Pun-pun (3.5e Optimized Character Build)

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Author: Khan the Destroyer



The Manipulate Form ability is explained here, operating under the Fair Use clause.

Manipulate Form

At will, a sarrukh can modify the form of any Scaled One native to Toril, except for aquatic and undead creatures. With a successful touch attack, it can cause one alteration of its choice in the target creature's body. The target falls unconscious for 2d4 rounds due to the shock of changing form. A successful DC 22 Fortitude save negates both the change and the unconsciousness. Sarrukh are immune to this effect.

A sarrukh may use this ability to change a minor aspect of the target creature, such as the shape of its head or the color of its scales. It may also choose to make a much more significant alteration, such as converting limbs into tentacles, changing the overall body shape (snake to humanoid, for example), or adding or removing an appendage. Any ability score may be decreased to a minimum of 1 or increased to a maximum equal to the sarrukh's corresponding score. A sarrukh may also grant the target an extraordinary, supernatural, or spell-like ability or remove one from it.

The change bestowed takes effect immediately and is permanent. Furthermore, the alterations are automatically passed on to all the creature's offspring when it breeds with another of its unmodified kind.


Behold Pun-Pun, the mighty kobold.

Pun-Pun, Divine Minion 1/Wizard 1/Master of Many Forms 3

Race (Templates): Kobold

  • Divine Minion 1.
  • Wizard 1. Endurance, Alertness (through viper familiar)
  • Master of Many Forms 1.
  • Master of Many Forms 2. Assume Supernatural Ability
  • Master of Many Forms 3.

Final progression: Divine Minion 1 / Wizard 1 / Master of Many Forms 3

The Fast Wildshape ability of the Divine Minion allows Pun-Pun to wildshape as an 11th level druid. The 3 levels in Master of Many forms stack with the Fast Wildshape ability of the Divine Minion to allow Pun-Pun to assume the form of a Monstrous Humanoid with up to 14 HD, like the Sarruhk (note the errata on Master of Many Forms here, in the Complete Adventurer link).

Pun-Pun wildshapes into a Sarruhk and uses Assume Supernatural Ability (Savage Species) to use the Manipulate Form ability. He uses Manipulate Form to bestow that very same ability (Manipulate Form) to his viper familiar.

Pun-Pun dismisses his Sarruhk form, and orders the familiar to grant him the Manipulate Form ability, using Manipulate Form of course. Since Pun-Pun is a pathetic Kobold, he qualifies as a Scaled One (though a human or other creature could simply Wild Shape into a form that qualifies as a Scaled One). Pun-Pun now has the strongest ability in the game.

* Pun-Pun was originally a Kobold Egoist 12. Thanks to Jedrious, Turok124, and Hobojimathome for the quicker build.

Ability Scores:[edit]

Pun-Pun grants himself the Wu-Jen spell Giant Size as a spell-like ability at-will. He casts it on his familiar through the Share Spells ability. This increases the viper to colossal size, granting the viper a +32 size bonus to strength. For the average tiny viper, that means his strength score went from 4 to 36. Using the Manipulate Form ability, the viper then increases Pun-Pun's strength score permanently, up to a maximum of 36 (the viper's own strength score). This is not a size bonus to strength. The viper is using the ability of Manipulate Form to increase and decrease a creature's ability score. No bonus is being given.

Pun-Pun's base strength score, with no bonuses of any sort, is now 36. Pun-Pun dismisses the spell effect on the familiar and it goes back down to tiny size. The familiar's strength score goes back to 4. Pun-Pun uses Giant Size on himself, growing to colossal size and gaining a +32 size bonus to strength. His strength score is now 68. Pun-Pun uses the Manipulate Form ability to directly increase his familiar's strength score up to 68. Again, this isn't a size bonus that he is giving the familiar, he is actually increasing the base score to match his own. Pun-Pun dismisses his Giant Size effect, and he goes back to a small size with strength 36. The viper is still tiny size, with strength 68 now.

The viper repeats the process of growing to colossal size and increasing Pun-Pun's strength score. Pun-Pun does the same. This process is repeated until Pun-Pun decides he is satisfied with his current strength score.

1. Cast Giant Size on familiar. Familiar becomes colossal and gains +32 size bonus to strength, giving the viper a total strength score of 36.

