Shapeshifter

Shapeshifters are born or mysteriously gifted or cursed with the innate magical power to change their form, especially into that of a fearsome animal or beast. Many do not discover their abilities until later in life, when a moment of extreme stress or self preservation triggers their instinct to change, assuming the form of an entirely different person or a savage beast of legend. Role: Shapeshifters’ shape-changing abilities greatly enhance their combat prowess, allowing them to hold their own and contribute in battle. They do well in the role of a secondary melee fighter, and can provide ranged attack support as new forms with unique and sometimes magical ranged abilities become available. As they gain more powerful forms and form powers, their combat prowess greatly increases and they gain access to new and useful magical abilities. Their varied skills and abilities allow them to be highly versatile, and ensure that no two shapeshifters are alike. Their stealth, disguise and shape-changing ability makes shapeshifters excellent scouts and spies, easily able to access hard to reach places and blend in with the local populace as man or beast.

Alignment: Any

Hit Die: d8.

Starting Wealth: 4d6 × 10 gp (average 140 gp)

Class Skills: The shapeshifter’s class skills (and the key ability for each skill) are Acrobatics (Dex), Bluff (Cha), Climb (Str), Diplomacy (Cha), Fly (Dex), Handle Animal (Cha), Intimidate (Cha), Knowledge (arcana) (Int), Knowledge (geography) (Int), Knowledge (nature) (Int), Perception (Wis), Ride (Dex), Stealth (Dex), Survival (Wis), Swim (Str).

Skill Ranks at Each Additional Level: 4 + Int modifier.

Table: The Shapeshifter

Class Level	BAB	Fort Save	Ref Save	Will Save	Special
1st	+0	+2	+2	+0	Alter self (3/day)
2nd	+1	+3	+3	+0	Shapechange (1/day)
3rd	+2	+3	+3	+1	Monstrous Aspect, 1st Favored Form
4th	+3	+4	+4	+1	Shapechange (2/day), Supernatural Attack
5th	+3	+4	+4	+1	Form of the Mythical Beast (1/day), Form Power
6th	+4	+5	+5	+2	Shapechange (3/day), Bonus Feat
7th	+5	+5	+5	+2	2nd Favored Form
8th	+6/+1	+6	+6	+2	Shapechange (4/day), Form Power
9th	+6/+1	+6	+6	+3	Form of the Mythical Beast (2/day), Bonus Feat
10th	+7/+2	+7	+7	+3	Shapechange (5/day), Form of the Dragon (1/day)
11th	+8/+3	+7	+7	+3	3rd Favored Form, Form Power 12th +9/+4 +8 +8 +4 Shapechange (6/day), Bonus Feat
13th	+9/+4	+8	+8	+4	Form of the Mythical Beast (3/day), Giant Form (2/day)
14th	+10/+5	+9	+9	+4	Shapechange (7/day), Form Power
15th	+11/+6/+1	+9	+9	+5	Bonus Feat
16th	+12/+7/+2	+10	+10	+5	Shapechange (8/day)
17th	+12/+7/+2	+10	+10	+5	Form of the Mythical Beast (4/day), 4th Favored Form, Form Power
18th	+13/+8/+3	+11	+11	+6	Shapechange (9/day), Bonus Feat
19th	+14/+9/+4	+11	+11	+6	Swift form change
20th	+15/+10/+5	+12	+12	+6	Shapechange (at will), Form Power

Class Features

All of the following are class features of the shapeshifter.

Weapon and Armor Proficiency

Shapeshifters are proficient with all simple weapons, light armor, and bucklers.

Alter Self (Su)

A shapeshifter gains the ability to assume the form of a Small or Medium humanoid creature. This works exactly like the alter self spell and can be used three times per day. Changing form (to another creature or back) is a standard action and doesn’t provoke an attack of opportunity. The shapeshifter’s caster level for this ability is equal to his class level.

Shapechange (Su)

At 2nd level, a shapeshifter gains the ability to turn himself into any Small or Medium non-flying animal and back again once per day. This ability functions like the beast shape I spell, except as noted here. The effect lasts for 30 minutes per shapeshifter level, or until he changes back. Changing form (to animal or back) is a standard action and doesn’t provoke an attack of opportunity. The form chosen must be that of an animal the shapeshifter is familiar with.

