Boneshifter (3.5e Class)
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The skeleton is generally considered one of the weakest forms of undead being brittle and mindless but they are also one of the most varied in form because they come from the bodies of all kinds of creatures. Undead are considered by many to be perversions of nature but the Bone Shifter takes that perversion to an entirely new level taking advantage of the shared ancestry of all animals to assume more powerful forms.
 Making a Boneshifter
The change from a subservient animated corpse to a Bone Shifter can happen in two way, either the skeleton is awakened by some mage that implants a cursed soul into it or more rarely a particularly powerful soul wandering about fuses with a skeleton and grants it the ability to act of its own will.
Abilities: The abilities of the Bone Shifter are so dependent on the form they are currently in that the main stat they should be concerned with it charisma which increased their hit points once Unholy Toughness kicks in at third level.
Races: Literally every race with a skeleton is a potential member of this class but they must first of course be a skeleton. For some reason skeletons of sentient races seem to be more likely to gain the power of shapeshifting perhaps because more intelligent spirits are attracted to familiar forms.
Alignment: Bone Shifters, as undead, are inherently evil (my personal take) but it depends upon the spirit that takes hold in them whether they fall on the law or chaos side of the scale or somewhere in-between.
Starting Gold: 2d4 x 10 gp (50 gp).
Starting Age: Complex
|1st||+1||+0||+2||+0||Greater Awakening, Shapeshift(Small/Medium), Form(animal/humanoid)|
|2nd||+2||+0||+3||+0||Tough Bones +1, Lifesense|
|3rd||+3||+1||+3||+1||Augment 1/encounter, Unholy Toughness|
|4th||+4||+1||+4||+1||Form(magical beast/monstrous humanoid)|
|5th||+5||+1||+4||+1||Tough Bones +2, Augment 2/encounter|
|7th||+7/+2||+2||+5||+2||Form(giant), Augment 3/encounter|
|8th||+8/+3||+2||+6||+2||Tough Bones +3|
|11th||+11/+6/+1||+3||+7||+3||Shapeshift(Huge), Tough Bones +4, Augment 5/encounter|
|13th||+13/+8/+3||+4||+8||+4||Form(dragon), Augment 6/encounter|
|14th||+14/+9/+4||+4||+9||+4||Tough Bones +5|
|17th||+17/+12/+7/+2||+5||+10||+5||Tough Bones +5, Augment 8/encounter|
|20th||+20/+15/+10/+5||+6||+12||+6||Shapeshift(Colossal), Tough Bones +6|
Class Skills 2 + Int modifier per level, ×4 at 1st level)
The Bone Shifter’s class skills are, Concentration (Con), Craft (Int), Hide(Dex), Intimidate(Cha), Jump(Str), Knowledge(Nature)(Int), Listen(Wis), Move Silently(Dex), Spot(Wis) and Swim(Str).
 Class Features
All of the following are class features of the Boneshifter
Weapon and Armor Proficiency: A bone shifter is proficient with simple weapons but not with armor or shields.
Greater Awakening: Whether by pure chance or some peculiar arcane fluke a Bone Shifter has been granted intelligence and self-awareness greater than undead normally awakened. A Bone Shifter is affected as if by the Awaken Undead (LM) spell except that their intelligence score is not limited by the average of their base creature. In addition a Bone Shifter has this same process applied to their charisma score and then gains 2 additional points to spend amongst intelligence, wisdom and charisma.
