Man-At-Arms (3.5e Class)

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A man-at-arms is a warrior who is well-versed in the use of arms and heavy armors. A man-at-arms could just as easily be a knight, or other nobleman, a member of a knight's or nobleman's retinue, or a mercenary in a company serving under a captain. In fact, the terms knight and man-at-arms are often used interchangeably, but while all knights equipped for war certainly were men-at-arms, not all men-at-arms were knights.

The man-at-arms learns to master multiple weapons and fighting styles during the course of their career, often blending exotic techniques into more traditional fighting methods. They are a sturdy, unpredictable foe in combat, and a welcome sight on any battlefield.

Disclaimer:  This class is intended to be a "fix" for the Fighter class. While it doesn't shoot them up to tier 1 by any stretch of the imagination, it does make them slightly more competitive than they were. As such, no attempt to keep this class in line with a Fighter was made, as it is meant to replace them rather than stand next to them on the battlefield.

Making a Man-At-Arms

Abilities: Strength and Constitution are a man-at-arm's most vital statistics, though a solid Dexterity wouldn't go amiss either. Those who consider themselves tacticians or battlefield commanders also benefit from a decent Intelligence and Charisma, and of course there's always the Wisdom that comes from knowing discretion is the better part of valor. That said, and at the end of the day, it's Strength and Constitution that they want to focus the most on.

Races: Men-at-arms come from all walks of life, and members of nearly any race can become one. While some of the smaller races such as gnomes and halflings might be ridiculed for wanting to strap on heavy army and march into battle, they can be just as fierce as any other man-at-arms.

Alignment: Men-at-arms can be of any alignment. They have no distinct credo or ethos to which they adhere.

Starting Gold: 5d6×10 (200gp).

Table: The Man-At-Arms

Hit Die: d12

Level	Base Attack Bonus	Saving Throws			Special	Favored Weapons	Shielded Defense
		Fort	Ref	Will
1st	+1	+2	+0	+2	Basic Combat Training, Fighter Feat, Natural Resistance	—	—
2nd	+2	+3	+1	+3	Fighter Feat	—	—
3rd	+3	+3	+1	+3	Improved Armor Training	—	+1
4th	+4	+4	+1	+4	Fighter Feat, Mettle	—	+1
5th	+5	+4	+2	+4	Danger Sense, Favored Weapons	+1	+2
6th	+6/+1	+5	+2	+5	Fighter Feat, Strong Leader	+1	+2
7th	+7/+2	+5	+2	+5	Combat Form, Weapon Versatility	+1	+3
8th	+8/+3	+6	+2	+6	Fighter Feat	+1	+3
9th	+9/+4	+6	+3	+6	Favored Weapons	+2	+4
10th	+10/+5	+7	+3	+7	Fighter Feat, Personal Style	+2	+4
11th	+11/+6/+1	+7	+3	+7	Master of Arms, Second Wind	+2	+5
12th	+12/+7/+2	+8	+4	+8	Fighter Feat	+2	+5
13th	+13/+8/+3	+8	+4	+8	Favored Weapons	+3	+6
14th	+14/+9/+4	+9	+4	+9	Combat Form, Fighter Feat	+3	+6
15th	+15/+10/+5	+9	+5	+9	Improved Danger Sense	+3	+7
16th	+16/+11/+6/+1	+10	+5	+10	Fighter Feat	+3	+7
17th	+17/+12/+7/+2	+10	+5	+10	Favored Weapons	+4	+8
18th	+18/+13/+8/+3	+11	+6	+11	Fighter Feat	+4	+8
19th	+19/+14/+9/+4	+11	+6	+11	Strong of Body and Strong of Mind	+4	+9
20th	+20/+15/+10/+5	+12	+6	+12	Fighter Feat, Martial Mastery, Natural Aptitude	+4	+9

Class Skills (6 + Int modifier per level, ×4 at 1st level)
Appraise (Int), Autohypnosis (Wis), Balance (Dex), Bluff (Cha), Craft (Int), Diplomacy (Cha), Gather Information (Cha), Handle Animal (Cha), Heal (Wis), Iaijutsu Focus (Cha), Intimidate (Cha), Jump (Str), Knowledge (Geography, History, Local, and Nobility and Royalty only) (Int), Listen (Wis), Martial Lore (Int), Profession (Wis), Ride (Dex), Search (Int), Sense Motive (Wis), Spot (Wis), Survival (Wis), Swim (Str), Tumble (Dex), and Use Rope (Dex)

Class Features

All of the following are class features of the Man-At-Arms.

