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Incarnate
- Increase their skill points to 4 + int mod per level.
- Increase their hit die to d8 from d6.
- Increase their BAB to an average progression from a poor progression.
- Incarnum Knowledge (Ex): When making knowledge or spellcraft checks related to incarnum, a 2nd level Incarnate gains a +3 competence bonus to the check. This improved to +4 at level 4, and by an additional 1 every even level thereafter.
- Incarnum Radiance (Su): The AC granted from the good version is a sacred bonus, while the damage bonus from the evil version is profane. The bonus to attack rolls from the law version is a morale bonus and the bonus to speed from the chaos version is an enhancement bonus. Gain a second use per day at level 6, and an additional one every 3 levels thereafter.
- Bonus Feat: At 4th level and every 4 levels thereafter, an Incarnate gains a bonus Incarnum feat, or a general feat in MoI. She must meet the prerequisites as normal.
- Perfect Meldshaper: Gain this at 14th level, not 20th. You can use this 2/day at 17th level and 3/day at 20th level.

Dread Necromancer
Please download the attached document.

Totemist
- Increase their hit die to d10 from d8.
- Increase their skill points to 6 + int mod per level.
- Totemist’s are proficient with natural attacks.
- The bonuses from Wild Empathy and Totem’s Protection are competence bonuses. At 12th level Totem’s Protection applies to spell-like abilities, and at 18th level applies to extraordinary abilities.
- Fast Movement (Ex): At 2nd level a Totemist gains Fast Movement as a Barbarian.
- Beast Lore (Ex): At 2nd level a totemist gains a +3 competence bonus to knowledge arcana checks made to identify magical beasts. This improves to +4 at 4th level and by another 1 every even level thereafter.
- Intuitive Knowledge (Ex): At 5th level a totemist may use her wisdom modifier instead of her intelligence modifier for Knowledge Nature Checks.
- Bonus Feat: At 4th level and every 4 levels thereafter, a Totemist gains a bonus Incarnum feat, or a general feat in MoI. She must meet the prerequisites as normal.
- Rebind Totem Soulmeld: Gain this ability at 4th level 1/day, and gain an additional use every 3 levels thereafter.
- Uncanny Dodge (Ex): A 3rd level Totemist gains Uncanny Dodge as a Rogue.
- Pounce (Ex): A 6th level Totemist gains pounce.
- Improved Uncanny Dodge (Ex): A 8th level Totemist gains Improved Uncanny Dodge as a Rogue.

Swordsage
- You may use the ‘Unarmed Swordsage’ variant presented in ToB, but not the ‘Magical Swordsage’ variant.
- Reduce their reflex progression to average from good.
- The Swordsage's AC Bonus class feature should read, "Starting at 2nd level, you can add your Wisdom modifier as a bonus to Armor Class, so long as you wear light or no armor, are unencumbered, and do not use a shield. This bonus to AC applies even against touch attack or when you are flat-footed. However, you lose this bonus when immobilized or helpless. This bonus does not stack with other abilities named AC Bonus unless those abilities apply to a different ability score." Additionally, you may add your wisdom modifier to your reflex save, provided you’re not immobilized or helpless. The bonus to AC and Reflex has a maximum of your swordsage level.
- Swordsage Discipline Focus: The bonus to saving throws lasts for as long as you remain in a stance of the chosen discipline. Change all the bonuses to competence bonuses. Increase the bonus to martial lore to +3 at 2nd level, and by an additional 1 every even level thereafter.
- Quick to Act: Improves to +2 at 3rd level and by an additional one every odd level thereafter. Change the bonus to a competence bonus.
- Bonus Feat: At 4th, 7th, 10th, 13th, 16th, and 19th level a Swordsage gains a bonus feat. They can select any general feat in ToB they meet the prerequisite for.
- Uncanny Dodge (Ex): A 11th level Swordsage gains Uncanny Dodge as per the Rogue ability.
- Dual Strike: Gain this at 14th level, but only 1/day. You gain two uses at 17th level and three uses at 20th level.
- Improved Uncanny Dodge (Ex): A 19th level Swordsage gains Improved Uncanny Dodge as per the Rogue ability.

