View Full Version : Skinwalker (3.5 Base Class)

2010-10-22, 10:44 PM

Skinwalkers steal skins and walk around in them. They could be anyone. They could be you. They could be me.


Hit Die: d8
Skill Points at 1st Level: (4 + Int modifier) x 4
Skill Points at Each Additional Level: 4 + Int modifier

Class Skills: A skinwalker's class skills (and the relevant ability for each skill) are Appraise (Int), Balance (Dex), Bluff (Cha), Climb (Str), Craft (Int), Decipher Script (Int), Diplomacy (Cha), Disable Device (Int), Disguise (Cha), Escape Artist (Dex), Forgery (Int), Gather Information (Cha), Hide (Dex), Intimidate (Cha), Jump (Str), Knowledge (the Planes) (Int), Listen (Wis), Move Silently (Dex), Open Lock (Dex), Perform (Cha), Profession (Wis), Search (Int), Sense Motive (Wis), Sleight of Hand (Dex), Spot (Wis), Swim (Str), Tumble (Dex), Use Magic Device (Cha), and Use Rope (Dex).



1st|+0|+2|+0|+2|Collector of skins, skinwalk

2nd|+1|+3|+0|+3|Demon skin, the best disguise

3rd|+1|+3|+1|+3|Assimilate memories, fleshly arcana (1st), magic claws

4th|+2|+4|+1|+4|Competitive spirit, grower not a shower (1 stage)

5th|+2|+4|+1|+4|Like a second skin, might need stitches

6th|+3|+5|+2|+5|Skin crawl, weird metabolism

7th|+3|+5|+2|+5|Shed skin, steal memories

8th|+4|+6|+2|+6|Abyssal claws, emancipated flesh, fleshly arcana (3rd)

9th|+4|+6|+3|+6|Alien skin geometry, muscle memory, trap consciousness

10th|+5|+7|+3|+7|Born to a different body, grower not a shower (2 stages)

11th|+5|+7|+3|+7|Not quite a solid, sort of like an onion

12th|+6/+1|+8|+4|+8|Just a flesh wound, zombie apocalypse

13th|+6/+1|+8|+4|+8|Attack of the living skin, fleshly arcana (5th)

14th|+7/+2|+9|+4|+9|Army of the walking skins, transfer enchantments

15th|+7/+2|+9|+5|+9|Rebuild the missing bits, telepathic takeover

16th|+8/+3|+10|+5|+10|Extra layers, grower not a shower (3 stages)

17th|+8/+3|+10|+5|+10|Flesh that flies, trapped in a meat cage

18th|+9/+4|+11|+6|+11|All brains must be eaten, fleshly arcana (7th)

19th|+9/+4|+11|+6|+11|Troll skin or troll's kin, underworld secret fire style technique

20th|+10/+5|+12|+6|+12|A skin for all occasions, demonic apotheosis


All of the following are class features of the skinwalker.

Weapon and Armour Proficiencies: A skinwalker is proficient with all light armour and all simple weapons. He is not proficient with any kind of shield or any heavier armour.

Collector of Skins (Ex): As a skinwalker, one collects a variety of skins from dead things to imitate them. A skinwalker can collect a skin from a creature with fewer or equal Hit Dice to him that has been dead for 1 hour or less. He can carry around a number of skins equal to half his class level + 3 at any one time (he can carry more, but only that number are magically charged and applicable to his class features). If he collects a new skin over the limit, he needs to pick an old skin to discard, which thereafter cannot be reclaimed.

A skin suit has hit points equal to half the skinwalker's hit points. When a skin's hit points are reduced to zero, it is destroyed permanently. A skinwalker can collect humanoid, animal, magical beast, dragon, monstrous humanoids, giant and outsider skins. He cannot collect a skin of a different size category than himself.

Skinwalk (Su): With a minute of activity, a skinwalker can put on or take off a skin he is carrying. When a skinwalker puts on a skin suit, he transforms entirely into that creature. He loses access to his abilities, and class features unless otherwise specified, his magic items, and all of his statistics (although he can still use any feats that still apply, although they overwrite the creature's original feats). The exception is if he puts on a humanoid skin, in which case he actually keeps all of his original statistics, and is just considered to be under a fantastic nonmagical disguise, being the equivalent of taking 20 on a Disguise check to imitate the individual.

