Alteration Sphere

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You have the ability to change the physical makeup of creatures.

Shapeshift

As a standard action you may shapeshift yourself or a touched creature, changing their form for as long as you concentrate. If the target is unwilling, this costs a spell point, and they are allowed a Fortitude save to negate. You may spend a spell point to allow a shapeshift to remain for 1 minute per caster level without concentration. You may dismiss your shapeshift as a free action.

Shapeshift is a polymorph effect. A target may only be affected by one shapeshift at any one time. If a caster attempts to place a second shapeshift on a target, he must succeed at a magic skill check. If he succeeds, the second shapeshift is successfully placed on the target, dismissing and dispelling the first.

When shapeshifting a target, the caster must choose a form and a series of traits for them. Forms constitute a creature’s basic physical makeup (humanoid, draconic, animalistic, avian, etc.) while traits are special characteristics or alterations (natural attacks, creature size, monster special abilities, etc.). A caster may grant up to 1 trait + 1 per 5 caster levels and cannot grant the same trait more than once unless the trait indicates it may be granted multiple times.

With the exception of Blank Form (detailed below), placing a form on a creature causes that creature’s physical body to change into that of another creature. The target gains the listed number of limbs and loses all others.

The target loses any extraordinary or supernatural abilities, natural attacks, and movement types dependent on their original form (darkvision, scent, wings, claws, etc.) and gains the listed benefits in their place. Alternate sources of physical traits (such as a dragon sorcerer’s ability to grow claws) still function.

In addition, the target’s equipment melds into their new form, causing them to lose their armor and shield bonuses and the ability to pull any item from a backpack or belt. They also cannot activate magic items (although constant bonuses from magic items still remain).

This cannot be used to assume the guise of a specific individual creature, but otherwise adds a +10 bonus to Disguise checks made to appear as a different race, gender, or species. The caster may cause the target to cosmetically appear as whatever type of creature he desires, although if the target is not granted the right physical attributes (for example, granting the right size category or number of legs), the disguise may fail completely.

When a caster first gains the Alteration sphere, they may grant creatures the Blank Form and the traits listed below. Additional forms and traits may be gained by taking Alteration talents. Any trait may be granted to any form.

Blank Form

Unlike other forms, the Blank Form does not change the creature’s basic makeup. They do not gain the +10 bonus to Disguise checks, nor do they lose their abilities, equipment, natural attacks, or any other aspect of their unaltered form. The Blank Form allows a caster to add traits to a creature without fundamentally changing the target first.

A caster may grant the following traits to a creature affected by their shapeshift. A target must possess the appropriate limb where listed, and cannot grant a natural attack to a limb that already possesses a natural attack.

• Darkvision 60 ft
• Low-light vision
• 2 claw attacks (Primary attacks, 1d4, 1d3 small, requires arms). You may grant this trait multiple times.
• 1 bite attack (Primary attack, 1d6, 1d4 small, requires head). You may grant this trait multiple times.
• 1 gore attack (primary, 1d6, 1d4 small, requires head). You may grant this trait multiple times.
• 2 slam attacks (primary, 1d4, 1d3 small, requires arms). You may grant this trait multiple times.
• 2 pincers (secondary, 1d6, 1d4 small, requires arms). You may grant this trait multiple times.
• You change the target’s cosmetic appearance. This could include changing the target’s apparent age, making an elf into an orc, disguising a large dog as a small pony, changing a male into a female, or some other such alteration. This grants the target a +10 bonus to Disguise checks. This trait may only be applied to the Blank Form, as such changes are assumed with other forms.

Basic Talents

Forms

Anarchic Transformation

You may grant the form of a chaotic outsider with your shapeshift.

The target gains a 10 ft. land speed, a +2 natural armor bonus which increases by 1 per 5 caster levels, darkvision 60 ft., resistance to acid, electricity, and sonic damage equal to half your caster level (minimum 1), and radiates an aura of chaos as a cleric of a level equal to your caster level.

Additionally, you may choose three of any of the following:

• a pair of legs granting 30 ft. land speed, increasing by 10 ft. per additional pair
• a pair of arms that can manipulate objects as a human’s can
• a head (each additional head grants a +2 bonus on Perception checks)
• a tail
• a tentacle natural attack (secondary, 1d4 Medium, 1d3 Small)

These options may be chosen more than once. The base form does not possess legs, so cannot be tripped unless legs are added.

