Advanced Search

D&D Companion Set (BECMI Ed.) (Basic)Click to magnify
Full‑size Preview

D&D Companion Set (BECMI Ed.) (Basic)


This is the third boxed set of the Dungeons & Dragons game series. The first, the D&D Basic Set, introduced the game and explained the rules for 1st-3rd level characters. In the D&D Expert Set, character levels 4-14 were detailed, along with notes on the fantasy world in which the characters live.

If you started with a 1st character, and have enjoyed the wilderness expansion of Expert level play, then you are ready for this set.

You can also use this set if you'd like to discover what it's like to own a medieval castle. You can rule a land, bring civilization to the wilderness, and cope with all the threats to your territory, while facing monsters and magic of all kinds.

Your adventures will be different than ever before. Lower level characters must keep busy surviving and learning; but when you find the challenges lacking, or treasure too easily found, you may start to wonder?"Is there anything more?"

There certainly is! Games for higher level characters are often different?as new as when the characters first braved the unknown wilderness.

Product History

The D&D Companion Rules Set (1984), by Frank Mentzer, is the third volume in Mentzer's BECMI rules series. It was published in June 1984.

About the Title. The name of the "Companion Rules" dates back to at least 1980. At the time, Tom Moldvay and David "Zeb" Cook were working on their B/X iteration of Basic D&D; that D&D Basic Set (1981) and D&D Expert Set (1981) were together meant to be a complete game. But at the same time, Moldvay was considering a "D&D Companion supplement", which would extend play out to level 36.

There was never a B/X "Companion supplement" but when Mentzer started working on his new BECMI iteration of Basic D&D, he was told to use the "Companion" name for the third set — even though it was a totally different product with different content that addressed a narrower set of levels.

About the Cover. The Basic (1983) and Expert (1983) covers showed heroes fighting dragons against backdrops that linked with the sets' styles of play. That trend continues on the Companion cover, where a hero fights a green dragon; a castle in the background suggests the role of fortresses (and domains) in this new D&D box.

About the Box. This is the "teal box" in the D&D series.

Origins (I): Moving Toward BECMI. From the start, Mentzer had planned to advance his new BECMI edition of D&D (1983-1986) to those higher levels of play that the original Expert Set (1981) had only hinted at. Mentzer revealed this in Dragon #77 (September 1983), where he said that there would be at least three more major releases for Basic D&D: "Set #3, Companion", "Set #4, "Masters", and a new version of "Gods, Demigods & Heroes" — which presumably is what eventually became Set #5, Immortals. Mentzer said that these new sets would features "castles" and players ruling "their domains" and stated that new classes like druids, knights, and paladins would show up. And, that's pretty much what's in the Companion Rules (with a few additions): if Basic was about dungeons, and Expert was about the wilderness, Companion was about kingdoms

Though TSR was happy to continue the BECMI series to these higher levels, Mentzer says that the company had lower expectations for how well these products would do. The Basic Rules (1983) and the Expert Rules (1983) were expected to be big sellers, while the "'advanced' setup" of Companion Rules (1984) and Master Rules (1985) were thought to be a "tier down". Mentzer says that they "sold fine" but nothing like the "first tier" sets for Basic and Expert.

Origins (II): Strongholds & Warfare. In the oldest days of D&D, the game had a big focus on warfare. That was due to its origins in the miniatures wargaming genre and the fact that its first rules, Chainmail (1973), were all about battles. Dave Arneson's Blackmoor game clearly focused on warfare too, as stories of his campaign talk about wars with the Egg of Coot and others. However, when OD&D (1974) came out, it put much more emphasis on dungeons. A few years later, TSR published a miniatures warfare supplement, Swords & Spells (1976), but it was the last gasp for a dying style of play.

The trope of characters holding strongholds and ruling over lands lasted a bit longer. OD&D had short sections on ruling baronies and constructing castles. It was clearly intended as a successful end point for high-level characters. The idea carried into AD&D (1977-1979), where higher level characters could build strongholds (or towers), but by this point the rules were vestigial: the concept of characters settling down to rule was largely outside the norm of D&D play as the game entered through the '80s.

So it was up to the Companion Rules to bring this classic gameplay back.

Origins (III): A Little Help from My Friends. Though Frank Mentzer engaged in intensely personal work for most of his designs of the BECMI series, he enlisted a bit of help for the Companion Rules: he brought in Douglas Niles and Gary Spiegel to create the game's new warfare system. He asked the two for: "a fast, easy-to-run, uncomplicated but expandable, comprehensive but not tedious, all-new state-of-the-art method for handling REALLY large battles, something that newbies could embrace but that old-schoolers could use without squawking".


