Haberdash the Masked: The 3.5 Kitchen Sink

[Person_Man]

The goal of the build is to have as many options as possible, so that you always have something interesting to do. It relies heavily on exotic weapons, magic items, and Skill Tricks (Complete Scoundrel).

Skill Tricks take 2 Skill points to get. They also have minimum Skill rank requirements. You can have a maximum number of Skill Tricks equal to half your level. And each one can be used once per encounter. By themselves, they’re pretty weak. But when combined with creative thinking and the right weapons, they have a lot of potential.

Much of this is stolen directly from posts I've read here and on the opt boards over the years. I've tried to link everywhere I could, but if I've written down one of your ideas and didn't give you credit, I apologize. Please let me know, and I will do so.


Haberdash the Masked

The build:

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Factotum 5/Master of Masks 1/Factotum 6-8

Feats:
Quickdraw
Two Weapon Fighting
Obtain Familiar (Complete Arcane - optional)
Imperious Command (Drow of the Underdark - optional)

Factotum: An amazing class. It grants you (among other things):
ALL Skills as class Skills.
A limited number of Wizard spells of your choice.
Cunning Knowledge: Gain 1/2 your Factotum level to any Skill, once per day per Skill.
Brains Over Brawn: Int bonus to all Dex and Str checks and Skills. This buffs many of your key Skills, plus your ability to Trip, Grapple, and Disarm.
Cunning Surge is gained at eighth level. This power gives you an extra Standard Action in a turn.

Master of Masks: The Gladiator Mask gives you +1 to hit and damage, and proficiency with ALL martial and exotic weapons. Exotic Weapon Proficiency is usually a big waste of a feat. Each generally provides a minor, situational benefit. But other then your carrying capacity, there’s no limit to how many weapons you can have. This opens up a large number of potential tactics for a relatively cheap investment of a one level dip.

If you have high Cha, 1-2 levels of Marshal is worthwhile to add your Cha bonus to your Str and/or Cha Skills and checks.

If you make it up to ECL 11, one level of Exemplar (Complete Adventurer) will give you +4 competence bonus to one Skill and the ability to Take 10 on Int+1 Skills.

If you're really dying for more Skill Tricks, you can take 3 levels of Battle Trickster, Uncanny Trickster, or Magical Trickster (Complete Scoundrel). Uncanny Trickster gets 3 bonus tricks and can use 3 tricks twice per combat - and it progresses "existing class features" by 2/3, which means you need to take 2 fewer levels of Factotum to get to Cunning Surge. Magical Trickster has the ability to burn a spell to regain the use of a trick during combat, and he can apply any one Metamagic feat to any one spell per day without altering the spell level (up to +4 LA). Combine this with Arcane Thesis (PHBII) and Practical Metamagic (Races of the Dragon) or Improved Metamagic (Epic) or Easy Metamagic (Dragon Mag 325) or Metamagic School Focus (Complete Mage), and you can use Persistent Spell (Complete Arcane) for free once per day. Pick your most powerful buff - and now it lasts 24 hours. Divine Metamagic abuse for the rest of us!

Master Thrower (Complete Warrior) is a good PrC for higher levels. Using razor nets and orcish shotputs along with your thrown weapon tricks, you should be able to deal some serious damage with battlefield control. Add Bloodstorm Blade (Tome of Battle) with harpoons (or anything, really) on top of that, and you become an offensive monster.

The combos:

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Bonus to Damage

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Iaijutsu Focus is a Skill from Oriental Adventures. (By RAW, 3.0 is grandfathered into 3.5, and the Factotum has all Skills as class Skills). Whenever you are making an attack roll immediately after drawing a weapon and your target is flat footed (not just denied their Dex bonus – they specifically have to be flat footed), you may make an Iaijutsu Focus check as a free action. You gain up to 9d6 bonus damage to your attack, based on your check. You’re going to be carrying a ton of weapons, so drawing a new one each time you attack isn’t a problem. And it goes without saying that Skills are quite easy to boost via feats, items, dips into Marshal or Exemplar, Item Familiars, and spells.