A shapeshifter loses his ability to speak while in animal form because he is limited to the sounds that a normal, untrained animal can make, but he can communicate normally with other animals of the same general grouping as his new form.

A shapeshifter can use this ability an additional time per day at 4th level and every two levels thereafter. As a shapeshifter gains in levels, this ability allows the shapeshifter to take on the form of larger and smaller animals. Each form expends one daily usage of this ability, regardless of the form taken.

At 5th level, a shapeshifter can now turn into flying animals.

At 6th level, a shapeshifter can use shapechange to change into a Large or Tiny animal. When taking the form of an animal, a shapeshifter’s shapechange now functions as beast shape II.

At 8th level, a shapeshifter can use shapechange to change into a Huge or Diminutive animal. When taking the form of animals, a shapeshifter’s shapechange now functions as beast shape Iii.

At 10th level, a shapeshifter can change into a Small, Medium, or Large creature of the magical beast type. When taking the form of a Small or Medium magical beast, this ability functions as beast shape III. When taking the form of a Large magical beast, the ability functions as beast shape IV.

Monstrous Aspect (Su)

At 3rd level, a shapeshifter can call forth aspects of powerful beasts to enhance his natural form. This ability can only be activated when in his natural form (not in animal, magical beast, mythical beast, dragon or giant form). The benefits of the monstrous aspect end immediately if he changes form. He may choose one of the following: bear’s endurance, bull’s strength, cat’s grace, or longstrider. This ability is usable once per day, with a caster level equal to his shapeshifter level.

Favored Form (Ex)

At certain levels (3rd, 7th, 11th, and 17th), a shapeshifter can select a specific type of creature (for example, centaur, wolf, lion, bear, griffon, etc.) as one of his favored forms. The form must be one he is currently capable of changing into using his shapechange or Form of the Mythical Beast abilities. He gains the following additional benefits as long as he stays in the favored form:

• +2 enhancement bonus to either Dexterity or Constitution while in the favored form. The shapeshifter must choose which of these bonuses to apply when the favored form is chosen. Once chosen, it cannot be changed.
• +2 enhancement bonus to one of the following skills while in the favored form: Acrobatics, Climb, Escape Artist, Fly, or Swim. The shapeshifter must choose which of these bonuses to apply when the favored form is chosen. Once chosen, it cannot be changed.
• At 7th level, a shapeshifter also gains a limited favored terrain ability when assuming his favored forms. He gains a +2 competence bonus on initiative checks and Knowledge (geography), Perception, Stealth, and Survival skill checks when he is in this terrain. Unlike a ranger, a shapeshifter traveling through his favored terrain still leaves a trail and can still be tracked. The favored terrain is always the same as the creature’s environment, as stated in the creature’s environment entry in the Bestiary book. For example, a griffon’s environment is listed as “hills,” while a dire ape’s is listed as “forest.” If the form is of a type that has more than one listed environment, the shapeshifter must select one of the terrains. However, once the choice is made, it cannot be changed until the favored form is swapped for a new one (see below).

Once a favored form is selected, it cannot be changed. However, at certain levels when a shapeshifter gains an additional favored form (7th, 11th, and 17th), he can choose to learn a new favored form in place of one he already knows. In effect, the shapeshifter loses the old favored form in exchange for the new one. The new favored form must be a form that the shapeshifter is currently capable of changing into. A shapeshifter may swap only a single favored form at any given level. For example, a 3rd level shapeshifter selects wolf as his favored form. At 7th level, he chooses to drop wolf and take black bear, instead. He also gains an additional new favored form at 7th level.

