Main Walkthrough

Perhaps the single-most important reason that Breath of Fire III is such a replayable game, the Master system can define the course of a playthrough. By apprenticing your characters to a Master you can radically change how they play in combat, making for a very different experience despite the unchanging story.

This guide will give you a rundown of each of the Masters in Breath of Fire III. Before we look at the individual Masters, however, we should discuss how the Master system works.

Introduction to Masters

Masters are teachers that live throughout the lands of Breath of Fire III. Some participate in the story, though most just wait in one spot for your team to come along. Once you've satisfied the Master's requirements for initiation you can then apprentice your characters under that Master. Their needs vary wildly, and where some might only want a bit of cold, hard cash, others may require you to track down rare items. 

Masters provide two, potentially three services to your party members:

  • They teach characters new Skills after one of their apprentices advances a specific number of levels. If someone was apprenticed to Mygas for at least one level, for example, they would learn the Skill Frost the next time they spoke to him. Only the first character to reach that level would learn the Skill, so the next person to apprentice under Mygas would not learn Frost (but they might learn Meditation, if they remained a student of Mygas).
  • They alter the stat bonuses a character receives upon leveling up. A character apprenticed under Bunyan would see their physical stats rise more quickly than normal, whereas their AP and Int bonuses upon levelup would suffer. 
  • Some Masters provide an extra bonus stat boost to their apprentices. D'Lonzo, for example, makes her apprentices more accurate. This bonus disappears if the apprentice leaves the Master's service.
The bonuses are temporary, and Skills can be moved around to other characters via Skill Ink, but the stat changes are what truly define why a character is suited to a particular Master. You can radically change how a character plays by leaving them under the same Master (or several similarly-weighted Masters) for long periods of time. You can also make characters very weak if you choose your Masters poorly, so it pays to consider your apprenticeships carefully.

Every Master you meet, and the stat changes / bonuses they provide to their apprentices, is recorded in the Master List. The list is available whenever you check a diary.


Location: Grove to the southwest of McNeil
Stat Modifiers: +1 AP, +2 Int, -1 Pwr, -1 Def
Added Effects: Increased chance of Surprise Attacks, reduced chance to dodge
Learned Skills:

  • Level 1 - Frost
  • Level 4 - Meditation
  • Level 6 - Magic Ball
  • Level 8 - Typhoon
The first Master you'll encounter, and the one who teaches you about the Master system, Mygas is weighted towards turning your characters into magic users. He's a natural choice for Nina and Momo, and a Ryu who wants to make good use of Accession early in the game can benefit from a few levels under Mygas. He's a poor fit for anyone who wants to lean towards physical combat, so Garr and Peco likely shouldn't bother with the wandering wizard.

Mygas is available as a Master after defeating the Nue with Ryu, Rei, and Teepo. You must give him all of your money (even if the amount is zero) to turn him into a Master.


Location: Cedar Woods
Stat Modifiers: +2 HP, +2 Pwr, +1 Def, -2 AP, -3 Int
Added Effects: None
Learned Skills:

  • Level 2 - Risky Blow
  • Level 5 - Focus
  • Level 8 - Super Combo
  • Level 10 - Disembowel
An important figure during the first part of the game, Bunyan is a physical powerhouse. He makes a great Master for anyone who wants to use physical attacks, and is a solid first choice for a straightforward Ryu build when you first leave the Yraall Region. He can serve as a Master for Peco and Garr the entire game, and Rei as well if you don't care about his lightning magic. Bunyan is awful for magic users, so keep him away from Nina unless you're going all-in on turning her into a physical force.

Bunyan is available as a Master once Ryu is separated from Rei and Teepo. Leave the Cedar Woods, then reenter and visit Bunyan's cabin to apprentice under him.


