The Player's Handbook extensively describes adventurers. But what about the rest of the world? Surely not everyone's a fighter, rogue, or wizard. Presented in this section are five classes specifically designed for NPCs. None of them, with the possible exceptions of the expert and the aristocrat, stands up as a playable class for PCs. Instead they represent the rest of the people in the world around the PCs who don't train to go on adventures and explore dungeons.
Treat these classes as you would any other. Their members get feats every three levels and ability score increases every four levels. (see Experience and Level-Dependent Benefits). Most NPCs take feats such as Endurance, Skill Focus, Track, and other noncombat-related abilities. It's possible for NPCs to multiclass, and even to obtain levels in PC classes if you so desire.
The level and class of an NPC give an indication of how well that NPC knows his or her field. A typical blacksmith might only be a 3rd-level commoner, but the world's greatest blacksmith is probably a 20th-level expert. That 20th-level character is a capable person with great skill, but she can't fight as well as a fighter equal to her level (Or even one much lower in level), nor can she cast spells or do the other things that characters with PC class levels can do.
NPCs gain experience points the same way that PCs do. Not being adventurers, however, their opportunities are more limited. Therefore, a commoner is likely to progress in levels very slowly. Most commoners never attain higher than 2nd or 3rd level in their whole lives. A warrior serving as a town guard is more likely to earn XP here and there and thus might gain a few levels, but this experience is still paltry compared to what an adventurer gains. Keep in mind, though, that dangerous areas are more likely to produce higher-level NPCs than peaceful, settled lands. A commoner who must regularly fight off gnolls trying to ransack his farm or burn his crops is likely to be of higher level than one who rarely encounters a challenge of this sort.
These NPC classes should provide enough distinction to create anyone the PCs meet who isn't an adventurer. See Total Characters of Each Class for information on how many characters belonging to each of these NPC classes are found in a typical town and their respective levels.
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Fleshing Out NPCs
An NPC with a hacking cough and strong opinions about the king is always more interesting than one you portray only as Kiale, the 2nd-level commoner. Remember that NPCs aren't just game statistics, they are individuals with personalities, quirks, and opinions. You should strive to make many of the NPCs you use in your game memorable characters whom the PCs will either like or dislike depending on how you play them. (Sometimes an NPC is not memorable or just leaves the characters flat. That's okay; nor everyone is memorable in real life, either.)
This doesn't mean that you need to write every NPC's life story beforehand. As a rule of thumb, give an NPC one or two distinctive traits. Think of these traits as what the characters will remember the NPC by ("Let's go back and see that guy with the bad breath. He seemed to know what he was talking about, even if talking to him was unpleasant.")
Don't feel you need to make every NPC a caricature based on his other traits. Instead, just use them as much as needed to make the NPC a memorable character.
One Hundred Traits lists traits that you can choose from when creating NPCs (or you can roll them randomly from the list if you desire). This table is only the beginning. Many more traits could be added to the list. None of the ones listed here have any effect on ability scores, skills, or game mechanics of any kind. Some may seem to interact with game statistics (such as strong body odor and Charisma). In such a case, don't modify the Charisma score, but play the NPC so that the trait fits. For example, a character with body odor and a medium or high Charisma score is particularly charismatic to overcome the trait. A lawful good character with the cruel trait has no patience or compassion for evil. A character with a high Dexterity score that has the trait of walking with a limp is agile and sprightly despite the drawback.
You can also use game statistics to create traits. If a character has a low Constitution score, he tires easily, so he might be overweight. If a character is highly intelligent, he might be quick with a joke or a snappy comeback. If a character has a lot of physical skills and feats, she's probably athletic and muscular. Alignments also lend themselves to distinctive traits, such as altruism, sadism, or a love for freedom.