Crusader
- Increase their hit die to d12 from d10.
- Crusaders are proficient with tower shields.
- The chart and text are wrong; a Crusader learns new a new stance at 3rd, 9th, and 15th level.
- Gain mettle at level 12, not level 13.
- Crusader Maneuvers Readied: Whenever a Crusader recovers his or her expended maneuvers, the number of maneuvers granted is based on the Crusader's class level (plus other modifiers, such as the Extra Granted Maneuver feat), not just two. As written, the mechanic only grants two maneuvers each time a Crusader would recover them, regardless of level.
- Steely Resolve: The damage pool max is equal to 11 + Crusader level.
- Discipline Focus (Ex): Choose one of Acrobatics, Diplomacy, or Intimidate at 2nd level. The Crusader gains a +3 competence bonus to the skill chosen. This increases to +4 at 7th level and by an additional 1 every 5 levels thereafter.
- Zealous Surge: This becomes usable 2/day at 6th level, becoming usable once more per day every three levels thereafter.
- Endurance: A 5th level Crusader gains Endurance as a bonus feat.
- Improved Furious Counterstrike (Ex): At 9th level a Crusader when dividing her damage pool by 5 to determine her Furious Counterstrike bonus she now rounds up, not down.
- Greater Furious Counterstrike (Ex): At 17th level a Crusader divides her damage pool by 4 to determine the bonus for her Furious Counterstrike. She still rounds up now, not down.

Binder
- Binders cannot use any online vestige; they are limited to what is printed in ToM.
- Vestige Familiarity (Ex): At 1st level, 2nd level, and every even level thereafter, pick a vestige. When binding that vestige, you gain a +1 competence bonus to your binding check to bind the vestige. This bonus increases to +2 at 3rd level and by an additional 1 every 4 levels thereafter.
- Pact Augmentation: Increase the bonus hit point option to 10 from 5. Gain 1 at 2nd level and an additional 1 every 3 levels thereafter.
- Bonus Feat: Gain your first bonus feat at 3rd level, and an additional one every 4 levels thereafter.
- Vestige Surge (Su): At 8th level, a binder once per day may recover a vestige granted ability that would normally be useable once every 5 rounds immediately. At 13th level this becomes 3/day, and 5/day at 18th level.

Paladin
Please download the attached file.

Hexblade
- Increase their fortitude save to a good progression from a poor progression.
- Hexblades have medium armour proficiency and proficiency with light shields and bucklers.
- Incur no arcane spell failure for using no/light/medium armour, light shields, or bucklers.
- Hexblade’s curse is usable 1 + Cha mod times per day at 1st level, increasing by 1 every 4 levels after 1st (2 + Cha mod at 5th level, 3 + Cha mod at 9th level, etc.).
- Using Hexblade’s curse is a swift action.
- You do not expend one of your curse uses per day if the target saves against it.
- Upon reaching 12th level, and at every even hexblade level after that, a hexblade can choose to learn a new spell in place of one he already knows. In effect, the hexblade “loses” the old spell in exchange for the new one. The new spell’s level must be the same as that of the spell being exchanged, and it must be at least two levels lower than the highest-level hexblade spell the hexblade can cast.
- Arcane Resistance: Change the bonus to profane. The bonus has a cap equal to your hexblade level.
- Detect Magic: At 4th level a hexblade adds Detect Magic to their list of spells known. As a bonus spell, it cannot be traded for another 1st level spell. It disappears from their list of spells known at 11th level when hexblades can use it at will.
- Fundamental Detect Magic (Sp): A 5th level hexblade gains Detect Magic 1/day as a spell-like ability. This becomes 3/day at 8th level and at will at 11th level.
- Fundamental (First 1st-Level) (Sp): A 9th level hexblade gains a first-level spell of her choice 1/day as a spell-like ability. This becomes 3/day at 12th level and at will at 15th level.
- Forced Omens (Ex): At 6th level, a foreboding sense of doom travels with the hexblade, as candle lights flicker, fresh food turns green, or the air becomes stale. A hexblade adds prestidigitation to their list of spells known. See the spell description on pg. 264 of the Player's Handbook. If a hexblade already knows this spell, the character may choose a different 1st level spell. As a bonus spell, prestidigitation cannot be traded for another 1st level spell. At 8th level, a hexblade may cast prestidigitation as if augmented by the Silent Spell feat without using up a higher-level spell slot. At 11th level, a hexblade may cast prestidigitation as a spell-like ability, lacking both somatic and verbal components, but is still limited to their spell slots per day. At 14th level, a hexblade may cast prestidigitation a number of additional times per day equal to 3 + their Charisma modifier. At 18th level, a hexblade can cast prestidigitation at will. The prestidigitation spell disappears from their list of spells known at this level.
- Quicken Spell (Su): At 6th level a hexblade can cast one hexblade spell per day as a swift action, as long as its original casting time is a standard action or faster. She gains an additional use of this power at levels 8, 11, 14, and 18.
- Fundamental (Second 1st-Level) (Sp): A 13th level hexblade gains a first-level spell of her choice 1/day as a spell-like ability. This becomes 3/day at 16th level and at will at 19th level.
- Bonus Spell: At 11th, 14th, 17th, and 20th level, the hexblade gains an additional spell known. This can be any spell she could normally select, but must be two levels lower than the highest level she could normally learn.