In addition, it’s a free action to sheath the Gnome Quickrazor (Races of Stone) at the end of the turn, so that’s two weapons (one for each wrist) you don’t have to drop. Or you can use the Collapsing Crescent Fan (Sandstorm), which gives you +4 to attack any flat-footed foe.

In addition to winning Initiative, the Acrobatic Backstab, Hidden Blade, Sudden Draw, and Escape Attack Skill Tricks all specifically make your enemy flat footed for one attack with various restrictions. Complete Warrior also has an alternate use of Sleight of Hand which lets you draw a dagger as a free action and treat your enemy as Flat Footed for your next attack after 2 rounds of fighting the same enemy with no weapon in off hand.

Instead of tricks, you could take Underfoot Combat and Confound the Bigfolk (Races of the Wild) and use magic or psionics to get yourself to be as small as possible. You can then enter your enemy's square, and the next turn they count as being Flat Footed.

So while you probably won’t be dealing as much damage as a dedicated Power Attack or Sneak Attack build, it’s nice to know that you’ll have a reliable source of bonus damage. It’s also worthwhile to note that it doesn’t have Precision damage restrictions, so you can use it against undead, constructs, etc.

Buffing

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Use Alter Self and/or Polymorph. You can easily gain access to both of these spells, and you can easily abuse them. Alter Self lets you turn into any humanoid up to 5 hit die up to one size bigger or smaller then you, so its easy to gain flight, climb speed, swim speed, stat bonuses, and/or get one size bigger for the bonus to Trip/Disarm/Grapple, or one size smaller for the bonus to hit and Dex. For extra abuse, be an Elan or a Dragonborn Kobold (Races of the Dragon). Once you gain access to Polymorph, you can turn into almost anything. And you can Share Spells with your familiar, letting them turn into more powerful forms as well.

Warning: Most DMs hate it when you abuse these spells. So avoid turning into a pyrohydra unless you really, really need to.

Charge!!!

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Use a lance from the back of a mount. Charge an enemy and deal double damage. Use the Psicrown of the Evader (which you can use with the Use Psionic Device Skill) to manifest Hustle. This lets you gain an extra Move action as a Swift action. Then use Cunning Surge to gain an extra Standard Action. Then use the Dismount Attack Skill Trick, which allows you to use a Standard Action to attack “as if you had Charged” if you succeed on a fast dismount (PHB, free action DC 20 Ride check as long as you still have a Move Action available). If you’re willing to invest in getting Pounce, you can get 2 full attacks, which are all at double damage, and then use the left over Move action to Demoralize your enemy or move. If you’re an orc or half-orc, take Headlong Rush to make it triple damage on each attack. And if you need it, you can use the Twisted Charge Skill Trick to make one turn up to 90 degrees when you charge.

Debuff

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Using a lasso is a ranged touch attack that imposes a -2 to attack rolls and -4 on Dex (no Save). Use a net or a razor net is a ranged touch attack (maximum range of 10 feet) that imposes a -2 to attack rolls and -4 to Dex, 1/2 movement, and you can’t charge or run (no Save). Penalties from different sources stack. So used together, they can quickly debuff one or more enemies. Then if necessary have your familiar deliver a Touch of Fatigue, Bestow Curse, or anything else that debuffs Dex. You can also make the lasso a Spell Storing weapon or an Item Familiar. Once you reduce an enemy’s Dex to 0, they are paralyzed. This means that they are helpless, and you or a friend can Coup de Grace them. I suggest you use a Greathammer (Monster Manual 4), which deal 1d12 x4 damage. If this is your primary combo, you may also want to take Death Blow from Complete Adventurer, which lets you Coup de Grace as a Standard Action. Using Hustle and Cunning Surge, you should be able to kill or at lock down any one foe.

