One of the first role-playing games I learned how to play was the Middle Earth Role-Playing Game, or MERP, based on the Rolemaster rules by Iron Crown Enterprises. My middle school friends and I, not really getting the Tolkien aesthetic, decided that raiding the Barrow Downs near Bree was the best way to get loot since we knew from the books they were full of magic swords and stuff. We did this, it went okay (I firmly remember a fight that ended with a barrow wight having a sword rammed through each eye thanks to the critical hit table but was still fighting due to it being undead), and we got loot. In one of the first barrows we raided I got a sword that in 5E D&D would be something like +1/+5 vs orcs; being unoriginal I named it Orcrist. After all the easy barrows were cleaned out we left the Barrow Downs to go adventuring, but we returned sometime later to try the more powerful barrow wights again. On one of those expeditions I found a magic sword named Sulring that in 5E D&D would be something like +2/max damage on crits against evil stuff/detects evil stuff/slices bread/makes Julienne fries/cuts through tomatoes as easily as a tin can. Being no fool I put my off-brand Orcrist away and started using Sulring. 

But I kept Orcrist.

For the rest of the career of my Noldor Elf Ranger kept Orcrist in his backpack, never used but always ready. I told my friends it was in case I got disarmed or something, but really I felt bad. Orcrist had been a good sword that served me well on many adventures and I didn’t want to hurt its feelings by selling it to some merchant (our campaign was not so complex as to have NPC allies I could hand it off to; we were twelve and learning RPGs without the internet or any older gamers to help us so it was pretty hack and slash). It wasn’t an intelligent sword or anything; it wasn’t more than pencil scratches on a long suffering character sheet, but I felt I owed it something for all the imaginary foes it had helped me slay.  So I kept it.   

I’ve had similar experiences throughout my gaming history, feeling some guilt when upgrading magic items for better ones. Part of this was due to reading lots of fantasy novels with ancestral weapons or character defining magic items that remain with them throughout a character’s career (and very few cases of characters switching out old magic swords for newer, better ones), and part was because I’ve always anthropomorphized objects more than the average person (but I only tell the Talking Pee Pot story when I am drunk or up very very late). Thus I’ve always preferred game mechanics that encouraged me to build a relationship with my equipment rather than tossing my +1 sword aside as soon as a +2 sword showed up. 

Starting in D&D 3E I started seeing rules for increasing the power of magic items when you level up, or by spending money or experience points to upgrade an item, so you could use it throughout the life of your character without falling behind the power curve; most recently the Vestiges of Critical Role do the same thing.  All these systems are fine ways to deal with the problem, but at the same time they remove the drive to acquire new magic items from the character; if you find a magic weapon you can upgrade with gold or awesome dramatic moments, you never really care about magic weapon loot again. Which feels like it loses one of the major reward loops in D&D: item upgrades. A player with a vestige weapon is not going to feel that dopamine hit from finding magic weapons since they’re not going to upgrade…. except for secondary weapons I guess.  Sure, they may want an off hand weapon or a back-up weapon, but still. Finding a +1 dagger to complement your vorpal sword is just not as impressive. 

My solution to this situation was creating magic items I’ve come to call Evolving Magic Items (I originally called it Cannibalistic Magic Items, but that sounded too harsh). The idea for this system is having magic items that can consume other magic items to increase their power. An example from my own games is a holy avenger that was drained down to a +1 sword by various villains, but it is now in the hands of a PC paladin. He can feed it other magic weapons to drain their power and in time return the holy avenger to its full power. This doesn’t take just one magic weapon; it takes many, meaning despite the fact the paladin has a cool magic sword that is narratively important to him, he is always on the lookout for magic weapons. He’s got the cool sword but is still on a quest for loot like the rest of the PCs.  

So far in the campaigns I’ve used this idea in, the players have really enjoyed it such that players without evolving items want their own. Plus, when I’ve discussed the idea outside of those games I’ve found other 5E folk were interested in the idea, so I thought detailing the process I use to develop these items may be valuable and provide some examples.  