2. The viper uses Manipulate Form to increase Pun-Pun's strength score up to a maximum equal to the viper's strength score. In this case, 36. (This is not a bonus of any kind, he is augmenting Pun-Pun's original strength score.)

3. Pun-Pun dismisses the Giant Size effect on the viper. The viper goes back down to tiny size and 4 strength.

4. Pun-Pun casts Giant Size on himself. His strength score is 36 from step 2, now he goes colossal and gains a +32 size bonus to strength. His strength is 68.

5. Pun-Pun uses Manipulate Form to increase the strength of his tiny viper familiar. To match Pun-Pun's strength score, the viper's strength score is permanently increased from 4 to 68.

6. Pun-Pun dismisses the Giant Size effect on himself. He goes back to small size and 36 strength.

7. Pun-Pun casts Giant Size on his familiar. The viper becomes colossal and goes from 68 strength to 100 strength.

8. The viper uses Manipulate Form to permanently increase Pun-Pun's strength to 100.

9. Repeat process.

We'll just assume Pun-Pun decides to have a strength score of 20,010 (for a modifier of 10,000). Now, Pun-Pun gets his other scores to the same ridiculous height.

(Note that Pun-Pun's scores are assumed to be arbitrarily high. Yes, 20,010 is high, but it is even larger than that. A lot larger.)

To increase his other scores, Pun-Pun needs two abilities. The first one is the Bellflower Tattoo of the Tattooed Monk (Complete Warrior). This ability allows Pun-Pun to add his charisma modifier as an enhancement bonus to any one of his ability scores. The second ability is the Void Release ability of the Void Disciple (Complete Divine). This will allow Pun-Pun to use his highest ability score modifier in place of a lower one.

Pun-Pun uses his Bellflower Tattoo to add his charisma score as an enhancement bonus to dexterity. But instead of adding his charisma bonus, he uses Void Release to add his strength bonus. His strength bonus is +10,000. So, Pun-Pun's dexterity score is now 10,000. He then uses Manipulate Form to increase his familiar's dexterity up to 10,000 as well (remember, he isn't giving his familiar a bonus to dexterity, he is literally changing his familiar's base dexterity score to match his own). Pun-Pun then dismisses the Bellflower effect, and his dexterity goes back down to normal. The viper then uses Manipulate Form to increase Pun-Pun's dexterity score up to 10,000. This time, it isn't an enhancement bonus, the familiar is using Manipulate Form to permanently change Pun-Pun's dexterity score to 10,000.

This process is repeated for each ability score. As Pun-Pun increases his strength score with the size-changing trick, he can continue to use this method to increase his other stats as well. For this reason, all of Pun-Pun's ability scores are assumed to be arbitrarily high.

Special Abilities:

According to the Monster Manual, all Special Attacks and Qualities are either Extraordinary, Spell-like, or Supernatural abilities. Manipulate Form can grant any of these. As such, Pun-Pun is assumed to have any ability that is beneficial to him or makes him more threatening as an opponent. Here is a list of abilities that he has (the list is nowhere near exhaustive):

  • All spells and powers as spell-like and psi-like abilities respectively, at-will. These are at an arbitrarily high caster/manifester level. This is because the caster/manifester level defaults to HD with spell-like and psi-like abilities, which Pun-Pun has a limitless amount of.
  • Multiple actions in each round. This is due to the Quickness ability of the Choker (Monster Manual), as well as the Dual Actions ability of the Chronotyryn (Fiend Folio) and the Schism psi-like ability (Expanded Psionics Handbook).
  • All beneficial feats. This is gained from the Chameleon prestige class (Races of Destiny). It has an extraordinary ability to gain a feat, and those feats can qualify for other feats.
  • An arbitrary amount of Fast Healing by gaining the Epic feat Fast Healing (Epic Level Handbook) a large number of times.
  • Immunity to weapon damage from the combined abilities of the Zodar (Fiend Folio) and Snowflake Ooze (Monster Manual 3). The abilities are Invulnerability and Split respectively.
  • Natural Invisibility from the Invisible Stalker (Monster Manual).
  • Regeneration of at least 40 (the amount of regeneration the Tarrasque has). This means all damage taken by Pun-Pun (if any) is non-lethal, and then his Fast Healing makes it go away.
  • All Energy Immunities.
  • Immunity to Polymorph, Petrification, or any other form-altering attack, Energy Drain, Ability Damage/Drain, Mind-Affecting Effects, All Energy Damage, Disease, Poison, Stunning, Sleep, Paralysis, Death Effects, Disintegration, Imprisoning/Banishing effects, Divine Damage, Aging Effects.
  • Immunity to all arcane spells of 6th level and lower and any spell that allows for Spell Resistance.