You may also grant the following traits to your forms:

• Resist Elements: Elemental resistance to acid, electricity, and sonic equal to your half your caster level (minimum 1).
• Chaotic Skin: The target gains DR 2/lawful. This improves by 1 per 5 caster levels.

Animalistic Transformation

You may grant the form of a land animal or magical beast with your shapeshift. The form has a head and 4 legs with all the benefits of being a quadruped. The target gains a 40 ft land speed, which increases by 20 ft per 5 caster levels. The target also gains the Scent ability, a bite attack (Primary, 1d6, 1d4 small) and a +2 natural armor bonus which increases by 1 per 5 caster levels.

In addition, you may grant the following traits to any form:

• A land speed as that granted by Animalistic form (grants 2 legs if the target lacked a land speed).
• Scent.
• 2 hoof attacks (Secondary, 1d4, 1d3 small). This may be granted once per pair of legs beyond the first.

Anthropomorphic Transformation

You may grant a humanoid form with your shapeshift. The humanoid form has 2 legs and 2 arms with hands that can manipulate objects as a human’s can. The target can speak and gains knowledge of one language you also speak. It gains a land speed of 30 ft, and if the target’s Intelligence is lower than 6 it is increased to 6.

If you so choose, you may forgo applying additional traits to the target to instead allow the target to retain its natural attacks, special abilities, and movement types that were dependent on its previous form, in essence making the target a hybrid between a humanoid and its previous form.

Aquan Transformation

You may grant the form of a swimming animal or magical beast with your shapeshift. The form has a head, fins, and no arms or legs. The target gains low-light vision and a 20 ft Swim speed which improves by 20 ft for every 5 caster levels. The target gains the Amphibious subtype and the ability to breath underwater. The target also gains a bite attack (Primary, 1d6, 1d4 small), Blindsense 30 ft (which only functions in water), and a +2 natural AC bonus, which increases by 1 for every 5 caster levels.

In addition, you may add the following traits to any form:

• The Amphibious subtype with the ability to breath underwater.
• A swim speed as that granted by the Aquan form.
• Blindsense 30 ft (only in water)

Avian Transformation

You may grant the form of a flying animal or magical beast with your shapeshift. The target gains a head, 2 legs, 2 wings, and a 30 ft land speed. The target gains low-light vision and 2 talon attacks (Primary, 1d4, 1d3 small) and a +2 natural AC bonus, which increases by 1 for every 5 caster levels. The target takes no damage when falling and may glide, moving with a speed of 30 ft with maneuverability (poor), but falling 1 ft for every 5 ft traveled. At 5th caster level, the target gains a fly speed of 30 ft with maneuverability (poor). This improves by 20 ft for each 5 additional caster levels.

In addition, you may add the following traits to any form:

• 2 talon attacks as those granted by the Avian form. This may be granted once per pair of legs the creature possesses. The target must possess wings or another means of being airborne to attack with talons.
• 2 wings and its benefits or flight speed as that granted by the Avian form.
• 2 wing attacks (Secondary, 1d4, 1d3 small) May be given once per pair of wings possessed.

Axiomatic Transformation

You may grant the form of a lawful outsider with your shapeshift.

The target gains a head, 2 legs and 2 arms with hands that can manipulate objects as a human’s can, two slam attacks (primary, 1d6 Medium, 1d4 Small), and a 30 ft. move speed. The target gains a +2 natural armor bonus which increases by 1 per 5 caster levels, darkvision 60 ft., damage reduction against nonlethal damage equal to half your caster level (minimum 1), and radiate an aura of law as a cleric of a level equal to your caster level.

You may also grant the following traits to your forms:

• Armor of Law: The target gains DR 2/chaotic. This improves by 1 per 5 caster levels.
• Axiomatic Mind: The target gains a +1 racial bonus against mind affecting and death effects.
• Unstoppable: The target gains damage reduction against nonlethal damage equal to half your caster level (minimum 1).

Celestial Transformation

You may grant the form of a celestial outsider with your shapeshift.

The target gains a head, 2 legs and 2 arms with hands that can manipulate objects as a human’s can, and a 30 ft. move speed. The target gains a +2 natural armor bonus which increases by 1 per 5 caster levels, darkvision 60 ft., resistance to acid, cold, and electricity equal to half your caster level (minimum 1), and radiate an aura of good as a cleric of a level equal to your caster level.

You may also grant the following traits to your forms:

• Celestial Skin: The target gains DR 2/evil. This improves by 1 per 5 caster levels.
• Resist Elements: The target gains elemental resistance to acid, cold, and electricity equal to your half your caster level (minimum 1).