Step 1: Concept

These items need to be more than +2 weapons or just another wand of magic missiles in their finished state; they need to be unique and individualistic. At the very least they need a name that adds drama, mystery, and foreshadowing.  For example, one of the evolving weapons in my campaigns was the Reaver (detailed below), a black obsidian polearm of necrotic power. The players didn’t know it’s background or much about it, but between its name, its appearance, and its abilities they knew it was probably dangerous to them as well as their enemies, but still powerful enough to want to use. Another saw the previously mentioned holy avenger, Taramel, Sword of Justice, evoke instant curiosity in the PCs about what Sword of Justice meant. I am always a huge fan of giving magic items unique names when possible so as to make them stand out in the world, especially if a title is involved.  

The concept should give you a rough approximation of what theme you want the item’s powers to follow, such as a healing focused musical instrument, a weapon that channels fire, a gauntlet best utilized by a fiend patron warlock, etc. This will also probably inform the shape of the item; if you’re making an item favored for wizards, making it a suit of plate mail or a great sword is probably not a fantastic plan. 

Make sure you take into account any world building you want to include with your evolving magic item, such as tying it to important historical figures, factions, or events. The more story you can wrap your item in, the more players will be interested in it.  

Step 2: Starting Point

Figure out what item rarity (the only real power level gauge we have for magic items) you want the item to start out so you can figure out what its starting abilities should be. This should be reflective of the levels of the players and the items they already have; if the players are 10th level, giving them a magic weapon they have to upgrade from a +1 weapon to something better may not be very attractive, especially if they already have better options on hand. 

This is easiest done by looking at existing items and starting with something based on one of them, such as starting with the aforementioned +1 sword that builds to a holy avenger. The item should probably start at least as an uncommon item in terms of power so it’s interesting and stands out to the players.

To this base I like to add a few minor tweaks, both positive and negative, to the weapon to give it flavor and drive home its theme. For example, the wielder of Taramel has disadvantage on all Deception checks while attuned and immediately loses attunement if they break an oath, while attuning to the Reaver reduces the character’s max hit points by -5. I find having some trade off with these items, especially trade offs that can grow as the item advances, make them more interesting.   

Regardless of what rarity you use as your starting point, evolving items should probably be unique or very rare in your setting in terms of how often they are found. If each one is a unique item it makes them feel far more valuable and important within the setting, though having a well known set of evolving items could be a neat twist. If everyone knows that you can upgrade swords of the old Queen’s Watch by consuming other magic weapons, that adds some interesting world building and gives a goal to the players.    

If the item is something that requires a proficiency or comes in a wide variety, such as weapons or armor, I usually give it some ability to change shape so it can be used by a variety of characters or be changed to fit a given character’s preferred combat style.  For example, when my PCs found Taramel it was a longsword, but once attuned the paladin PC  could change it to a great sword as part of a short rest. 

Step 3: End Point

On the opposite end from choosing a starting point for the evolving item, next I choose the end point.  Again I often look at existing items to get an idea of how powerful I want the item to be, and consider the level range at which it will likely reach its maximum potential.  Will it be carried to the end of the campaign, and if so what level is that? Do you expect the PC to eventually divest themselves of it, possibly for narrative reasons (the item is actually the egg form of a god that must eventually be born, it has a trapped spirit that is to be freed as part of the campaign, etc)? I usually plan for progresive items to end their advancement as legendary items so they remain useful in the unlikely event the campaign runs to its “natural” limit of 20th level.

Like with the starting point, I tend to add a few adjustments, both advantages and disadvantages to the end point of the evolving item.  While such additions were minor at the weapon’s starting point, if it has become a very rare or legendary item, these additions should have more meat to them. 

Step 4: Upgrade Method

You know where the item will start and where the item will end up in terms of stats, but what actions actually progress the item down that track? The simplest option I’ve used is that a evolving item can be fed other similar but weaker items as part of a short rest, such as the holy avenger that can consume other magic weapons. You could make that dramatically more complicated by requiring a ritual with costly components, only allowing it to be done at specific places or at specific times, etc. Also limiting the type of item that can work can limit the upgrade process; can any magic weapon be used, or only magic swords? Can a evolving staff consume a wand? While you don’t have to work out every possible item as much of this can  be decided on the fly as long as you remain consistent, having some sort of rough plan is a good idea.  

The point of the evolving items is to keep players invested in the search for loot so the consumption of another magic item should be part of the upgrade process… unless you don’t care about searching for loot. In one campaign I gave a druid a magic staff that got more powerful each time she took it to one of seven trees of life spread across the region and spent a short rest meditating under its eaves, which was effectively gated by the story of the campaign and her ability to find those trees. It was a fun story element and kept her wanting to go find more trees, but did mean she was far less interested in magic items than other characters.  

