Holy Bearbearian (3.5e Optimized Character Build)

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This build is based on a Barbarian I once made. The original build was something like Barbarian 6/Bear Warrior 4/Champion of Gwynharwyf 3, but I don't remember the details other than Bear Warrior being very fun when combined with Vow of Poverty.

The goal with this is to modify the base concept to be more and more bear-saturated as time goes on, while at the same time taking advantage of your new Ursine abilities. You start out as a Barbarian with Vow of Poverty.

Over time, you gain different bear forms, and misc abilities with various untyped bonuses to Strength, Dexterity, and Constitution.

Talk to your DM about how Superior Unarmed Strike and Fist of the Forest interact. This build assumes a certain progression, but as long as it increases as you level up you should be good.


Player's Handbook [PH], Unearthed Arcana [UA], Book of Exalted Deeds [BoED], Complete Warrior [CW], Complete Champion [CC], Tome of Battle [ToB], Frostburn [FrB], Lords of Madness [LoM]


Step One: Strangle everything with your bear hands.


Starting Ability Scores (Before Racial Adjustments): A Strength and Constitution of at least 16 each. Favor Con, if possible. Str will be plentiful.

Race (Templates): Human allows for two feats at first level, which will be used for Vow of Poverty, but any race you can pull this off with will work.

Alignment Neutral Good is preferred.

ECL Class/HD/LA Base
Attack Bonus
Saving Throws Feats Class
Unarmed Damage VoP Rage STR
Fort Ref Will
1st Bear Totem Variant Barbarian 1 1 2 0 0 Sacred Vow, Vow of Poverty, Toughness (Bonus Feat) Illiteracy, Rage 1/day - +4 AC, Exalted Feat +4
2nd Bear Totem Variant Barbarian 2 2 3 0 0 Improved Grapple (Bonus Feat) - - Exalted Feat +4
3rd Bear Totem Variant Barbarian 3 3 5 1 1 Improved Unarmed Strike, Great Fortitude (Bonus Feat) - 1d4 +5 AC, Endure Elements +4
4th Bear Totem Variant Barbarian 4 4 6 1 1 - Rage 2/Day 1d4 Exalted Strike +1 (Magic), Exalted Feat +4
5th Fist of the Forest 1 5 8 3 1 - AC Bonus (Equal to Con Modifier), Feral trance 1/day, +10 Speed, Primal Living 1d6 Sustenance +4
6th Fist of the Forest 2 6/1 9 4 1 Power Attack Uncanny Dodge, Untamed 1d6 AC Bonus +6, Deflection Bonus +1, Exalted Feat +4
7th Fist of the Forest 3 7/2 10 5 3 - Feral Trance 2/day, Scent 1d10 Ability Score (Con) +2, Resistance +1 +4
8th Bear Warrior 1 8/3 12 5 3 - Black Bear Form 1d10 Natural Armor +1, Mind Shielding, Exalted Feat +8
9th Warshaper 1 8/3 14 5 3 Extra Rage Morphic Immunities, Morphic Weapons 1d10 AC Bonus +7 +8
10th Warshaper 2 9/4 15 5 3 - Morphic Body 1d10 Exalted Strike +2 (Good), Damage Reduction 5/Magic, Exalted Feat +12
11th Warshaper 3 10/5 16 5 3 - Morphic Reach 1d10 Ability Score (Con) +4, Ability Score (Str) +2 +12
12th Warshaper 4 11/6/1 16 6 4 Superior Unarmed Strike Morphic Healing 2d10 AC Bonus +8, Deflection +2, Greater Sustenance, Exalted Feat +12
13th Ranger 1 12/7/2 18 8 4 Track (Bonus) 1st Favored Enemy, Wild Empathy 2d10 Resistance +2, Energy Resistance 5 +12
14th Abolisher 1 12/7/2 18 8 6 - Favored Enemy (Aberrations +2), Wildshape 1/Day, Animal Companion 2d10 Exalted Strike +3, Freedom of Movement, Exalted Feat +12
15th Primeval 1 13/8/3 20 8 6 Extra Wildshape 8 HD Brown Bear (+1 STR) Primeval Form 1/Day, Animal Empathy 2d10 AC Bonus +9, Ability Score (Con) +6, Ability Score (Str) +4, Ability Score (Dex) +2, Damage Reduction 5/Evil +30

Other Components[edit]

It is assumed that you will at some point contract the Werebear version of Lycanthropy for an extra +16 Strength.

Your Primeval form should be of a modified Brown Bear with 8 HD. The ability score enhancement goes to Strength. These extra HD are representative of the power of larger, older bears from times long lost.


The key to this build is Vow of Poverty, which emulates the presence of magic items even when you don't actually have magic items, and passes some of the advantages of being fully equipped on to the various bears forms, meaning you are "fully equipped" when you become the bear god of death.