Wizard
•The Immediate Magic feature in PHB2 is banned.
•Similarly to skill points, if a Wizard’s int modifier improves, she retroactively gains more first-level spells in her spellbook for free.
•When it comes to adding a spell to your spellbook, you can assume as an adventurer you’ll have access to any legal spell in the game via the National Library of Tyrus. However to research a spell costs 50gp per level of the spell, and takes 24 hours of research. Afterwards you must make a DC 10 + 2 per level of the spell Spellcraft check to understand it (it is highly recommended you take a 10 with this use of spellcraft). Once you understand the spell, at any later point you may inscribe it into your own spellbook. This however takes another 24 hours, and 100gp per page the spell takes up as normal. Please note the available downtime after each adventure.
Animated Script (Su): A wizard can magically animate the writing in her spellbook, causing the inked symbols and words to migrate across the page. Doing so increases the Spellcraft DC for another wizard attempting to decipher or prepare spells from her spellbook by the inscribing wizard's Intelligence modifier + 3 at the cost of 50gp per inscribed page. At 2nd level this improves to intelligence modifier + 4, and increases by an additional 1 every even level thereafter. The wizard can apply this to any spell already in her spellbook, or do it as part of the initial inscribing process (applying animated script is short and routine enough to not need a separate downtime or to increase the time needed to inscribe the spell). The DC increase applies to all spells affected by animated script retroactively as long as the spellbook remains in the wizard’s possession. The inscribing wizard can will their animated writing to stop, at which point the Spellcraft DC to copy a spell from another's spellbook returns to normal (DC 10 + 2x spell level).
School: If desired, a wizard may specialize in one school of magic. Specialization allows a wizard to cast extra spells from her chosen school, but she then never learns to cast spells from some other schools. A specialist wizard can prepare one additional spell of her specialty school per spell level each day. She also gains a +2 bonus on Spellcraft checks to learn the spells of her chosen school. The wizard must choose whether to specialize and, if she does so, choose her specialty at 1st level. At this time, she must also give up two other schools of magic (unless she chooses to specialize in divination; in which case she only gives up one), which become her prohibited schools. A wizard can never give up divination to fulfill this requirement. Spells of the prohibited school or schools are not available to the wizard, and she can’t even cast such spells from scrolls or fire them from wands. She may not change either her specialization or her prohibited schools later.

Additionally each school has an associated list of spells called a school list. A wizard does not add these spells to her general wizard spell list; she is unable to cast or learn any spells on a school list by default, as if it wasn’t on her spell list as normal. A specialist wizard adds the spells of her school list to her spell list. A generalist wizard may learn up to one spell of each spell level taken from any school list; as she levels up she can pick a different school each time as long as she only has one spell from each spell level. Note that the restriction of school lists apply only to wizards, they represent spells of significant complexity from each school that a wizard must dedicate herself to their mastery.

Sorcerers have magic as a part of them and aren’t similar restricted, and other casters that draw upon the sorcerer/wizard list similarly have magic as a part of them, or focus on only a subset of spells already. In other words the school list restrictions apply only to a wizard, not any other caster that might happen to use the sorcerer/wizard spell list. A list of the school lists is below.
Fundamental Read Magic (Sp): A 2nd level wizard gains Read Magic at will as a spell-like ability.
Fundamental Detect Magic (Sp): A 3rd level wizard gains Detect Magic at will as a spell-like ability.
Fundamental Prestidigitation (Sp): A 3rd level wizard gains Prestidigitation at will as a spell-like ability.
Fundamental (First Cantrip) (Sp): A 4th level wizard gains a cantrip of her choice at will as a spell-like ability.
Fundamental (Second Cantrip) (Sp): A 4th level wizard gains a cantrip of her choice at will as a spell-like ability.
Expanded Spellbook: At 5th, 7th, 9th, 11th, 13th, 15th, 17th, and 19th level, the wizard can add a chosen spell to her spellbook. This can be any spell that she could normally select, but must be one level lower than the highest level she could normally learn.
Fundamental (Third Cantrip) (Sp): A 5th level wizard gains a cantrip of her choice at will as a spell-like ability.
Spell Mastery: At 6th, 12th, and 18th level, a wizard gains Spell Mastery as a bonus feat.
Bonus Feat: A wizard gains their first bonus feat at 8th level, not 5th level, but gain an additional one every 3 levels thereafter. She may also pick reserve feats.
Interschool Insight: At 13th, 16th, and 19th level, the wizard can add a chosen spell to her spellbook. This can be any spell from a school list, except for your specialty and prohibited schools if applicable, and must be one level lower than the highest level she can normally cast.
Expanded School Knowledge: At 20th level, a specialist wizard may pick a second school list. This doesn’t give you any benefits of a specialization, it merely adds the spells to your spell list for the purposes of learning them or using scrolls, etc. A generalist wizard can now learn 2 spells from each spell level from school lists.