When in another skin, a skinwalker does not have access to any spell-like abilities or supernatural abilities that the target originally possessed. If a skin is destroyed while the skinwalker is still in it, he takes any extra damage that the skin couldn't take before being destroyed, and he is automatically considered to be back in his own skin.

Demon Skin (Su): At 2nd level a skinwalker's demonic origin begins to enhance his skins with furious magic. Whenever he's wearing a skin not his own, he has damage reduction of half his class level, overcome only by silver. When this damage reduction reaches 4 points, he is also immune to charm and compulsion effects while in another skin, and at 8 points is immune to death effects.

The Best Disguise (Su): Beginning at 2nd level, a skinwalker gains additional proficiency in mimicing a skin. He can perfectly imitate a skin's original voice, and he also subconsciously reproduces their quirks of behaviour, denying people familiar with the creature the automatic Spot check they would normally arbitrarily get to penetrate the disguise.

Assimiliate Memories (Su): Beginning at 3rd level, a skinwalker can extract some information from the memories held in a skin. When he first collects the skin, he may make a single Diplomacy or Gather Information check against a DC of 25 to learn the answer to a single yes or no question that the previous tenant in the skin knew.

Fleshly Arcana (Su): Starting at 3rd level, a skinwalker can tap into the arcane energies of a skin. He keeps any spell-like abilities that a skin suit had previously been able to cast, as long as they are of 1st level or less. He can't use a spell-like ability that has an XP cost or costly material component. At 8th level he can tap into spell-like abilities of 3rd level or less, at 13th level he gains access to 5th level spell-like abilities, and at 18th level he has access to 7th level spell-like abilities.

Magic Claws (Su): Beginning at 3rd level, a skinwalker uses demonic magic to make his skins' claws and fangs supernaturally sharp. Whenever he's wearing a skin suit, any natural attacks he gains from it receive an enhancement bonus of half his class level. He can trade this bonus out for suitable enchantments just like enhancement bonuses on a magic weapon, such as flaming, keen, and so on. The base enhancement bonus on his magic claws must be at least +1 before any other enchantments.

Competitive Spirit (Su): A skinwalker's going to have to be fast at changing skins if he's going to compete in the skinchanging olympics. Beginning at 4th level, a skinwalker can get dressed in record time. He can now put on and take off a skin suit in a full-round action instead of a minute.

Grower Not a Shower (Su): At 4th level, skinwalkers learn how to fill up a bigger skin than they normally wear. He can now collect and wear skins of up to one size category bigger than himself. At 10th level and again at 16th level he can wear skin suits of an additional size category up.

Like a Second Skin (Su): As a skinwalker gains greater talent in assimilating his stolen skin's talents, he learns how to mimic his victim's trained proficiencies. Beginning at 5th level, whenever a skinwalker is wearing the skin of a character with any kind of weapon or armour proficiency the skinwalker has the same proficiencies.

Might Need Stitches (Su): At 5th level, a skinwalker can quickly reconstitute damaged parts of his skin suit. By making a Heal check as a full-round action, he can heal a number of hit points equal to the result. He can only do this once an hour, and only in a skin other than his own. If he is in his own skin, he can instead use this ability to heal a damaged skin he is carrying.

Skin Crawl (Su): At 6th level, a skinwalker learns how to use his demonic energy to animate his skins even when he's not in them. With a minute of concentration, he can cause one of his unattended skins to become animate and move. The skin is controlled telepathically out to a range of 1 mile per class level, and has its normal amount of hit points (half his own hit points). The skin is treated as a humanoid creature. All attacks targetted against it automatically succeed, and it fails all saving throws. When the skinwalker is controlling it, it can make any physical skill check with the same skill bonuses that the skinwalker has in the appropriate skill. It is constantly treated as being under a disguise (with a +8 bonus) as its original body. It can speak any language the skinwalker can speak. The skinwalker can only have one animated skin at any given time.

Weird Metabolism (Su): As of 6th level, a skinwalker can somehow survive on a diet of memories and consciousnesses. As long as he collects a new skin once every 24 hours and assimilates the skin's memories, he no longer needs to eat or sleep to survive.

