Shapeshifter (3.5e Class)

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Becoming a Shapeshifter[edit]

From a 50 foot Giant, to a Orcish Stableboy, to Lord Belegust, to the round Dwarven prince, you have many forms. With all of their strengths, and your keen mind, you make others of their kind pale in comparison. Without a moments notice, you change into whatever you must. You are a Shapeshifter.

With your superior transformation abilities, you can hardly be distinguished from your natural counterparts. Despite your many forms, you still know who you are, and still know what you want...

Entry Requirements
Base Attack Bonus: +3
Skills: Concentration 5 ranks.
Special: Alternate Form - Must either know polymorph self or have a natural alternate form, alter self, polymorph self, or shapechange ability. Alignment: Any Non-Lawful.

Making a Shapeshifter[edit]

With your ability to change forms at a moments notice, you can blend in to any crowd, and fit into any situation. With your extreme adaptability you fit in with any group.

Abilities: Constitution is important when shifting into physically weak creatures, and it also determines the strength of Shifted Extraordinary Abilities. Charisma is important for determining the strength of Shifted Spell-Like Abilities, and Wisdom for the strength of Shifted Supernatural Abilities.

Races: While humans are most commonly suited to this class due to their natural adaptability, they are not the only ones drawn to the Shapeshifter's power. Halflings and Gnomes are also drawn to this class for their own reasons as well.

Alignment: Never lawful. The mental state needed to Shapeshift is drawn from natural instinct, it cannot be taught, but it can be groomed.

Starting Gold: 4d4 X 10

Starting Age: As Druid.

Table: The Shapeshifter

Hit Die: d8

Level Base
Attack Bonus
Saving Throws Special Shift
CR Maximum
Fort Ref Will
1st +1 +2 +0 +2 Shift, Form Knowledge 2 3 2 1
2nd +2 +3 +0 +3 Form Knowledge 3, Improved Natural Attack 7 3 2
3rd +3 +3 +1 +3 Doppelganger +4 12 3 3
4th +4 +4 +1 +4 Form Mutation 18 3 4
5th +5 +4 +1 +4 Form Knowledge 4, Explosive Shift 1/Day 25 4 4
6th +6 +5 +2 +5 Morphic Healing 2, Improved Natural Attack 33 4 5
7th +7 +5 +2 +5 Doppelganger +8 42 4 6
8th +8 +6 +2 +6 Form Knowledge 5, Form Mutation 52 5 7
9th +9 +6 +3 +6 Morphic Healing 4, Explosive Shift 2/Day 63 5 7
10th +10 +7 +3 +7 Enhanced Shifting, Improved Natural Attack 75 5 8
11th +11 +7 +3 +7 Form Knowledge 6, Doppelganger +12 88 6 9
12th +12 +8 +4 +8 Form Mutation, Morphic Healing 6 102 6 10
13th +13 +8 +4 +8 Explosive Shift 3/Day 117 6 10
14th +14 +9 +4 +9 Form Knowledge 7, Improved Natural Attack 133 7 11
15th +15 +9 +5 +9 Morphic Healing 8 150 7 12
16th +16 +10 +5 +10 Form Mutation 168 7 13
17th +17 +10 +5 +10 Form Knowledge 8, Explosive Shift 4/Day 187 8 13
18th +18 +11 +6 +11 Morphic Healing 10, Improved Natural Attack 207 8 14
19th +19 +11 +6 +11 Flash Shift 228 8 15
20th +20 +12 +6 +12 Form Knowledge 9, True Shapeshifter 250 9 16

Class Skills (8 + Int modifier per level, ×6 at 1st level)
Balance (Dex), Bluff (Cha), Climb (Str), Concentration (Con), Disguise (Cha), Handle Animal (Cha), Heal (Wis), Knowledge (Nature), Listen (Wis), Perform (Cha), Search (Int), Sense Motive (Wis), Spot (Wis), Survival (Wis), Swim (Str).

Class Features[edit]

Weapon and Armor Proficiency: Shapeshifters are proficient with Simple Weapons while in any form. They are not proficient with any type of armor or shields, as they will normally fall off, or get damaged while Shifting.

Shift Points/Day: A Shapeshifter’s ability to Shift Forms is limited by the Shift Points he has available. His base daily allotment of Shift Points is given on Table: Shapeshifter.