Demoralize

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Buy armor with the Fearsome armor enhancement from Drow of the Underdark. It allows you to use Intimidate to Demoralize an enemy as a Move action (normally it's a Standard action). Take Imperious Command from Drow of the Underdark. Now whenever you successfully use Intimidate to Demoralize a foe, it Cowers for 1 round and Shaken the next. Use the Never Outnumbered Skill Trick from Complete Scoundrel so that you can Intimidate everyone within 10 feet. If necessary, use Hustle to gain a Move action as a Swift action so that you don't waste an opportunity to make a full attack.

Disarm

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Use a Flindbar from the Monster Manual III. It gives you +2 to Disarm, and when you threaten a crit (19-20 or 17-20 with any Keen effect) you get a free Disarm attempt before you roll to confirm the crit. So you can attack normally without wasting potential actions, and still potentially disarm the BBEG's uber sword/staff/artifact.

Disguise

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Alter Self spell + Assume Quirk + Second Impression Skill Tricks. Turn into whatever race you need. Assume Quirk eliminates the Spot bonus for granted to a viewer familiar. Second Impression lets you make a Bluff check to cover up if your enemy successfully makes a Spot check to see through your disguise. Put them together with a good Bluff check, and you can basically pretend to be anyone. When breaking into any dungeon/castle/whatever guarded by sentient beings, all you need to do is kill the first guard your see, then impersonate them. Then walk in and take whatever you want, or use it to do reconnaissance, and/or get close to any enemy you want to kill. If necessary, put your friends in chains (and don’t lock them) or have them climb into a Bag of Holding until combat starts.

Familiar

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Familiars have many uses. The most important one, for your purposes, is the ability to hold the charge of any touch spell. Essentially, you can cast any one touch spell before combat, and your familiar can hold it all day as long as you don't cast any other spells. Then when combat starts, your familiar can move into an enemy’s square and attack the enemy with your spell. This is very important, because this build does not have access to the high level spells of any full caster. It relies on its action advantage. This gives you another one.

In addition, Familiars can share any spell you cast on yourself. If you take Improved Familiar (Complete Warrior) and use Alter Self or Polymorph, this can essentially give you a second PC to control. It's also a helpful mount for your charge combo.

Alternatively, you can use an Item Familiar to give you up to +23 spread among any number of Skills (like Iaijutsu Focus or Diplomacy). And it can hold a spells and/or have some ridiculously helpful Intelligent Item special abilities, giving you another action advantage.

Grapple

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Mancatcher (Complete Warrior) and/or Pincer Staff (Underdark) and/or Sharktooth Staff (Savage Species): Any of these will give you a free Grapple attempt when you hit your enemy. Great for locking down a single foe. Mancatcher and the Pincer Staff are also reach weapons, which allow you to keep them at a safe distance.

Alternatively, you can use Easy Escape and Quick Escape and Escape Attack Skill Tricks to gain an extra attack. Easy Escape gives you a bonus to Escape Artist to escape a Grapple. Quick Escape lets you do it as a Swift Action. Escape Attack gives you a single attack with a light weapon against your enemy when you escape a grapple, and your enemy is treated as flat footed for that attack. So, you attack your enemy, get a free Grapple check, finish your full attack, then escape as a Swift action and get one more attack for free with the Iajutso Focus bonus to damage.

Invisible Enemies

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Clarity of Vision Skill Trick + bag of chalk: The Trick let’s you pinpoint any Invisible creature within 30 feet as a free action. Throw the bag of chalk or any grenade weapon on them, and now they’re easy for anyone to spot. (Not RAW, but every DM since 1st ed has let me do this.) Or you can just have a wand with See Invisibility or True Seeing. Regardless, you should always be prepared for tricky enemies.

Moving Around

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Magic rollerskates + Extreme Leap Skill Trick: If you make a horizontal jump of at least 10 feet during your turn, this Trick lets you spend a Swift action to move an additional 10 feet. Magic Rollerskates let you take a 10 step instead of 5 ft step. And you can Jump as part of any movement. So all you need to do is make a DC 20 Jump check, and you get 20 feet of movement for a Swift Action without having to use Hustle.

