Races and Classes
- Humans are mechanically unchanged. As they are by far the most common race on Illiatu, many characters will likely be human.
- Dwarves are no longer a playable race for starting characters1. Once the Scouring began, dwarvenkind retreated deep underground and apparently never returned to the surface world. Perhaps they are still down there, slumbering in the depths until the world lives again…
- Elves are no longer a playable race for starting characters1. Due to the overthrow of the ancient, world-spanning elven empire by their slave races, elves were already rare before the Scourging, and a pureblood elf has never been sighted since – at least, not by reputable sources.
- Gnomes are mechanically unchanged.
- Half-elves are replaced by the elf-blooded: humans with a non-negligible fraction of elf ancestry. Most elven blood has been diluted beyond recognition over the years, but enough elf-blooded bore children with one another that noticeable bloodlines still exist. In addition to the basic half-elf rules in the PHB, an elf-blooded character can choose to either take a bonus feat at first level or to gain one additional skill point at every level.
- Half-orcs are similarly replaced by the orc-blooded, who are more genetically diverse. Rather than their published ability score adjustments, they may choose to take a +2 bonus to one, two, or all three physical ability scores and a -2 penalty to a corresponding number of mental ability scores.
- Halflings are mechanically unchanged.
One of 3.5’s greatest flaws was the “God Wizard” or the “Clericzilla” – a prepared caster with access to potentially their entire spell list, plus the abilities of almost any published monster thanks to conjuration and shape-shifting, who could solve any problem without the assistance of lesser party members. The following changes to each full-caster class and (in a later chapter) some of the most problematic spells should hopefully restore balance, sanity, and specialized party roles. Using these rules one wizard or cleric should play very differently from another, allowing multiple players to choose the same class without stepping on toes.
The wizard has been broken up into six separate classes as given below. Each uses the same method of spellcasting as the standard specialist wizard (including spells per day, spells gained at each level, mechanism of adding to one’s spellbook) except for how spells from other schools are treated. The wizard may pick one additional school as his “secondary” and gain access to its spells as normal, but spells from other schools are more difficult to case. The highest-level spell a wizard can cast from these non-specialized schools is one lower than the highest-level spells he has access to. As an example, a first-level planebreaker who has chosen Enchantment\Illusion as his secondary school can cast Conjuration, Enchantment, and Illusion spells normally. He can still cast Mage Hand, which is zeroth level, but cannot cast Magic Missile or any other first-level Abjuration, Divination, Evocation, Necromancy, or Transmutation spell.
For purposes of school selection, illusion and enchantment are treated as one school, as are divination and abjuration. Rather than the bonus feats at first, fifth, tenth, fifteenth, and twentieth levels, each specialization gains a different set of benefits:
Guardian Arcane (Abjuration and Divination)
- 1st level: Energy Ward: You gain resistance 1 to acid, cold, electricity, fire, and sonic damage. This resistance increases by 1 at each level you gain in this class. Allies within thirty feet gain half of this ability’s benefit (round down).
- 5th level: Forewarning: You always act in surprise rounds and can reroll initiative once per encounter.
- 10th level: Kinetic Ward: You gain DR 3/-, which improves by 1/- every three levels you gain in this class. Allies within thirty feet of you gain half of this ability’s benefit (round down).
- 15th level: Spell Ward: You gain spell resistance 20, which improves by 1 at each level you gain in this class. Allies within thirty feet also gain spell resistance, but 5 fewer than you do.
- 20th level: Futuresight: You are never flat-footed and may treat all initiative rolls as a natural 20.
- 1st level: Rapid Summoning: Your summon monster spells only require a standard action rather than a full-round action to cast.
- 5th level: Binding: Your summoned and called monsters remain on the Material Plane twice as long as they normally would.
- 10th level: Matter Guard: Once per day as an immediate action, you can conjure a random assortment of matter to protect yourself. You are surrounded by a prism of glassy material with five hit points per caster level, which is barely large enough to contain you and remains in existence until your next action. If this ability is used to counter a targeted spell, the enemy caster loses line of effect (but certain spells such as disintegrate may still affect the prism). If it is used to interrupt an attack, deal the attack’s damage to the sphere. Any damage above what is necessary to destroy the prism affects you.