Location: Hut along the outer walls of Wyndia on the world map
Stat Modifiers: None
Added Effects: None
Learned Skills:

  • Level 1 - Unmotivate
  • Level 2 - Feign Swing
  • Level 3 - Backhand
Sort of a gimmick or gag Master, Durandal is only useful for one of his Skills. He provides no stat boosts or bonuses, and all three of his Skills are non-lethal - a fact that appeals to Hondara, a much more useful Master. Put someone under Durandal for three levels to learn Backhand, his final Skill, then dump him.

Durandal is available as a Master as soon as you leave Wyndia by the front gate for the first time.


Location: Coffee Shop, on the hill above the shop
Stat Modifiers: +1 Pwr, +1 Agl, -1 HP, -2 AP
Added Effects: Increased chance of Surprise Attacks, increased dodge, increased accuracy
Learned Skills: 

  • Level 2 - Monopolize
  • Level 3 - Intimidate
  • Level 4 - Steal
A speedy thief, D'Lonzo emphasises quick, strong attacks over survivability. During the long stretch where Rei is out of the party you'll need D'Lonzo, as she teaches the Steal Skill, providing the only method for filching items from enemies. Her stat bonuses make her a decent choice for Ryu, Rei, Nina, and Momo for a little while, but the ding to AP hurts. There's a quicker way to boost Agl coming up, and once that Master is unlocked you won't need D'Lonzo anymore. (Even if the accuracy boost is handy for Momo.)

D'Lonzo is available as a Master the first time you visit the Coffee Shop with Ryu, Nina, and Momo, just before you head to the Plant. You need to have at least 15 different types of weapons in your inventory before D'Lonzo will agree to be a Master, which is possible early in the game so long as you've been picking up every item and buying every weapon.


Location: Forest east of the Plant
Stat Modifiers: +1 AP, +1 Def, +2 Int, -1 HP, -2 Pwr
Added Effects: Decreased resistance to Fire
Learned Skills:

  • Level 2 - Sanctuary
  • Level 5 - Recall
  • Level 8 - Shield
Yggdrasil is another Master heavily weighted towards crafting magic users. The +2 to Int is a great boon to Nina, Momo, and potentially Ryu, and having a bit of extra Def never hurt. Shield is also a great Skill overall, and teaching it to someone else will free up Ryu's AP and turns for offensive maneuvers. Despite being a fellow plant Yggdrasil is a poor fit for Peco, who is heavily weighted towards physical combat.

Yggdrasil is first available as a Master when you visit its grove with Peco leading your party. You need to give Yggdrasil a Wisdom Fruit to apprentice your characters to the world tree.


Location: Pub on the west side of Genmel
Stat Modifiers: +4 HP, +1 Pwr, +3 Def, -3 Int, -3 Agl
Added Effects: Reduced dodge
Learned Skills:

  • Level 2 - Charge
  • Level 4 - Counter
  • Level 6 - Resist
The Master of choice for tanks everywhere, Fahl heavily sacrifices Int and Agl to turn his apprentices into tough hombres. Peco and Garr are both uniquely suited to apprenticing under Fahl, and their HP (particularly Peco's) will skyrocket under the bartender's hazy eye. You can leave them with Fahl for the entire game and come out satisfied with the results. Fahl is a terrible choice for anyone who values speediness, which is... pretty much everyone else in the party. 

Fahl is first available as a Master after you complete the events surrounding the Contest of Champions, including fighting and defeating Stallion. Fahl will not accept any apprentices until you battle thirty times in a row, without resting at an inn or a campsite.


Location: Forest northeast of Wyndia
Stat Modifiers: +2 Agl, -1 HP, -1 Pwr, -1 Def
Added Effects: Increased dodge
Learned Skills:

  • Level 2 - Charm
  • Level 5 - Shadowwalk
  • Level 8 - War Shout
The speedster who replaces D'Lonzo, Meryleep is by far your best choice for raising a character's Agl. Rei and Nina become blurs if left under Meryleep for a while, and Ryu and Momo can both benefit from a bit of extra Agl. That said, the hit to other stats makes Meryleep a poor choice for long-term leveling, as you don't need that much Agl to outrun most enemies. Once you've collected Meryleep's three Skills - Shadowwalk and War Shout are amazing - you can consider moving on to someone else.