The two delivered one of TSR's best received mass-combat systems, the War Machine. Niles would go on to produce a few other mass combat systems for TSR, while Spiegel would unfortunately fall victim to one of TSR's layoffs of the mid '80s.

What a Difference an Edition Makes. By the mid '80s, the D&D game had actually gotten a little staid. The AD&D rules were completed with the release of the Dungeon Masters Guide (1979) and since then the only hardcover sourcebooks had been god and monster books. The Basic D&D line broke some new ground with its original Expert Set (1981), which had reintroduced and codified wilderness play, but that was the only large-scale expansion of the D&D rules in the early '80s.

The Companion Rules thus mark a major turning point in the evolution of the hobby. They massively expand the Basic D&D game with a variety of new rules. While the warfare and domain rules were influenced by D&D's primordial play, and while the game's new classes were influenced by AD&D's own classes, Mentzer wasn't afraid to take these rules systems in new directions — introducing mechanics and play styles that had never been seen before in the D&D game.

Expanding D&D: Dominions. The innovation in the Companion Rules begins with its "dominion" mechanics, which provide a rule system for founding and administering an entire kingdom. This was a reimagination of the high-level play of baronies that had been lost with OD&D, but it was now rebuilt with sturdier mechanics that were more expansive and more modern.

These dominions would be used in the majority of the Companion-level "CM" adventures (1984-1987) and even into the Master-level "M" adventures (1985-1987), but they'd also show one of the lines' biggest weaknesses. Because TSR's modules assumed that players had founded their own dominions, those adventures lost the ability to detail concrete settings in the Known World. Instead, the adventures constantly offered up new, generic dominions that were meant to suit the individual adventure, but that had little importance to the overall Known World setting.

Expanding D&D: Warfare! Niles and Spiegel's new warfare system, "The War Machine", was built to work hand-in-hand with the new dominion system; it would similarly see use in the "CM" and "M" adventures — and even in the Immortal-level "I" adventures (1986-1987). As requested by Mentzer, War Machine is a very big-picture combat system. It is not a miniatures system like Chainmail or Swords & Spells or the then-upcoming Battlesystem (1985), but instead it is a more abstract, larger scale system that could easily be played on the area maps of the Known World, which sued hexes of 24 miles each! Niles describes it as a "'gut-feeling' kind of design" that incorporates everything but then "boils the details down to a fast, easy-to-resolve system"

Expanding D&D: Human Classes. The classic human classes all receive a variety of power-ups in the Companion Rules. Fighters get additional attacks; clerics and magic-users get higher level spells; and thieves get … the short end of the stick. Instead of giving thieves new powers, the Companion Rules takes back some of what they'd gotten in the Expert Rules … and then gives it back to them as they level up. Later printings of the Expert Rules reflected the decreased thief powers codified in the Companion Rules.

Expanding D&D: Prestige Classes. The Companion Rules also introduces four new human classes: druids, paladins, knights, and avengers. What's amazing about them is that they're essentially primordial prestige classes that players can switch over to as they level up. Neutral clerics can become druids at ninth level, while name-level fighters who decide not to rule dominions can become paladins, knights, or avengers depending on whether they're lawful, neutral, or chaotic. The last class, the avenger, is particular notable because it represented a fan favorite class that was finally introduced into the official canon: the anti-paladin, who dated back to an (unofficial) article in Dragon #39 (July 1980).

Expanding D&D: Demihumans. Finally, the demihumans of Basic D&D faced a major quandary with the Companion Rules because they'd been level capped with the Expert Rules. To sort of resolve this, the Companion Rules introduce "Attack Ranks", which allow dwarves, elves, and halflings to continue improving their attacks (and to gain a few other special abilities) as they level up beyond their caps. Demihumans probably still weren't as fun as the other Basic D&D classes at their higher ranks, but it was an improvement over the low limits of the Expert Rules (and of AD&D at the time).

The Companion Rules also debut a totally new bit of demihuman lore: demihuman clan relics. These artefacts include a Forge of Power for the dwarves, a Tree of Life for the elves, and a Crucible of Blackflame for the halflings. They mainly provide evocative color for the demihuman races, but they were quite innovative — though at least the idea of Blackflame originated in Mentzer's own Aquaria campaign.

