Phantom (3.5e Class)

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Shadows exist between the very fabric of everything. They are the underlying force that magic is built upon, even where there is light, there is also shadow, creeping in and distinguishing everything that is in the world. The Phantom studies, and employs these mysterious laws that govern the very fabric of the planes. To become one with the shadow would be the ultimate expression of power, to no longer be limited by the natural world and it's limitations. This is what the Phantom seeks. Only those who desire to understand and harness the true power of magics would even bother studying the ways of Shadow.

Making a Phantom[edit]

A Phantom is much like a Warlock, her casting abilities are unlimited uses per day, . Although a phantom can cast any power on her prepared list, she gets very few prepared powers learned. A phantom is not very good at melee combat or dealing physical damage and relies heavily on her powers to get her out of melee range, or to change the battlefield to a more favorable one. Depending on where a Phantom specializes, she may be a great scout, an adept battlefield controller, or a master of puppets. Her abilities are quite dependent on what powers she chooses and which ones she has prepared at any time.

Phantoms are not much of leaders, usually they are too interested in studying the ways of magic, although they are often good at trickery and bluffing. They enjoy having a fighter in front to leave them to their shadow powers and manipulation. Phantoms enjoy the company of clerics for their healing powers, which they find invaluable, although clerics are often annoyed at the phantoms reckless abandon for power and the continual need for a healing spell. Paladins and Phantoms have a hard time getting along, as Paladins are always focused on following the rules, while phantoms often seek loopholes, and holes in them.

Abilities: Phantoms benefit most from a high Intelligence and Charisma which both affect their powers, and how long their abilities last. A high Dexterity is also good as phantoms gain no armor proficiencies.

Races: The majority of Phantoms are gnomes, or drow, and those few humans who have a great thirst for power. Those who are attracted to studying the planes and the very fabric of magic often delve into the ways of the phantom. Most races have a general distrust for practitioners of the shadow magics, although Gnomes seem to be the most accepting of the races since illusions and mystery are often employed.

Alignment: Phantoms deal primarily with darkness and less than good forces. Although a phantom may be of good or evil alignment those of a good alignment are quite rare. Because of the chaotic nature of the shadows, most Phantoms are chaotic in alignment, ready to be whisked away by a whim chaos, while no phantom can be of a Lawful alignment.

Starting Gold: 3d4×10 gp (75gp).

Starting Age: As wizard

Table: The Phantom

Hit Die: d4

Level Base
Attack Bonus
Saving Throws Special #shadow Powers\invocations
Fort Ref Will 0 1st 2nd 3rd 4th
1st +0 +0 +2 +2 Soul Distortion, Shadow Armor 2 1
2nd +1 +0 +3 +3 Mending Shadows 2 2
3rd +1 +1 +3 +3 3 2
4th +2 +1 +4 +4 3 3
5th +2 +1 +4 +4 3 3 1
6th +3 +2 +5 +5 4 3 1
7th +3 +2 +5 +5 Shadow Form 1/day 4 3 2
8th +4 +2 +6 +6 Assume Equipment 4 4 2
9th +4 +3 +6 +6 Shadow Form 2/day 4 4 3
10th +5 +3 +7 +7 Assume Likeness 4 4 3 1
11th +5 +3 +7 +7 Shadow Form 3/day 4 4 3 1
12th +6/+1 +4 +8 +8 Hardened Soul 5% 4 4 3 2
13th +6/+1 +4 +8 +8 Shadow Form 4/day 4 4 4 2
14th +7/+2 +4 +9 +9 4 4 4 3
15th +7/+2 +5 +9 +9 Shadow Form 5/day, Hardened Soul 10% 4 4 4 3 1
16th +8/+3 +5 +10 +10 4 4 4 3 1
17th +8/+3 +5 +10 +10 Shadow Body 4 4 4 3 2
18th +9/+4 +6 +11 +11 Hardened Soul 15% 4 4 4 4 2
19th +9/+4 +6 +11 +11 4 4 4 4 3
20th +10/+5 +6 +12 +12 Shadow Apotheosis 4 4 4 4 4

Class Skills (2 + Int modifier per level, ×4 at 1st level)
Bluff (Cha), Concentration (Con), Craft (Int), Hide (Dex), Knowledge (arcana) (Int), Knowledge (the planes) (Int), Move Silently (Dex), Profession (Wis), Sense Motive (Wis), Spellcraft (Int), Spot (Wis), Use Magic Device (Cha).

Class Features[edit]

All of the following are class features of the Phantom.

