Owen K.C. Stephens
Adventurer
While a spiked chain has a high opportunity cost (the Exotic Weapon Proficiency), it can be very useful if you build around it carefully. As already mentioned you're going to want Combat Reflexes (the increased attack area and reach means you're more likely to be able to take an AoO more than once) and Power Attack (it is a 2-handed weapon, so the 2-for-1 PA bonus is easily worth it). Improved Trip is useful, though my builds tend to go for Cleave first. It's likely to come in at lower levels (when a group of goblins are common fodder), and the reach of the chain means you're more likely to have another target in reach when you drop a foe. In most games, I'd take Improved Trip before Great Cleave, however.
As a 1st level character, if using spiked chain I like to be a human fighter. That allows you to start with Exotic Wpn Prof, Combat Reflexes and Power Attack all at once.
At higher levels I have found Spring Attack useful, especially when dealing with other spiked chain users (especially Large spiked chain users). Whirlwind Attack is more useful with a spiked chain, but unless you regularly face hordes of low-level foes it's rarely worth it.
Boosting your size a class can also be more useful than you might think. If you get an enlarge spell, you go from threatening 24 spaces (not including your own) to threatening 32 spaces (other than your own). If your DM runs a character on a horse as taking up all 4 spaces of the horse, for example, you can fight on horseback with a spiked chain and gain the additional threatened area.
If you do go with the Cleave build, pick up Improved Critical when you can. It boosts the number of occasions on which you'll drop a foe when cleaving is still useful.
If using things from the Complete Warrior, you might ask your DM about Hold the Line. Since it specifies it allows you to make an AoO under conditions you normally can't, it might count as a different opportunity, allowing you to make two AoOs against a charging creature (one when it enters the outermost space you threaten, and a second when it leaves it). Even if your DM disallows that interpretation, it will allow you to make an AoO against a charging creature with 10 ft. reach. Similarly Karmic Strike is more useful when it can be used against ogres.
If using material from Complete Arcane, consider Mage Slayer. I personally don't allow it in my games, but if your DM does a spiked chain is the weapon to use it with.
If you're going with a high-Dex, low Str build, you'll want Weapon Finesse. Spiked chain is one of the best weapon Finesse Weapon options, though again you spend a lot of feats to be able to use it well. I have found character of this type actually often do well as fighter/rogues, since the sneak attack is easier to set up with greater reach, and it adds damage which might be lost from a low Strength. My very first 3e character was a fighter/rogue with a spiked chain, and he proved very effective in games at Wizards of the Coast.
Owen K.C. Stephens
As a 1st level character, if using spiked chain I like to be a human fighter. That allows you to start with Exotic Wpn Prof, Combat Reflexes and Power Attack all at once.
At higher levels I have found Spring Attack useful, especially when dealing with other spiked chain users (especially Large spiked chain users). Whirlwind Attack is more useful with a spiked chain, but unless you regularly face hordes of low-level foes it's rarely worth it.
Boosting your size a class can also be more useful than you might think. If you get an enlarge spell, you go from threatening 24 spaces (not including your own) to threatening 32 spaces (other than your own). If your DM runs a character on a horse as taking up all 4 spaces of the horse, for example, you can fight on horseback with a spiked chain and gain the additional threatened area.
If you do go with the Cleave build, pick up Improved Critical when you can. It boosts the number of occasions on which you'll drop a foe when cleaving is still useful.
If using things from the Complete Warrior, you might ask your DM about Hold the Line. Since it specifies it allows you to make an AoO under conditions you normally can't, it might count as a different opportunity, allowing you to make two AoOs against a charging creature (one when it enters the outermost space you threaten, and a second when it leaves it). Even if your DM disallows that interpretation, it will allow you to make an AoO against a charging creature with 10 ft. reach. Similarly Karmic Strike is more useful when it can be used against ogres.
If using material from Complete Arcane, consider Mage Slayer. I personally don't allow it in my games, but if your DM does a spiked chain is the weapon to use it with.
If you're going with a high-Dex, low Str build, you'll want Weapon Finesse. Spiked chain is one of the best weapon Finesse Weapon options, though again you spend a lot of feats to be able to use it well. I have found character of this type actually often do well as fighter/rogues, since the sneak attack is easier to set up with greater reach, and it adds damage which might be lost from a low Strength. My very first 3e character was a fighter/rogue with a spiked chain, and he proved very effective in games at Wizards of the Coast.
Owen K.C. Stephens