Shapeshifter (3.5e Class)

Shapeshifter
"You can transform? Aww, how adorable! Here, let me show you how a professional does it!"

Many classes dabble in shapeshifting, Druids can become animals and elementals, mages use arcane power to turn themselves into many different shapes, but it takes far more dedication than either to master this powerful artform. Maybe it is the blood of Hagunemnon, Phasms, or other powerful shapechangers mingled, or forcibly infused into the shapeshifters bloodline, that makes this mutability possible for them. A true shapeshifter can be anything, a powerful melee combatant, scout, infiltrator, conman, or anything else he or she desires.

Making a shapeshifter


The Shapeshifter may change into anything she can imagine almost anytime and everywhere. During combat, usually, shapeshifters take the role of heavy melee skirmishers, while being great utility characters out of the fight.

Abilities: Shapeshifters benefit from high Strength, Dexterity, and Constitution scores as the party meatshield or shredder. They may forego physical stats and focus more on mental stats to fill in as the party face, infiltrator or skillmonkey.

Races: Any. Most shapeshifters are curious beings: usually, it's hard to trace when these abilities enter into the bloodline of a lineage, since crossbreeds between common folk and shapeshifters are quite rare, given the scarcity of these beings.

Alignment: Any, although Lawful is very uncommon.

Starting Gold: 2d4&times;10 gp (50 gp).

Starting Age: Simple.

Class Features
All of the following are class features of the shapeshifter.

Weapon and Armor Proficiency: The shapeshifter is proficient with all simple and martial weapons, light armor, medium armor and shields (except tower shields). She is also proficient with all natural attacks (claw, bite, and so forth) of any form she assumes.

 : At 1st level, the shapeshifter can spend a swift action to grant herself one of the following benefits, she may end the trick as a free action:
 * Acrobacy: +4 enhancement bonus on balance, tumble, climb and jump.
 * Climate Adaptation: You can exist comfortably in any natural climate (as per endure elements spell).
 * Might: +1 enhancement bonus to one of the three physical ability scores (Str, Dex, Con) per three levels, rounded down. Can be split.
 * Morphic Reach: The shapeshifter can stretch her limbs, neck, or other appendages outward, giving her 5 more feet of reach. The shapeshifter doesn't appear to have a longer reach until she actually uses it.
 * Powerful Build: Modifies the shapeshifter's physical stature so that in many ways she's considered as if she was one size category larger. Whenever she is subject to a size modifier or special size modifier for an opposed check (such as during grapple checks, bull rush attempts, and trip attempts), she is treated as one size larger if doing so is advantageous to the shapeshifter. While under effect of this trick, she is also considered to be one size larger when determining whether a creature’s special attacks based on size (such as improved grab or swallow whole) can affect her. She can use weapons designed for a creature one size larger without penalty. However, her occupied space and reach remain those of a creature of her actual size. The benefit stacks with the effects of powers, abilities, and spells that change the subject’s size category.
 * A shapeshifter may not activate both this and Slight Build at the same time.


 * Resiliency: Damage reduction 3/-.
 * Savagery: The shapeshifter gains a primary natural weapon that deals the appropriate amount of damage according to the size of the shapeshifter's form, 1d6 points of damage for a medium character. If the shapeshifter's form already has a natural weapon, she may opt to increase the damage of the natural weapon as if it were one size category larger.
 * Slight Build: Modifies the shapeshifter's physical stature so that in many ways she's considered as if she was one size category smaller. Whenever she is subject to a size modifier or special size modifier for an opposed check (such as hide), she is treated as one size smaller if doing so is advantageous to the shapeshifter. While under effect of this trick, she is also considered to be one size smaller when squeezing through a restrictive space. She can use weapons designed for a creature one size smaller without penalty. However, her occupied space and reach remain those of a creature of her actual size. The benefits of this racial trait stack with the effects of powers, abilities, and spells that change the subject's size category.
 * A shapeshifter may not activate both this and Powerful Build at the same time.