Weapon and Armor Proficiency: You are proficient with all simple and martial weapons, and with all armor (light, medium, and heavy) and shields.

Basic Combat Training (Ex): You gain Improved Unarmed Strike as a bonus feat, and you are treated as if you were a Fighter of the same class level for the purpose of meeting prerequisites. You may also use your Strength in place of any ability score prerequisites required for combat feats, such as Combat Expertise or Two-Weapon Fighting.

In addition, if your group is using the Tome of Battle soucebook, you are treated as a full initiator. While this does not grant you innate access to disciplines, maneuvers, or stances, it does mean each level in this class counts as a full initiator level rather than ½ your level when multiclassing with classes such as the Crusader, Swordsage, or Warblade. You also use your full class level rather than ½ your level when determining the effects of any maneuvers or stances you learn through other means, such as with the Martial Study feats.

Lastly, any alternative class features or variant class levels that could be applied to a Fighter can also be applied to a Man-At-Arms. If this would create some kind of conflict or other oddity due to the differences between these classes, such as a change to their hit dice or skill points, consult with your DM.

Fighter Feat: At 1st level, you get a bonus combat-oriented feat in addition to those gained from advancing in level or from your race. You gain an additional bonus feat at 2nd level and every two class levels thereafter (4th, 6th, 8th, 10th, 12th, 14th, 16th, 18th, and 20th). These bonus feats must be drawn from the feats noted as fighter bonus feats, as well as any [Combat Form], [Style], or [Tactical] feats. You must still meet all prerequisites for these feats except where mentioned in other class features.

If your group is using the Tome of Battle, you may treat the following feats as fighter feats: Desert Wind Dodge, Evasive Reflexes, Rapid Assault, and Snap Kick.

Natural Resistance (Ex): For each class level you possess, you gain 1 point of energy resistance against your choice of acid, cold, electric, fire, or sonic damage. You also gain a DR/— equal to one-half your energy resistance (rounded down, minimum 0). These resistances stack with similar resistances granted by magic items or other permanent source of resistance, such as from levels in the Barbarian class or while wearing adamantine armor, but not from temporary sources like the resist energy spell, in which case you simply use the better of the two values. If this would give you an energy resistance of 30 or more, you instead gain immunity to that type of energy instead.

At 5th level and every five levels thereafter, you may add one additional energy type to your list of resistances.

Improved Armor Training (Ex): You may ignore any movement penalties caused by the armor you wear. In addition, you may increase the Maximum Dex Bonus and decrease the Armor Check Penalty of any armor you wear or shield you carry by your Strength modifier, up to a maximum of one-half your class levels (rounded down, minimum 1). These improvements stack with similar features from other sources, such as when wearing armor made of mithral or other special materials.

Mettle (Ex): You can resist magical or other unusual attacks with great willpower of fortitude. If you make a successful Will or Fortitude save against an attack that normally would have a lesser effect on a successful save (such as a spell with a saving throw entry of Will half or Fortitude partial), you instead completely negate the effect. If you are unconscious, you do not gain the benefit of mettle.

Shielded Defense (Ex): The AC bonus of any shield you wield improves by the amount listed on the table above. While wielding a shield, you gain a competence bonus to your Reflex saving throws equal to your Shielded Defense bonus, but only against attacks you are aware of. This bonus is retained even if you are caught flat-footed or against touch attacks.

Danger Sense (Ex): If you make a successful Reflex saving throw against an attack that normally inflicts half damage on a successful save (such as a red dragon's fiery breath or a fireball spell), you instead takes no damage, since your cunning instincts allowed you to get out of the way faster. This form of evasion works no matter what armor you are wearing, unlike the evasion ability used by monks and rogues. If you are helpless, you do not gain the benefits of danger sense.

At 15th level, you also take only one-half damage on a failed reflex save, though you still do not gain this benefit if you are helpless.

Favored Weapons (Ex): Choose one type of weapon (examples include longswords, battleaxes, and longspears). You gain a +1 bonus on attack and damage rolls with those types of weapons. Each time you gain this class feature, choose another type of weapon to gain this bonus, and increase your attack and damage bonus with all of your favored weapons by +1.

