Shape Eater (3.5e Class)

Shape Eater
An young mystic in the forgotten lands of Arza'kun once heard the saying "You are what you eat" and founded an academy based on this principle. Tens of thousands of peasants gathered together to destroy the academy out of fear, but not before many disciples of it left to wander the world, starting myths of "vampires" and "werewolves".

Making a Shape Eater
Shape Eaters primarily fill the roles of barbarian and party face, to varying degrees. A Shape Eater who has eaten a pound of every creature in the world can theoretically fill any role, spontaneously.

Abilities: Shape Eaters benefit statistically from high Strength, Dexterity, and Constitution scores, and conversationally from high Charisma and Dexterity scores. If they've eaten a lot of casters, a high Charisma score becomes quite handy.

Races: Those races which are not averse to eating the raw flesh of the recently slain are far more likely to choose the path of the Shape Eater.

Alignment: Any, although Lawful Good is very uncommon.

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

Starting Age: Simple.

Class Skills, Tome of Prowess Variant (4 per level, ×4 at 1st level) (Dex), (Con), (Cha), (Str), (Dex), (Cha)

Class Features
All of the following are class features of the Shape Eater.

Weapon and Armor Proficiency: Shape Eaters are proficient with light and medium armor and simple weapons.

Activating or deactivating a single Shift is a swift action. Activating or deactivating any number of Shifts is a full-round action. No two Shifts with the same names can be active simultaneously, unless specified in the shift's description. The Shape Eater may use a higher-rank Shift slot to activate a lower-rank Shift.

 (Su): The Shape Eater knows a limited number of Shifts. The Shape Eater automatically learns four Shifts of his choice at first level, and an additional Shift every level thereafter. In addition, he may learn a new Shift by consuming one pound of flesh and/or bodily fluids of a character who has the required attribute(s) (in order to learn the Low-Light Vision Shift, for example, he could drink the blood of any creature with Low-Light Vision).
 * If there are multiple options available from consumption of a particular creature's flesh, he can only choose one of them, and must eat a different creature to choose any of the other choices, or wait 1 month (If he eats a Wolf's right front leg, for example, he can learn the Low-Light Vision Shift or the Scent Shift, but not both, and eating more of that particular Wolf's legs before a month has passed will not teach him the other Shift.)
 * When the Shape Eater consumes flesh or bodily fluids sufficient to learn a Shift, he immediately learns all of that creature's statistics and abilities before choosing which Shift to learn.
 * The Shape Eater can activate two Shifts one rank lower in place of one Shift, or four Shifts two ranks lower, or one Shift one rank lower and two Shifts two ranks lower, and so on.

 : At level 4, if the Shape Eater consumes a creature with CR no greater than his own minus 3 entirely (leaving less than one pound of dead bits), he gains the ability to assume their form, as per Tome Polymorph Self, but with these restrictions replacing the stated ones, as a 1-round action, with a Permanent (D) duration. The "monster of your choice" retains the ability to activate 1 Shift of the highest rank you can (down-converting it is an option, as normal).