 * Speed: The shapeshifter gains a +10 feet bonus to her land speed. This benefit applies only when she is wearing no armor, light armor, or medium armor and not carrying a heavy load.
 * Toughen: +1 enhancement bonus to natural armor per four levels, rounded up.

 : At 2st level, a shapeshifter gains the ability to change her appearance at will, as if using the disguise self spell, that affects her body but not her possessions. This ability is not an illusory effect but a minor physical alteration that affects the shapeshifter’s facial features, skin color and texture, height, weight, frame, and gender within the limits described for the spell, she cannot change her body type. The alteration lasts until she changes shape again. A change in form cannot be dispelled, but the shapeshifter reverts to her natural form if she is killed. A true seeing spell or similar ability reveals her natural form. Using this ability is a standard action. If the shapeshifter uses this ability to create a disguise, she gets a +10 bonus on the Disguise check.

 : At 2nd level, the shapeshifter gets a bonus feat. She gains an additional bonus feat at 12th level. These bonus feats must be drawn from the feats noted as fighter bonus feats, wild feats or monstrous feats. The shapeshifter must still meet all prerequisites for fighter bonus feats and wild feats, but not monstrous feats which stay dormant and give the bonuses only when she meets all prerequisites (durining shapeshift, shapeshifter trick and minor shapeshift). Once per day (8 hours of rest), after she meditates for 10 minutes, the shapeshifter may swap any number of these bonus feats for another feat. She may swap bonus feats an additional time per day at 12th level.

 : At 3rd level, a shapeshifter gains the ability to turn herself into any Small or Medium animal. This ability functions like the alternate form special ability, except as noted here. The shapeshifter does not gain the physical ability scores of her new form. When the shapeshifter assumes a new form, she loses her racial modifiers (bonuses and penalties) to her physical ability scores (Str, Dex, Con) and gains those of her new form. The racial ability scores of the assumed shape can be determined by subtracting 10 (if even) or 11 (if odd) from the creature's listed score. The effect lasts for 1 hour per shapeshifter level, or until she changes back. Changing form is a standard action and doesn’t provoke an attack of opportunity. Each time she uses shapeshift, she regains lost hit points as if she had rested for a night.

Gear worn or carried by the shapeshifter either remains worn or held by the new form (if it is capable of wearing or holding the item), or melds into the new form if it is unable to wear the gear, and becomes nonfunctional. When the shapeshifter reverts to her true form, any objects previously melded into the new form reappear in the same location on her body that they previously occupied and are once again functional. Any new items worn in the assumed form fall off and land at the shapeshifter's feet, any that you could wear in either form or carry in a body part common to both forms at the time of reversion are still held in the same way. Any piece of equipment that is separated from the whole reverts to its true form.

The form chosen must be that of a creature the shapeshifter is familiar with. (Alternative: The form chosen must be that of a creature the shapeshifter has touched. The creature may not be dead more than one week per shapeshifter level.)

A shapeshifter can use this ability more times per day at 4th, 5th and every two levels thereafter. In addition, she gains the ability to take the shape of a humanoid and Antropomorphic animal (as the template) at 4th level, a giant at 5th level, a monstrous humanoid at 6th level, a vermin at 7th level, a fey at 9th level, aberration at 10th level, an magical beast at 11th level, a plant creature at 13th level, an ooze at 14th level, an outsider at 16th level, and a dragon at 19th level.

The size limit of the shapes she can assume also increases as she gains levels. Large at 5th level, Tiny at 7th level, Huge at 10th level, Diminutive at 14th level, and Gargantuan at 19th level.

The new form’s Hit Dice can’t exceed the character’s shapeshifter level. (Optional: The shapeshifter may not gain a racial bonus to any physical ability score and a natural armor bonus that would exceed her shapeshifter level.)

The shapeshifter qualifies for feats, classes, may use abilities, skill tricks and items requiring wild shape, as a druid with the wild shape ability of the character’s shapeshifter level.