Sleight of Hand

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You can pickpocket any small item off an enemy with a DC 20 check. Take away the component pouch or holy symbol of any spellcaster, and they’re often useless. You can do this as a Standard Action, or as a Free Action if you’re willing to take a -20 penalty on your check.

Trip

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Use the Ritiik from Frostburn. If you successfully hit an enemy, the enemy must make a Reflex Save. If it fails, you get a free Trip Attempt. Basically a weaker version of Knock-Down for free. If you're willing to invest in Improved Trip, you get one extra attack on that enemy.

You can also use the Glot (Frostburn) or Barbed Bola (Complete Warrior) or Bola (PHB) to make ranged Trip attacks.

Tripping is not as useful as Grappling or the debuff combo for locking down an enemy, but it can be used against multiple enemies, so it has its uses.

Wands

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You can buy access to any spell or psionic power. Figure out what you can’t do, and fill the gaps as needed. In particular, Haberdash tends to lack any crowd control abilities, so things like Solid Fog or good old Fireball are must haves. I’m also very fond of utility spells like Comprehend Languages, Detect Thoughts, Ebon Eyes, etc. Wraithstrike and Greater Invisibility are also invaluable for boss fights.

The Full List of Potentially Useful Exotic Weapons

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Annulat: Planar Handbook pg 68. Thrown weapon that imposes a -2 penalty to AC against it's target. If you're going to throw something, why not make it easier to hit? It's also noteworthy that neraphim treat it as a martial weapon, making a neraphim Master Thrower/Bloodstorm Blade a tempting option.

Boomerang: Eberron Campaign setting pg 119: This weapon actually sucks. It deals less damage then most other thrown weapons. When it misses, you can make an attack roll to catch it. However, proficiency with this weapon qualifies you for the uber Boomerang Daze feat (Races of Eberron pg 108) forces anyone who takes damage from your boomerang to Save or be Dazed (one of the most powerful effects in the game) for 1 round, and Boomerang Ricochet (also RoE pg 108) which lets you hit a second adjacent target with your boomerang (potentially Dazing both) after you hit the first.

Braid Blade: Dungeon 120: 1d3, 18-20, x2. On a full attack, allows you to make an extra attack at -5, or -2 if you have 5 ranks of Tumble.

Collapsing Crescent Fan: Sandstorm, p. 96: +4 to attack any flat-footed foe. Great when combined with Iaijutsu Focus.

Composite Greatbow: Complete Warrior: Does 1d10 damage and has a 130 ft range increment. So this a good long ranged weapon for pure damage dealing.

Drow Scorpion Chain: Secrets of Xen'drik pg 137: Exactly the same as a normal Spiked Chain, except that if you happen to be a drow, you can take the Drow Skirmisher feat (which grants several proficiencies and minor bonuses) instead of Exotic Weapon Proficiency to get proficiency with it. Not useful for Haberdash, but worth including on this list for the sake of completeness.

Elven Courtblade: Races of the Wild: 1d10, 18-20 *2. Slightly less damage then the Jovar. But this two handed weapon can be used for both Power Attack and Weapon Finesse.

Flindbar: Monster Manual III: +2 to Disarm, and when you threaten a crit (19-20 or 17-20 with any Keen effect) you get a free Disarm attempt before you roll to confirm the crit.

Foot Spike: Races of the Wild: Yet another place to hide a weapon, just in case your DM decides to have your party taken prisoner.

Glot: Frostburn: Can be used to make ranged trip attacks, and deals better damage then bolas or barbed bolas.

Goad: Frostburn: Reach weapon that deals non-lethal damage, in case you ever want to capture someone without killing them. Also gives you +2 to Handle Animal checks against Huge or bigger animals.

Greathammer: Monster Manual 4 or Races of Stone: 1d12, 19-20/x4 or just 20/x4, depending on which version you use. Also gives you +2 to Sunder a weapon or shield, but sundering your future treasure is generally a bad idea.

Harpoon: Frostburn: A harpooned creature moves at half speed, cannot charge or run, and if you attach a rope to it you can limit their movement away from you. It can be removed with a full round action, which deals damage again. Occasionally helpful for battlefield control. Or you can enchant it with Returning, and have a double damage ranged attack.