Supernatural Attack (Su)

At 4th level, a shapeshifter can enhance his natural attacks so that they count as magic weapons or aligned weapons, for purposes of bypassing damage reduction. This ability can only be used when the shapeshifter is in an alternate form that has a natural attack. The shapeshifter chooses one effect (magic, good, evil, law or chaos), and applies it to one of the form’s natural attacks (bite, claw, etc.). The shapeshifter may not choose alignments that are opposed to his alignment. A neutral shapeshifter must choose one type of alignment and, once the choice is made, it cannot be changed. This effect lasts for one minute per shapeshifter level, and can be used once per day at 4th level, and one additional time per three shapeshifter levels after that (7th, 10th, 13th, etc.). His caster level for this ability is his shapeshifter level.

At 6th level, all of the assumed form’s natural attacks are affected, instead of just one.

At 8th level, this ability can also be used to make an alternate form’s natural attacks count as silver or cold iron weapons. When the shapeshifter uses this ability, he chooses one material type and adds it to either the magic or alignment effect.

Form of the Mythical Beast (Su)

At 5th level, once per day for one minute per level, a shapeshifter can assume the form of a mythical beast and gain some of their special abilities. This ability functions like the shapeshifter’s shapechange ability, but any of the forms listed below can be assumed, even though they are not animals, as long as the shapeshifter is high enough level. This ability functions like beast shape II, except where noted differently. The shapeshifter can use this ability one additional time per day at 9th, 13th, and 17th level.

• Centaur: The form provides a +4 size bonus to Strength, a -2 penalty to Dexterity, and a +4 natural armor bonus. The shapeshifter also gains the ability to use the centaur’s Run feat. At 10th level, the shapeshifter can also use the centaur’s Improved Initiative feat and gains a +2 bonus on Perception checks when in the form.
• Hellhound: The form provides a +2 size bonus to Strength and a +2 natural armor bonus. The shapeshifter also gains extra fire damage when biting, and a fire breath weapon, as listed in the hellhound description. The breath weapon can only be used three times while in the form. The shapeshifter gains the Fire creature subtype while in this form, giving him immunity to fire and vulnerability to cold. At 10th level, the natural armor bonus increases to +4 and the breath weapon increases to a 20 ft. cone, causing 6d6 damage, with a DC 18 Reflex save for half.
• Winter Wolf: Requires level 7. The form provides a +4 size bonus to Strength, a -2 penalty to Dexterity, and a +4 natural armor bonus. At 10th level, the bonuses change to a +6 size bonus to Strength, a -2 penalty to Dexterity, a +2 size bonus to Constitution, and a +6 natural armor bonus. The shapeshifter also gains the extra cold damage when biting and a cold breath weapon, as listed in the winter wolf description. The breath weapon can only be used three times while in the form. The shapeshifter gains the Cold creature subtype while in this form, giving him immunity to cold and vulnerability to fire.
• Nightmare: Requires level 9. The form provides a +6 size bonus to Strength, a -2 penalty to Dexterity, a +2 size bonus to Constitution, and a +6 natural armor bonus. The shapeshifter also gains the extra fire damage with hoof attacks and a smoke breath weapon, as listed in the nightmare description. The breath weapon can only be used twice while in the form.
• Unicorn: Requires level 9. The form provides a +6 size bonus to Strength, a -2 penalty to Dexterity, a +2 size bonus to Constitution, and a +4 natural armor bonus. The shapeshifter gains a +2 bonus on saves vs. charm, compulsion, and poison and the ability to cast light, cure moderate wounds and neutralize poison as spell-like abilities. The light spell ends if he assumes a different form. The shapeshifter uses his class level as his caster level for these spells. Each of the spells may only be used twice per day, no matter how many times per day the shapeshifter can assume this form.