Meryleep is first available as a Master once you've helped the fairies and acquired the Faerie Tiara. You also need the Flower Jewel, which is found in a tree filled with crows in a mountainous area to the west of the Maekyss Gorge. Peco can knock the Flower Jewel out of the tree, and Peco is needed to summon Meryleep in her forest, as only he can smack a rock into her pond. Give her the Flower Jewel to apprentice your characters to her.


Location: Beach southwest of Rhapala
Stat Modifiers: +4 HP, +3 AP, -1 Pwr, -1 Def, -1 Int, -1 Agi
Added Effects: None
Learned Skills:

  • Level 2 - Trump
  • Level 5 - Berserk
  • Level 8 - Sudden Death
A fishman with an eloquent tongue, Giotto is a decent Master for anyone who's lagging behind in either HP or AP. Characters like Nina and Momo can benefit from Giotto's tutelage for a few levels, as the big jump in HP and AP will pull them out of glass cannon status. Unfortunately Giotto stunts everything else of importance to your party members, so you don't want to use him as a Master for long.

Giotto will take on apprentices once you've reached the fishing level of Rodmaster. This requires 2,000 points from fishing, which is easy enough to accomplish by the time you reach Rhapala.


Location: Urkan Tapa
Stat Modifiers: +2 AP, +1 Int, -2 Pwr
Added Effects: Increased resistance to Holy, increased resistance to Death
Learned Skills:

  • Level 2 - Purify
  • Level 5 - Kyrie
  • Level 8 - Benediction
A holy man, Hondara is another character for spellcasters. Though Benediction is ultimately not that great, Kyrie can be very useful against a few bosses, and it's always handy to have another Purify spell floating around the party. Hondara's good for boosting AP around the mid-game, though the hit to Pwr hurts. He's a good choice for Nina, and... that might be all, actually.

Hondara is located in the Hall of Prayers in Urkan Tapa. You can apprentice characters under him immediately, so long as someone in the party knows the Skill Backhand, learned from Durandal.


Location: Hut to the east of the Dauna Mine
Stat Modifiers: +4 AP, +4 Int, -2 Pwr, -2 Def
Added Effects: None
Learned Skills:

  • Level 2 - Barrier
  • Level 4 - Mind Sword
  • Level 6 - Enlighten
The number one best way to raise Int, Emitai is ultimately a bit of a mixed bag. The big boost to AP and Int make him a great choice for a little while, especially for Nina, but the ding to Pwr and Def will turn your characters into glass cannons if left under Emitai for too long. He's a good mid-game Master before moving on to someone else. Make a point to get his Skills, as they're all great for characters with Int and AP to spare.

Emitai is broke, just like the first time you met him, and when you discover his home in the adult portion of the game he'll ask for 10,000 zenny. Hand it over to turn Emitai into a Master. 

Bais, Lang, Lee, Wynn

Location: Wyndia
Stat Modifiers: +1 Pwr (Bais) / +1 Def (Lang) / +1 Int (Lee) / +1 HP (Wynn)
Added Effects: None
Formations / Items Acquired:

  • Level 3 (Bais) - Chain Formation
  • Level 3 (Lang) - Cupid's Lyre
  • Level 3 (Lee) - Magic Formation
  • Level 3 (Wynn) - Refuge Formation
The kids are back, and they're all grown up. Bais, Lang, Lee, and Wynn are different from other Masters in the game, as they provide no new Skills and very little by way of stat bonuses. Instead you'll receive either a new Formation or an item for apprenticing under the four teens. Each counts as an individual Master, and you can apprentice characters under them without satisfying the requirements of the rest.