Shed Skin (Su): At 7th level, a skinwalker can quickly slip out of a skin to escape dangerous effects. He can now leave skins as a standard action, and this also ends all ongoing effects on him (including such things as suggestions, fear effects, being on fire, and so on. He can also put on new skins in the same amount of time.

Steal Memories: Beginning at 7th level, a skinwalker can use his assimilate memories class feature when touching any dead body, not neccessarily one of his own skins. He can still only use it once per corpse, and the corpse cannot have been dead longer than a year and a day.

Abyssal Claws (Su): Beginning at 8th level, a skinwalker's claws, fangs, tentacles or whatever are infused with the demonic magic that powers his supernatural skills. Whenever he is wearing a skin suit, his natural attacks are treated as evil-aligned, chaotic-aligned, and can (at his option) deal the entirety of their damage as fire, cold, or acid energy.

Emancipated Flesh (Su): At 8th level a skinwalker learns a really creepy trick where he peels off his own skin and wears just that. He actually can rip off his own skin, which can then move at half his regular base land speed. His animated skin has 1/2 his normal hit points, and his abandoned body has the other half (and is treated as helpless during this effect). The animated skin cannot perform skill checks or actions that require much dexterity like opening locks, but make basic movement checks like jumping, tumbling, and so on. The skin is treated as being two size categories smaller than the skinwalker himself. While in this form the skinwalker loses access to anything other than basic movement and sensory abilities. For statistical purposes he keeps all of his original ability scores.

While his skin is peeled off, he has half his normal hit points. If the skin is destroyed while seperated from his body, his consciousness returns to his body, and he must select a new humanoid skin he is carrying to be his 'original' skin from now on. His statistics do not change in any way. If his body is killed, of course, he dies permanently.

Alien Skin Geometry (Su): At 9th level a skinwalker somehow unlocks an unknowable way to fold skins and bodies back upon themselves. He can now steal and wear skins of a smaller size category than his original body, and in fact wear them overtop of his body. He can also now wear smaller skins overtop of larger skins for the purposes of which skin is next once one is shed. He can only steal skins of one size category smaller than himself to start with. At 10th level and again at 16th level he can wear skins of an additional size category down.

Muscle Memory (Su): Beginning at 9th level, whenever a skinwalker collects a skin, he can preserve some portion of the previous owner's talents. He may select any one skill that the previous owner of the skin had ranks in. From now on, whenever the skinwalker is wearing the skin, he can use that skill as if he had the same number of skill ranks in it that the original tenant of the skin possessed instead of his own skill ranks.

Trap Consciousness (Su): At 9th level, a skinwalker can preserve a piece of his skin's precious mind. This allows him to make Gather Information checks whenever he wants to try to extract information from the being. In addition, he can deflect any divination effects so that they reveal information appropriate to the previous owner of the skin instead of himself. These abilities only work when he is wearing a skin other than his own.

Born to a Different Body (Su): At 10th level the skinwalker permanently gains the shapechanger subtype. In addition, he is immune to any transmutation effect if he is not willing to accept it.

Not Quite a Solid (Su): At llth level, while under the effects of his emancipated flesh class feature, the skinwalker is treated as an Ooze (shapechanger). He also gets to squeeze through any hole at least 1" wide as he figures out how to condense and stretch his skin better.

Sort of Like an Onion (Su): At 11th level a skinwalker learns how to layer his skins on top of each other. He can wear up to three skins at a time (including his original body), and must put them on in the order he wants them to come off in. Using his Shed Skin ability removes the top layer of skin. He cannot wear a skin overtop of a skin of a larger size category.

Just a Flesh Wound (Su): At 12th level, a skinwalker can furiously knit his skins back together while inside of them. Attacks which might drop a lesser being are simply shrugged off. He gains fast healing equal to one quarter of his class level whenever inside a skin other than his own.

Zombie Apocalypse (Su): Beginning at 12th level, the dead rise and walk the earth as the skinwalker learns how to steal skins off bodies that have been dead for up to a year and a day. Even if the skin is mostly rotted or just gone, he can reconstitute it from samples of the rest of the body.