• Lamia: Requires level 9: The form provides a +4 size bonus to Strength, a -2 penalty to Dexterity, and a +4 natural armor bonus. The shapeshifter gains the ability to cast ventriloquism, mirror image, and suggestion as a spell-like ability, using his shapeshifter level as his caster level, and using his Charisma modifier to determine the spell DCs. All mirror images immediately vanish and all suggested targets are freed from mind-control if he assumes a different form while they are in effect. Each of the spells may only be used twice per day, no matter how many times per day the shapeshifter can assume this form.
• Sphinx (Gynosphinx): Requires level 12. The form provides a +6 size bonus to Strength, a +2 size bonus to Constitution, a -2 penalty to Dexterity, and a +6 natural armor bonus. Otherwise, this ability functions like beast shape IV. The shapeshifter also gains the ability to cast comprehend languages, detect magic, read magic and see invisibility as spell-like abilities, using his shapeshifter level as his caster level. The benefits of these abilities end if he assumes a different form while they are in effect. Each of the spells may only be used twice per day, no matter how many times per day the shapeshifter can assume this form.
• Sphinx (Androsphinx): Requires level 14. The form provides a +6 size bonus to Strength, a +2 size bonus to Constitution, a -2 penalty to Dexterity, and a +6 natural armor bonus. The shapeshifter also gains the ability to cast bestow curse, calm emotions, resist energy and remove fear as spell-like abilities while in this form, using his shapeshifter level as his caster level. The benefits of resist energy end if he assumes a different form while it is in effect. Each of the spells may only be used twice per day, no matter how many times per day the shapeshifter can assume this form. Otherwise, this ability functions like beast shape IV.
• Thunderbird: Requires level 15. The form allows the shapeshifter to change into a gargantuan thunderbird. The form provides a +8 size bonus to Strength, a +6 size bonus to Constitution, a -4 penalty to Dexterity, and a +8 natural armor bonus. The shapeshifter also gains its stormsight, storm aura (but without lightning bolts), control weather and thunderbolt abilities, and complete immunity to electricity and sonic attacks. The shapeshifter uses his class level as his caster level for the control weather ability. Control weather and thunderbolt may only be used once per day, no matter how many times per day the shapeshifter can assume this form. Otherwise, this ability functions like beast shape IV.
• Sea Serpent: Requires level 16. The form allows the shapeshifter to change into a gargantuan sea serpent. The form provides a +10 size bonus to Strength, a +8 size bonus to Constitution, a -4 penalty to Dexterity, and a +8 natural armor bonus. The shapeshifter also gains its darkvision 120 ft., capsize and elusive abilities, complete immunity to cold and fire resistance 30. Otherwise, this ability functions like beast shape IV.
• Phoenix: Requires level 18. The form allows the shapeshifter to change into a gargantuan phoenix. The form provides a +10 size bonus to Strength, a +8 size bonus to Constitution, a -4 penalty to Dexterity, and a +8 natural armor bonus. The shapeshifter also gains damage reduction 10/- and regeneration 5 (cold, good or evil), shroud of flame, complete immunity to fire and vulnerability to cold. Shroud of flame lasts for 2d4 rounds and may be used twice per day, no matter how many times per day the shapeshifter can assume this form. The shapeshifter also gains the ability to cast continual flame, cure critical wounds, see invisibility and wall of fire as spell-like abilities, using his shapeshifter level as his caster level. The benefits of see invisibility end if he assumes a different form while it is in effect. Each of the spells may be used twice per day, no matter how many times per day the shapeshifter can assume this form. Otherwise, this ability functions like beast shape IV.