Shapeshift (Su): At first level a Bone Shifter is able to change at will into skeletal version of any animal or humanoid whose size category is determined by their Form ability detailed below. Shapeshifting is a swift action that provokes an attack of opportunity and the Bone Shifter may switch between forms without first reverting to their original form. When shapeshifted a Bone Shifter takes on the physical ability scores (Str and Dex) of the creature but retain their own saves, base attack bonus, hit points and class abilities. A Bone Shifter may only take a form that would have a number of HD less than or equal to the Bone Shifter’s. Items held are dropped if the Bone Shifter’s new form is unable to carry them and any worn items either fall off are destroyed during shapeshifting depending on the size and form change of the shapeshift. If a Bone Shifter has access to spells they may only cast spells with somatic components if their form has fine manipulation with a skeleton, as opposed to soft tentacles, but they do retain the ability to speak in all forms. The Bone Shifter may remain in a particular form indefinitely. When shapeshifting the Bone Shifter gains the extraordinary abilities of the base creature that improve their combat ability such as a bullette's lunge ability but does not gain any supernatural abilities or feats the base creatures would have had. At 6th level a Bone Shifter may shift to a tiny or large creature, at 11th to huge, at 16th to gargantuan and finally at 20th level to colossal size.
Form (Su): As the Bone Shifter gains more experience they learn to expand the form into which they can shapeshift to mirror the more bizarre or extraordinary creatures that exist in the multiverse. At 1st level a Bone Shifter may take the skeletal form of a humanoid or animal, at 4th level that of monstrous humanoids and magical beasts, at 7th level that of a giant, at 10th level that of a aberration, and at 13th level that of a dragon. The size of the form is limited by their shapeshift ability.
Tough Bones (Ex): As they grow the Bone Shifter begins to strengthen their bodies to withstand blows. Starting at 2nd level a Bone Shifter gains a natural armor that stacks with the normal natural armor given by a skeleton’s size. This bonus is +1 at 2nd level and increases by 1 every three levels to a maximum of +6 at 20th level.
Lifesense: At 3rd level the Bone Shifter gains a level of understanding of the living and gains the Lifesense feat (LM 28) as a bonus feat.
Augment (Su): A Bone Shifter quickly begins to learn that they need not be limited strictly to forms of life when changing form exaggerating some ability. Beginning at 3rd level a Bone Shifter may use the augment ability 1/encounter as a swift action gaining an additional use per encounter every other level to a maximum of 9/encounter at 19th level. Augments last an entire encounter or until they are dismissed. This ability does not provoke an attack of opportunity and dismissing an augment is a swift action that does not take one of the uses of the augment ability for the encounter. A bone shifter may add a number of augments to a form equal to their 1+size categories above small. Augments must be reapplied to each form and shifting form dismisses all augments currently active. Most of the augments may be applied in tangent but there are exceptions which are noted below.
Bone Wing: The Bone Wing augment grants the Bone Shifter the ability to fly by growing a thin sheet of bone where wings would have naturally been in life and but maneuverability is clumsy and flight comes at the cost of hollowing some bones reducing the Tough Bones class ability bonus by half. This augment may not be used in conjunction with the carapace augment.
Carapace: the carapace augment grows thick plates of bone all around Bone Shifter’s body making blows less effective. The Bone Shifter gains damage reduction 2/good and they may use an additional use of augment on following rounds to add an additional 2 points of damage reduction. However, the extra weight and less than streamlined form take their toll and for each 2 points of damage reduction the Bone Shifter has their movement speed reduced by 5ft. but cannot be reduced below 0. If multiple carapaces are active they may all be shed or reabsorbed as a single action. This augment may not be used in conjunction with the bone wing or swift augment.
Swift: the swift augment strengthens the limbs used for locomotion or lengthens them to improve speed. Creatures that would have a natural climb, swim or burrow speed gain a +10 movement bonus to that speed. This augment may not be used in conjunction with carapace.
Strengthen: the strengthen augment is a favorite choice of many Bone Shifters. Thickening their limbs and other key area the Bone Shifter gains a +2 bonus to their strength score.
Skill: Skill: the skill augment is widely adaptable in form granting a +5 profane bonus to a particular physical skill (those that depend on Str and Dex). For example, a skill augment to swim would take the form of bone flippers and a more streamlined body. This augment can be applied multiple times, each time to a different skill.
