Memory-Make (3.5e Class)

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Memory-Make[edit]

A Magic which grants the caster the ability to manipulate memories. It also gives the user amazing memory capacity, being able to memorize opponent's heart beats, footsteps and Magic. The caster can also create "memories" of themselves which are similar to holograms. This Magic also allows the user to create new Magic spells by combining spells from other Magic which the user has memorized before. Furthermore, the user is able to negate Magic spells used by the opponent which the user also had already memorized by "forgetting" the spell. Unlike Ice-Make or Wood-Make, the caster does not need to place their hands into complex positions but merely places their fingers on the temples of their heads as a focus point and a chain of memories could be seen visible behind the user. According to Mavis Vermilion, this Magic is a type of Ancient Spell.

Making a Memory-Make[edit]

Abilities: All abilities are important to a Memory-Make, because he copies the special properties from other classes. Wisdom is the most useful, as it determines how well he can master the powers he takes. All the other abilities can be useful, depending on the role the Memory-Make is taking.

Races: Memory-Make can be of any race, though the most common are humans, because of their versatile learning. Changelings (Monster Manual 3) also often enjoy the thought of being a Memory-Make, so as to mimic the abilities of the person they change into.

Alignment: Any.

Starting Gold: 4d4×10 gp (100 gp).

Starting Age: Simple.

Table: The Memory-Make

Hit Die: d8

Level Base
Attack Bonus
Saving Throws Special Maximum Spells Copied
Fort Ref Will 0 1st 2nd 3rd 4th 5th 6th 7th 8th 9th
1st +0 +0 +0 +0 Memory-Make (Natural Ability)
2nd +1 +0 +0 +0 Memory-Make (Spell), Sense Ability 3 1
3rd +2 +1 +1 +1 3 1
4th +3 +1 +1 +1 Memory-Make (Special Ability) 3 2 1
5th +3 +2 +2 +2 3 2 1
6th +4 +2 +2 +2 Visual Replication 3 2 2 1
7th +5 +3 +3 +3 3 3 2 1
8th +6/+1 +3 +3 +3 Memory Reserve 3 3 2 2 1
9th +6/+1 +4 +4 +4 3 3 3 2 1
10th +7/+2 +4 +4 +4 Memory Erase 3 3 3 2 2 1
11th +8/+3 +5 +5 +5 3 3 3 3 2 1
12th +9/+4 +5 +5 +5 3 3 3 3 2 2 1
13th +9/+4 +6 +6 +6 3 3 3 3 3 2 1
14th +10/+5 +6 +6 +6 3 3 3 3 3 2 2 1
15th +11/+6/+1 +7 +7 +7 3 3 3 3 3 3 2 1
16th +12/+7/+2 +7 +7 +7 3 3 3 3 3 3 2 2 1
17th +12/+7/+2 +8 +8 +8 3 3 3 3 3 3 3 2 1
18th +13/+8/+3 +8 +8 +8 3 3 3 3 3 3 3 2 2 1
19th +14/+9/+4 +9 +9 +9 3 3 3 3 3 3 3 3 2 2
20th +15/+10/+5 +9 +9 +9 Total Absorption 3 3 3 3 3 3 3 3 3 3

Class Skills (4 + Int modifier per level, ×4 at 1st level)
The following skills are on the Mime's class skill list: Appraise (Int), Bluff (Cha), Concentration (Con), Diplomacy (Cha), Disguise (Cha), Knowledge(Any)(Int), Listen (Wis), Search (Int), Sense Motive (Wis), Speak Language (Int), Spellcraft (Wis), Spot (Wis), Use Magic Device (Cha).

Class Features[edit]

All of the following are class features of the Mime.

Weapon and Armor Proficiency: Proficient in all simple weapons. Proficient in light armors. Becomes proficient if it sees the weapon or armor in use.