 : At 4 th level, the Shapeshifter maintains her ability to speak normally (including verbal components of spells) regardless of the form she takes. Furthermore, she can communicate with other creatures of the same kind while in wild shape, as long as such creatures are normally capable of communicating with each other using natural methods.

 : At 5th level, the shapeshifter gains any extraordinary senses of the forms she changes into using shapeshift.

 : At 6th level, when a shapeshifter uses shapeshift, minor shapeshift and shapeshifter trick, she may opt to meld the weapons she's holding in each hand into her form, rendering them nonfunctional. After melding, she transfers any magical properties of the weapons to the natural attacks of her new form, additionally her natural weapons overcome damage reduction exactly like the weapons she was holding when she changed. The magic and material of a single weapon affects only the natural attacks made with the corresponding limb in the shapeshifter's new form, not all her attacks.

Similarly when a shapeshifter uses shapeshift and minor shapeshift, she may opt to meld pieces of equipment into her form, rendering them nonfunctional. She may have only one piece of equipment melded per body part (the rules of magic items on the body apply), when taking a form that would meld additional equipment, that equipment does not meld and falls to the ground in her space. Making a piece of equipment reappear is a free action. Magic items that meld into her new form, transfer all their magical benefits to the shapeshifter. The standard limits on types of items utilized simultaneously still apply.

When the shapeshifter uses this ability, tattoo like runes, markings, magical text (similar to scribed scrolls) and lines appear on the shapeshifter that contain the magical properties (she can consciously change them). They radiate the same aura as the magic items. This ability can be suppressed and enabled as a fee action disabling the benefits from the magic items and erasing the markings, this does not break attunement to magic items.

 : At 7th level, a shapeshifter can use her shapeshift and minor shapeshift ability as a move action instead of a standard action.

 : At 8th level, the shapeshifter has learned to widen the area that she can manipulate. As part of a shapeshift or minor shapeshift she may change and mold her gear, and held items. She may reduce or enlarge the gear to fit her form (to a size category limited by the ability she uses), change the minor details of her equipment (color, texture, style, etc.), change weapons, armor and shields into different types of the same material (Dagger to Falchion, Full plate to Chain shirt, Leather armor to Hide armor), metal equipment into decorative jewelery within size limits (Full Plate 50 lb to bracer 1 lb at Tiny), manipulate 1 cubic foot per level of materials as if using a fabricate spell. The shapeshifter must make an appropriate craft check to manipulate articles requiring a high degree of craftsmanship (equipment type changes, complicated forms etc.), if the craft check fails the change does not occur. These changes have an indefinite duration while in contact with the shapeshifter, but the items revert to their original form as soon as the shapeshifter ceases touching them for one round. The shapeshifter may gain a +2 circumstance bonus on disguise checks in any situations where clothing is part of a disguise.

 : She may have two shapeshifter tricks active at 10th and three at 20th level.

 : At 10th level, the shapeshifter gains any extraordinary special qualities, type, subtypes and natural abilities of the forms she changes into using shapeshift. She gains her original type as an augmented subtype.

 : At 13th level, the shapeshifter gains the shapechanger subtype. The shapeshifter is adept at distributing her form's vital organs around her body to keep them safe from harm, as well as reflexively alter her body to close minor wounds. She is no longer subject to critical hits, gains immunity to the dazed condition and whenever she would be stunned she is dazed instead and has fast healing 1. If the shapeshifter already has fast healing from a form or in her base form, her fast healing increases by 1.

The shapeshifter no longer takes ability score penalties for aging and cannot be magically aged. Any penalties she may have already incurred, however, remain in place. Bonuses still accrue, and the shapeshifter still dies of old age when her time is up.

 : At 15th level, the shapeshifter gains any supernatural abilities of the forms she changes into using shapeshift.

 : At 16th level, the shapeshifter can change forms multiple times during the duration of shapeshift. The shapeshifter may change into her natural form without ending the shapeshift. Due to her body always rearanging and reshaping itself, the shapeshifter gains regeneration 1 (fire, acid) while shapeshift is active. If she loses a limb, head, or body part, as long as shapeshift is active, a new one grows in 3d6 minutes, or she can reattach the severed member instantly by holding it to the stump. She can instantly regrow body parts by expending one use of shapeshift. If the shapeshifter's head is severed, she is considered staggered, blinded, deafened and mute.