Weapon and Armor Proficiency: Phantoms are proficient with the sickle, dagger, shortspear, spear, longspear, kukri, scimitar, short sword, dart and light crossbow. Because the components of casting powers is simple, a Phantom does not incur any arcane spell failure chance from any equipment worn. A multi-class Phantom still incurs the normal arcane spell failure chance for arcane spells received from levels in another class.

Powers:: A phantom does not prepare or cast spells as other wielders of arcane magic do. Instead, he possesses a repertoire of attacks, defenses, and abilities known as shadow powers that require him to focus the wild energy that suffuses his soul. A phantom can use any shadow invocation he knows at will, with the following qualifications:

A phantom's powers are spell-like abilities; using an power is therefore a standard action that provokes attacks of opportunity. An invocation can be disrupted, just as a spell can be ruined during casting. A phantom is entitled to a Concentration check to successfully use an power if he is hit by an attack while invoking, just as a spellcaster would be. A phantom can choose to use a power defensively, by making a successful Concentration check, to avoid provoking attacks of opportunity and are subject to spell resistance unless an power's description specifically states otherwise. A phantom's caster level with his power is equal to his class level.

The save DC for an invocation (if it allows a save) is 10 + equivalent spell level + the phantoms's Intelligence modifier. Since spell-like abilities are not actually spells, so a phantom cannot benefit from the Spell Focus feat. He can, however, benefit from the Ability Focus feat, as well as from all metamagic apply a metamagic, each spell level raised adds 5 points to the Soul Distortion cost , such as Quicken Spell and Empower Spell. As a phantom gains levels, he learns new shadow power(shown in class chart)

A list of available invocations can be found on the Shadow Powers page.


Soul Distortion (Ex): Whenever the Phantom casts a shadow power he takes Soul Distortion damage equal to the spell level of shadow power times 5. After casting the power he must make a concentration check equal to that damage....failure leaves the Phantom dazed the following round. Soul Distortion is semi-permanent, and can only be removed by sacrificing hit points, or through magical healing, but is otherwise treated like nonlethal damage. You become fatigued even if immune when your Soul Distortion damage equals half your current hp, and exhausted once it is equals with it.....this affects undead, constructs, outsiders dieties and other simliar creatures not affected by fatigue or exhaustion. The Phantom may take a full round action and sacrifice any amount of hit points to reduce his Soul Distortion; for each hit point sacrificed reduce the Phantom's Soul Distortion by 5 points, Alternatively, Soul Distortion can be healed through magical means, but its only half as effective as the amount healed (ie 10 points of magical healing repair 5 points of Soul distortion, and it will always affect the Soul Distortion first before healing any damage. If the Phantom has regeneration, it does not prevent the Soul Distortion but it does heal it continously without needing to spend the action.

Shadow Armor (Su): A Phantom wearing armor or a shield (or under the effects of spells that grant an armor or shield bonus) gets his armor and shield bonuses to AC even when he becomes incorporeal (see Shadow Form, below). However, unlike other incorporeal creatures, the Phantom does not gain a deflection bonus to Armor Class from his Charisma modifier. This ability functions even if the armor or shield becomes incorporeal (such as through the use of the assume equipment ability described below).

Mending Shadows (Su):Beginning at 2nd level, a phantom with a Charisma score of 12 or higher can heal his own wounds. Each day he can heal a total number of hit points of damage equal to his phantom level × his Charisma bonus. A phantom may choose to divide his healing up among multiple uses, he doesn't need to use it all at once. Using mending shadow is a standard action.

Shadow Form (Su): At 7th level the Phantom gains the ability to shed his corporeal body and become incorporeal (or “shadow stuff”) once per day as a standard action. The Phantom can remain in this state for up to 4 + charisma modifier rounds. During this time, the character's body fades into a shadowy state that retains the characters original likeness. While in the shadow form, the character gains the incorporeal subtype (see below). He gains a fly speed equal to his land speed (perfect maneuverability). His material armor remains in place and continues to provide its armor bonus to AC (see Shadow Armor, above). His material weapons also remain corporeal. Losing his physical form allows the character to more easily access his shadow powers, and he gains a +1 bonus on all save DCs for powers he casts while in the shadow form.

The Phantom can use equipment normally, deriving benefits from items that enhance his capabilities; however, all his equipment remains material even when the character is in the shadow form (but see the assume equipment ability, described below).

Often, a phantom appears like a shadow or ghost wearing items of the material world. This doesn't make his equipment more susceptible to attack (the normal rules for attended objects still apply), but it does make it impossible for the character to enter or pass through solid objects while wearing solid equipment. If he drops his material equipment, the phantom can then pass through solid objects at will as described below.

