(Lords of Madness variant, p. 189)

The fleshwarper finds no greater canvas than flesh itself.


Alignment: Any nonlawful

Skills: Heal 4 ranks , Knowledge (arcana) 8 ranks

Feats: Graft Flesh

Special: Summon familiar class feature.

Hit die


Skill points

4 + Int

Class Features

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. At 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 (see page 53 of the Player's Handbook).

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 10 on 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 from the Fiend Folio or Libris Mortis). 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 (such as aboleth and illithid grafts, or fiendish or yuan-ti grafts from the Fiend Folio), 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.


Level BAB Fort Ref Will Special Graft Reserve Spellcasting
1st +0 +2 +0 +0 Aberrant familiar 500
2nd +1 +3 +0 +0 Elder secret 700 +1 level of existing spellcasting class
3rd +1 +3 +1 +1 Graft master 900 +1 level of existing spellcasting class
4th +2 +4 +1 +1 Aberrant familiar 1200 +1 level of existing spellcasting class
5th +2 +4 +1 +1 Elder secret, graft mastery 1500 +1 level of existing spellcasting class
6th +3 +5 +2 +2 Rapid grafting 2000 +1 level of existing spellcasting class
7th +3 +5 +2 +2 Aberrant familiar, graft master 2500 +1 level of existing spellcasting class
8th +4 +6 +2 +2 Elder secret 3000 +1 level of existing spellcasting class
9th +4 +6 +3 +3 Graft master 4000 +1 level of existing spellcasting class
10th +5 +7 +3 +3 Aberrant apotheosis, aberrant familiar 5000 +1 level of existing spellcasting class

Class skills

Skill name Key ability Trained only Armor check penalty
Concentration CON no no
Craft INT no no
Decipher Script INT yes no
Heal WIS no no
Knowledge (arcana) INT yes no
Knowledge (architecture and engineering) INT yes no
Knowledge (dungeoneering) INT yes no
Knowledge (geography) INT yes no
Knowledge (history) INT yes no
Knowledge (local) INT yes no
Knowledge (nature) INT yes no
Knowledge (nobility and royalty) INT yes no
Knowledge (psionics) INT yes no
Knowledge (religion) INT yes no
Knowledge (the planes) INT yes no
Search INT no no
Speak Language None yes no
Spellcraft INT yes no
Use Magic Device CHA yes no

Spells for Fleshwarper

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