Construct Transformation

You may grant the form of a construct with your shapeshift.

The form has a head, two arms, two legs, and a 20 ft. move speed. The target gains 2 slam attacks (primary, 1d6 Medium, 1d4 Small), and natural armor equal to 4 + 1 per 5 caster levels.

At caster level 5th your natural attacks are treated as silver and cold iron for the purpose of bypassing damage reduction. At 10th level this improves to counting as adamantine.

You may also grant the following traits to your forms:

• Construct Plating: The target gains DR 2/adamantine. This improves by 1 per 5 caster levels.
• Spell Resistance: The target gains spell resistance equal to 10 + caster level. This trait costs an additional spell point.

Dragon Transformation

You may grant the form of a dragon with your shapeshift. The target gains a head, 4 legs with all the benefits of being a quadruped, a 40 ft move speed and a tail. The target gains a +2 natural armor bonus which increases by 1 per 5 caster levels, Darkvision 60 ft, a bite attack (Primary, 1d6, 1d4 small) and a breath weapon. This breath weapon is either a 60 ft line or a 30 ft cone, and deals either fire, electricity, acid, or cold damage as chosen at the time it is gained. The breath weapon deals 1d8 damage per 2 caster levels, and allows a Reflex save for half damage. The target must wait at least 1d4 rounds between uses of their breath weapon. A target may only possess one breath weapon at a time.

In addition, you may grant the following traits to your forms:

• A breath weapon, as that given by the dragon base form.
• Double the size of a breath weapon (must possess a breath weapon to gain this trait).

Elemental Transformation

You may spend an additional spell point to grant the form of an elemental with your shapeshift. As an elemental’s body is mutable, additional limbs or natural attacks cannot be added to this form through traits. The target gains a 30 ft move speed and a 25% ability to ignore critical hits and precision damage, which increases by 25% per 5 caster levels to a maximum of 100%. The target gains 2 slam attacks (Primary, 1d6, 1d4 small), natural armor equal to 2 +1 per 5 caster levels, and one of the following packages depending on which elemental is being mimicked:

Earth

You gain Darkvision 60 ft, a 30 ft burrow speed, and Earth Glide. You also gain a +2 Strength bonus, and Resistance to acid equal to your caster level.

Fire

You gain Darkvision 60 ft, a +2 bonus to Dexterity, and the Burn special quality (1d4, increases by 1 die size per 5 caster levels). You also gain Resistance to fire equal to your caster level.

Air

You gain a flight speed of 30 ft with Perfect maneuverability, which increases by 30 ft per 5 caster levels. You also gain Resistance to electricity equal to your caster level and the ability to create a Whirlwind (as an air elemental of the same size).

Water

You gain waterbreathing and a 30 ft Swim speed which increases by 30 ft per 5 caster levels. You also gain Resistance to cold equal to your caster level, a +2 Constitution bonus, and the ability to create a Vortex (as a water elemental of the same size).

You may also grant the following traits to your forms:

• Elemental Resistance to either cold, electricity, fire, or acid equal to your caster level. You can take this trait multiple times, but Resistance to the same element does not stack with itself.

Fey Transformation

You may grant the form of a fey with your shapeshift.

The target gains a head, 2 legs and 2 arms with hands that can manipulate objects as a human’s can, and a 30 ft. move speed. The target gains a +2 natural armor bonus which increases by 1 per 5 caster levels, low-light vision, and DR 3/cold iron + 1 per 5 caster levels.

Additionally, the target may move through any sort of undergrowth (such as natural thorns, briars, overgrown areas, and similar terrain) at its normal speed without taking damage or suffering impairment. This has no effect on magically manipulated terrain.

You may also grant the following traits to your forms:

• Fey Skin: The target gains DR 3/cold iron. This improves by +1 per 5 caster levels.
• Wild Empathy: The target may improve the initial attitude of an animal within 30 ft. using Diplomacy. The target gains a bonus equal to half your caster level on this check. Typically domestic animals start as indifferent and wild animals start as unfriendly and the check takes 1 minute. This ability may be used to influence a magical beast with an Intelligence score of 1 or 2, but the check takes a -4 penalty. If you spend an additional spell point when granting this trait, this check may be performed as a standard action and the penalty for influencing magical beasts is removed.
• Woodland Stride: The target may move through any sort of undergrowth (such as natural thorns, briars, overgrown areas, and similar terrain) at its normal speed without taking damage or suffering impairment. This has no effect on magically manipulated terrain.