The list goes on and on. Further, any ability with the Ex, Su, or Sp descriptor found in a base class or prestige class is fair game with Manipulate Form.

If you can think of any combination of abilities possible within the rules, Pun-Pun can do it.


Pun-Pun has the Ice Assassin spell as a spell-like ability at-will. He uses it to copy an arbitrarily high number of gods. Pun-Pun then commands a god clone to make him a proxy. This makes Pun-Pun a rank 1 demigod. Pun-Pun then makes another creature (Lokiyn, the originator of the trick, used squirrels) a proxy. This lowers Pun-Pun to divine rank 0. Pun-Pun then orders another ice assassin god to make him a proxy. At divine rank 1 again, Pun-Pun invests another squirrel with a divine rank. Pun-Pun repeats this process a NI number of times.

Then, he uses a standard action to recall each divine rank back from the squirrels. A NI number of squirrels with 1 divine rank invested equals a NI number of divine ranks recalled and gained by Pun-Pun. This gives Pun-Pun a NI divine rank.

Since Salient Divine Abilities are based on divine rank, Pun-Pun has a NI number of salient divine abilities. (That is at least all of the ones in the book and includes the awesome Alter Reality.)

Nut-Pun Rank 1 Demigod Squirrel

Tiny Animal

Hit Dice: 1/4d8 (2 HP)

Initiative: +2

Speed: 80 ft. (16 squares), climb 20 ft. (4 squares)

Armor Class: 15 (+2 size, +2 Dex, +1 divine rank) touch 15, flat-footed 13

Base Attack/Grapple: +0/-12

Attack: Bite +5 melee (1d3-4)

Full Attack: Bite +5 melee (1d3-4)

Space/Reach: 2-1/2 ft./0 ft.

Special Attacks: Salient Divine Ability, Domain Powers, Spell-like Abilities

Special Qualities: Low-Light Vision, Scent, DR 15/epic, Divine Traits

Saves: Fort +3, Ref +5, Will +2

Abilities: Str 2, Dex 15, Con 10, Int 2, Wis 12, Cha 2

Skills: Balance +11, Climb +13, Hide +15, Move Silently +11, Swim +3

Feats: Weapon Finesse

Environment: Any

Organization: Solitary, Pair, NI God Horde

Challenge Rating: 1/8

Advancement: -

Level Adjustment: -

* Thanks to Lokiyn for this godly tactic. No squirrels were harmed in the making of this uber kobold.

Buffing Time:[edit]

Originally, I created Pun-Pun just to be the strongest character known. At the time, the amount of time it took to buff wasn't a big deal. Now that Pun-Pun is the latest golden hind, it sort of matters how quickly he can achieve this power. (I don't really think it is important, since anyone that defeats a 5th level kobold pre-ascencion isn't really accomplishing much, minus the Omniscificer.)

So, here are a couple of methods to reduce the buffing time.

Temporal Acceleration[edit]

Pun-Pun has a NI manifester level for his psi-like abilities. Psi-like abilities are automatically augmented to the highest manifester level when used. This means that Pun-Pun can manifest Temporal Accelertion for a NI number of apparent rounds. That is enough time to buff himself accordingly.

The only problem with this method is that Pun-Pun cannot interact with his familiar while under the effects of Temporal Acceleration. This means that Pun-Pun wouldn't be able to increase his strength score while using TA or become a proxy of an ice assassin god clone (though I think he might still be able to invest divine ranks and recall them, not sure though).

Infinite Action Loop[edit]

This is a combo that involves Affinity Field, Synchronicity, and Font of Power. Basically, both Pun-Pun and his familiar grant themselves Font of Power (Metamind prestige class). They both have the Affinity Field and Synchronicity psi-like abilities.