- 15th level: Relay Spell: Three times per day, you may cast spells using a summoned creature instead of yourself as the spell’s origin. This allows you to use the creature’s line of effect to strike creatures which you cannot target directly.
- 20th level: Eternal Binding: You may permanently bind one summoned or called monster to yourself as a full-round action. The creature remains on the Material Plane as long as you live and obeys your orders as per the spell which first summoned or called it. If it is killed or banished, the effect ends. If you choose to make a new binding permanent, the previous binding ends.
Mindshaper (Enchantment and Illusion)
- 1st level: Trapfinding (as the rogue ability)
- 5th level: Cloaked Casting: If the target of your spell is denied his Dexterity bonus to AC, the spell’s DC (if any) increases by 2.
- 10th level: Stealth Spell I: The beguiler makes a choice between Silent Spell and Still Spell. The chosen form of metamagic is applied automatically to every spell she casts without increasing the spell’s level.
- 15th level: Stealth Spell II: The other feat from Stealth Spell I is applied automatically to every spell you cast without increasing the spell’s level.
- 20th level: Irresistible Spell: If the target of your spell is denied his Dexterity bonus to AC, the spell automatically penetrates spell resistance.
- 1st level: Intensification: All hit point damage dealt by your spells is increased by your caster level.
- 5th level: Sudden Metamagic I: Once per day, the energist can apply the effects of a metamagic feat he knows to a spell with a lower cost than usual: the increase in spell level is reduced by one.
- 10th level: Sudden Metamagic II: As Sudden Metamagic I, but twice per day and the feat’s cost is reduced by two spell levels.
- 15th level: Sudden Metamagic III: As Sudden Metamagic I, but three times per day and the feat’s cost is reduced by three spell levels.
- 20th level: Empowerment: All spells cast by the warmage which deal hit point damage are automatically empowered, as by the metamagic feat, without increasing the spell’s level.
- 1st level: Rebuke Undead: As the cleric ability.
- 5th level: Charnel Touch: The thanaturge gains a melee touch attack which deals 1d8 negative energy damage plus 1/4 of her caster level. This can be used as many times per round as the thanaturge has attacks. Like all negative energy, charnel touch heals undead.
- 10th level: Desecration: All undead created by the thanaturge are treated as though they were created in a desecrated area. In addition, she can control 2+INT mod HD of undead per caster level instead of 2.
- 15th level: Cheat Death: When a thanaturge of this level perishes with more than twenty spell levels still prepared, she can expend that spell energy to revive herself one round later with one hit point remaining. Her body must be reasonably intact for this ability to function. The exact spells to be lost are chosen by the thanaturge. Following reanimation, the thanaturge is stunned for one round and suffers 2 points of CON drain.
- 20th level: Lichdom: A thanaturge of this level discovers the secret of lichdom. She may apply the lich template (MM) to herself, paying only one-quarter of the usual cost of a phylactery.
- 1st level: Mutable Body: When you prepare your spells, you may shift your form somewhat to add +1 per five caster levels to one of your physical ability scores. Performing one shift cancels the effect of the previous shift.
- 5th level: Kinesis Adept: You gain telekinetic abilities which function as the spell Mage Hand, except that they can be used at will as a standard action and can move an object weighing up to the square of your caster level in pounds. This cannot target creatures.
- 10th level: Destabilize: Your hostile transmutation spells deal double damage to objects and 1d4 points of randomly-chosen ability damage to creatures if they fail their save.
- 15th level: Mutable Ally: You may use your mutable body ability on one ally per point of INT modifier. Performing a shift on an already-shifted ally cancels the effect of his previous shift.
- 20th level: I Got Better: As a full-round action, you may cancel the effect of any ongoing transmutation spell on yourself or a touched ally. You must make an opposed caster level check against the effect’s creator to succeed, unless you cast the effect yourself.
Wizards may learn and research spells as normal.
As most of the prayers which clerics use to cast their spells have been lost to the ages, clerics do not automatically know every spell on their class list. Clerics do gain knowledge of every spell in the domains their deity grants (in the case of clerics who do not worship a god, pick two additional domains thematically related to the two you have selected), and at every level they gain the knowledge of one cleric spell of any level they can cast.