Fiendish Transformation

You may grant the form of a fiendish outsider with your shapeshift.

The target gains a head, 2 legs and 2 arms with hands that can manipulate objects as a human’s can, and a 30 ft. move speed. The target gains a +2 natural armor bonus which increases by 1 per 5 caster levels, darkvision 60 ft., resistance to cold and fire equal to half your caster level (minimum 1), and radiate an aura of evil as a cleric of a level equal to your caster level.

You may also grant the following traits to your forms:

• Fiendish Armor: The target gains DR 2/good. This improves by +1 per 5 caster levels.
• Resist Elements: Elemental resistance to cold and fire equal to your half your caster level (minimum 1).

Object Transformation

You may spend a spell point to grant the form of an object with your shapeshift.

The target gains the appearance of a single simple object composed of vegetable matter such as wood, hemp, or cotton. The target has no functional limbs and has a 20 ft. move speed, but retains its normal senses and gains a slam attack (primary, 1d6 medium, 1d4 small). Like an object, the target takes half damage from energy and ranged attacks. The target gains hardness equal to either half your caster level or the hardness of the mimicked material, whichever is lower and a 25% ability to ignore critical hits and precision damage, which increases by 25% per 5 caster levels to a maximum of 100%.

You may take this talent twice. Upon taking it a second time, you may gain the ability to emulate other materials per the below table and to grant the form of complex objects. Complex objects, such as those with moving parts, require an appropriate Craft check at the object’s craft DC. Failure means the target is not useable as an object.

Caster Level	Material
1st	Ice, stone
5th	Basic metals (iron, steel, copper)
10th	Precious metals (gold, silver)
15th	Gems, specialty metals (cold iron, mithral)

A creature under the effect of this talent does not truly become an object, thus is not a valid target for the Enhancement sphere Animate Object talent or similar effects.

A creature that takes the form of a ranged weapon must be supplied with ammunition as normal, but is capable of loading and firing itself. A creature under the effects of this talent that is used as ammunition is not destroyed when used as ammunition, but takes damage equal to the damage dealt by the attack it was used for.

You may add the following traits to your forms:

• Freeze: The target may take 20 without a time increase on its Stealth check to hide in plain sight as an inanimate object that matches its shape. (Requires the form of an object or construct)

Ooze Transformation

You may spend a spell point to grant the form of an ooze or slime creature with your shapeshift.

As an ooze’s body is mutable, they possess no limbs or natural attacks, and additional limbs or natural attacks cannot be added to this form through traits. The target gains a 20 ft. move speed, a +4 natural armor bonus that increases by +1 per 5 caster levels, a slam attack (primary, 1d6 Medium, 1d4 Small, plus 1d4 acid), and a 25% ability to ignore critical hits and precision damage, which increases by 25% per 5 caster levels to a maximum of 100%. The target is blind but gains blindsight out to 60 ft. and is immune to gaze attacks, visual effects, visual illusions, and other attack forms that rely on sight unless gaining eyes from another source. Ooze forms have no legs so cannot be tripped.

Additionally, the target can move through an area as small as one-quarter its space without squeezing or one-eighth its space when squeezing.

The target also gains one of the following packages depending on which ooze or slime is being mimicked:

• Amoeba, Giant: The target gains a 20 ft. swim speed, and the ability to breathe underwater.
• Gelatinous Cube: The target gains and is transparent, granting a +5 circumstance bonus to Stealth checks. It also gains a resistance to electricity equal to the effect’s caster level.
• Jelly: The acid damage from the target’s slam only affects organic material and not stone or metal. The acid does 1d6 damage to any clothing and non-metal armor a creature is wearing on a successful attack, and 1d6 damage to any wooden weapon that successfully attacks the jelly. This damage bypasses the material’s hardness. The target also gains a resistance to electricity equal to the effect’s caster level.
• Pudding: The acid damage from the target’s slam only affects organic material and not stone or metal. This damage bypasses the material’s hardness. You gain a climb speed of 20 ft.