The familiar manifests Synchronicity, giving himself a readied action. The familiar will use that readied action to manifest Synchronicity again. Meanwhile, the effect of Synchronicity (the readied action) is passed over to Pun-Pun through the Affinity Field. So, each time the familiar manifests Synchronicity, Pun-Pun gets a standard action. With Font of Power, the familiar can continue manifesting Synchronicity in the 1 round for free, endlessly.

* Thanks to DisposableHero_ for this combo, and to Tempest Stormwind for helping me understand it.

Limitless HD:[edit]

There are several ways of going about this.

Energy Charge: I think this is the easiest way. The relevant rules can be found on page 211 of the Monster Manual 3. Basically, it functions as the opposite of Energy Drain, adding effective HD to a creature. Since the effect is supernatural, Pun-Pun can give himself a NI number of HD and make it permanent with Alter Reality.

* Thanks to RadicalTaoist for the Energy Charge discovery.

Awaken: The original method I used. Basically, Pun-Pun takes the form of an animal and just uses his Awaken spell-like ability a NI number of times to gain HD. Boring, yes. But it gets the job done.

Feed: This method involves Pun-Pun granting himself the Feed ability of the Barghest. Pun-Pun can then feed on humanoids to gain HD. The only hitch with this method is that it also involves using epic spells to summon humanoids with more HD than you.

NI HD is useful because it will determine his caster/manifester levels for spell-like and psi-like abilities, the amount of essentia Pun-Pun can invest, and all of the regular stuff associated with HD (BAB, skills, saves, etc.).

Limitless Reach:[edit]

For limitless reach, one needs the Magic of Incarnum supplement. The Umbral Disciple prestige class is found on page 158. Its 10th level ability is called Kiss of the Shadows. This is a supernatural ability that you can invest essentia into. For each point of essentia you invest, your reach increases by 5 ft. The only limit is your essentia capacity. However, essentia capacity is based on your HD, and Pun-Pun's HD is limitless thanks to Energy Charge.

Normally, the ability lasts only on your turn. But since it is a supernatural ability, it can be made permanent with the Alter Reality salient divine ability. Note that if Pun-Pun does not have sufficient reach to threaten someone, he can just immediately dump more essentia into it. And with a truly infinite Spot check (thanks to the Omniscificer trick) he can see anyone at any distance and wether or not he can reach them.

Reaching Through the Planes:[edit]

What good is limitless reach if you are limited to one plane? Enter the Planar Handbook. Here's the skinny as told by LoP: Planar Breaches

Okay. All Pun-Pun has to do is repeatedly cast Precipitate Complete Breach from the Planar Handbook a number of times equal to the number of planes he would like to reach across. Complete planar breaches, unlike most planar travel effects, allow continuous travel at-will between planes at the center of the breach rather than instantaneous (i.e. discrete) teleportation.

Pun-Pun, presuming he has limitless reach, could reach through these holes and threaten any plane in the multiverse. This would require Pun-Pun sitting in the middle of an orrery array of Planar Breaches, continually recast around him in non-overlapping areas. If someone complains about orientation or line-of-sight, remember that the breaches are technically spherical, for 360 degree access/egress.

* Thanks to LordofProcrastination for this trick.

Limitless Speed:[edit]

Pun-Pun can increase his speed without limit. This is thanks to the Incarnum Speed supernatural ability of Duskling Barbarian substituion level in Magic of Incarnum (page 44). It gives you a +10' enhancement bonus to speed for each point of essentia invested in the ability. And since Pun-Pun has NI essentia and NI essentia capacity, he can boost his speed limitlessly. And thanks to his Free Move salient divine ability, Pun-Pun can move up to his NI speed as a free action once each round.

Other Infinites or Really High Statistics:

There are a few things about Pun-Pun that are truly infinite and not simply 'limitless'. These are his saving throws, skill checks, and attack rolls. This is due to LoP's Inifnite Damage Loop, found here. Further, anything based off of these statistics will likewise be infinite. (For instance, the Thunderclap ability of the Stormsinger prestige class in Frostburn deals an amount of electrical damage equal to your perform check. Since your perform check is an infinity, your damage will likewise be infinite.)

