Last night was awesome. I did indeed get to go shopping around the elven town, and I got just about everything I wanted.
I did get to call my new dire bear companion, as promised, and he is a big old fella at 36-HD!
We did not have the time to upgrade any items (yet), so I just bought all-new stuff and donated my old loot back to the party to do with as they pleased. I got:
A hybrid suit of susalian chainweave (see Complete Warrior)/mithril chain shirt, with heavy fortification, silent moves, and shadow (all 3.0 versions) added onto it.
To make up for the lower AC, I was allowed to purchase a set of Bracers of Armor +1, and add a +5 enhancement bonus on to it. Also, I got an Amulet of Natural Armor +5 and Ring of Protection +5. I got a +5 animated large steel shield, so now my AC is 42 instead of 34.
For weapons, I got my Bow of True Arrows (see Sword & Fist), which gives me I believe a total +47 to attack, and got a second one for our party “leader”. And, I got one set of 50 arrows each of holy, chaotic, and lawful arrows (and regular arrows for when I get stuck fighting neutral opponents). I got a new +5 silver rapier of ghost touch, holy, and bane undead for when I am stuck fighting in melee, and I kept my other rapiers as backup weapons. I also got a +5 Dagger of returning for when bows are a bad idea and I don’t want to be in melee. I got a Quiver of Ehlonna to store as many arrows as I can.
I got a Manual of Quickness in Action, and a Manual of Bodily Health to read when I get the chance.
With the rest of the money, I got a Necklace of Adaptation and a Lantern of Revealing. I still had 15,000 gp of new money left after buying all of the above (this is not counting my share of party funds), so on the advice of our party “leader” I kept that money. He gave me a Golembane scarab, and another party member got me a Gem of true resurrection.
Also, I totaled up all the experience points I had not yet added up, which gave me 2 (!) more levels (I was just shy of level 23 before I did this, so now I am 24). I decided that prestige classes are, for the most part, out of my reach at this stage so I went with my instinct and made myself a Rog 12/Rgr 12. I added my +1 to Int when I took the Rogue level at 24, so I could get the extra skill point, which I put all of in Use Magic Device (my Ranger skills went into bowmaking, on the advice of party leader, which should come in handy I’d imagine). I took Penetrate Damage Reduction as my feat.
Another thing, unrelated to my character but almost as much fun as building him up. Our party’s new necromancer discovered that someone in the town had found the Hand of Vecna. Our newbie immediately cut off his own hand and attached the Hand to the stump. I laughed at him, but he told me “what’s the worst that can happen? I’m already evil so there’s really nothing.” I looked the item up in the DMG and found out this was true. So, I went and dug out a copy of the 1E DMG, which the DM took as much glee in exploring as I did. He let the player pick out (randomly) the powers – and curses – that the item would give under 1st edition rules. Oh, that was fun.

there is a 1% cumulative chance per use that he explodes, and let’s not forget that he can always be possessed by Vecna (and try to kill us all, but that is a story for another day).
Here is my bear. I still need to give him +6 points to his ability scores for raising the HD, as well as 7 more feats. I will want to get some magic items when I can to buff up his AC.
Baloo
Dire Bear (Advanced)
Huge Animal
Hit Dice: 36d8+216 (378 hp)
Initiative: +0
Speed: 40 ft. (8 squares)
Armor Class: 18 (-2 size, +0 Dex, +10 natural), touch 8, flat-footed 18
Base Attack/Grapple: +27/+49
Attack: Claw +39 melee (2d6+14)
Full Attack: 2 claws +39 melee (2d6+14) and bite +34 melee (3d8+7)
Space/Reach: 15 ft./10 ft.
Special Attacks: Improved grab
Special Qualities: Low-light vision, scent
Saves: Fort +26, Ref +20, Will +13
Abilities: Str 39, Dex 11, Con 23, Int 2, Wis 12, Cha 10 (+6)
Skills: Listen +14, Spot +14, Swim +27
Feats: Alertness, Endurance, Run, Toughness, Weapon Focus (claw)
Environment: Cold forests
Organization: Solitary
Challenge Rating: X
Treasure: None
Alignment: Always neutral
Advancement: ---
Level Adjustment: ---
COMBAT
Improved Grab (Ex): To use this ability, Baloo must hit with a claw attack. He can then attempt to start a grapple as a free action without provoking an attack of opportunity.