Wizard Spells per Day
Level01st2nd3rd4th5th6th7th8th9th
141--------
252--------
3521-------
4532-------
55321------
65332------
754321-----
854332-----
9544321----
10544332----
115444321---
125444322---
1354443221--
1454443321--
15544433211-
16544433311-
175444333111
185444333211
195444333221
205444333222

Shadowcaster
- Increase their hit die to d8, and give them 4 + int mod skill points per level.
- Gain bonus mysteries per day for a high int score, working like bonus spells per day.
- Eliminate the rule that says you have to take mysteries in a given Path in order. You must still have at least one mystery of any given level equivalent (1st, 2nd, etc.) before you can get a mystery of the next higher level within a type (Apprentice, Initiate, Master), but they need not come from the same Path.
- Eliminate the rule that says you get a bonus feat equal to half the number of paths you have access to. Instead, you get a bonus feat equal to the total number of Paths you complete.
- At 5th level and every level after a shadowcaster may learn a new mystery in place of one she knows. The mysteries must be the same level and two levels below the highest level mystery she can cast. If you ‘un-complete’ a path you lose the feat it gave you.
- Once your Apprentice Mysteries become supernatural abilities, change the save DC from 10 + equivalent spell level + Cha to 10 + 1/2 shadowcaster level + Cha.
- Shadow Knowledge (Ex): When making knowledge or spellcraft checks related to shadowcasters or mysteries, a 2nd level shadowcaster gains a +3 competence bonus to the check. This improved to +4 at level 4, and by an additional 1 every even level thereafter.
- Extra Mystery: At 5th, 8th, 11th, 14th, 17th, and 20th level, the shadowcaster gains an additional mystery known. This can be any mystery that she could normally select, but must be two levels lower than the highest level she could normally learn.
- Bonus Feat: At 5th, 10th, 15th, and 20th level the Shadowcaster gains a bonus metashadow feat she meets the prerequisite for.

Mystery Changes
- Aura of Shade: Has a Duration of 1 minute/level not 1 round/level.
- Black fire: Does 1d6 damage per caster level.
- Congress of Shadows: Can cross planar boundaries.
- Consume Essence: Has a range of Close, not Touch.
- Curtain of Shadows: Does 1d8 damage per caster level, not 1d6.
- Deadly Shade: Increase the DR and energy resistance to 5.
- Flesh Fails: Has a range of Close, not Touch.
- Life Fades: Has a range of Close, not Touch.
- Life Fades Greater: Does 1d8 damage per caster level, not 1d6.
- Mesmerizing Shade: The penalty is minus 2, not minus 1.
- Piercing Sight: Has a Duration of 10 minutes/level instead 1 minute/level.
- Prison of Night: Does 2d6 damage instead of 1d6.
- Reflections of Things to Come: Increase the insight bonus to AC to 5.
- Shadow Hood: Doesn’t allow a save.
- Shadow Investiture: Grants 20 cold resistance, not 15, and has a duration of 1 minute/level.
- Shadow Plague: Does 5d6 damage instead of 4d6.
- Shadow Skin: Has a Duration of 1 round/level.
- Shadow Storm: Does 1d8 damage per caster level, not 1d6.
- Sharp Shadows: Increase the base damage to 1d8 from 1d6.
- Sight Eclipsed: Has a Duration of 1 minute/level.
- Soul Puppet: Has a range of Close, not Touch.
- Steel Shadows: Has a Duration of 1 hour/level.
- Tomb of Night: Does 4d6 damage instead of 3d6 damage.
- Warp Spell: Doesn’t allow a will save.