Over the course of 20 levels, you get 5 opportunities to increase an ability score naturally. Assuming a starting score of 18 Strength, this gives you 23 Strength. Vow of Poverty, if not focusing on Constitution like the above build recommends, can offer up to 8 more Strength. By stacking Werebear Bear Form, Rage, Feral Trance, Bear Warrior Bear Form, Morphic Body, and Primeval Bear Form you can squeeze out a +46 bonus to Str, resulting in a total of 77 Strength, with a modifier of 33. This build is designed so that you can activate this ultimate form at least 2 times a day, or activate the various lesser forms as often as you need. The best use of this Strength is the bonus to Jump, Climb, and Grapple checks.

I'm not sure exactly how much this increases Constitution, but I'm going to say a lot. This is nice, because Fist of the Forest is pleasant enough to grant a bonus to Armor Class equal to Con modifier, which is already boosted by your increased Dex and huge Vow of Poverty bonuses, which carry over to bear mode while items would not. Your Natural Weapons act as magic weapons (this build stops when they're only +3 weapons, but they max out at +5). Warshaper allows you to grow a pair of wicked horns, makes you immune to crits, and gives you Fast Healing. On top of all this, you can take the Nimbus of Light and Holy Radiance Exalted feats to glow like a Holy Super Saiyan while doing it.

Munchkin-Size Me[edit]

1. Cheat Vow of Poverty by getting grafts from Fiend Folio, Libris Mortis, and Lords of Madness. These usually aren't actual items, just body parts that give Extraordinary abilities. Whether or not these count as items depends on your DM, but it's worth a shot if one of your teammates is willing to cough up the money. If you can, consider the following grafts from Lords of Madness:

Burrowing Claws (Gives a burrow speed), Silthilar Bones (+2 Con), Silthilar Muscles (+2 Str), Silthilar Tendons (+2 Dex)

2. Flaws. Flaws open up a wider variety of feats, and feats are always good. They also open up your race selection more, allowing you to play as things like Half-Orcs and bear-themed races. Anything that effects raging/natural attacks/unarmed strike should be priority.

3. Bloodlines give you stuff over time, which are good for this build because every feat, ability modification, and skillpoint counts. You can also claim to be descended from a Celestial Dire Bear, which is fun.

4. Have some Psionic bro use Fusion with you, and have them hold magic items. I have no idea if this violates Vow of Poverty, ask your DM.

Exalted Feats[edit]

There's a lot of Exalted Feats, and most of them are trash. Here's some suggestions.

Nimbus of Light gives you a halo and makes you glow, plus some minor skill bonuses.

Holy Radiance damages undead. Always nice.

Exalted Wildshape for when you just gotta add the Celestial template to your Primeval form.

Righteous Wrath gives you a fear effect while raging, but your DC won't be too high unless being a 70+ Str bear improves it further. Even better, you have perfect mental clarity while raging, which is a fancy way of saying "You can convert your unnecessarily high damage into nonlethal damage".

Animal Friend gives you a +4 bonus on Wild Empathy against animals, including bears.

Nemesis takes good advantage of your Favored Enemy, as you automatically know the location of any of that type within 60 ft.

Stigmata allows you to use that massive Con score to heal others.

Touch of Golden Ice lets you deal Dex damage to evil creatures when you hit them with a natural weapon. Must have.


It takes time to activate this many power-ups, and there's a lot of bookkeeping involved with having 3+ bear forms. There is also a limit to the number of times per day some of these may be activated.

DM Counters[edit]

This build is entirely based around the assumption that your DM will let you turn into a bear while you are currently a bear. Many DM's probably will not allow bears to stack.


For best effect, make bear puns during combat.


Insert comments here. 10/10 would bear again

Several errors and incompatibilities have been noted. First, the wearbear template (afflicted) would adjust your ECL by a total of 8, not the mere five you have assumed above. Fortunately, you can take only part of the template as per the savage level progression, but it won't be quite as strong. It also forces you to make ever increasing will saves or assume lawful good alignment, which would remove your barbarian rage ability. You could arguably take an atonement spell to reset your alignement, but you will not be able to pay for the service (better have a friend or willing temple handy). Second, I noticed you use an advanced brown bear for your primeval form which would require DM houseruling since A: non-dire animals are not allowed (and dire bear is too high of HD) and B: it is based of of polymorph, which does not allow you to transform into advanced forms of the base animal. Third, you mention grafts as a possible cheat to Vow of Poverty but they are probably lost whenever you transform using any of your alternate form or polymorph-based abilities based on the online "rules of the game" articles, whatever they're worth. Fourth, you are missing some of the prerequisite feats in your table, like endurance and self sufficient. I assume you are gaining some of these through your werebear template, which again is flawed, but that should be spelled out so that one doesn't assume they can take other feats with those levels in animal. Some prerequisite feats appear but are taken after they are needed. Power attack is needed for fist of the forest, for instance. And finally, exalted wild shape probably does not work with primeval form, since it is actually based off of polymorph, not wild shape, even though wild shape can charge it. As a DM, I would allow it, but I don't think it works by RAW.

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