General Prestige Class : Fleshwarper

The flesh is the key. It holds the secrets, the hidden words. It is the constant between man and beast and monster. It is a simple matter, once the way of the flesh is understood and embraced, to use it to your will. it should not be abhorred simply for its differences, because the eye can be retrained to find beauty in all things. For what is more beautiful than the primal flesh? It is simply the purest form of expression one can hope to achieve. - Erkin Tiorki, fleshwarper

The fleshwarper is destined to walk a lonely path, for few have the stomach to accept what he considers enjoyable. To a fleshwarper, there is no greater canvas than flesh itself. To reshape, reform, and rebuild the flesh into a new form is a closer step to divinity. To a fleshwarper, there are no taboos, only possibilities.

Most fleshwarpers are primarily wizards or sorcerers with a level of cleric (or, more rarely, druid); this cleric or druid level raises your maximum ranks in Heal to your character level +3 even if you were forced to buy several of the required ranks as a cross-class skill. The adept NPC class has access to both Heal and Knowledge (arcana), as well as the summon familiar class feature, and thus can qualify for this class by 6th level without multiclassing.

Such dedication pays in the long run. The fleshwarper learns countless eldritch and disturbing secrets that most people can never even guess at. Intelligence is perhaps the most important of the class's abilities, since many of the fleshwarper's class skills are keyed to it. The ability keyed to the fleshwarper's spellcasting is also important, as is Constitution, since he has fewer hit points than most other characters.


To qualify to become a Fleshwarper, a character must fulfill all the following criteria:

Class Skills

The fleshwarper's class skills are Concentration, Craft, Decipher Script, Heal, Knowledge (all skills taken individually), Search, Speak Language, Spellcraft, and Use Magic Device.

Skill Points at Each Level: 4 + Int modifier.

Class Features

All of the following are class features of the fleshwarper prestige class.

Spellcasting: At each level above 1st, you gain new spells per day and an increase in caster level (and spells known, if applicable) as if you had also gained a level in a spellcasting class to which you belonged before adding the prestige class level. You do not, however, gain any other benefit a character of that class would have gained. If you had more than one spellcasting class before becoming a fleshwarper, you must decide to which class to add each level for the purpose of determining spells per day, caster level, and spells known.

Aberrant Familiar (Su): Your familiar (if you have one) becomes tainted by your magic. The familiar's type changes to aberration, it gains darkvision out to 60 feet, and its form becomes warped. Your aberrant familiar gains one of the abilities described below, as chosen by you. Ar every third level you gain above 1st, your aberrant familiar gains another ability from those described below. You can't choose the same ability twice. If your familiar is killed and you obtain a new one, you can choose new aberrant abilities for your new familiar based on your current fleshwarper level.

Your aberrant familiar grants you a +2 bonus on all saving throws against mind-affecting spells and abilities as long as the familiar is within arm's reach.

Your fleshwarper class levels stack with all other class levels used to determine the familiar's other attributes.

The abilities your aberrant familiar can have are as follows:

Amorphous Form: A familiar with this ability is immune to extra damage from critical hits and sneak attacks.

Scales: The familiar's natural armor bonus improves by 4. The familiar gains a +2 bonus on Fortitude saves.

Size Increase: The familiar's size becomes larger by one category. Consult the Monster Manual for the effects of this size increase on the familiar's ability scores and other statistics.

Tentacle: The familiar gains a tentacle attack with a reach of 5 feet. The attack deals 1 point of damage (assuming Tiny size). It cannot combine this attack with its other natural attacks.

Wings: The familiar can fly at a speed of 40 feet with good maneuverability. (If the familiar already has a fly speed, use whichever speed is higher and whichever maneuverability is better.) The familiar gains a +2 bonus on Reflex saves.

Graft Reserve (Ex): You receive a pool of points you can spend instead of experience points when creating a new graft with your Graft Flesh feat. Each time you gain a class level, you receive a new graft reserve; leftover points from the previous level do not carry over, if the points are not spent, they are lost. You can also use your graft reserve to supplement the XP cost of a graft you are creating, taking a portion of the cost from your graft reserve and a portion from your XP.

Elder Secret (Su): Your continuous self-experimentation in grafting results in occasional improvements to your form. At 2nd level and every three levels thereafter, you make a powerful discovery in your research and learn how to improve your body in a subtle, minor way. Choose one elder secret from those described below when you reach 2nd, 5th, and 8th level.

Secret of the Aboleth: You gain a swim speed equal to your base land speed. You also gain a +8 racial bonus on Swim checks, and can always choose to take loon a Swim check even when rushed or threatened.

Secret of the Beholder: Your eyes protrude grotesquely from your head and move independently of each other. You gain a +4 racial bonus on Search and Spot checks, and you can't be flanked.

Secret of the Choker: You become preternaturally quick and alert to danger. You gain a +4 racial bonus on initiative checks and a +1 racial bonus on Reflex saving throws.

Secret of the Destrachan: You gain immunity to damage from sonic energy.

Secret of the Ettercap: You gain a climb speed equal to your base land speed and a +8 racial bonus on Climb checks, and you can always choose to take 10 on Climb checks even if rushed or threatened.

Secret of the Gibbering Mouther: Your form becomes partially amorphous. You have a 25% chance to ignore the extra damage dealt by a critical hit or a sneak attack.

Secret of the Mind Flayer: You gain a +4 racial bonus on saves against mind-affecting spells and abilities.

Secret of the Otyugh: You gain immunity to disease.

Secret of the Umber Hulk: You gain a +2 racial bonus to your natural armor.

Graft Mastery (Ex): You learn how to create and apply grafts normally not available to your race by studying forbidden tomes and consulting ancient nameless sources. When you first gain the Graft Flesh feat, you choose a specific type of graft to associate with the feat (most likely silthilar grafts, or beholder or undead grafts. At 3rd level, you can select a new type of graft to add to the list. If you choose a graft type that normally requires the creator to be a member of that race, you ignore that restriction completely. You can select a new graft type every time you gain an odd-numbered fleshwarper level higher than 3rd.

Rapid Grafting (Ex): Starting at 6th level, you can create grafts with shocking speed. Creating a graft with Graft Flesh now requires only 1 hour for each 1,000 gp.

Aberrant Apotheosis (Su): At 10th level, you undergo a transformation into an aberration. Your type changes to aberration, and you gain darkvision out to 60 feet. You also gain a +2 racial bonus to your Constitution score.

FleshwarperHit Die: d6
CLBABFortRefWillGraft ReserveSpecialSpells
1st+0+2+0+0Aberrant familiar500-
2nd+1+3+0+0Elder secret700+1 level of existing spellcasting class
3rd+1+3+1+1Graft mastery900+1 level of existing spellcasting class
4th+2+4+1+1Aberrant familiar1,200+1 level of existing spellcasting class
5th+2+4+1+1Elder secret, graft mastery1,500+1 level of existing spellcasting class
6th+3+5+2+2Rapid grafting2,000+1 level of existing spellcasting class
7th+3+5+2+2Aberrant familiar, graft mastery2,500+1 level of existing spellcasting class
8th+4+6+2+2Elder secret3,000+1 level of existing spellcasting class
9th+4+6+3+3Graft mastery4,000+1 level of existing spellcasting class
10th+5+7+3+3Aberrant apotheosis, aberrant familiar5,000+1 level of existing spellcasting class

Fleshwarper Lore

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

Source: Lords of Madness

General Prestige Classes