 : At 18th level, the shapeshifter gains the ability to create completely imaginary forms when she shapeshifts or uses evershifting form. To create an imaginary form, she chooses one form she can assume as a base form. The shapeshifter can then choose a single aspect of a second form she can assume and add it to the base form. Her available options include the following:
 * Replace the base form's natural armor bonus with that of the second form.
 * Add the second form's movement modes.
 * Add one of the second form's natural attack types (with the appropriate reach), if the base form doesn't have that attack type already.
 * Add an extraordinary special attack of the second form.
 * Add an extraordinary special quality of the second form.
 * Replace one of the base form's physical ability scores, if both the base form and the second form are the same size category.

 : At 20th level, the shapeshifter's body becomes an amorphous, mutating wonder. The duration of shapeshift changes to permanent. Any form the shapeshifter takes with shapeshift, shapeshifter trick and minor shapeshift is considered her base form, her transformations can't be seen through by any magic (like True Seeing) and her body, unlike her changed equipment, doesn't radiate a magic aura. Her body does not revert after death, there is nothing to revert to. Any melded gear reappears after death.

A Shapeshifter's resilient physiology allows her to shrug off effects that attack her endurance, or disrupt her bodily functions. She is immune to all spells and effects that require a Fortitude save, unless the effect also works on objects, or is harmless. She can choose to allow an effect that requires a fortitude save to affect her.

As her body is quite malleable, she can slip through spaces smaller than her head, as long as reasonably thick oil could flow through them, and may attempt to slip manacles, ropes, webs, nets, grapplers, and similar bonds as a free action once per round per restraint.

The shapeshifter no longer ages, and will no longer die of old age, ability score penalties for aging are reset to adulthood (zero), aging bonuses still accrue.

Epic shapeshifter
The epic shapeshifter can make a Hagunemnon gawk in wonder at the forms she can take.

 : The epic shapeshifter gains a bonus feat (selected from the list of epic shapeshifter bonus feats) and may change her shifing and epic shifting feat selection an aditional time per day at 22nd level and every ten levels thereafter.

 : The epic shapeshifter can use this ability an aditional time per day every four levels higher than 19th.

At 24th level, the epic shapeshifter can add templates to her forms. You can't add undead and construct templates. The new form’s Hit Dice plus double the higher of level adjustment increase or calange rating increase from templates, can’t exceed the character’s shapeshifter level (HD + 2x LA or CR = shift HD).

 : The epic shapeshifter gains a bonus feat every five levels thereafter.

 : The epic shapeshifter can choose an aditional aspect of a form she can assume (each aspect can be from a diferent form), and add it to the base form. She can assume an aditional aspect of a form at 28th level and every ten levels after 20th.

Epic shapeshifter Bonus Feat List: Armor Skin, Colossal Wild Shape, Combat Archery, Damage Reduction, Devastating Critical, Dire Charge, Distant Shot, Energy Resistance, Epic Endurance, Epic Leadership, Epic Prowess, Epic Toughness, Epic Weapon Focus, Epic Weapon Specialization, Exceptional Deflection, Fine Wild Shape, Improved Combat Reflexes, Improved Manyshot, Improved Stunning Fist, Improved Whirlwind Attack, Infinite Deflection, Instant Reload, Legendary Commander, Legendary Wrestler, Legendary Tracker, Overwhelming Critical, Penetrate Damage Reduction, Perfect Health, Perfect Two-Weapon Fighting, Reflect Arrows, Spellcasting Harrier, Storm of Throws, Superior Initiative, Swarm of Arrows, Two-Weapon Rend, Uncanny Accuracy. In addition to the feats on this list, the shapeshifter may treat any feat designated as a fighter bonus feat, wild feat and monstrous feat, but not listed here, as being on her bonus feat list.