Like a wizard rediscovering arcane knowledge, a cleric may stumble upon an ancient temple of her deity in her travels and so discover the ancient rites that allow her to use another spell. These additional spells must be recorded in a prayerbook using the same rules as a wizard’s spellbook. Other methods of learning new divine spells exist, including direct contact with celestial or fiendish beings. If a cleric is willing to invest significant personal downtime, she can also research a spell using the same rules as a wizard.
Druids face similar restrictions, though they lack the advantage of domain access. At first level a druid knows four 1st-level spells plus one per point of WIS modifier. At each later level the druid gains knowledge of two druid spells of any level she can cast. The druid’s wild shape ability is limited to animals and plants she has personally interacted with or observed for at least a day – which may be a tall order in such a devastated world. Possessing a body part from an unfamiliar animal or plant allows the use of that shape for as long as the druid carries it.
Though the world has been shattered and poisoned, there may exist small patches of vibrant growth, nature’s last footholds. Should a druid discover and care for one of these havens, she may acquire additional spells remembered by the trees themselves. She does not need to record these bonus spells; they are permanently added to her spells known. If a druid is willing to invest significant personal downtime, she can also research a spell using the same rules as a wizard.
Aside from the altered classes above, most first-party sourcebooks can be used unchanged. Alternative “casting” systems such as psionics, incarnum, and all the weirdness from Tome of Magic are disallowed.
New Base Class: The Ur-Thief
“Gold, you say? Any half-wit can steal gold. One glance at the rabble who call themselves thieves nowadays should be enough to turn you from that path. Most would sooner cut your throat from the shadows for a few coppers than devote themselves to the way of true thievery. But you… you’re a bright girl. You might have what it takes to steal more than gold…”
The ur-thief is no mere cutpurse, but nor is she quite a mage, as she has no spells of her own. Rather, her brand of mystical thievery is focusing on stealing intangible things – love, beauty, and even magic itself. She stores these things in glyphs tattooed on her body. A powerful ur-thief can steal both objects and intangibles from a distance, and her tattoos will someday hold the spells of archmages and the authority of emperors. An ur-thief with access to external storage (in the form of crystal jars) can swap out stolen abilities to customize her powers.
Ur-thieves generally avoid combat, though they are as useful as any rogue in overcoming a dungeon’s traps. An ur-thief who can get the drop on enemies is an asset to the party, but not for direct damage. Rather, her heists – mystical theft abilities – allow her to weaken or overcome enemies. Off the battlefield and out of the dungeon, few characters can outshine an ur-thief when it comes to manipulating powerful figures. An ur-thief’s abilities rely on Intelligence, but good Dexterity and Constitution scores also contribute to her survivability. Ur-thieves vary widely in alignment but seem to have an overall tendency towards chaos and evil.
d6 hit die
8+(INT mod) skill points per level
|Level||BAB||Fort||Ref||Will||Special||Heists Known||Tattoo Glyphs|
|1||0||0||2||2||Minor heists, tattoo glyphs, touch finesse, Improved Disarm, trapfinding||1||1|
|3||2||1||3||3||Evasion, mystic eye||2||3|
|4||3||1||4||4||Improved thief’s hand (force)||3||4|
|5||3||1||4||4||Cloak of indifference -2, quick pockets||3||5|
|7||5||2||5||5||Improved thief’s hand (legerdemain)||4||9|
|8||6||2||6||6||Steal light and sound||5||11|
|9||6||3||6||6||Improved thief’s hand (sight)||5||13|
|10||7||3||7||7||Cloak of indifference -3, improved mystic eye (identify)||6||15|
|12||9||4||8||8||Improved evasion, improved thief’s hand (knock)||7||21|
|14||10||4||9||9||Hide in plain sight||8||27|
|15||11||5||9||9||Cloak of indifference -4, improved mystic eye (analyze)||9||30|
|18||13||6||11||11||Improved thief’s hand (holding)||11||42|
|20||15||6||12||12||Cloak of indifference -5, steal time||12||50|
An ur-thief’s mystic arts enable to her to steal intangibles such as memories and spells – and eventually a victim’s very soul! These techniques are known as heists, and while the ur-thief can use them at will, the number she knows at any given time is limited. Intangibles are stored in tattoo glyphs on the ur-thief’s skin until used, but they can also be transferred to special crystalline jars (see below). Each heist specifies the number of empty tattoo glyphs it requires. Heists are divided into four tiers: minor, common, major, and legendary. An ur-thief starts play knowing a single minor heist and can begin learning common heists at level 6, major heists at level 11, and legendary heists at level 16.