Rogue
- Increase their hit die to d8 from d6, and give them an average will save progression.
- Trap Sense is gained at 2nd level, not 3rd level, and the bonus is equal to half your rogue level.
- You gain your first special ability at level 8 and one every 2 levels after that.
- If your int mod improves you may retroactively pick more skills if you have skill mastery.
- Bonus Feat: At 5th level and every 3 levels thereafter a Rogue gains a bonus feat from the following list; Acrobatic, Athletic, Autonomous, Deceitful, Dodge, Investigator, Lightning Reflexes, Magical Aptitude, Mobility, Negotiator, Nimble Fingers, Open Minded, Persuasive, Self-Sufficient, and Skill Focus.
- Alertness: At 6th level, Rogues gain the Alertness feat as a bonus feat. If they already have alertness they may take any feat they meet the prerequisites for.
- Makeshift Tools (Ex): At 14th level, a rogue becomes so familiar with mechanisms and traps that the character can make Disable Device checks without a set of thieves' tools at no penalty.
- Skilled Saboteur (Ex): At 20th level, a rogue makes quick work out of mechanisms and traps, disabling devices in one-half the normal time. A device that normally takes 1 round to disable now takes 1 standard action, allowing the character to make a move action afterward.

Lurk
- Increase BAB to a good progression from an average progression.
- Increase skill points to 6 + int mod per level, and add Larceny and Search as a class skill.
- Upon reaching 7th level, and at every odd lurk level after that, a lurk can choose to learn a new power in place of one she already knows. In effect, the lurk "loses" the old power in exchange for the new one. The new power’s level must be the same as that of the power being exchanged, and it must be at least two levels lower than the highest-level lurk power the lurk can manifest.
- Lurk augment save DC is automatically 10 + 1/2 Lurk level + Int mod, but you can no longer augment the DC with power points.
- All Lurk augments automatically work on melee and ranged attacks.
- Change the psionic sneak attack progression so they gain 1d6 at level 3, but 1d6 every 3 levels after that.
- Gain trap finding as a Rogue at 1st level.
- Instead of slippery mind, Lurk’s gain a Rogue special ability, and gain it at 14th level, not 15th.
- Stunning Attack (augment) lasts 2 rounds, and the minimum level for aligned attack is 8th level.
- Detect Psionics: At 1st level a lurk adds Detect Psionics to their list of powers known. As a bonus power, it cannot be traded for another 1st level power. It disappears from their list of powers known at 6th level when lurks can use it at will.
- Far Hand: At 2nd level a lurk adds Far Hand to their list of powers known. As a bonus power, it cannot be traded for another 1st level power. If a lurk already knows this power, the character may choose a different 1st level power. It disappears from their list of powers known at 19th level when lurks can use it at will.
- Rote Detect Psionics (Ps): A 2nd level lurk gains Detect Psionics 1/day as a psi-like ability. This becomes 3/day at 4th level and at will at 6th level.
- Know Direction and Location: At 4th level a lurk adds Know Direction and Location to their list of powers known. If a lurk already knows this power, the character may choose a different 1st level power. As a bonus power, it cannot be traded for another 1st level power. It disappears from their list of powers known at 20th level when lurks can use it at will.
- Bonus Feat: At 5th level and every 5 levels thereafter a Lurk gains a bonus feat from the following list; Acrobatic, Athletic, Autonomous, Deceitful, Dodge, Investigator, Lightning Reflexes, Magical Aptitude, Mobility, Negotiator, Nimble Fingers, Open Minded, Persuasive, Self-Sufficient, and Skill Focus.
- Initiative Boost: Change the type to an insight bonus, and gain it at 5th level, not 6th.
- Lurk Empowerment (Ex): A Lurk that single handily focuses on her discipline can employ her powers more often. At 13th level a Lurk gains an additional power point, gaining another power point every level thereafter.
- Rote Far Hand (Ps): A 7th level lurk gains Far Hand 1/day as a psi-like ability. This becomes 3/day at 13th level and at will at 19th level.
- Evasion: Gain Evasion at 8th level, not 9th.
- Rote Know Direction and Location (Ps): An 11th level lurk gains Know Direction and Location 1/day as a psi-like ability. This becomes 3/day at 16th level and at will at 20th level.
- Extra Power: At 13th, 16th, and 19th level, the lurk gains an additional power known. This can be any power that she could normally select, but must be two levels lower than the highest level she could normally learn.
- Lurk Augment (three at once): Gain this ability at 17th level, not 18th.

Truenamer
General Changes
General Changes


Updated and New Utterances
Upated and New Utterances


Updated and New Feats
Updated and New Feats

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