Attack of the Living Skin (Su): At 13th level the skinwalker can smother people to death with his skin and steal their bodies. While under the effects of his emancipated flesh class feature, a skinwalker can make a special grapple check against a humanoid target of his original body's size category. Although he is treated as being two size categories smaller (as described above), he does gain a +8 bonus to the grapple check for basically being a liquid skin. If he succeeds on the grapple check and is still attached at the start of his next turn, he can take a full-round action to steal the body from the previous owner. The target must make a Fortitude save (DC 10 + 1/2 the skinwalker's class level + his Dexterity modifier) or be killed. The skinwalker gains control of the body, which is reshaped into a copy of his own discarded body. He keeps his original ability scores and other statistics. This target's skin is now treated as his original skin, and after collecting it in this way is treated as being worn beneath his original body's skin (see the sort of like an onion class feature). His original skin is now treated as just another skin in his collection. If he wants, he can later return to his original body, performing the same process in reverse. This is a death effect.

Army of the Walking Skins (Su): Beginning at 14th level, a skinwalker can choose to have a number of crawling skins (as per his skin crawl class feature) active at any time equal to his Intelligence modifier.

Transfer Enchantments (Su): At 14th level a skinwalker can choose to have any temporary effects remain on him when he sheds a skin, while discarding others if he doesn't care for them.

Rebuild the Missing Bits (Su): At 15th level a skinwalker can use the original blueprint of a skin to rebuild pieces that are missing. By making a DC 30 Heal check he can use a regeneration spell-like ability (caster level equal to his Hit Dice) on himself or on a skin he is carrying. He can't use this while in his original body, and can only use it once an hour.

Telepathic Takeover (Su): Starting at 15th level, a skinwalker can try to invade someone's skin as a standard action. He must be in his own body and have eye contact with the target. The target must make a Will saving throw (DC 10 + 1/2 the skinwalker's class level + the skinwalker's Int modifier) or he dies and the skinwalker gains control of the body as if by the attack of the living skin class feature. This is a death effect.

Extra Layers (Su): At 16th level a skinwalker can wear up to six skin suits at a time (including his original body). He can't have more than 3 skins of the same size category on at the same time.

Flesh That Flies (Su): Starting at 17th level, a skinwalker's disembodied flesh can fly through the air on demonic wings to find its next victim. Whenever using his emancipated flesh class feature, his flesh gains a fly speed of twice his land speed (good maneuverability).

Trapped in a Meat Cage (Su): Beginning at 17th level, if a skinwalker manages to collect a skin before the previous occupent is resurrected, the soul of the previous tenant is trapped in the skin until it's destroyed. The creature cannot be resurrected without a wish or similar magic being first cast.

All Brains Must Be Eaten (Su): At 18th level, a skinwalker gains a hunger for brains. Whenever he is grappling someone using his attack of the living skin class feature or invading someone's skin with his telepathich takeover class feature, he can choose to eat their brain instead of stealing their body. The target makes a Will save instead of a Fortitude save (if using the attack of the living skin class feature). If the target fails the saving throw, the skinwalker gains a temporary enhancement bonus to Intelligence equal to their Hit Dice which lasts for 24 hours. In addition, if the target has any ranks in Knowledge skills, the skinwalker gains access to these ranks for the duration of this effect, replacing the skinwalker's ranks if they exceed his own. The creature is killed, although their skin is ruined for collection. This is a death effect.

Troll Skin or Troll's Kin (Su): At 19th level, a skinwalker can choose to either learn how to mimic a troll's regenerative skin, or to discover he's actually descended from trolls. His call. Anyway, his fast healing turns into regeneration which is only overcome by silver. However, just like a troll he becomes vulnerable to fire, taking half again as much damage from fire as he otherwise would.

Underworld Secret Fire Style Technique(Su): Beginning at 19th level, a skinwalker unlocks a new secret of demonkind and becomes immune to fire and also hellfire. In addition, three times per day he can cause a massive conflagration of demonic flame, causing all flammable materials inside of 1 mile to light on fire.

A Skin For All Occasions (Su): At level 20, a skinwalker is basically the best skin stealer you're ever going to meet. He can steal any creature's skin, no matter what type it is. He can also steal and wear a skin of any size category. Finally, he can wear any number of skins at a time layered upon each other as long as he doesn't have three or more of the same size category on at the same time.