Forms Known: All Shapeshifters begin knowing how to Shift into any natural Humanoid Form, and any one bonus Form of their choice, chosen from the following list:

Bonus Forms— Aberrations, Animals, Dragons, Elementals, Fey, Giants, Magical Beasts, Monsterous Humanoids, Ooze, Outsiders, Plants, or Vermin.

Shift CR Maximum: This column determines the highest CR creature of any known form that may be Shifted into.

Shift (Su): A Shapeshifter gains the ability to Shift into any creature of their choice that is of any Form that they know. The chosen creature can be any size from Fine to Colossal, but must be a natural creature of that type. For example you couldn't turn into a Dimunitive Red Dragon, because they cannot be that small. You could however be a Medium Dire Rat, because they can be found that size, you just need to increase the CR appropriately for it's Hit Dice advancement(see Table 4-4 on page 294 of the Monster Manual).

When you Shift you gain the Strength, Dexterity, and Constitution ability scores of the chosen Form, or retain your own, whichever score is higher for each ability. For example if you Shift into a Brown Bear, you could take it's Strength and Constitution scores, but keep your own Dexterity.

You also gain the Movement Methods, Natural armor, Deflection bonuses, Speeds, Natural Attacks, Extraordinary Abilities, Supernatural Abilities, Spell-Like Abilities, Racial Skill Modifiers, Reach and all other Special Qualities of the chosen Form. Save DC's for Extraordinary, Supernatural, and Spell-Like Abilities of the new form change to the following:

Extraordinary Abilities (Ex): Save DC = 10 + 1/2 Shapeshifter Class Levels + Constitution Bonus

Spell-Like Abilities (Sp): Save DC = 10 + 1/2 Shapeshifter Class Levels + Charisma Bonus

Supernatural Abilities (Su): Save DC = 10 + 1/2 Shapeshifter Class Levels + Wisdom Bonus

Shifting is a Standard action that doesn't provoke attacks of opprotunity. A Shift lasts for a number of miniutes equal to your Shapeshifter class level, and consumes a number of Shift Points equal to the chosen Form's CR. You can return to your normal form at any time, as a free action, and thus ending your Shift prematurely. While in a Shifted form you are restricted in speech to what is available to a normal creature of it's kind. For example, a dog cannot speak, but can bark. Any equipment worn when shifting is absorbed into your new body, granting only magical effects, not physical ones. Any weapons held are dropped, unless they can be held normally by your new form.

When in a Shifted form, you lose all racial Special Attacks, and Special Qualities.

Form Knowledge: You gain ultimate understanding of your chosen Forms. This allows you to use the Knowledge (Nature) skill to find information on them, as though you were using the appropriate Knowledge skill instead.

Improved Natural Attack: Further improving your mastery over your Forms, a Shapeshifter gains the ability to strengthen Natural attacks, permanently in all Forms. You gain Improved Natural Attack, for the type of your choice, as a Bonus Feat. For example, you may take Imporved Natural Attack (Bite), (Claw), (Tentacle), or any other type you choose. Each type cannot be selected more than once.

Doppelganger: Mastering the art of disguise, you gain a bonus to Bluff and Disuise checks to blend in as the chosen Form.

Form Mutation: Your control over your chosen Forms have spawned growth in your own body, granting you a Form Mutation from any given Form you currently possess. Once selected the Mutations are permanent, and can be used in any Shifted Form. Upon attaining 4th level and every four levels thereafter you may select a new Form Mutation. The same Form Mutation may not be picked twice. The Form Mutations are as follows:

Aberration Mutation — Darkvision 60 Feet

Animal Mutation — Scent

Dragon Mutation — Immune to magic sleep effects, and paralysis effects

Elemental Mutation — Not subject to critical hits, or flanking

Fey Mutation — Immune to death effects, and does not age

Giant Mutation — +2 Strength, +2 Constitution, +1 Natural Armor

Humanoid Mutation — Bonus Feat

Magical Beast Mutation — Low-light Vision

Monsterous Humanoid Mutation — Proficiency with all Martial weapons

Outsider Mutation — Does not need to eat or sleep

Plant Mutation — Immune to all mind-affecting effects (charms, compulsions, phantasms, patterns, and morale effects)

Vermin Mutation — Immune to poison, and disease

Explosive Shift (Su): Once per day, you may make an Explosive Shift, allowing you to Shift into a more powerful Form than normal. You may Shift into any Form with a CR equal to, or less than your Shapeshifter Class level. This Shift consumes Shift points as normal, and lasts a number of rounds equal to 3 + your Wisdom bonus. You may use this ability once at 5th level, and one additional time every four levels thereafter.