Memory-Make (Su): The Memory-Make main power is the ability to copy the skills of other individuals. By making a melee touch attack or Unarmed Strike (that provokes attacks of opportunity unless he has the Improved Unarmed Strike feat), the Memory-Make can touch a target and copy a single ability that target possesses. At first level, the Memory-Make can only copy Natural abilities. These abilities include:

-The target's ranks in a skill. That skill becomes a class skill for the Memory-Make so long as this ability is in use.
-A feat the target knows.
-The target's Base Attack Bonus progression (Good/Medium/Bad progression relative to his level, not the exact number).
-The target's Saving Throw progression (Good/Bad progressions relative to his level, not the exact number). The Memory-Make must copy all three saves, not just a single one.
-Any ability the target knows that is non-magical in nature and does not need to be activated (Example abilities that can be taken include, but are not limited to: Sneak Attack, Wild Empathy, Flurry of Blows, or Evasion). If these abilities scale with class level (Sneak attack +Xd6, Flurry of Blows penalties), they use the Memory-Make class level to determine their strength.

Copy Spell At 2nd level, a Memory-Make can also replicate spells or spell-like abilities from the target. By touching his target, the Memory-Make learns one of the spells the caster knows (for spontaneous casters) or has prepared (for prepared casters) or he copies a spell-like ability the target can use. Either way, the Memory-Make then gains that spell as a spell-like ability which he can use once per day. This increases to twice per day if his class level is equal to three times the spell level, and three times per day if his class level is four times the spell level (0-level spells can be cast three times per day). The DC for these spell-like abilities is equal to 10 + the spell level + the Memory-Make Wisdom modifier. A Memory-Make can only have a certain amount of spells copied of any given spell level, shown on the table "Maximum Spells Copied" above. The Memory-Make can use a higher-level spell slot to account for a lower-level spell.

Copy Special Ability At 4th level, a Memory-Make can replicate other special abilities a target has. By touching his target, a Memory-Make can copy any non-spell-like ability that must be consciously activated (Consciously activated abilities include, but are not limited to: Rage, Wild Shape, Wholeness of Body, or Smite Evil), or any passive ability that is supernatural in nature (i.e. Fast Healing or Spell Resistance). If these abilities scale by level, use his Memory-Make class level to determine their power. If the copied ability requires a pool of energy, such as Ki points or a magus' Arcane Pool or any other type, the Memory-Make has a number of these points per day equal to his Memory-Make level + twice his Wisdom modifier (these points can increase with the Extra Ki feat or the equivalent, but the feat is only useful so long as he has an ability that requires these points).

When a Memory-Make uses this ability, he designates one of the ability types to copy (Natural ability, Spell, or Special Ability) and he copies a randomly selected ability of that type. Alternatively, the Memory-Make can choose a specific ability he wants to copy from the target. If he chooses a specific ability, he does not need to know the exact name; he simply has to know by memory what the ability does. In this case, the mime can successfully copy the chosen ability if he can succeed a Spellcraft check (DC 10 + target's character level). If the Memory-Make fails the Spellcraft check by 5 or less, or if he chooses an ability the target does not possess, he instead copies a randomly determined ability of the same type as the chosen ability, as though he had simply designated an ability type. If the target does not possess any abilities of the chosen ability type, the Memory-Make fails to copy any abilities. Using this ability, as well as activating any special or spell-like ability copied, under distracting circumstances requires a concentration check as though casting a spell.

A Memory-Make has a memory pool and can have 1 special ability copied at a time, plus an additional 1 every odd level (2 abilities at 3rd, 3 abilities at 5th; to a maximum of 10 abilities at 19th level). As a swift action, a Memory-Make can "forget" any of his copied abilities. At 11th level, he can "forget" as a free action instead.

[Note]: A Memory-Make can never copy any Memory-Make class feature (such as this Memory-Make ability, Sense Ability, or Visual Replication). He can, however, copy an ability that another Memory-Make has copied.


Sense Ability (Su): Memory-Make gain a supernatural insight to the beings around them. Starting at 2nd level, if a Memory-Make gets within close range (25 feet + 5 feet/2 levels) of a creature that possesses spells or special abilities, he feels a tingling sensation (this does not include party members and other creatures he has become familiar with). He can then focus for a number of rounds to gain more insight. Focusing like this takes a move action every round.

-One round: The Memory-Make learns how many beings within close range possess abilities. At this point, the Memory-Make "locks on" to one person with an ability and can continue focusing on them as long as they remain within Medium range (100 feet + 10 feet/level).
-Two rounds: The Memory-Make learns which creature has the ability, and learns the nature of the abilities (Spells or special abilities, or both).
-Three rounds: The Memory-Make learns how many spells and how many special abilities the creature possesses.