Demonic Apotheosis (Su): At 20th level a skinwalker finally embraces his true nature. His type changes to Outsider (shapechanger). He also can cast plane shift as a spell-like ability at will (self only), except with perfect accuracy. Unlike other outsiders, the skinwalker maintains his dual nature of body and soul, and can be resurrected normally if dead.

The Tygre
2010-10-23, 01:57 AM
I like it. I like it a lot. :smallcool: Are you planning on benefits for races that can already shape-shift, like succubi or changelings?

2010-10-23, 10:03 AM
I like it. I like it a lot. :smallcool: Are you planning on benefits for races that can already shape-shift, like succubi or changelings?

Good question. While it's a different kind of shapeshifting, racial substitution levels for changelings could be very interesting. Succubi usually aren't suitable as a PC race though, so I'm not too worried about them. :smallwink:

Realms of Chaos
2010-10-23, 07:50 PM
OK, a couple of points to make here...

1. No monstrous humanoids? No giants? It seems a bit odd that you can wear an elephant skin but not a troll skin. :smallconfused:

2. I'd honestly remove the last sentance from skin crawl and simply limit yourself to 1 skin until you get the improved version. As things are written right now, you get a 2nd skin at 12th level and a whole bunch more just 2 levels later which makes the entire progression of 1/6 levels kind of vestigial.

2010-10-23, 10:13 PM
OK, a couple of points to make here...

1. No monstrous humanoids? No giants? It seems a bit odd that you can wear an elephant skin but not a troll skin. :smallconfused:

2. I'd honestly remove the last sentance from skin crawl and simply limit yourself to 1 skin until you get the improved version. As things are written right now, you get a 2nd skin at 12th level and a whole bunch more just 2 levels later which makes the entire progression of 1/6 levels kind of vestigial.

Good points. I forgot about those types, and I'll add them right away. As for the second question, I think I tried to do the same thing twice. I'll of course take your suggestion.

Any other questions, comments, or criticisms? I'm sure I screwed up in some other places too. :smallwink:

Realms of Chaos
2010-10-24, 12:27 AM
Have you noticed that this guy gains vulnerability to fire at the exact same moment that he gain fire immunity? :smallconfused:

Also, a couple more comments...

1. The fact that you end up as an outsider (shapeshifter) who is sometimes an ooze but who has abyssal ties without the evil or chaotic subtypes and is for some reason also troll-like and whose body obeys alien geometry in order to fit in smaller skins kind of strikes me as odd. The fluff for this class is seriously all over the map (I haven't even mentioned the zombie-references that you made, after all). :smalltongue:

2. It is unclear what happens when you use emancipated flesh and either your flesh or your body is slain. It may be best to simply have the two share a single hit point sourc eso that they both die at once.

3. A mere 2 levels after this guy gains attack of the livinig skin, this guy gains telepathic takeover, an ability superior in pretty much every single way (not to mention the fact that it's an at-will death effect). For a moment or two, I thought that AotLS allowed you to attack foes while in other skins but upon rereading it, I see that it requires you to be using emancipated flesh... which can only be done with your skin. In other words... you can just spam instant-kill effects with great ease and the other death effect becomes a rarely-used tactic required only when scouting ahead with your skin (which will only rarely be necessary).

The Tygre
2010-10-24, 12:54 AM
1. The fact that you end up as an outsider (shapeshifter) who is sometimes an ooze but who has abyssal ties without the evil or chaotic subtypes and is for some reason also troll-like and whose body obeys alien geometry in order to fit in smaller skins kind of strikes me as odd. The fluff for this class is seriously all over the map (I haven't even mentioned the zombie-references that you made, after all). :smalltongue:

I guess you could say that this class need to be fleshed out a little more?




I am devoid of shame.

2010-10-24, 12:57 AM
At level 19, you get vulnerability to fire.
Also at level 19, you get immunity to fire.

2010-10-24, 01:09 AM
In addition, three times per day he can cause a massive conflagration of demonic flame, causing all flammable materials inside of 1 mile to light on fire.

Including skin, right? :smallbiggrin:

2010-10-24, 01:26 AM
Including skin, right? :smallbiggrin:

Sure, except any of his. It's flameproof at that point. Everyone else gets lit on fire.

RoC: Good points.