Using a heist is a standard action which requires physical contact with the target. Touching an unwilling target requires a melee touch attack but does not provoke an attack of opportunity. Heists are resolved using opposed skill checks; each heist specifies an offensive skill and a list of defensive skills. Rather than the usual ability modifier, the ur-thief uses her INT mod with her offensive skill. The target may use any one skill on the defensive list to resist, and may use his choice of INT, WIS, or CHA modifier instead of the usual ability score. A natural 20 on the target’s roll automatically succeeds, but the ur-thief’s roll gains no such benefit. Should the target prefer, they can make a Will save instead. If the ur-thief’s check beats the target’s, the heist is successful. A target unaware of the ur-thief takes a -2 penalty on his check. A sleeping or otherwise unconscious target does not automatically fail, but takes a -5 penalty on his check and awakens if he beats the ur-thief. In case of a tie, both parties reroll. A willing target can voluntarily forfeit his opposed check.
An ur-thief’s effective caster level when using heists – or any other class ability – is equal to her class level. Heists are vulnerable to spell resistance, but gain a +5 bonus to overcome it. Ur-thieves can craft magic items if they have the appropriate feats and have stolen any requisite spells.
For roleplaying purposes, these opposed contests should be visualized as mystical/metaphorical uses of their relevant skills. A heist with Open Lock or Disable Device as its offensive skill might involve bypassing mental defenses, and one with Craft might represent creating a thought or concept to replace something about the target. Defending with Bluff or Disguise might represent misdirecting the ur-thief’s efforts, while using Tumble might re-arrange your aura to avoid her altogether.
For example, Sheallia the ur-thief has infiltrated the lair of a sleeping dragon and outwitted its defenses. She wants the location of the legendary red dragon graveyard, so she uses the Steal Memory heist. She rolls a 19 on her caster level check, overcoming the dragon’s SR. The offensive skill for that particular heist is Gather Information, which she has seven ranks in. Her INT mod is 2). Luckily for her, the dragon only rolls an 11, and with the -5 penalty for being asleep the total comes to 20. Sheallia mystically steps into the dragon’s mind, outwits its subconscious attempts to misdirect her, and follows the threads of its thoughts to quickly grab what she wants before it awakens. That memory is now stored in one of the tattoo glyphs on her body, and she can choose to erase it from the dragon’s mind before the heist ends. She decides that there’s no advantage to doing so and departs unnoticed.
The first step down the road of the ur-thief is to tattoo one’s body with mystic inks, forming a receptacle for stolen intangibles. Tattoo designs vary from thief to thief, but are usually geometric or “tribal” and many incorporate an empty space at their center. When the tattoo glyph is successfully filled with an intangible, the tattoo gives off some sign that is obvious to knowledgeable observers – a slight glow from the entire tattoo, a new symbol appearing in the formerly empty center, or even slight movement of a stylized animal’s head. If the filled tattoo is visible, the ur-thief takes a -4 penalty on Disguise checks against characters with at least 5 ranks in Knowledge (arcana). Once the tattoo is emptied again, this change vanishes. Tattoo glyphs do not need to be visible to be used, but at high levels very little of the ur-thief’s body is likely to remain untattooed.
The ur-thief can discard the contents of any number of glyphs as a move action. If a single heist has filled multiple glyphs (such as Steal Soul taking one glyph per level or HD), all of those glyphs must be emptied at once. Emptying a glyph releases the intangible inside; it usually returns to whoever it was stolen from unless otherwise specified. Killing an ur-thief empties all of their glyphs immediately – possibly with disastrous results if they contained multiple spells! A successful targeted Dispel Magic or similar effect on an individual glyph releases its contents and the contents of all linked glyphs.
An ur-thief may have as many mundane tattoos as she likes, but the number of functional glyphs on her body is limited by class level.
Ur-thieves gain the Weapon Finesse feat for touch attacks and unarmed strikes only.