In addition to this, if a spell or special ability is used within close range of the Memory-Make, the Memory-Make instantly knows what kind of ability it was. Finally, if a Memory-Make attempts to copy a randomly selected ability from a target, he can instantly sense exactly what the selected spell or ability does and can choose not to copy the ability at the last minute (this does not grant him another chance to copy before his next action).


Visual Replication (Su): Beginning at 6th level, a Memory-Make can copy an ability he sees without needing to touch the target. For as long as this ability is active, if the Memory-Make sees a spell, special ability, or natural ability used within medium range (100 feet + 10 feet/level), he instantly knows what kind of ability it was (spell, special, or natural). In addition to this, he can instantly copy any ability he witnesses as though he touched the target and designated that ability, except that he gains a +5 on his Spellcraft check and he cannot copy a randomly selected ability if he fails the check. Copying in this way requires the Memory-Make to concentrate from the moment the ability is used until the Memory-Make next turn. During this time, any distracting actions force the Memory-Make to make a concentration check or fail to copy the ability. Activating this ability is an immediate action.


Memory Reserve (Su): At 8th level, a Memory-Make begins learning to keep his more useful abilities for later times. The Memory-Make can perform a 2 hour ritual while focusing on one ability that he currently knows. After that time, if he ever "forgets" that ability to copy a new one, he can take a full-round action to re-copy it at any point he wishes (as though the target he is copying from is himself).

Memory Erase (Su): At 10th level, when a Memory-Make copies the skills of other individuals by making a melee touch attack or Unarmed Strike he can make the target forget the copy ability, the target then must take 2 hours to remember the ability.


Total Absorption (Su): At 20th level, a Memory-Make has fully mastered the process of sensing and copying abilities. Whenever the Memory-Make would be alerted by his "Sense Ability" power, he does not need to focus to know the number of people around him that possess special abilities and/or spells. In addition, if he focuses for one round, he can copy a number of randomly selected spells and/or special abilities equal to the number of empty ability slots he has (with this ability, he can specifically designate certain abilities NOT to copy, such as any abilities he knows people have but he doesn't want).

Also, once per day, the Memory-Make can ascend to a near-godlike state. He gains an unlimited amount of ability slots, and instantly copies all spell-like abilities, special abilities, and natural abilities that he would be able to copy normally from everyone within close range (25 feet plus 5 feet/2 levels). He is still limited by his normal uses per day, but he is not limited by the number of each spell level he can normally have copied. If he copies the same ability from two different individuals, he copies the best one (He will copy a good attack bonus and save progressions over medium or bad; he will copy Fast Healing 3 over Fast Healing 2; etc.). He retains these abilities for up to two full hours. After this time, he instantly "forgets" every ability he had copied (including the ones he had before using this ability) and his maximum number of abilities return to normal. After activating this ability, the passive abilities of "Total Absorption" are negated until the Memory-Make gets 8 hours rest.

Campaign Information[edit]

Playing a Memory-Make[edit]

Religion: Memory-Make have no specific religion that they typically follow.

Other Classes: Memory-Make work well with all classes, because they will copy whatever their teammates do. Memory-Make often prefer to work with others that have very powerful abilities that aren’t common to most people.

Combat: Any. Memory-Make will fill whatever role they can with their ability.

Advancement: Any class would be useful to the Memory-Make, as they will give him more abilities so that he doesn't need to copy them later.

Memory-Make in the World[edit]

Memory-Make are usually adventurers, trying to find new powerful beings to copy. Once retired from adventuring, Mimes usually visit tournaments to try and see new abilities they can master.

Daily Life: Search for powerful beings, attempt to befriend them. No matter what, take their power.

Organizations: Memory-Make will often come together in a large group to try to optimize their ability selection. In fact, there is a guild of Memory-Make who's sole purpose is to meet up once every year to trade abilities with each other.

NPC Reactions: Often, NPCs will show anger towards Memory-Make, thinking they are simply cheating by stealing the hard work from them. However, it is just as common for people to worship the Memory-Make as a hero that can protect them from any enemy. These reactions are greatly influenced by how the Memory-Make they meet act, and their first impressions.


Memory-Make in the Game[edit]

Memory-Make are either adventurers or they are guardians of cities or royal people. They are highly trusted to defend something.

Adaptation: Memory-Make can fit into any campaign , as their abilities allow them to match most other characters. They will be most powerful in a campaign that features many different types of abilities for them to experiment with.



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