Bonus Feat

At 6th level and every three levels thereafter, the shapeshifter gains a bonus feat, selected from the following list, provided he meets the prerequisites: Acrobatic, Alertness, Animal Affinity, Aspect of the Beast*, Athletic, Combat Reflexes, Dodge, Endurance, Extended Form of the Dragon*, Extended Form of the Mythical Beast*, Extended Giant Form*, Extra Favored Form*, Extra Form of the Dragon*, Extra Form of the Mythical Beast*, Extra Giant Form*, Extra Shapechange*, Great Fortitude, Greater Natural Weapon Focus*, Improved Bull Rush, Improved Favored Form*, Improved Form of the Dragon*, Improved Form of the Mythical Beast*, Improved Giant Form, Improved Initiative, Improved Overrun, Improved Sunder, Iron Will, Lightning Reflexes, Natural Attack Specialization*, Natural Spell*, Powerful Shape *, Quick Wild Shape *, Shaping Focus *, Stealthy, Toughness.

At 9th level, the additional monster feats shown below are added to the list of bonus feats. However, each monster feat can only be used in certain circumstances. Additional monster feats: Flying feats: Flyby Attack, Hover, Wingover. A bonus flying feat can only be used by the shapeshifter when in an alternate form that has wings or the natural ability to fly without wings. They cannot be used if the shapeshifter has the fly spell cast on him while in a form that does not have the natural ability to fly.

Improved Natural Attack

The shapeshifter can take this bonus feat even if he does not have any natural weapons (though he must meet all other feat prerequisites). However, he only gains the benefits of this feat when in specific alternate forms that have the specified type of natural attack. Upon taking the feat, he must choose one category of creature and one attack to apply the feat to. For example, he might choose animals and bite, magical beasts and gore, dragons and claw, etc. Once the creature category and attack types are selected, they cannot be changed. The shapeshifter may only take this feat once.

Improved Natural Armor

The shapeshifter can take this bonus feat even if he does not already have natural armor (though he must meet all other feat prerequisites). However, he only gains the benefits of this feat when in specific alternate forms. Upon taking the feat, he must choose one type of creature to apply the feat to: animals, magical beasts, dragons, or giants. Once the type is selected, it cannot be changed. The natural armor bonus from this feat stacks with natural armor bonuses provided by his shapechange, Form of the Dragon and Giant Form abilities (assuming the form is of the creature type he selected). The shapeshifter may only take this feat once.

Form Power (Ex)

Starting at 5th level, and every three levels thereafter (8th, 11th, 14th, 17th, 20th), a shapeshifter gains a form power that can be used only when using his Alter Self, Shapechange, Form of the Mythical Beast, Form of the Dragon, and Giant Form powers. Some of these powers require the shapeshifter to take an action first. A shapeshifter cannot select an individual power more than once. If the shapeshifter has a similar ability from another class such as barbarian or rogue, the abilities may not be used in conjunction with each other, unless stated otherwise. For example, a barbarian/shapeshifter with the barbarian Guarded Stance rage ability and the shapeshifter Guarded Stance ability cannot use both abilities at the same time in order to stack the bonuses.

Clear Mind (Ex)

A shapeshifter may reroll a failed Will save. This power is used as an immediate action after the first save is attempted, but before the results are revealed by the GM. The shapeshifter must take the second result, even if it is worse. This power can be used twice per day.

Fearless Form (Ex)

While in an alternate form of size Large or larger, the shapeshifter gains a +4 enhancement bonus on saves vs. fear effects, including shaken, frightened, and panicked conditions.

Guarded Stance (Ex)

The shapeshifter gains a +1 dodge bonus to his Armor Class against melee attacks for a number of rounds equal to the shapeshifter’s current Constitution modifier (minimum 1). This bonus increases by +1 for every 6 levels the shapeshifter has attained. Activating this ability is a move action that does not provoke an attack of opportunity. This power can be used once per day.

Damage Reduction (Ex)

As an immediate action, the shapeshifter can greatly toughen himself while in alternate form, gaining damage reduction 2/—. This ability lasts for one round per shapeshifter level, and can be used once per day. A shapeshifter must be at least 8th level to select this power. If the shapeshifter has levels of barbarian, the damage reduction stacks.

Intimidating Glare (Ex)

The shapeshifter can make an Intimidate check against one adjacent foe as a move action. If the shapeshifter successfully demoralizes his opponent, the foe is shaken for 1d4 rounds + 1 round for every 5 points by which the shapeshifter’s check exceeds the DC. This power can be used twice per day.

Knockback (Ex)

Once per round, the shapeshifter can make a bull rush attempt against one target in place of a melee attack. If successful, the target takes damage equal to the shapeshifter’s Strength modifier (if the shapeshifter chooses) and is moved back as normal. The shapeshifter does not need to move with the target if successful. This does not provoke an attack of opportunity. This power can be used twice per day.

Night Vision (Ex)

The shapeshifter’s visual senses grow incredibly sharp while in an alternate form that has low-light vision, giving him darkvision 60 feet, as well. Furthermore, he gains a +2 competence bonus on visual-based Perception checks when in the dark and assuming a form with darkvision.