These clan relics were well-used in later Basic D&D adventures. XS2: "Thunderdelve Mountain" (1985) and CM7: "The Tree of Life" (1986) would focus on the relics for the dwarves and elves respectively — though they're both actually Expert-level adventures. CM4: "Earthshaker!" (1985) meanwhile introduced the gnome relic. The relics are also touched upon in a few other adventures and Gazetteers.

Expanding D&D: The Disconnect. Today, fans think of the BECMI as a single, well-connected sequence of supplement. However, there's a definite disconnect between the Expert Rules, which was the last of the revisions, and the Companion Rules, which was the first of the new releases. It's most obvious in the changes in thief skills that occurred between editions. However, other Companion rules backtrack to the Expert levels, including the demihuman's attack ranks and the new druid class. Fundamentally, the clean progression of the BECMI boxes is broken by these Companion rules that are necessary for Expert play. It wouldn't be until the release of the Rules Cyclopedia (1991) that everything was shuffled into its proper place.

Exploring the Known World: Pangaea. There isn't a lot of information on the Known World in the new Companion Rules. But what's there is crucial. In particular, there's a map that shows the whole continent of the Known World, with locations of previous maps from X1: "The Isle of Dread" (1981), X4: "Master of the Desert Nomads" (1983), X5: "Temple of Death" (1983), and X6: "Quagmire!" (1984) all highlighted — though you'd have to be a scholar of the Known World to really understand what the map is showing, because it's largely unlabeled! There's also a previously unknown area highlighted, which would be revealed as Norwold in CM1: "Test of the Warlords" (1984).

The continental map is notable for another reason: it looks a lot like North America. The map was courtesy of Francois Marcela -Froideval, and is described by Mentzer as a "worldmap of Pangaea". Fans place it as the Earth of about 152 million years ago. This idea would be further expanded in the Master Rules (1985).

Exploring the Known World: The Black Eagle Barony. One other bit of notable new Known World lore appears in the Companion Rules. The third short adventure in the book, "The Fall of the Black Eagle", describes a short war between the Black Eagle Barony and the Grand Duchy of Karameikos, fought in the town of Kelven (which was introduced in the revised Expert Rules). The epilogue to the book suggests that Black Eagle Barony falls, leading to a new time of boring peace in the Grand Duchy of Karameikos. CM1: "Test of the Worlds" then reveals that this event drives adventurers to the new lands of Norwold, which would mark it as the start of a metaplot that would run through the "CM" and "M" adventures.

Except the canonicity of this defeat of the Black Eagle Barony is in question. X10: "Red Arrow, Black Shield" (1985) would feature another battle between the Black Eagle and Karameikos — though the caconicity of that adventure is troublesome too!

Exploring the Spheres. After hinting at a new design for the multiverse in the updated Expert Rules (1983), the Companion Rules finally provide a more complete exploration of Basic D&D's planes. For the first time ever, Basic D&D's multiverse is definitively revealed to be a lot like the Great Wheel. There's a Prime Plane surrounded by an Ethereal Plane; there are also four nearby Elemental Planes. The Companion Rules also introduces vortexes and wormholes, which are fresh to the Basic D&D game. As for the Outer Planes: players would have to wait for the Master and Immortal rule book.

Speaking of Immortals, they're mentioned for the first time, as entities living in other planes. The Companion Rules even talk a little bit about "paths to immortality", which would be the focus of the Master Rules.

Monsters of Note. Each of the BECMI boxes contains a new set of monsters for the new levels of play. for the Companion rules, this includes high-level dragons and wacky golems (including the draconic drolem, the mud golem, and the obsidian golem). Finally, the undead get some love, with the phantom, haunt, and spirit giving clerics something to do when they're done beating up on vampires. There's also a nice list of monsters from other planes, which helps to flesh out the Inner Planes described elsewhere.

About the Creators. Frank Mentzer was one of the star creators at TSR in the early to mid '80s, working closely with Francois Marcela-Froideval and Gary Gygax on the most important rulebooks for D&D. Mentzer took total control of Basic D&D around 1982 when Gygax approved the BECMI project, and would remain in that position through his work on the Immortals Set (1986).

About the Product Historian

The history of this product was researched and written by Shannon Appelcline, the editor-in-chief of RPGnet and the author of Designers & Dragons - a history of the roleplaying industry told one company at a time. Please feel free to mail corrections, comments, and additions to

We (Wizards) recognize that some of the legacy content available on this website does not reflect the values of the Dungeons & Dragons franchise today. Some older content may reflect ethnic, racial, and gender prejudice that were commonplace in American society at that time. These depictions were wrong then and are wrong today. This content is presented as it was originally created, because to do otherwise would be the same as claiming these prejudices never existed. Dungeons & Dragons teaches that diversity is a strength, and we strive to make our D&D products as welcoming and inclusive as possible. This part of our work will never end.