In addition, your critical range with your favored weapons is doubled. This does stack with similar improvements, such as when wielding a keen weapon or using the Improved Critical feat. Your critical multiplier with your favored weapons also increase by one (from ×2 to ×3, for example), though aspect of this feature does not stack with similar traits from other sources.

Strong Leader: You may use your Strength in place of Charisma when making Intimidate checks. If you possess the Leadership feat or similar feats, you may do the same when determining your leadership score and you may recruit cohorts/followers of any alignment without penalty.

Combat Form (Ex): You develop a second combat form, allowing you to retroactively learn a second feat for every level that you gained the Fighter Feat class feature, and for every Fight Feat class feature you gain as you continue advancing in this class. You must keep track of which feats you choose, as you can perform a free action once every round on your turn, allowing you to switch between these feats.

Example: Jane has a 7th-level Man-At-Arms with four Fighter Feats. She originally chose Power Attack, Weapon Focus (Greatsword), Cleave, and Improved Critical (Greatsword) with those feats. Upon gaining this class feature, she decides that she wants her character to also have a ranged combat option, so she uses her Combat Form feature to learn Weapon Focus (Longbow), Point Blank Shot, Precise Shot, and Rapid Shot. She can now use a free action each turn to switch between the two forms, allowing her to swap between her greatsword and her composite longbow as needed.

At 14th level, you develop a third form, allowing you to learn three different feats for each of your Fighter Feat class feature instead of two.

Weapon Versatility (Ex): Any feats you possess that are normally limited to a single weapon (such as Weapon Focus) now apply to any weapon you wield, as long as they would have normally qualified if selected for that weapon. This only applies for feats that allow you to choose a specific weapon. Lightning Maces and Stunning Fist are examples of feats that would not qualify for this feature.

Personal Style (Ex): You gain your choice of one of the following perks for each Combat Form you possess. The style you choose can be used with any weapon you wield appropriate to that style while in that form. For example, you could not use complete lockdown with a longbow or throwable with a javelin. Each Personal Style is associated with a specific Combat Form (see that class feature for more information), and you may choose a new Personal Style whenever you retrain or rebuild one of your forms.

• Complete Lockdown: When using a melee weapon with reach, you threaten and can attack any targets within your reach, including adjacent targets.
• Exotic Stunt: Choose any one Exotic Weapon Stunt from the Exotic Weapon Master prestige class such as Double Weapon Defense or Show Off. You gain the benefits of that stunt with any appropriate weapon you wield, not just exotic weapons.
• Extended Reach: Any melee weapon you wield gains the reach property if it does not already possess it. Weapons that already have the reach property gain no benefit from this style.
• Hafted Defender: You can use a spear or polearm while still wielding and benefiting from a shield.
• Maneuver Training: Choose one combat maneuver (such as disarm or sunder). When wielding a weapon that you could use as part of such a maneuver, you gain a circumstance bonus to any opposed checks equal to ¼ your class level (rounded down, minimum +1).
• Melee Archer: When wielding a ranged weapon such as a shortbow or heavy crossbow, you can also treat it as melee weapon (using the statistics for a club) for all intents and purposes. If it has any enhancement bonuses, or any special properties applicable to melee weapons, those bonuses and properties apply when used as a club.
• Quick Reload: When using a ranged or thrown weapon as part of a full attack, you can fire or throw as many attacks as your base attack bonus allows without needed to spend any kind of action reloading or readying additional thrown weapons. If firearms are being used in your campaign, this style applies to them as well.
• Throwing Expert: You double the distance of any thrown weapon you hurl. If your weapon does not already possess the thrown property, it instead gains that property while in your hands, with a range of 10 feet.
• Unconventional Technique: As a free action, you can adjust your grip on any melee weapon you wield so that it does your choice of bludgeoning, piercing, or slashing damage. You may also wield any one-handed weapon as if it were a light, one-handed, or two-handed weapon, whichever benefits you the most in any given situation. This includes but is not limited to determining what sort of penalties you suffer while using it with your off-hand, how much damage you gain when using Power Attack, and when determining bonuses to your opposed roll with various combat maneuvers like disarm.