You may add the following traits to your forms:

• Fluid Body: The target can move through an area as small as one-quarter its space without squeezing or one-eighth its space when squeezing.
• Engulf: The target can engulf creatures in its path. As a standard action, the target may move up to its speed and attempt to engulf anything in its path. It cannot make other attacks during a round in which it engulfs. The creature merely has to move over its opponents, affecting as many as it can cover. Targeted creatures can make attacks of opportunity against the creature, but if they do so, they are not entitled to a saving throw against the engulf attack. Those who do not attempt attacks of opportunity can attempt a Reflex save (DC 10 + 1/2 HD + Strength modifier) to avoid being engulfed — on a success, they are pushed back or aside (target’s choice) as the creature moves forward. Engulfed opponents gain the pinned condition, are in danger of suffocating, are trapped within the creature’s body until they are no longer pinned, and take slam damage from the target each round. An engulfed creature may attempt to escape as if escaping a pin. (Requires the form of an ooze or slime)

Orb Transformation

You may grant the form of a floating sphere, helmet, or similar shape with your shapeshift.

The target gains a 5 ft. move speed and has no limbs, though may benefit from traits requiring a head as if it had one and may not be tripped or beheaded (such as by a vorpal weapon) unless gaining legs or a head, respectively, from another source. The target gains a +2 dodge bonus to AC which increases by 1 per 5 caster levels, and a slam attack (primary, 1d6 Medium, 1d4 Small).

Additionally, the target may float up to 5 ft. plus 5 ft. per 5 caster levels above the ground, with a 30 ft. horizontal movement speed. This improves by 5 ft. for each 5 additional caster levels. When floating this way, fly checks are not required to hover or change direction. When falling the target may choose to descend at a slower rate to control its fall and to negate all falling damage it would take. Each round it descends 30 ft., and may move in another direction for 30 ft. It may choose to drift sideways, gliding forwards while descending, or down, safely increasing its rate of descent. It may even choose to drift ‘upwards’ to reduce its rate of descent, even allowing it to negate it entirely and hover midair. At caster level 7, this speed becomes a fly speed with maneuverability (perfect). This levitation and flight is a supernatural ability.

A creature in the form of an orb counts as one size smaller for the purposes of stealth and squeezing into small places.

You may add the following traits to your forms:

• Float: The target may float up to 5 ft. plus 5 ft. per 5 caster levels above the ground, moving at 30 ft. This improves by 5 ft. for each 5 additional caster levels. When falling the target may choose to descend at a slower rate to control its fall and to negate all falling damage it would take. Each round it descends 30 ft., and may move in another direction for 30 ft. It may choose to drift sideways, gliding forwards while descending, or down, safely increasing its rate of descent. It may even choose to drift ‘upwards’ to reduce its rate of descent, even allowing it to negate it entirely and hover midair.

Plant Transformation

You may grant the form of a plant creature with your shapeshift. The creature has 2 ‘arms’, which may be tree limbs or vines (adding limbs to a plant creature adds more appendages), has a move speed of 20 ft, 2 Slam attacks (Primary, 1d6, 1d4 small), and a +4 natural armor bonus that increases by 1 for every 5 caster levels.

You may grant the following traits to your forms:

• You may grant the target a +2 natural armor bonus, which stacks with other sources of natural armor.

Serpentine Transformation

You may grant the form of a serpent with your shapeshift.

The target has a head, no limbs, and a tail, but is treated as a quadruped for the purpose of carrying capacity. The target receives a 40 ft. move speed, a climb speed of 20 ft., low-light vision, a +2 natural armor bonus that increases by 1 per 5 caster levels, and a bite attack (primary, 1d6 Medium, 1d4 Small). Serpent forms have no legs so cannot be tripped unless gaining legs from another source.

In addition, the target gains one of the following packages depending on which serpent is being mimicked:

• Constrictor: You gain the grab ability and can automatically attempt to grapple a target after making a successful bite attack and gain the constrict special attack (1d6 Medium, 1d4 Small, plus Strength modifier). You gain the normal +4 bonus on checks made to start and maintain a grapple from the grab ability. This bonus increases by 1 per 5 caster levels.
• Poisonous: When you make a successful bite attack you automatically attempt to poison your target (save Fort DC 10 + 1/2 Hit Dice + Constitution modifier; frequency 1/round for 6 rounds; effect 1d2 Con damage; cure 1 save).