Items needed to upgrade a evolving item should be something the player finds normally in game play without having to actively search them out to advance their weapon; you don’t want the upgrading of a evolving weapon to dominate your campaign (unless that is your plan for the campaign to begin with, I don’t know your life). That said, if the whole group is interested in advancing the evolving weapon and is willing to go on a quest specifically for the means to upgrade it, good job engaging your players!

Any items used for upgrading should require some effort to acquire, such as trading other valuable goods for them, defeating the creatures that have them, stealing them, etc. Be warned that if you have magic shops or other “safe” methods of acquiring items that can be used to upgrade a evolving item it can lead to some fast advancement (though likely at the cost of coin unless your group just robs the place). 

If a deed is required to advance the item, it should happen organically in the course of play, such as a weapon advanced by defeating undead and the group occasionally runs into undead, or be easily sought out with little deviation in the course of play, such as visiting a location near where the group is already going. In any case the deed should have some cost and risk to it; defeating a creature that poses a threat or visiting a location that is hard to reach. Adding a resource cost to this, such as expensive ritual components consumed when the item is upgraded, are never a bad idea. 

Suggested Upgrade Requirements:

• Consuming a magic item: This could be any magic item, but I usually require the item to be the same general type as the evolving item, such as using magic weapons to upgrade a evolving magic weapon. I modify the results of the upgrade based on the rarity of the item consumed so consuming a very rare item has more payoff than a common item.  
• Consuming a rare resource: This could be raw coinage, gems, specific materials like mithral or adamantine, just about anything of high value that takes effort to purchase, find, or create. This may involve a proficiency requirement, such as being proficient in smith’s tools or jeweler’s tools to add gems and fine metals to an existing item. 
• Defeating a specific type of foe: This should tie thematically to the theme of the item, such as a weapon created to kill fiends growing more powerful when it is used to slay a fiend. I usually put an increasing CR requirement, at least equal to that of the level of the character attuned to the item, on this upgrade method so such items cannot be advanced to their true potential by killing a pack of low CR creatures. . 
• On Attuned Character’s Death: This may be a tough one to introduce, but upgrading a weapon when the attuned player character dies does provide a perverse sort of encouragement for reckless behavior, assuming the group has a means to restore dead characters. Unless there is some great cost to doing so this could trivialize death, but it could provide an interesting story in a campaign if an item gets stronger when the wielder dies so the PCs pass it down among themselves over the course of the campaign as old characters die and new ones are introduced. 

Suggested Upgrade methods:

• Over a Long/Short Rest: With this option, the upgrade process takes place over a short or long rest without any additional effort. I usually require that such an activity prevents a character from attuning to a magic item but it could have additional impacts, such as blocking the return of spell slots or hit dice. . 
• Ritual: With this option, upgrading requires a specific ritual be carried out, which could include anything from chanting to sacrifices to burning sacred oils and incense. Such a ritual will take time and can have a gold piece cost associated with it, or even a hit point cost if it requires a blood sacrifice. If the ritual is particularly complicated an Intelligence (Arcana or Religion)  check may be required to perform it properly with failure meaning wasted components.
• Specific Time/Place: With this option, upgrading can only be performed at a specific time or place, such as only under a full moon or only in the presence of a tree of life. This could even require a combination of the two, such as an item that requires being buried at a crossroads until the full moon as part of its upgrade process.  
• Immediate: The simplest option, the upgrade process takes place immediately after the necessary component or action is carried out, such as a weapon upgrading immediately after defeating a specific enemy type or an item upgrading by consuming a magic item via touching the item. Not very narratively interesting and possibly abusable, but simple.   

Step 5: Progression 

Now that you know the starting stats, how you upgrade the item, and its end stats, the last step is to build a path between the beginning and the end that makes each upgrade meaningful. And that is vital, having each time the item is upgraded having some payoff.  Having an empty upgrade is going to feel like a waste of resources to the player and should be avoided at all costs.  

I generally give evolving items expected to last from around levels 4-6 until level 20 between 8-10 upgrade steps; more than that feels really onerous, but less than that I worry that the PCs will blow through them too quickly. Those groups I’ve tested evolving items with have demonstrated a willingness to use party resources to feed appropriate items to the evolving item to the point of trading for any such items they come across if they are able to do so, such as using party funds to buy magic weapons to feed to the Reaver. Ultimately as the DM you have complete control over how many items that can be used for upgrading the players will find so you can cut off or expand that supply fairly easily, but just be wary of going too far either way.  