Morphic Healing (Su): Starting at sixth level, a Shapeshifter gains the ability to reform portions of their bodies, removing damage. This ability functions similar to Regeneration, except that severed limbs cannot be reattached. Silver, Acid and Fire deal damage normally, treating all other damage as nonlethal. Severed limbs can be regrown in 2d6 rounds by spending 4 Shift points, or instantly by spending 8 Shift points.

Enhanced Shifting (Su): When Shifting, you may instead spend double a given Form's Shift points, to add the Forms physical strengths to yours. Instead of assuming the Forms physical ability scores, you add the score -10 (for even scores) or -11 (for odd scores) to your own ability scores. For example, a Shapeshifter with a Strength score of 14 Shifts into a Dire Bat (Strength 18), and thus his new Strength score is 22. When using an Enhanced Shift you may add the Strength, Constitution, Dexterity, and Natural Armor bonuses of the chosen Form, to your own as long as you remain in that Form.

Flash Shift (Su): When Shifting, you may spend an additional 15 Shift points to Shift as an Free action, rather than a Standard action. You may instead choose to spend an additional 25 Shift points to Shift as an immediate action, rather than a Standard action. This may be done any number of times per round.

True Shapeshifter: Upon reaching level 20, you have completed your transformation into a completely metamorphous being. Your type changes to (Shapechanger), and your Forms can never be seen through, even with a True Seeing spell.


If a Shapeshifter becomes Lawful, he loses all Shift abilities, and all other class benefits. These features are all immediatly regained when the Shapeshifter becomes nonlawful once more.

Epic Shapeshifter[edit]

Table: The Epic Shapeshifter

Hit Die: d8

Level Special
21st Explosive Shift 5/Day
22nd Improved Natural Attack
23rd Morphic Healing 12
25th Explosive Shift 6/Day
26th Improved Natural Attack
27th Morphic Healing 14
29th Explosive Shift 7/Day
30th Improved Natural Attack

6 + Int modifier skill points per level.

Explosive Shift: The Epic Shapeshifter can use Explosive Shift one additional time per day at 21st level, and every four levels thereafter.

Morphic Healing: The Epic Shapeshifter increases his Morphic Healing by 2 at 23rd level, and every four levels thereafter.

Campaign Information[edit]

Playing a Shapeshifter[edit]

Religion: Shapeshifters generally believe in the power of their own inner strength, and thus don't usually worship particular deities, but may have some other reason for doing so.

Other Classes: Shapeshifters, depending on if they were raised in the wild, or in the city, get along with either Druids, or Rogues. They also work well with Sorcerers, and respect their approach to magic, while they usually stray away from Wizards, finding their methods strange, and drawn-out.

Combat: Shapeshifters are a primry melee fighter, but can fill the roll of a secondary melee character as well.

Advancement: Shapeshifters don't usually multiclass, finding that their latent abilities grow far too strong to ignore.

Shapeshifters in the World[edit]

Whether it's Humans, or Elephants, they both seem to see me as one of their own. The idea that I would stay with either is outrageous!
—Flink, Halfling Shapeshifter

Shapeshifters get along both in the wilderness, and the city, using their skills to excel in both areas.

Daily Life: Days may include impersonating bank personel, to gain access to the vault, or leading a Barbarian horde into battle as a Hill Giant.

Notables: Flink, the Halfling, is thought to be the mightiest of the Shapeshifters, using his abilities for nothing more than mischief.

Organizations: It is said that a group of Shapeshifters assemble every year, to simply discuss new creations, and forms.

NPC Reactions: Most often, people won't even know they encountered a Shapeshifter until they've already left. Even more often however, people won't even know that they exist, confusing them with Druids in Wildshape.

Shapeshifter Lore[edit]

Characters with ranks in Knowledge (Nature) can research Shapeshifters to learn more about them. When a character makes a skill check, read or paraphrase the following, including information from lower DCs.

Knowledge (Nature)
DC Result
5 Shapeshifter can assume any Humanoid form.
10 Shapeshifters can assume any natural form.
15 Shapeshifters can assume almost any form.
20 Shapeshifters at high levels cannot even be detected as imposters.

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