At 9th, 11th, 13th, and 15th level the Phantom gains another use of the Shadow form ability.

Incorporeal Subtype:

An incorporeal Phantom has no physical body. He can be harmed only by other incorporeal creatures, magic weapons or creatures that strike as magic weapons, and spells, spell-like abilities, or supernatural abilities. He is immune to all non-magical attack forms. Even when hit by spells or magic weapons, he has a 50% chance to ignore any damage from a corporeal source (except for positive energy, negative energy, force effects, or attack made with ghost touch weapons).

An incorporeal Phantom has no natural armor bonus and, unlike other incorporeal creatures, does not gain a deflection bonus from his Charisma modifier. An incorporeal phantom can enter or pass through solid objects (subject to the restrictions described in the shadow form and assume equipment abilities), but must remain adjacent to the object's exterior, and so cannot pass entirely through an object whose space is larger than his own. He can sense the presence of creatures or objects within a square adjacent to his current location, but enemies have total concealment (50% miss chance) from an incorporeal phantom that is inside an object. To see farther from the object he is in and attack normally, the incorporeal phantom must emerge. An incorporeal phantom inside an object has total cover, but when he attacks a creature outside the object he only has cover, so a creature with a readied action could strike at him as he attacks. An incorporeal phantom cannot pass through a force effect.

An incorporeal phantom's attacks pass through (ignore) natural armor, armor, and shields, although deflection bonuses and force effects work normally against him. He can pass through and operate in water as easily as he does in air. An incorporeal phantom cannot fall or take falling damage. He cannot make trip or grapple attacks, not can he be tripped or grappled. In fact, he cannot take any physical action that would move or manipulate an opponent or its equipment, nor is he subject to such actions. Incorporeal creatures have no weight and do not set off traps that are triggered by weight. An incorporeal creature moves silently and cannot be heard with Listen checks if it doesn't wish to be. It has no Strength score, so its Dexterity modifier applies to both its melee and its ranged attack rolls. Nonvisual senses, such as scent and blindsight, are either ineffective or only partly effective with regard to incorporeal creatures. Incorporeal creatures have an innate sense of direction and can move at full speed even when they cannot see.

Assume Equipment (Su): At 8th level a Phantom can designate a number of pieces of his worn equipment (including armor and weapons) equal to half his Phantom level to become incorporeal when he uses his Shadow Form ability (Example: Zorn an 8th level Phantom may designate 4 pieces of equipment). The equipment functions as normal, but while the Phantom is incorporeal he may enter or pass through solid objects while wearing only the designated equipment. Once designated, the equipment automatically becomes incorporeal when the Phantom assumes his Shadow Form, and it becomes corporeal when the Phantom does. The Phantom may change his designations at any time.

Assume Likeness (Su): At 10th level the Phantom gains the ability to assume the likeness of any Small, Medium, or Larger creature as a standard action that does not provoke attacks of opportunity. The character's abilities stay the same, but he appears to be the creature that he assumes the likeness of, allowing him to disguise himself and bluff others. Each physical interaction with a creature requires a successful bluff check (opposed by the creature's Sense Motive check) to convince the creature of the Phantom's current disguise. The Phantom must not do anything to give away his true (incorporeal) nature in order for the bluff to be successful; for instance, if the phantom accepts an item from another creature only to have it fall through his immaterial hands, the bluff check would automatically fail. However, a bluff check is allowed if the Phantom uses his Umbral hand ability to hold the received item.

When using his assume likeness ability, a Phantom has an additional +10 circumstance bonus on Disguise checks.

Hardened Soul (Ex): At 12th level the Phantom's soul becomes hardened against distortion reducing his Soul Distortion gained when casting a power, now cost 5 less than its total (Example: A 1st level power would now cost 0 Soul Distortion, while a 4th level power would cost 15 Soul Distortion). At 15th level and again at 18th level the Soul Distortion gain is reduced by 5 (10 at level 15, 15 at 18).

Shadow Body (Ex): At 17th level, a phantom becomes a being of pure shadows. This ability is similar to shadow form, except the character is permanently incorporeal (and gains that subtype). The Phantom's Shadow Form ability now allows him to become corporeal for the duration rather than incorporeal, at all other times the phantom remains a shadow. In addition the Phantom's type changes to Outsider (extraplanar). If the Phantom is subject to a dismissal or banishment spell he returns to the Plane of Shadow.