You could estimate the number of items that can be used to upgrade a evolving item that the party will encounter over the useful life of the evolving item, but predicting future events in a D&D campaign to that scale and precision feels bound to fail.  Thus I go with 8-10; if they upgrade too quickly, I pull back on the items they can use to upgrade coming into play, and vice versa if they upgrade too slowly. 

Should You Show the Players All The Information on a evolving Magic Item? 

When using evolving magic items I’ve both given players the list of upgrades so they know what they are getting with some players and kept it secret to keep the mystery with others.  

I found the first option works better when the weapon is sentient and can inform the player what it’s abilities are, or if the weapon is well known enough that such things could be researched (such as the aforementioned idea of a whole set of evolving magic items well known to history). It does provide a set of goals and rewards for the players to work towards, which is always a good motivational aid. It does make the weapons a naked upgrade ladder, which may diminish the mystery and wonder of the item, so if the item is supposed to be a mythic thing little understood by mere mortals then keeping the upgrade path a secret is probably a better plan. Or you can split the difference and only reveal the next upgrade level.   

Evolving Item Examples

What follows are evolving items I’ve used in my own games or have developed for purposes of this post.  

Taramel, Sword of Justice

Weapon (Various), legendary (requires attunement by a Paladin)

This weapon was once a holy avenger of great power and renown, said to be the first holy avenger ever created for the hands of the first mortal paladin by the legendary dwarven smith Daerren Foehammer. Since that paladin’s death, it has passed from paladin to paladin, knight to squire, hero to hopeful as needed by the cause of justice. An intelligent weapon, it often serves as a mentor to those wielding it, helping them to grow into their full power in time. For centuries Taramel served it’s wielders and the greater cause of justice before it fell into the hands of a group of amoral artificers, the Bonecrafter’s Guild, after it’s last wielder died trying to stop their malfeasance. Taramel was linked to a device that drained magical power so it could be used to create new magic items and for many years was slowly drained of its immense power, becoming little more than the simplest enchanted weapon and it’s once staggering knowledge of lore and history being little more than a confused jumble.

Taramel could come into the PCs’ hands directly by eliminating the Bonecrafter’s Guild and taking it from them directly or finding it in any dungeon or hideout the Bonecrafter’s Guild may have used and abandoned in the past. Alternatively they could have traded the weapon to someone else or had it stolen from them. In short there are a myriad of ways it can end up in the hands of the PCs.

Starting Abilities

You gain a +1 bonus to attack and damage rolls made with this magic weapon. When first found Taramel is a longsword, but once attuned you can change it to a greatsword, longsword, rapier, scimitar, or short sword as part of a short rest. While attuned when you hit a fiend or an undead with it, that creature takes an extra 2d4 radiant damage.  

While you are attuned to Taramel you suffer disadvantage on all Deception checks and immediately lose attunement if you break an oath of your own free will.

As a sentient weapon, Taramel has an Intelligence of 12, a Wisdom of 14, and a Charisma of 12. It can communicate by transmitting emotion to the attuned character. It has hearing and normal visitation out to 30 ft and is Lawful Good. . 

Upgrade Method

You may upgrade Taramel using a magic weapon of at least uncommon rarity; over the course of a short rest Taramel can absorb the weapon’s power, leaving the non-magic weapon behind. At the end of the short rest Taramel’s abilities increase as indicated on the table below.  An uncommon weapon increases Taramel one rank, a rare weapon increases it two ranks, a very rare weapon increases it three ranks, and a legendary weapon increases it five ranks.  Ammunition may not be used for upgrading Taramel.  

Upgrade Levels

Each upgrade increases Taramel’s Intelligence, Wisdom, and Charisma by +1 each. 