1. You don't get the chaotic or evil subtypes because I wanted to leave the opportunity for any alignment to play the class. Having one of those subtypes definitively MAKES you that alignment. This way you can still play as an angst-ridden demonblooded antihero. The ooze aspect is only to describe the way your skin moves on its own, so that nobody can, for example, deal precision damage to you. Because you're a moving lump of skin. As for the troll-blood thing, I wanted to give them regeneration and liked the pun. The basic idea for the class is that they have SOME kind of supernatural background, but it's up to the player to decide exactly what that means for themselves.

2. Good point. I will mention it.

3. Telepathic takeover is an instant death effect with a Will saving throw. That is not unreasonable at 15th level. It is also better than AotLS, unless, as you say, you're scouting ahead for some reason with your disembodied skin. This is how it was intended to work. :smallsmile:

And yeah, it's totally intended to make you weak to fire the same level you become immune. It's a joke, because trolls are always played up as being weak to fire to make up for their regeneration.

Realms of Chaos
2010-10-24, 01:54 PM
More... stuff.

1. My problem with telepathic takeover isn't so much that it's an at-will save-or-die that gives you a minion but that it makes a second at-will save-or-die that you gained just 2 levels ago more or less irrelevant. It seems that there should be more than a 2-level gap between the abilities, is what I'm saying (4-5 levels perhaps).
2. As a new point, you state that telepathic takeover works like aotls but aotls requires that you leave behind your entrails in a useless pile while you control the target, thereby controlling the target instead of yourself. When using telepathic takeover, however, your skin remains on your body and you could logically continue moving along with your controlled mision. Does using telepathic takeover put your body into a coma or something or does it let you control multiple characters at the same time (and if the latter, what is the maximum number of creatures you can control at the same time).
3. It's a bit unclear how skin hit points work as the matter is never spelled out for us. I can see five possibilities, though:
a) when in a skin, we use those hit points instead of our real hit points and when reduced to 0, the skin breaks and we get our full hit point total back.
b) when in a skin, both us and the skin take all damage that we take.
c) when in a skin, damage is split between the skinwalker and the skin.
d) when in a skin, the skin can only be damaged through sunder attempts, much like normal items. This matches normal rules for item hit points but makes the least sense of all of these options.
e) when in a skin, we use those hit points (1/2 normal hit points) instead of our real hit points and if we are foolish enough to be reduced to 0 hp in those hit points, we start dying as normal as the skin peels off.
4. Unless you want a disembodied skin to be utterly unintelligent, you might want to either state that you retain your Intelligence score unlike other oozes or make your skin an aberration. Come to think of it, I can't really imagine this thing behaving like an ooze at all unless you picture it rolling along the floor as a mass of flesh rather than walking around like a haunted husk (which is the impression I get from you). You could always just add a sentance preventing extra damage from critical hits without any real effort and you'd also still be blocking humanoid-only effects.
5. Compared with your old connoisseur base class (which would be awesome in a gestalt with this), this guy seems to be a bit all over the map in terms of both focus and references. Though mechanically a-okay, the aesthetics could stand to be streamlined a bit.
At the moment, this class is trying to juggle stealing things from the skins you use, transforming into an infernal being, a series of defensive techniques, new ways to use your skin stealing, and empowering your ability to travel without organs holding you back.

Wow. This is the second base class that I've ever seen on these boards that has given me an urge to rewrite it. I won't, of course, because it's rude (and copyright infringement), but this class is... just that fundamentally interesting... wow.

2010-10-24, 11:36 PM
As always, my work is totally open. If you want to edit it, change it, rewrite it or whatever, be my guest, as long as you cite it.

You bring up some pretty interesting points. I need to take a closer look at it and figure out what I need to do to make it more accessible and focused. I wrote it over the course of about a week, and my idea of the class shifted greatly during that period (even if the abilities I'd written hadn't).

Let me see what I can come up with to fix it. :smallsmile:

2010-10-25, 05:35 AM
Ooh, I'll likely be using this in my campaign, if that's alright. Modern day All Myths Are True setting, in America. A Skinwalker would make a perfect recurring minor bad guy!
Especially as the BBEG has already demonstrated the ability to make duplicates of people through some as-yet unknown means. Bring this guy in, and they'll never know if it's a copy or a stolen skin! Paranoia for all!