Pun-Pun's ability scores are not so much infinite as they are without limit. Pun-Pun can increase his ability scores instantly and by a very big number at a time. Using the Bellflower/Void Release combo, he basically doubles any ability score permanently with one action. Any statistic based off an ability score is therefore assumed to be NI (nigh infinite) or limitless. These are statistics such as armor class, ability checks, initiative checks, saving throw DC's, skill points, weapon damage, hit points, etc.

Manipulate Form and Extreme Cheese:[edit]

For the most part, when I refer to abilities possessed by Pun-Pun, I refer to abilities that already exist in a WoTC published sourcebook. The ability is either one seen in a base class or prestige class, or one seen in a monster stat block. However, the wording in the Manipulate Form text does not limit one to published abilities only. In fact, the descriptive text states that any ability can be granted, so long as it is Supernatural, Extraordinary, or Spell-like in nature.

Allowing one the means to obtain most any ability found in published material is certainly broken. Allowing one to grant itself any ability it can conceive is ridiculousness beyond words. Basically, nothing is beyond the power of Pun-Pun, due to unrestrictive text in Manipulate Form.

Pun-Pun can grant himself an ability as innocent as:

Tough it Out:[edit]

Benefit: If Pun-Pun would go unconscious due to any effect, he instead remains conscious.

Or, he could grant himself an ability as powerful as:

I Win:[edit]

Benefit: Pun-Pun cannot be harmed, directly or indirectly. Any act that would harm him automatically fails, at any place and at any given time. Further, Pun-Pun automatically succeeds at anything he attempts.

Given this level of power with Manipulate Form, it would be easy to say he can do anything and no one can stop him. Generally though, I (and most everyone else that has participated in this exercise) do not use this power of Manipulate Form. It is much more fun to stay within the abilities found in the rulebooks, and doing so allows others to challenge Pun-Pun with a sliver of a chance .

LordofProcrastination devised an interesting way to justify out of the ordinary abilities without simply conjuring them from thin air. 'Out of the ordinary abilities' is referring to abilities that would normally be found as supernatural or spell-like but instead granted to Pun-Pun as extraordinary.

For example, Manipulte Form is normally a supernatural ability. However, Pun-Pun could easily stay within the parameters set by Manipulate Form and grant himself an extraordinary version of Manipulate Form. The benefit being that Pun-Pun can make himself completely immune to all magic and supernatural effects without hindering the use of his own Manipulate Form ability.

This is all too easy though, so LordofProcrastination used the Epic Spell rules in the Epic Level Handbook to create a clever workaround. Here is the low down:

Okay, here's a little combo that will help clarify things even more for Pun-Pun. In particular, it will allow for the diversification of his abilities and get past some of the inherent rancor to the "sheer player-invention" aspect of Manipulate Form.

Premise 1: Pun-Pun has access to Epic Spellcasting, and can create any pretty much Epic Spell he imagines.

Premise 2: The Conjure, Fortify, and Life seeds can be used in conjunction to create entirely new creatures. Furthermore, these creatures can be given abilities based on any epic seed added which "replicates the desired ability." Whether these abilities are spell-like, supernatural, or extraordinary is up to the creator of the spell.

Premise 3: The Shadow Seed can replicate any spell and any individual. The Transform seed can reproduce any creature/creature's abilities. The Ward Seed can produce immunity to any and all spells. The Reflect Seed offers protection from all ranged, melee, and spell-like attacks. And so on and so forth.

Conclusion: Pun-Pun can create creatures with pretty much any ability, spell, or feature in any mode he desires, which can then be gained through the old Manipulate Form trick. Getting an (Ex) Manipulate Form ability should be first on the list, which would then mean that there's no worrying about gaining total magical immunity. Furthermore, this means that Pun-Pun no longer has to rely on active spells (epic or not), they can all be incorporated into himself as extraordinary (that is, non-magical) abilities of any duration/method of activation desired.

* Thanks to LordofProcrastination for this trick.


Q: Why would anyone ever play Pun-Pun?

A: I have no clue. I don't think it would be much fun honestly. Pun-Pun was never created with the intention of being played, and any game that allows a Pun-Pun character will quickly degenerate from there.