Ur-thieves avoid combat whenever possible, but when forced into it they focus on disabling foes rather than dealing damage. If they should happen to swipe a shiny new weapon in the process, well, that’s just gravy. An ur-thief gains Improved Disarm as a bonus feat.
As the rogue ability. Most ur-thieves also receive a tattoo around at least one of their eyes.
At second level, the ur-thief gains a special tattoo on one of her hands (character’s choice) which allows her to project its life-force and use heists at a distance. As a standard action, her hand can spawn a ghostly version of itself which functions in all ways like the Spectral Hand spell except that it has one hit point per ur-thief level, cannot travel more than thirty feet from the ur-thief and instead of losing hit points, she loses the use of that hand until the thief’s hand is dispelled or destroyed. In the latter case, she takes 1d4 damage. Returning the Thief’s Hand to the physical hand is a move action.
As the rogue ability. Most ur-thieves also receive a tattoo around at least one of their ankles or on their feet.
At third level, the ur-thief gains a special tattoo around one or both eyes (or even on the eye itself, in some cultures!) allowing her to make a special Spot check as a move action to notice the presence of magic on an object or creature. The DC for this check is 25 minus the level of the most powerful spell or magical effect present on the target. This ability only reveals the presence or absence of magic, not finer details.
Improved Thief’s Hand (Force)
At fourth level, the ur-thief receives a more intricate tattoo on her hand. Her thief’s hand can now manipulate small objects as by the Mage Hand spell. Her maximum range also improves to fifty feet. Finally, a minor force shield protects the hand from those pesky Magic Missiles and all variants thereof.
Cloak of Indifference
To strangers, a fifth-level ur-thief seems to blend into the background. This is no accident – her magic subtly siphons the awareness of nearby individuals. Creatures and characters who have not personally interacted with the ur-thief before take a -2 penalty on Spot, Listen, Search, and Sense Motive checks against her. This is a mind-affecting effect. Cloak of Indifference only affects ‘normal’ skill checks, not checks used to resist her heists. Most ur-thieves also receive a subtle facial tattoo, only slightly different from their skin color, resembling a mask.
At tenth level, these penalties increase to -3; at fifteen level -4; at twentieth, -5.
An ur-thief with this ability can draw a weapon or other handheld item as a swift action (as by the Quick Draw feat), but may also store any such item as a swift action – even into an extradimensional space.
Improved Thief’s Hand (Legerdemain)
At seventh level, the ur-thief receives tattoos on her fingers which unlock greater dexterity in her thief’s hand. The ghostly hand can now perform delicate tasks such as picking locks or pockets: it may use any one-handed skill (such as Open Lock, Disable Device, Sleight of Hand, or even Craft), using the ur-thief’s INT mod rather than DEX for all purposes.
Steal Light and Sound
An eighth-level ur-thief receives mystic tattoos on her eyelids and ears, granting her the ability to siphon away light and sound from her surroundings. As a move action, she may toggle one or both abilities. All light and/or noise within five feet of her are suppressed; in dark, quiet areas this effectively grants her invisibility and silence, as the spells. In lit or noisy areas, this ability may be a liability – guards are bound to notice a free-floating spot of darkness or a direction from which no noises seem to be coming. Use the table below for the effects of prevailing conditions. The Listen check DCs below supersede the ur-thief’s Move Silently checks if she is stealing sound.
|Dim light/background noise||50% concealment||DC 30 Listen check to locate|
|Full light/noisy area||+10 on Spot checks to notice, but also 20% concealment||DC 20 Listen check to locate|
See Invisible and similar effects such as True Seeing bypass this ability, and it is ineffective against blindsight and blindsense. However, stealing sound does dampen vibrations and grants 50% concealment against creatures with tremorsense unless they have some other way of targeting the ur-thief.
Improved Thief’s Hand (Sight)
At ninth level, the ur-thief receives a tattoo of an eye on her hand. Her thief’s hand now sends her images of its surroundings as though she were glimpsing them herself. This is identical to the spell Clairvoyance, except that it is centered on the hand and lasts as long as the hand does. The hand’s range also increases to seventy feet.
Improved Mystic Eye (Identify)
A tenth-level ur-thief receives more intricate eye tattoos, often radiating a good distance across her face. She can now discern the number of effects present, strength of each, and school of each when using her mystic eye ability. She can also try to identify a magic item (as by the spell) by making a Spot check as a full-round action. The DC is 20+item’s caster level. If she fails, she cannot attempt to identify that item again until she gains a rank in Spot.