Heavy weapons: Basically a special way of constructing a metal weapon. Increases the damage die of the weapon based on a set chart. Requires Exotic Weapon Proficiency to wield correctly. But this is no problem for Haberdash. So unless your DM is crazy enough to let you use Kaorti, then most of your weapons should be Heavy. Magic of Faerun, pg. 179.

Ice Axe: Frostburn: +4 to Climb checks.

Jovar: Planar Handbook: 2d6, 18-20, *2. With high damage and a high threat range, this is your is a respectable pure damage dealing weapon. Buy a Scabbard of Keen Edges.

Kaorti weapons: Fiend Folio web enhancement: *ANY* weapon can be made out of kaorti, which gives it a crit multiplier of x4. You need an EWP for a kaorti version of a weapon (even if it is already exotic), but... hey, no problem for Haberdash! Combine with a Keen Elven Courtblade or something similar for a ridiculous crit. Of course, this is a ridiculously exotic weapon, as you need to convince an Evil Outsider to make it for you (or accept the +4 LA to be a Kaorti yourself). My suggestion is that you invest in Knowledge (Planes), and ask your DM for a side quest to get one.

Kusari-Gama: A one handed reach weapon, which is useful for certain builds. The Spinning Sword (see below) is superior, but comes from a more obscure source. DMG.

Lance: Not exotic, but everyone who is proficient should keep one on their mount. You never know when double damage from a charge might come in handy. And like the Kusari-Gama, it's a one handed reach weapon (when you're mounted and use a shield). PHB.

Lasso: Book of Exalted Deeds, p. 34: Using a lasso is a ranged touch attack that imposes a -2 to attack rolls and -4 on Dex (no Save).

Longstaff: Complete Adventurer: If you fight defensively or use Combat Expertise while using this weapon, you can’t be flanked. Screw you Rogues!

Mancatcher: Complete Warrior: Gives you a free Grapple attempt when you hit your enemy. Also, as long as your enemy can’t reach you, they can’t attack you or do anything other then attempt to move or escape from the grapple.

Net (PHB): Using a net is a ranged touch attack (maximum range of 10 feet) that imposes a -2 to attack rolls and -4 to Dex, 1/2 movement, and you can’t charge or run (no Save).

Orc Shotput: Sword & Fist, p. 71: One of the best thrown weapons in the game: 2d6 damage, 19-20 crit, x3 multiplier. Add some Master Thrower for extra fun.

Pincer Staff: Underdark: Basically a mancatcher that deals more damage.

Razor Net: Dragon Compendium, p. 115: All the hassle of a regular net, and it does 1d6 damage.

Ritiik: Frostburn: If you successfully hit an enemy, the enemy must make a Reflex Save. If it fails, you get a free Trip Attempt. Basically a weaker version of Knock-Down for free.

Scorpion Claws: +4 to Grapple checks. The bonus is unnamed, so it stacks with Improved Grapple. They're also light weapons, so no Power Attack, but yes for TWF. Sandstorm.

Sharktooth Staff: Savage Species: Gives you a free Grapple attempt when you hit your enemy. Unlike the mancatcher or pincer staff, it has no reach. But it deals the best damage. It’s also worth mentioning that they each have size restrictions.

Spiked Chain: PHB: Useful if you have a ton of reach and a potent magic weapon with an AoO build. But most of the time you can just use a glaive and a 5 ft step. If you're really in a pinch, use armor spikes.

Spinning Sword: Secrets of Sarlona, pg 136. Basically a Spiked Chain that you can only use with one hand. Useful if you want to be a sword and board build, or a TWF build.

Sugliin: Frostburn: Does 2d8 damage, but it’s a full round action to make 1 attack. But hey, until you get to +6 BAB, this is your weapon of choice for pure damage dealing when you’re already standing next to your enemy.

Whip Dagger: Drow of the Underdark: 15 feet of reach, which might be helpful on occasion. You can also use it with the Whip Climber Skill Trick to do Indiana Jones-ish swinging.