Bais, Lang, Lee, and Wynn still like to play hide-and-seek, though this time they'll hide throughout the world. You'll need to do some searching to find all four:
  • Bais hides in the same chamber as the dragon skull where Ryu begins the game, inside the Dauna Mine. Check behind the light stands to the west of the skull's entrance to find Bais.
  • Lang hides in the final area of the Wyndia Catacombs, accessible by heading to the west side of the city's lower level. You'll find him behind the large gravestones at the end of the catacombs, on the left side of the room.
  • Lee hides at the Checkpoint to the northeast of Wyndia, on the road to Rhapala. You'll find her on the north side of the border wall, on your left as you head northeast through the border check.
  • Wynn hides on the west side of the lower level of Junk Town. You'll find her behind a small home near the guildermaster's house.

Hachio / Haochi

Location: Castle Wyndia kitchen
Stat Modifiers: +2 HP, +2 Pwr, +1 Def, -2 AP, -1 Int, -1 Agl
Added Effects: Increased critical
Learned Skills:

  • Level 2 - Mighty Chop
  • Level 4 - Demonbane
Another physically-inclined Master, Hachio / Haochi (depending on your version of the game) is similar to Bunyan, though characters under him will take less of a hit to Int and one more to Agl. This makes him a poor choice for characters like Ryu and Rei, who value speed, but a solid choice for Garr and Peco. The increased chance of landing a critical hit doesn't hurt either.

Hachio / Haochi is one of the more difficult Masters to unlock. You'll run into his kitchen a number of times, but he's not available as a Master until you've returned from the other side of the ocean. You'll also need to bring him four ingredients:
  • Beef Jerky - Purchased at the Faerie Village Handyman item vendor, stolen from / dropped by Blue Goblins (Mt. Levett)
  • Swallow Eye - Dropped by Rippers (Ogre Road, Mt. Levett)
  • Angler - Caught at Fishing Spots near Steel Beach and Cliff using Fish Lures (preferably high-level ones)
  • Martian Squid - Caught at Fishing Spots near Maekyss Gorge and Mt. Myrneg using Worm Lures (preferably high-level ones)


Location: Mt. Zublo shrine
Stat Modifiers: +3 AP, +1 Pwr, +3 Int, +1 Agl, -3 HP, -3 Def
Added Effects: None
Learned Skills:

  • Level 2 - Inferno
  • Level 5 - Blizzard
  • Level 8 - Myollnir
  • Level 12 - Sirocco
  • Level 15 - Celerity
Another important player in Breath of Fire III's storyline, Deis is also one of the best Masters in the game. She can improve every character in some way, at least offensively, and makes for an excellent late-game Master. The only exceptions are Garr and Peco, though by the time you reach Deis they will likely have plenty of HP and Def as it is. Once you're done with other Masters it really can't hurt all that much to apprentice under Deis, assuming your characters already have plenty of HP.

Deis doesn't unlock as a Master until after you've returned from the other side of the ocean for the first time. Return to Mt. Zublo with Ryu in the lead and he can lead the party into Deis' chamber. In order for Deis to agree to take on apprentices you need to have told her that you like her better in her snake form, during your first visit to her home in Mt. Zublo.


Location: Dragnier
Stat Modifiers: +2 Pwr, +2 Def, +2 Int, +1 Agi, -6 HP, -6 AP
Added Effects: Increased resistance to Fire, increased resistance to Status, increased resistance to Death
Learned Skills:

  • Level 3 - Mind's Eye
  • Level 5 - Holy Strike
  • Level 7 - Ward of Light
  • Level 9 - Aura
Arguably the best Master in the game, Ladon, god of dragons is the definition of a late-game teacher. The Skills you'll gain under Ladon are fantastic, and AUra on its own is reason enough to collect all of Ladon's Skills. He also provides huge boosts to every stat besides HP and AP, which might as well not exist while a character is apprenticed under Ladon. Once you're satisfied with how your characters are doing on HP and AP (lkely around the time you reach Dragnier), feel free to move them to Ladon.

Ladon hides within the wall in the far northwest of Dragnier, above the Portal Drive. Only Ryu can summon Ladon. In order to apprentice characters to Ladon you must first collect every Dragon Gene in the game, which is doable before you reach Dragnier and meet Ladon. (You'll find the final Gene in Dragnier, as part of the story.)