As the rogue ability. This is usually accompanied by wing tattoos on the ur-thief’s heels or back.
Improved Thief’s Hand (Knock)
At twelfth level, an ur-thief receives small tattoos of keys on each of her chosen hand’s fingers. Her thief’s hand can now enter a lock of arbitrary complexity and manipulate it from within, functioning as the Knock spell, as a standard action.
A thirteenth-level ur-thief has a sigil representing the Plane of Shadow tattooed somewhere on her body. Whenever she takes possession of an object – whether physically or by using her thief’s hand – she can leave behind an illusory duplicate formed of shadow-stuff. Replicating the appearance of particularly complex objects may require an appropriate Craft check, at the DM’s discretion. The object appears real until interacted with, at which point a character can make a Will save (DC 10+1/2 ur-thief’s class level+ur-thief’s INT mod) to discern its illusory nature. These objects can be carried and manipulated, but attempting to use the effigy for its intended purpose – using a sword’s effigy in combat, eating effigy food, and the like – causes it to immediately unravel into shadows.
Hide in Plain Sight
As the assassin/shadowdancer ability. This is an evolution of the ur-thief’s cloak of indifference ability and often comes with a more detailed – but still barely perceptible – mask tattoo.
Improved Mystic Eye (Analyze)
At fifteenth level, the ur-thief puts the finishing touches on her eye tattoos. She can now determine all the magical properties of an object or creature, as by the spell Analyze Dweomer, by making a Spot check as a full-round action. Its DC is equal to 20+the caster level of an effect or item, but can be repeated in subsequent rounds if failed. She also automatically senses the presence or absence of magic in one creature or object each round as a free action.
A seventeenth-level ur-thief places a tattoo resembling half of herself, cut vertically, somewhere on her body. As a standard action, she can take away her own corporeality or return to her solid form. The ur-thief’s gear becomes incorporeal with her. Armor, shield, and natural armor bonuses no longer apply, but all magic items continue to function and she gains a deflection bonus equal to her INT mod. While incorporeal, an ur-thief has a fly speed of 30 feet (perfect). She cannot interact with solid objects, though her thief’s hand may still do so.
Improved Thief’s Hand (Holding)
At eighteenth level, the ur-thief tattoos a stylized infinity symbol on her chosen hand. Her thief’s hand now functions similarly to a Bag of Holding and is capable of storing any single object weighing up to fifty pounds and whose largest dimension is no longer than five feet. Storing or retrieving an object is a swift action. If the hand is dispelled or destroyed, the object reappears at its location. Her thief’s hand’s range is also extended to one hundred feet.
A nineteenth-level ur-thief receives a strange tattoo of her own hand on her back. In a process taking eight hours, she can craft an idol of that hand from precious materials costing 4,000gp and mystically link it to her new tattoo. Once she has linked such an idol, she can call out to it to steal her as a standard action, effectively mimicking the spell Word of Recall with the hand as the destination. An ur-thief can have a number of linked idols equal to INT modifier (minimum 1). Upon disappearing, she leaves behind a shadow effigy of herself which continues to fight (though it deals no damage) until sustaining damage, at which point it unravels. Should a linked idol be destroyed, the ur-thief takes 5d6 damage.
At twentieth level, an ur-thief learns to steal time itself. She tattoos an hourglass or other timepiece somewhere on her body and gains the ability to cast Time Stop as an immediate action. She may do this once per day without risk. However, the timestream rebels against such abuses, and the second use per day takes 1d4 years off of the ur-thief’s maximum lifetime. Each additional use of this ability per day takes twice the toll of the previous use – so the second use would take 1d4, the third 2d4, the fourth 4d4, and the like. These years can come from time stored in glyphs if the ur-thief has any. An ur-thief who dies by using this ability crumbles to dust when the time stop ends and cannot be resurrected without extreme measures such as epic rituals or divine intervention. Immortal ur-thieves cannot use this ability more than once per day.
1 If you’re intent on playing one of these races, have a private chat with your GM regarding backstories that don’t contradict the setting or give away too many spoilers.