This change makes it difficult for the Phantom to be raised if he dies. Like all non-native outsiders only a limited wish, wish, miracle or true resurrection will return the Phantom back to life. Shadow Apotheosis (Ex): At 20th level the Phantoms body discorporates into a thing of shadow; He is no longer susceptible to critical hits, sneak attacks, flanking and attacks th at require discernible anatomy.


A Phantom who becomes lawful may still use any abilities he has gained in the class, and may cast any shadow power he already knows, although he may no longer take levels in the Phantom class.

Epic Phantom[edit]

Table: The Epic Phantom

Hit Die: d4

Level Special
21st Hardened Soul 20
23rd Bonus Feat
24th Hardened Soul 25
26th Bonus Feat
27th Hardened Soul 30
29th Bonus Feat
30th Hardened Soul 35

2 + Int modifier skill points per level.

Hardened Soul: Every 3 levels after 18 the Phantom increases his Hardened Soul ability by another 5.

Bonus Feats: The epic phantom gains a bonus feat (selected from the list of epic phantom bonus feats) every three levels after 20th.

Epic Phantom Bonus Feat List: Damage Reduction (Epic), Energy Resistance (Epic), Epic Fortitude (Epic), Epic Prowess (Epic), Epic Reflexes (Epic), Epic Reputation (Epic), Epic Skill Focus (Epic), Epic Spell Focus (Epic), Epic Spell Penetration (Epic), Epic Spellcasting (Epic), Epic Will (Epic), Extended Life Span (Epic), Great Charisma (Epic), Great Constitution (Epic), Great Dexterity (Epic), Great Intelligence (Epic), Great Strength (Epic), Great Wisdom (Epic), Instant Reload (Epic), Polyglot (Epic), Superior Initiative (Epic)

Campaign Information[edit]

Gnome Phantom Starting Package[edit]

Armor: None (speed 20ft)

Weapons: Scimitar (1d4, crit 18-20/x2, 4lbs, one-handed, slashing) Light Crossbow (1d6, crit x3, 2lbs, two-handed, piercing)

Skill Selection: Pick a number of skills equal to 2 + Int modifier.

Skill Ranks Ability Armor
Bluff 4 Cha -
Concentration 4 Con -
Spellcraft 4 Int -
Use Magic Device 4 Cha -
Spot 4 Wis -
Knowledge (the planes) 4 Int -
Knowledge (arcane) 4 Int -

Feat: Combat Casting.

Powers Known: Umbral Hand, Mystic Reflections, Shadow Screen, Grip of Shadow.

Gear: Backpack with waterskin, one day's trail rations, bedroll, sack, flint and steel. Hooded Lantern, 4 pints of oil, Case with 10 crossbow bolts.

Gold: 3d4 gp.

Playing a Phantom[edit]

You are an aspiring caster of shadow. You have come to the understanding that shadow is in and around all and manipulating it is the source of true power. You hunt the shadows in the world, believing that to change them would be to also change reality. You may be overly cautious, or even paranoid over small things, thinking that everything is a conspiracy to find you out, or attempt to learn your powers. You are not fond of other peoples curiosity into your dark secrets, and sharing the powers of shadow with others would be out of the question. You seek adventure to learn more of the power of shadow, and to perfect your power over it. You may prefer adventuring for lost lore, or take jobs that allow the use of your current powers. Phantoms will almost always take jobs for the right payment, as money is one of the powers in the world, or maybe you take jobs for personal goals. Maybe there is something you want to cover up in your past.

Religion: Phantoms are not particularly inclined toward religious followings, though they have been known to seek out Mystra's temples if only to garner some knowledge over the weave, and their own powers of magic. Other Phantoms have been known to worship Mask and Shar, as these two deities are sometimes viewed as the creators of the world through Shadow.

Other Classes: You tend to view other spell casters abilities inferior to your own. While they may have different abilities altogether, or may be more skilled, you still believe that the powers of Shadow are the only true way to achieve greatness and true power in the planes. You believe that those who take time for practicing other arts of magic to be wasting their time. You can understand the uses for Fighters, and Barbarians who can deal exceptionally with things of the physical. You find rogues quite amiable, as their trickery and shrouding of ability are much the same as yours, though often more mundane. You are particularly indifferent of bards, rangers and druids, though druids and rangers have a tendency to see you as a corrupter of the natural order of things. You have a hard time keeping the company of Paladins, who seem to always be trying to lay down rules. You see their convictions as a limiting factor to true knowledge and power.

Combat: You are best suited to approach combat like a wizard or sorcerer, staying away from melee threats and using powers to control or damage foes. Depending on the powers you have selected you may have a good repertoire of battlefield controlling powers.