Pun-Pun is a character optimization build, more of a thought exercise than anything else. He demonstrates the limits that can be achieved within the rules as written and is not an actual PC Build for player use.

Q: What sources are needed to pull this off?

A: A few.

Serpent Kingdoms (Sarruhk/Manipulate Form), Complete Series (Void Disciple, Tattooed Monk, Master of Many Forms), Divine Minion template, Savage Species (Assume Supernatural Ability feat), PHB, DMG, MM.

The sources needed to simply get Manipulate Form are Serpent Kingdoms and the Core Rulebooks. After that, all books are used to reference abilities for Pun-Pun to obtain.

Q: My DM won't allow the Divine Minion cheese, how else can I become Pun-Pun?

A: Dude, he's not meant to played! That said, there are several ways. The easiest of course being a caster and getting Polymorph. Here are some examples:

1. Polymorph/Metamorphosis: Basically, any caster/manifester with access to this spell or power can transform into a Sarruhk (casters at 14 HD, manifesters at 14th manifester level). The feats Assume Supernatural Ability is needed for casters to use Manipulate Form while transformed, and Metamorphic Transfer is needed by manifesters.

Level 14 for wizards and sorcerers. Level 12 for psions (Overchannel). Level 11 for changeling egoists (substitution level in Races of Eberron, Overchannel).

2. Illithid Savant: An Illithid character with 5 levels in the Illithid Savant prestige clas (Savage Species) can pull this off. However, it requires actually meeting and defeating a Sarruhk in-game, so it is largely dependent on the DM. Basically, you kill the Sarruhk and eat his brain. The 5th level ability of the Savant class allows you to acquire one special attack from a devoured brain. This will be Manipulate Form.

ECL 20.

3. Soul Eater: A 6th level Soul Eater can shapechange (as the spell) into any creature it energy drains to death. This also involves actually meeting and killing a Sarruhk, so it is largely DM dependent. Basically, you use your energy drain attack to kill the Sarruhk and then you can Shapechange into the Sarruhk for 24 hours with your Soul Radiance ability. The quickest build would be something like Fighter 2/Ranger 3/Soul Eater 6.

Level 11.

4. Omniscificer: As seen here in LoP's thread. Among other feats ( ), the Omniscificer should be able to obtain the Manipulate Form ability at level 4. This is because the Omniscificer will know how to obtain the ability, and convince anyone to help him get it with infinite skill checks. This is the quickest way to Pun-Pun power.

Level 4.

5. Items: Any character with ranks in Use Magic Device (or Use Psionic Device) can use a spell-trigger item to cast polymorph and change into a sarruhk. These characters would still need Assume Supernatural Ability or Metamorphic Transfer to use the Manipulate Form ability. An item of Shapechange or Greater Metamorphosis would avoid the need for the feat, since supernatural abilities are assumed with Shapechange and GM.

Q: Wouldn't the gods...?

A: -- Under Construction --

Q: Size bonuses don't stack, so how do you get his ability scores so high? A: Please read the description of Manipulate Form again (it is at the top of the page). The ability allows you to increase another creature's ability score up to a maximum of your own corresponding ability score. So, if I have a strength score of 20, I can increase someone's else strength score all the way up to 20. I am not giving this creature a bonus to his score, I am actually changing his strength score (permanently) to 20, as if he had started the game with a base strength score of 20.

The limit to this ability is your own ability score. You cannot increase someone's strength beyond your own strength. This is why Pun-Pun and his familiar use size-increases. Each time they go colossal, they gain a huge strength bonus. This increases the capacity they have to increase someone else's strength score.

Q: Does the divine minion template really let you qualify for Master of Many Forms?

A: I believe it does. Divine Minion allows you to wild shape as an 11th level druid. I take that to mean that the ability functions as the druid class feature Wild Shape. There are several threads that delve further into the issue, though I don't have the links for them at the time.

Divine Minion is simply one of the quicker ways to obtain this level of power, not the only way.

Back to Main Page3.5e HomebrewCharacter Optimization

Final Class ProgressionDivine Minion 1 / Wizard 1 / Master of Many Forms 3 +
RaceKobold +
SummaryBehold Pun-Pun, the mighty kobold. +