Terrify: the terrify augment is a specialized version of the skill augment for intimidate. Growing expansive horns, spines, fangs or other such nasty things the Bone Shifter can take on a nightmarish tone above and beyond the fact that they are undead. This grants a +5 bonus to intimidate, stacking with the skill augment, and allows an intimidate check with a melee attack against the targets will save. The attack need not hit to initiate the intimidate check and a failed save causes the target to be shaken for 1d4+1 rounds. If the check beats the opponents save by 10 they are frightened and if they Bone Shifter beats the opponents roll by 20 the target is panicked. This check may be made for each attack in a round separately.
Sharpen: the sharpen augment refines the natural weaponry of a form making it even deadlier. The sharpen augment is applied to a natural weapon that does slashing or piercing damage. That natural weapon is treated as having the keen property. This augment may be applied multiple times, each time to a different natural weapon.
Pocket: the pocket augment creates a space, usually in the rib cage, for objects or creatures to be stored in. A Bone Shifter may place a weight into this pocket equivalent to the light load carrying capacity of their current form. In addition, the Bone Shifter may trap a living creature of one size category smaller than them, 2 creatures two size categories small, 4 that are three size categories smaller and so on. The pocket closes them off, save for a small breathing hole and has a hardness of 15. If the Bone Shifter has an opponent pinned the following round they may attempt to trap the opponent in their pocket.
Natural Attack: the natural attack augment grants an extra limb or makes a simple tail into a spiked weapon. The Bone Shifter gains an additional natural attack, treated as a secondary attack, that deals 1d6+str modifier damage. This augment may be added multiple times but no more than four.
Spiked: the spiked augment creates small hooked projections over the Bone Shifter’s body making them deadly in close combat. Any creature that hits the Bone Shifter with a natural attack they take 1d6 piercing damage, this damage increases to 1d10 per round when in a grapple. When used in conjunction with Pocket the Bone Shifter may choose whether to use the spike augment within the pocket and if they choose to do so any creature within the pouch takes 1d10 piercing damage per round.
Unholy Toughness (Su): Starting at 3rd level the Bone Shifter applies his charisma modifier if any to his HD.
 Campaign Information
 Playing a Boneshifter
Religion: For a Bone Shifter their very existence has a good chance of being to serve some evil deity but whether this continues or is denied once they gain sentience is anyone’s guess.
Other Classes: Among those that tolerate an undead as an ally fighters and other melee combatants find them very useful. Clerics generally view them as beings that should be under their thumb but as long as their goals do not conflict their isn’t much of an issue. Arcane spellcasters are generally divided in opinion about Bone Shifter’s finding their abilities curious but ill-used in simple applications to combat.
Combat: They commonly uses thier shapeshifting abilities to grant themselves an advantage. They also commonly use thier Adaptions to help them in combat.
 Boneshifters in the World
|“||In my bones the building blocks of all creatures can be found||”|
|—Dalmar, Human Skeleton Boneshifter|
As Bone Shifter’s are skeletons granted intelligence by twisted casters or wandering and vengeful souls. They are rare, being poorly understood since only a small fraction of awakened skeletons gain the ability to shapeshift.
Organizations: Bone Shifters are not organized into any cohesive organizations, they are usually created individually but occasionally two or more may be created by a single awaken spell and work together in the future. The fact that they are undead usually pushes the living away from working with them.
NPC Reactions: Normally fear. Most see this as an abomination. Even most Necromancers fear them as they have gained sentience. And thus harder to control.
 Boneshifter Lore
Characters with ranks in Knowledge (Religion) can research Boneshifters to learn more about them. When a character makes a skill check, read or paraphrase the following, including information from lower DCs.
|5||The Boneshifters are a legend said to be new type of Undead.|
|10||Boneshifters are skeletons that have gained sentience and have the ability to shapeshift into other skeletal forms.|
|15||The Boneshifters are an evolution of the normal skeleton. It has been granted sentience and it shapeshifting powers by a powerful good of Evil.|
|20||They first appeared in the city of Boneclaw. The Count keep the secret of the Boneshifters safe for many years until a Ghoul spy told the city of Ravensperch.|
 Boneshifters in the Game
As a Bone Shifter your role is that of a front-line combatant, tearing through enemies with various forms and augmenting combat ability.
Adaptation: A DM might make it for a different type of Undead.