Advancement: You study a lot, not just to learn of the powers that shadow provides, but to also learn the nature of the planes and how the verse functions. Understanding how everything works only enhances your ability to adjust things to suit your needs. You should increase your intelligence as it allows you to learn more powers, and to cast higher level powers. Charisma is also good to increase as it affects the duration of your class abilities, how many hit points you can heal and the saves of your powers. Focus on feats that provide benefits to your casting abilities.

Phantoms in the World[edit]

The only true existence is that of the Plane of Shadow, all others are merely reflections.
—Sileria, Phantom of Shar

A Phantom uses strange magics that not many have seen, she ushers in darkness in a way that no other class can. As PCs Phantoms allow players to explore magic in a new interesting way. The Phantom is an excellent plot hook for DMs as the general populace will shun them for their unknown ways, or even consider them outcasts for practicing their dark arts. Her innate connection to the plane of shadow can provide a new means to explore or expand a campaign and provide many new places to explore.

Daily Life: When not adventuring for a relic or tome of importance, a Phantom often studies through books about shadow and magic ingraining everything they learn in their minds. They dabble in their arts and test new theories when they can, though they are as secretive as possible.

Notables: Phantoms are not particularly famous or rarely choose to become famous. Being famous eliminates the mystery behind their power, it would begin to corrupt the mystery and shadow behind who they were. Phantoms are usually very secretive individuals, and rarely share their knowledge with others. The most recognized Phantom would be Sileria, who joined the temple of Shar in her quest to perfection. She wrote many volumes on the workings of shadow, the interconnection between the planes, and how to begin tapping into the powers of them. Though she wrote a good deal, she only finished two books which have circulated outside of the temples. No one has seen or heard from her since she supposedly discorporated and joined a higher existence.

Organizations: There are no set organizations for Phantoms, they mingle amongst the various temples of darkness and shadow, and they will rarely share their knowledge with others.

NPC Reactions: Hardly anyone trusts a Phantom, they are seen as practitioners of evil magic and often shunned. The direct association of anything dark or shadowy being evil plays into this greatly, and it doesn't help that a good majority of Phantoms are evil and chaotic. Most people are unfriendly or hostile to Phantoms if they learn of the practitioners abilities. Rogues and clerics of darkness are generally sympathetic or inclined to like phantoms because of their nature with shadows. Good aligned phantoms can sometimes overcome these initial reactions, although it takes a bit of time. Clerics of light are particularly hostile toward phantoms seeing them as a threat to their cause.

Phantom Lore[edit]

Characters with ranks in Knowledge (arcana) or Knowledge (the planes) can research phantoms to learn more about them. When a character makes a skill check, read or paraphrase the following, including information from lower DCs.

Knowledge (arcana) or (the planes)
DC Result
5 You have never heard of Phantoms, or only heard of them in fairy tales.
10 Phantoms are wielders of shadow magic. You have heard rumors that they still exist.
15 Phantoms draw their power from the Plane of Shadow, and shape it into powers which are sometimes familiar to wizards, and often completely foreign. They believe that the plane of shadow is the true world, and all others are mirrored in it's existence. You may have encountered a power cast by one, or found a book written by a Phantom.
20 Phantoms attune themselves to the Plane of shadow attempting to escape the material world. They can use the power of shadow to sustain their life, and to wreak havoc upon the natural world. You have found out that Phantoms do indeed exist.

A bardic knowledge check can reveal the same information as these skills, although the DC is 5 higher than the given value for each result.

Phantoms in the Game[edit]

Phantoms might only come from a specific temple, or faction that has access to the lore of phantoms. Possibly the temple of Shar or some other organization has begun to set up a school for phantoms, even though they rarely come together and share knowledge. If the campaign consists of large scale battles, the phantom may begin to feel ineffective or inferior because of how the phantom deals with soul distortion. A Phantom shines in small scale battles, and when she can make use of her illusions and tricks.

Adaptation: A Phantoms source of magic comes from the plane of shadow, but in a different setting the Phantoms power could be granted through a deity since they are very closely tied to darkness.

Sample Encounter: Encounters with the Phantom class should play on their ability to manipulate the battlefield, and their ability to be mysterious and unknown. The Shadow Form ability may allow a Phantom to harass the party before they truly know what is happening, and also force the party to consider new strategy into dealing with an incorporeal opponent.

EL 9: Titus Harlington is a wandering phantom, he holds no real allegiance to anyone but himself. His simple self-purposed task is to find wealth and power and use it to gain more of the same. The party may find him in any of their travels most likely attempting to gain a relic or object of power before the party does.

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