Yuan-Ti Serpent Bow: Secrets of Xen'drik pg 137: A bow with curved blades at the edges. You can use it as a ranged weapon or as a melee weapon interchangeably, and it is a treated as a double weapon for magical enhancements (you enchant the bow part and the blade part separately). Not that useful for Haberdash specifically, but a nifty choice for bow builds that fight in dungeons and other closed in spaces a lot.

Tome of Battle Fun:

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A short dip into a martial class or the Martial Study and Martial Stance feats will give you an all day buff and one or more helpful maneuvers as well. Warblade in particular has a lot of great Int synergy, and Weapon Aptitude ability is very helpful if you want to go into Master Thrower because it allows you to change your Weapon Focus, which allows you to change the weapon your thrown weapon tricks apply to. You can look through all of them legally at the WotC site or look at the general tricks/tips/optimization thread here. Here are some good options that have modest entry requirements:

Flame's Blessing (Desert Wind Stance): Fire resistance/immunity based on your Tumble ranks. Fire is the most common form of energy damage.

Wind Strike (Desert Wind Boost): +10 base land speed for 1 turn.

Entangling Blade (Devoted Spirit Strike): Use this with a lasso to render most enemies immobile until the end of its next turn.

Thicket of Blades (Devoted Spirit Stance): Any movement (including 5 ft steps, and potentially Tumble depending on your DM) provokes an AoO. Great with various exotic reach weapons.

Insightful Strike (Diamond Mind Strike): Attack with a lasso or mancatcher or something similar, which is a touch attack. Replaces normal weapon damage (nothing) with a Concentration check (which can be ridiculously high with an Item Familiar).

Sapphire Nightmare Blade (Diamond Mind Strike): Yet another way to make your enemy flat footed for Iaijutsu Focus.

Absolute Steel (Iron Heart Stance): +10 base enhancement bonus to speed.

Iron Heart Surge (Iron Heart maneuver): One of the best defenses in the game, this ends any effect with a duration of 1 or more rounds.

Steel Wind (Iron Heart Strike): 2 attacks with 1 Standard action, this is potentially quite useful when combined with Cunning Surge.

Counter Charge (Setting Sun Counter): With Brains Over Brawn and the ability to control your size, this is an easy way for you to prevent any one charge against you.

Giant Killing Stance (Setting Sun Stance): +2 to hit and +4 to damage against bigger enemies. Again, easy to get all of the time if you're going for a tiny buy deadly Iaijutsu Focus + Confound the Big Folk + Collapsing Crescent Fan build.

Step of the Wind (Setting Sun Stance): You ignore penalties incurred by difficult terrain, and bonuses to attacking enemies standing on difficult terrain.

Assassin's Stance (Shadow Hand Stance): +2d6 Sneak Attack. Opens up a lot of other good feat options, like Craven and Staggering Strike.

Child of Shadow (Shadow Hand Stance): As long as you move 10 feet per round (Magic Rollerskates!) you gain limited concealment (20% miss chance), which is always helpful.

Cloak of Deception (Shadow Hand Boost): Invisibility for one round as a Swift Action. Not helpful for Iaijutsu Focus, but a solid defensive choice nonetheless, and helpful if you're in Assassin's Stance.

Dance of the Spider (Shadow Hand Stance): Gives you Spider Climb, which may be very handy given the amount of mobility this build has going for it.

Island of Blades (Shadow Hand Stance): Easy flanking. Mostly useful if you have a Rogue in the party, as you can't use this and Assassin's Stance at the same time.

Crushing Weight of the Mountain (Stone Dragon Stance): You gain 2d6 + (1.5*Str) constriction damage. Combine with the Sharktooth Staff for solid low to mid level damage and battlefield control.