Master of Arms: You have become so familiar with the implements of war that you are now proficient with all exotic weapons, armors, and shields. You are treated as having any necessary Exotic Weapon Proficiency feats required for the purpose of meeting prerequisites for other feats or prestige classes. If you have learned feats that grant you access to these types of weapons or armor, you may immediately retrain them for another feat you qualify for.

Second Wind (Su): You are a survivor who must remain standing even in the face of overwhelming blows. You gain immunity to fatigue and fast healing equal to ½ of your Favored Weapon bonus.

If you gain the exhausted condition or take nonlethal damage, you can attempt a Constitution saving throw as a swift action against a DC equal to 15 + ½ your character level modifier to try and shrug it off. If you succeed, you are no longer exhausted and you are healed of all nonlethal damage you are currently suffering from. You may only attempt this save once per nonlethal injury.

Strong of Body, Strong of Mind (Su): As an immediate action after seeing the result of a Fortitude or Will saving throw, you gain a morale bonus to that save equal to your Strength modifier. You can use this ability once per day for every five class levels you possess, rounded down.

Martial Mastery (Ex): At 20th level, you have become a master of martial combat. When performing a full attack, you use your highest base attack bonus on every attack you make (for example, your iterative BAB is effectively equal to +20/+20/+20/+20 instead of +20/+15/+10/+5). You may also ignore any attack bonus penalties normally required by combat feats or maneuvers that grant an extra attack as part of a full attack, including but not limited to the Two-Weapon Fighting and Snap Kick feats.

Natural Aptitude (Ex): Any weapon you wield is treated as if it possessed the aptitude property, as described in the Tome of Battle. This does not affect the weapons enhancement (if any), and it applies to nonmagical weapons as well as magical weapons.

Epic Man-At-Arms

Table: The Epic Man-At-Arms

Hit Die: d12

Level	Special	Favored Weapons	Shielded Defense
21st	Combat Form, Epic Resistance, Favored Weapons, Fighter Feat	+5	+10
22nd	Bonus Epic Feat	+5	+10
23rd	Fighter Feat	+5	+11
24th	Bonus Epic Feat	+5	+11
25th	Armor Mastery, Favored Weapon, Fighter Feat	+6	+12
26th	Bonus Epic Feat	+6	+12
27th	Fighter Feat, Favored Weapons	+6	+13
28th	Bonus Epic Feat, Combat Form	+6	+13
29th	Favored Weapon, Fighter Feat	+7	+14
30th	Bonus Epic Feat	+7	+14
6 + Int modifier skill points per level.

Combat Form (Ex): You develop a new combat form at 21st level, and one additional one every seven levels there after. Your combat forms only apply to the Fighter Feat features you've gained, never the Bonus Epic Feats you gain as an Epic Man-At-Arms.

Epic Resistance (Ex): Your natural resistance class feature continues to improve. In addition, starting at 21st level, you may choose an additional damage type from the following list: dessication, force, holy, necrotic, negative energy, positive energy, profane, psychic, sacred (must choose holy first), radiant, and vile (must choose profane first). You may choose an additional damage type at 24th level and every four levels thereafter. You gain resistance to that type of damage equal to your natural resistance class feature. Unlike your natural resistance, you cannot gain immunity to these damage types through this class feature.

Favored Weapons (Ex): Your Favored Weapons class feature continues to progress at 22nd level and every five levels thereafter.

Fighter Feat: At every odd level, you gain a bonus combat-oriented feat. These bonus feats must be drawn from the feats noted as fighter bonus feats, and they cannot be Epic feats. You must still meet all prerequisites for these feats except where mentioned in other class features.

Bonus Epic Feats: You gain a bonus epic feat (selected from the following list) every two levels after 20th.

Epic Man-At-Arms Feats: Armor Skin, 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, Improved Combat Reflexes, Improved Manyshot, Improved Stunning Fist, Improved Whirlwind Attack, Infinite Deflection, Instant Reload, Legendary Commander, Legendary Rider, Legendary Wrestler, Overwhelming Critical, Penetrate Damage Reduction, 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, you may treat any feat designated as a fighter bonus feat, but not listed here, as being on this list.

Armor Mastery (Ex): You can completely ignore the Maximum Dex Bonus of any armor or shield you wear, and you never suffer an Armor Check Penalty due to them. In addition, the weight of your armor or shield never leaves you encumbered under any circumstance.

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