1. As a bonus action, you may expend a hit die to restore a number of points to your lay on hands pool equal to the roll of that hit die.  
2. Taramel’s bonus radiant damage dice against undead and fiends increase to 2d6. Taramel can speak, read, and understand Celestial and may communicate telepathically with the attuned character. . 
3. While you are attuned to Taramel you are always considered to have prepared zone of truth and can cast it once per long rest without consuming a spell slot. You have disadvantage on any saving throws made against zone of truth. 
4. Taramel’s bonus radiant damage dice against undead and fiends increase to 2d8. Taramel can speak, read, and understand Common. 
5. Taramel’s magic bonus to attack and damage rolls increases to +2. Taramel’s hearing and normal vision extend to 60 ft. 
6. As a bonus action, you may expend two hit die to restore a number of points to your lay on hands pool equal to the roll of those two hit die.  
7. While you hold the drawn sword, it creates an aura in a 5-foot radius around you. You and all creatures friendly to you in the aura have advantage on saving throws against spells and other magical effects. Taramel’s hearing and normal vision extend to 120 ft. 
8. Taramel’s bonus radiant damage dice against undead and fiends increase to 2d10. Taramel can speak, read, and understand Dwarven. 
9. Taramel’s magic bonus to attack and damage rolls increases to +3. Taramel gains 120 ft. darkvision. 
10. While you hold the drawn sword, it creates an aura in a 10-foot radius around you. You and all creatures friendly to you in the aura have advantage on saving throws against spells and other magical effects. If you have 17 or more levels in the paladin class, the radius of the aura increases to 30 feet.

The Reaver

Weapon (Various), legendary (requires attunement)

The Reaver is a magic weapon of necrotic power that serves as a prison for Xerxiak the Wraith King, an undead creature defeated in an ancient age but  too powerful to be destroyed. It leaches the power of Xerxiak to fuel the Reaver’s abilities, slowly draining him over the millenia.  Feeding weapons to the Reaver will increase its power, but also weaken the bounds containing the being trapped within it. Eventually if fed enough magic weapons Xerxiak may break free of its containment, seeing it’s wielder either as its jailor or as the one who freed it. Any who know the history of the Reaver are likely to see any wielding it as being extremely foolish, tempting fate with an item of such power.  

The Reaver could be found in the armaments of those seeking to free Xerxiak. It would make an excellent weapon for a campaign villain.  Alternatively it could be locked away so no one could access it, but maybe some great threat can be killed with the Reaver so it must be released from containment to save the world. 

Starting abilities:

You gain a +1 bonus to attack and damage rolls made with this magic weapon. When first found Taramel is a battle axe, but once attuned you can change it to a glaive, great axe, halberd, handaxe as part of a short rest). 

While you are attuned  to the Reaver you max hit points are reduced by 5.

While attuned to the Reaver, you can use your reaction after striking an enemy to drain the lifeforce of that creature if it is any creature type aside from undead or construct.  This inflicts 1d6 necrotic damage on that enemy and the wielder of the Reaver gains that many temp hit points. This may be done a number of times equal to your Constitution bonus and these uses refresh after a long rest.  

Any creature reduced to 0 hit points with the Reaver is dead.  You cannot do nonlethal damage with the Reaver.  

Upgrade Method

You may upgrade Taramel using a magic weapon of at least uncommon rarity.  To use this  ability you must have used the Reavers ability to inflict additional necrotic damage with a reaction on a creature with acr equal to your level and then  killed that creature since your last long rest. If you have done this, that death will have opened the Reaver up to taking on more power.  Over the course of a short rest The Reaver can absorb the weapon’s power, leaving the non-magic weapon behind. At the end of the short rest the Reaver’’s abilities increase as indicated on the table below.  An uncommon weapon increases the Reaver one rank, a rare weapon increases it two ranks, a very rare weapon increases it three ranks, and a legendary weapon increases it five ranks.  Ammunition may not be used for upgrading the Reaver.  

Upgrade Levels

1. The Necrotic damage inflicted by and temp hit points gained from the Reaver’s reaction ability increase to 1d8.
2. You Gain resistance to necrotic damage while attuned to the Reaver.
3. +5: Can sense direction to the Reaver, within 500 feet can call it to hand as a bonus action. 
4. The Necrotic damage inflicted by and temp hit points gained from the Reaver’s reaction ability increase to 1d10
5. You gain a hit die any time you Reduce a creature who is not an Undead of Construct to 0 hit points with the Reaver.
6. While attuned to the Reaver You can cast speak with dead on any corpse killed with it.
7. The Reaver becomes a +2 weapon. 
8. The Necrotic damage inflicted by and temp hit points gained from the Reaver’s reaction ability increase to 2d6
9. The Reaver becomes a +3 weapon. 

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I’ll generate a few more examples for a future post.