 Customers Who Bought this Title also Purchased
Reviews (9)
Discussions (23)
Customer avatar
Kyle S February 24, 2023 4:35 am UTC
Missing the first page of book 2, the Introduction on the inside of the front cover. Please add!
Customer avatar
Brian E January 17, 2023 4:47 pm UTC
PLEASE PLEASE PLEASE! Make these PODs, I so want the books not just a digital file!!!
Customer avatar
Micheal B August 23, 2022 3:55 am UTC
Is this both books or just the players guide? Any help would be appreciated.
Customer avatar
James B July 19, 2022 5:16 am UTC
Is this scan still incomplete?
Customer avatar
Tidal W July 15, 2022 5:51 pm UTC
POD, please.
Customer avatar
Douglas B June 17, 2022 11:22 pm UTC
Who is Jack Kiser, and why is my PDF download of Book One watermarked with his name and order number as well as my own?
Customer avatar
Thomas S June 23, 2022 6:17 am UTC
Same here.
I have a new layer with another watermark over my own.
Strange new pdf
Customer avatar
July 03, 2022 10:06 am UTC
A glitchy watermark seems like a significant enough problem that they would want to fix it quickly.
Customer avatar
Tapio P March 21, 2022 2:36 am UTC
POD Please!!
Customer avatar
Tapio P February 17, 2022 3:52 am UTC
POD Please!!
Customer avatar
Daniel R February 11, 2022 7:58 pm UTC
POD please.
Customer avatar
Tapio P January 30, 2022 7:30 pm UTC
POD Please!!
Customer avatar
Larry L December 01, 2021 8:28 pm UTC
Is POD just too much to ask?
Customer avatar
allen P October 01, 2021 6:31 pm UTC
Please contact WotC so that you can make a print copy of this, thank you!
Customer avatar
Edward A July 20, 2021 4:17 pm UTC
TYVM for POD here! I'm glad to see this coincides with lots of money pouring into the pockets of the guys at DTRPG!

- a message from the future.
Customer avatar
Paul H May 20, 2021 6:33 pm UTC
P.O.D! P.O.D! :D/
Customer avatar
Jeff S March 15, 2021 10:06 pm UTC
POD please! Trying to collect everything BECMI and 1e
See 16 more
Narrow Results
$ to $
 Follow Your Favorites!
NotificationsSign in to get custom notifications of new products!

Product Information
Mithral seller
Rules Edition(s)
Publisher Stock #
TSR 1013
File Size:
21.6 MB
Scanned image Click for more information
Scanned image
These products were created by scanning an original printed edition. Most older books are in scanned image format because original digital layout files never existed or were no longer available from the publisher.

For PDF download editions, each page has been run through Optical Character Recognition (OCR) software to attempt to decipher the printed text. The result of this OCR process is placed invisibly behind the picture of each scanned page, to allow for text searching. However, any text in a given book set on a graphical background or in handwritten fonts would most likely not be picked up by the OCR software, and is therefore not searchable. Also, a few larger books may be resampled to fit into the system, and may not have this searchable text background.

For printed books, we have performed high-resolution scans of an original hardcopy of the book. We essentially digitally re-master the book. Unfortunately, the resulting quality of these books is not as high. It's the problem of making a copy of a copy. The text is fine for reading, but illustration work starts to run dark, pixellating and/or losing shades of grey. Moiré patterns may develop in photos. We mark clearly which print titles come from scanned image books so that you can make an informed purchase decision about the quality of what you will receive.
Original electronic format
These ebooks were created from the original electronic layout files, and therefore are fully text searchable. Also, their file size tends to be smaller than scanned image books. Most newer books are in the original electronic format. Both download and print editions of such books should be high quality.
File Information
Watermarked PDF Click for more information
Watermarked PDF

These PDF files are digitally watermarked to signify that you are the owner. A small message is added to the bottom of each page of the PDF containing your name and the order number of your purchase.

Warning: If any files bearing your information are found being distributed illegally, then your account will be suspended and legal action may be taken against you.

Here is a sample of a page from a watermarked title:

File Last Updated:
June 17, 2022
This title was added to our catalog on August 02, 2016.