Roots of the Mountain (Stone Dragon Stance): A very interesting choice, this stance gives you +10 unnamed bonus to resist bull rush, overrun, trips, and grapple attempts made against you, -10 on Tumble checks, and DR 2/-. The downside is that it ends if you move more then 5 feet for any reason. The upside is that you no longer need to worry about most special attacks against you, and anyone you put into a Grapple with a Mancatcher or Pincer Staff is essentially trapped there indefinitely (since they need to initiate a Grapple check against you in order to get free or move). Combine with Combat Focus + Combat Vigor + Combat Stability (all PHBII) for an additional +8 to resist special attacks, and +4 to Will Saves and Fast Healing 4. My next Knight or Psychic Warrior build is definitely going to pick this up.

Death From Above (Tiger Claw Strike): Yet another way to make your enemy flat footed for Iaijutsu Focus.

Hunter's Sense (Tiger Claw Stance): Gives you the Scent ability, which is useful for tracking and pinpointing the location of invisible enemies (though there are many other low investment means of doing this).

Leaping Dragon Stance (Tiger Claw Stance): +10 enhancement bonus on Jump checks, and all Jump checks are considered running jumps. Useful for certain tricks, and jumping is just fun in general.

Pouncing Charge (Tiger Claw Strike): Combine with any charge combo for some serious damage.

Souring Raptor Strike (Tiger Claw Strike): +4 to hit and 6d6 extra damage for a Standard Action attack is nice.

Wolf Fang Strike (Tiger Claw Strike): Another way to make 2 attacks with a Standard Action.

Battle Leader's Charge (White Raven Strike): You charge, do not provoke attack of opportunity, and deal 10 extra points of damage (which is doubled by a lance).

White Raven Strike (White Raven Strike): Yet another way to make your enemy flat footed for Iaijutsu Focus.

White Raven Tactics (White Raven Boost): As a Swift Action, you move a single ally's Initiative to right after yours. This can potentially give someone another turn if they went before you. HUGELY useful.

Incarnum:

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Thanks to Darrin for researching and writing this section:

In a nutshell: Soulmelds are a little like magic items that you shape out of your own life-energy. They are assigned to various chakras, which correspond to the various magic item locations. Each soulmeld has roughly three different power levels:

1) Shaped: You assign it to a body location. You get a basic effect.
2) Infused: You can pump essentia points into it, usually to enhance the basic effect. You can get essentia points from your class, race, or feats.
3) Bound: You bind the soulmeld to a body location, which is the same as wearing a magic item there. In addition to the basic effect, you get a more powerful effect.

A Chameleon can enjoy all the basic effects just by taking the Shape Soulmeld feat for a day. 8 hours of rest + 1 hour to shape soulmelds, and once shaped, the soulmeld is pretty much permanent until unshaped or dispelled. There are 10 chakras/body locations, and the maximum number of soulmelds he can shape at one time is determed by his Con score minus 10, so a Con of 20 means he can load up all 10 of his chakras.

Recommended race: Lesser Tiefling: +2 Int, +2 Dex, -2 Cha. Add the Arctic template for +2 Con/-2 Cha, add Dragonborn of Bahumant for +2 Con/-2 Dex. Stats: +2 Int, +4 Con, -4 Cha. Also, Grey Elf or Fire Elf would work just as well, and the latter has the added irony of an arctic template on a fire race.

Soulmelds

I went through all the basic soulmeld abilities and looked at the various chakras... this is an off-the-cuff eyeball stab at it, sort of in order of least chakras to greater chakras:

1) Crown (hat): Threefold Mask of the Chimera. While shaped, you can't be flanked. The nice thing here is unlike Improved Uncanny Dodge, there's no exception for high-level rogues.

2) Feet (boots): Thunderstep Boots. If you charge and hit with an attack, adds 1d4 sonic damage (no save). For each point of essentia invested, add +1d4 damage. Best for charger builds, otherwise consider Airsept Sandals (fly 10' but must end movement on solid ground) or Acrobat Boots (+2 to balance, escape artist, jump, tumble).

3) Hands (gloves): Lucky Dice. As a swift action, add +1 luck bonus to: attack/damage, saves, or skill/attribute checks. A bit of an oddity here, but you also roll 2d6, and if it comes up 7, the +1 bonus applies to all three options.