No Escape (Ex)

The shapeshifter can move up to double his normal speed as an immediate action but he can only use this ability when an adjacent foe uses a withdraw action to move away from him. He must end his movement adjacent to the enemy that used the withdraw action. The shapeshifter provokes attacks of opportunity as normal during this movement. This power can be used three times per day.

Animalistic Acrobatics (Ex)

The shapeshifter gets a +1 competence bonus per level (max +10) on all Acrobatics skill checks made to jump, fall, and cross narrow surfaces, and on all Climb skill checks. When making a jump, the shapeshifter is always considered to have a running start. Also, when the shapeshifter falls, a DC 15 Acrobatics check allows him to ignore the first 20 feet fallen, instead of the first 10 feet.

Natural Swimmer (Ex)

The shapeshifter gets a +2 competence bonus per level (max +10) on all Swim skill checks and on Constitution checks to hold his breath.

Rolling Dodge (Ex)

The shapeshifter gains a +1 dodge bonus to his Armor Class against ranged attacks for a number of rounds equal to the shapeshifter’s level. This bonus increases by +1 for every 6 levels the shapeshifter has attained (+2 at 12th level, +3 at 18th level). Activating this ability is a move action that does not provoke an attack of opportunity. This power can be used once per day.

Strength Surge (Ex)

As an immediate action, the shapeshifter adds half his shapeshifter level on one Strength check or combat maneuver check, or to his Combat Maneuver Defense when an opponent attempts a maneuver against him. This power can be used once per day.

Surprise Accuracy (Ex)

The shapeshifter gains a +2 competence bonus on one melee attack roll. This power is used as a swift action before the roll to hit is made, and can be used once per day.

Terrifying Howl (Ex)

Once per day, as a full-round action, the shapeshifter can unleash a long terrifying howl, shriek, scream or roar. All living enemies within 10 feet that have fewer hit dice than the shapeshifter must make a Will save (DC equal to 10 + 1/2 the shapeshifter’s level + the shapeshifter’s Charisma modifier [minimum of +0]) or be panicked for 1d4 rounds. If the Will save succeeds, the creature is shaken for 1 round. An enemy can only be affected by this power once per day. A shapeshifter must be 8th level and have the Intimidating Glare form power to select this power.

Uncanny Dodge (Ex)

The shapeshifter gains the uncanny dodge ability equal to a rogue’s while in alternate form. If a shapeshifter already has uncanny dodge from a different class, he automatically gains improved uncanny dodge instead.

Form of the Dragon (Su)

At 10th level, a shapeshifter gains the ability to use form of the dragon I to assume the form of a Medium chromatic or metallic dragon, once per day. This ability functions like the form of the dragon I spell, except as noted here. The effect lasts for 1 minute per shapeshifter level, or until he changes back. Changing form (to another creature or back) is a standard action and doesn’t provoke an attack of opportunity.

At 12th level, a shapeshifter can use this ability to change into a Large chromatic or metallic dragon. When taking the form of a dragon, the ability now functions as form of the dragon II.

At 14th level, a shapeshifter can use shapechange to change into a Huge chromatic or metallic dragon. When taking the form of a dragon, the ability now functions as form of the dragon Iii.

Giant Form (Su)

At 13th level, a shapeshifter gains the ability to use giant form to assume the form of a Large humanoid creature of the giant subtype (frost giant, fire giant, cyclops, ettin, hill giant, ogre, stone giant, or troll), twice per day. This ability functions like the giant form I spell, except as noted here. The effect lasts for 1 minute per shapeshifter level, or until he changes back. Changing form (to another creature or back) is a standard action and doesn’t provoke an attack of opportunity.

At 15th level, a shapeshifter can use this ability to change into a Huge creature of the giant subtype (cloud giant and storm giant are the only core Huge creatures with the giant subtype). When taking the form of a giant, the ability now functions as giant form II.

Swift Form Change (Ex)

At 19th level, a shapeshifter may change form as a swift action instead of a standard action when using his Alter Self, Shapechange, Form of the Mythical Beast, Form of the Dragon or Giant Form abilities.

Shapechange at Will (Ex)

At 20th level, a shapeshifter may use his shapechange ability at will.