4) Arms (bracers): Bloodwar Gauntlets. +1 morale bonus on attacks. If you can pump essentia into it, each point gives you +1 morale bonus on damage. Kinda nickle-and-dime stuff here, but some other options: Bluesteel Bracers (+2 Init), Girallon Arms (+2 grapple), or Mauling Gauntlets (+2 Str checks).

5) Brow (goggles): Mage's Spectacles. +4 insight bonus to decipher script, spellcraft, and... wait for it... wait for it... use magic device. If your factotum has them already maxed out, try Planar Chasuble for <energy> resistance 10, based on your alignment.

6) Shoulders (cloak): Adamant Poultrons. Light fortification, 25% chance to ignore crits. If you're going all-sneaky-type, Kruthik Claws, +4 competence bonus on hide and move silently.

7) Throat (necklace): Planar Ward. Blocks mental control effects, such as magic jar, enchantment (charm) or enchantment (compulsion). It's not quite as perfect as the various protection from <blank> spells, but useful. Another option would be the Necrocarnum Mantle, for immunity to disease.

8) Waist (belt): Strongheart Vest. You've probably heard about this one from a Hellfire Warlock build, but even without Hellfire Blast it's just darned useful. Reduces any ability damage you take by 1 point. If you don't want to go that completely cheesy: Flame Cincture (fire resist 10), Necrocarnum Vest (cold resist 5), or Wormtail Belt (+2 natural armor).

Now, the Heart and Soul chakras are normally only available to high-level Incarnates, which is the only class that can *bind* soulmelds to these two chakras. However, nothing in the book says you can't shape a soulmeld on those locations. So we can add:

9) Heart (vest): Blink Shirt. Teleport 10' (as dimension door) as a standard action. You can't take any other actions until your next turn (including immediate, I think), but a good "get out of grapple free" card. You can also pump up the range by investing essentia, +10' per point. If that doesn't impress you, you can put the Strongheart Vest here.

10) Soul (robe/armor): For such a rare chakra, most of the basic soulmelds are pretty "meh". For someone smacking around things with exotic weapons, I gues I'd recommend Incarnate Avatar. However, unlike most soulmelds, you *have* to invest essentia into it to get any basic ability, and the benefit depends on your alignment: Chaotic = +1 insight bonus on ranged attacks per essentia, Evil = +2 insight bonus on damage per essentia, Good = +1 insight bonus to AC per essentia, and Lawful = +1 insight bonus to attack per essentia. If you don't want to bother with essentia, then stick the Planar Chasuble here, or try the Necrocarnum Shroud: +1 profane bonus to attack/damage for 1 round whenever any creature adjacent to you takes damage.

I've also been informed that Vestiges are an easy way to gain useful powers. However, I don't own Tome of Magic, so I can't comment on it intelligently. If you do and your DM allows it, the Consolidated Binder Handbook should tell you everything you need to know. Most notably, The Triad vestige (from a WotC Mind's Eye article) grants proficiency in "all simple, martial, and exotic weapons." So Binder 12 (or the equivalent combination using prestige classes and the Improved Binder feat) substitutes for Master of Masks.

Haberdash will not be able to do all of the combos I’ve laid out. You have a limited number of Skill Tricks that you can take, and limited resources for equipment. Furthermore, most DMs won’t allow every possible supplement. And some DMs won’t allow overpowered uses of some rules, even if they’re core. I get this.

Haberdash is basically a buffet style build that allows you to choose whatever elements fit into your campaign. He’s also potentially a great BBEG to throw at your PCs, because he has many potential screw-but-not-kill combos, and the whole Master of Masks/Disguise thing going to drive an interesting plot.

Please post any and all ideas, tweaks, opinions, etc. In particular, I’d like to hear if I missed any useful exotic weapons or low cost combos (ie, not involving more then one or two feats, items, spells, or powers) which might be of help. I also haven't settled on the best race to use, what feats to finish the build with, or found a good pic of a masked gladiator carrying many weapons.