You may add the following trait to your forms:

• Death Roll: You may, upon succeeding on a grapple check to deal damage with your bite attack, make an additional grapple check as a free action. If successful, the target is prone. This additional grapple check does not count toward maintaining the grapple, and doesn’t add any other effects (such as constrict) beyond knocking the target prone.
• Strangle: An opponent grappled by the target cannot speak or cast spells with verbal components.
• Swallow Whole: The target gains the swallow whole ability, dealing 1d6 bludgeoning damage plus an additional 1d6 acid damage per 3 caster levels. The target may swallow creatures up to one size smaller than themselves. This trait may be taken twice; the second time allows the target to swallow creatures up to their own size and grants a bonus to CMB and CMD equal to 1 plus 1 per 3 caster levels on grapple checks made to swallow creatures or to prevent them from escaping once swallowed. More than one creature may be swallowed at a time, but may not exceed the maximum total size that can be swallowed, counting two tiny creatures as one small creature, two small creatures as one medium creature, etc. A swallowed creature can try to cut its way free with any light slashing or piercing weapon, or it can just try to escape the grapple. The amount of cutting damage required to get free is equal to 1/10 the creature’s total hit points. This damage is inflicted on the swallowing creature as normal. The Armor Class of the interior of a creature that swallows whole is 10 + 1/2 its natural armor bonus, with no modifiers for size or Dexterity. If a swallowed creature cuts its way out, the swallowing creature cannot use swallow whole again until the damage is healed. If the swallowed creature escapes the grapple, success puts it back in the attacker’s mouth, where it may

be bitten or swallowed again. (You must possess a bite attack with the grab ability to gain this trait.)

Subterranean Transformation

You may grant the form of a subterranean animal or magical beast with your shapeshift. The form has a head, 4 legs, a 30 ft land speed, and a 15 ft burrow speed that increases by 15 ft per 5 caster levels. The target also gains Darkvision 60 ft, Tremorsense 20 ft, a bite attack (Primary, 1d6, 1d4 small), and a +2 natural armor bonus that increases by 1 per 5 caster levels. In addition, you may grant the following traits to any form:

• A burrow speed as granted by the Subterranean form.
• Tremorsense 20 ft.

Swarm Transformation

You may spend a spell point to grant the form of a swarm of creatures with your shapeshift.

The swarm can be composed only of Tiny creatures. This size cannot be altered by the Size Change trait, enlarge person, or other effects.

The target gains a move speed of 20 ft. plus 5 ft. per 5 caster levels and can move through small holes and openings that are large enough for the individual creatures. The swarm fills a 10 ft. square (or cube if flying) and has a reach of 0. The target gains a 25% ability to ignore critical hits and precision damage, which increases by 25% per 5 caster levels to a maximum of 100%.

The swarm has the distraction ability, forcing any creature that takes swarm damage must make a Fortitude save with a DC of 10 + 1/2 HD + Constitution modifier or be nauseated for 1 round. Spellcasting or concentrating on spells within the area of a swarm requires a MSB check (DC 20 + 1/2 caster level). Using skills that involve patience and concentration while in the swarm requires a DC 20 Will save.

Natural attacks cannot be added to this form through traits. The target may choose to ignore any creatures in its space, choosing to not deal the swarm damage, force MSB checks to cast spells, or force Will saves to skills.

The swarm form is incapable of performing combat maneuvers and they cannot be tripped, grappled, or bull rushed. Creatures in swarm form take 50% more damage from effects that affect an area. Creatures in swarm form do not threaten creatures, and do not make attacks of opportunity with their swarm attack.

The swarm automatically deals 1d6 plus Constitution modifier damage to any creature whose space it occupies at the end of its turn. This damage increases by 1d6 per 5 caster levels and may be modified by traits that require a natural attack (such as poison from the Vermin Transformation talent) but not those that modify natural attacks (such as powerful claws from the Powerful Limbs talent). A creature that retains a natural attack (such as a shifter via a bestial trait) cannot use this natural attack, but uses d8 for its swarm damage. Swarm attacks are not subject to a miss chance for concealment or cover.

The appearance of the individual creatures in the swarm may correspond to the shapes of any creature for which you possess the appropriate talent to imitate.

You may add the following traits to your forms:

• Divided Self: The target gains a +4 bonus on saves against effects that target individual creatures. (Must have the form of a swarm)

Vermin Transformation

You may grant the form of a spider, insect, or other such creature with your shapeshift. The form has a head and either 6 or 8 legs, and a bite attack (Primary, 1d6, 1d4 small). You gain Darkvision 60 ft, a +2 natural armor bonus that increases by 1 per 5 caster levels, and a 30 ft Climb speed and land speed that improve by 15 ft per 5 caster levels.

In addition, you may grant the following traits to your forms:

• One natural attack deals poison on a successful attack.
  Poison: Injury, DC 10 + 1/2 Hit Dice + Constitution modifier, frequency 1/round for 6 rounds, 1d2 Constitution damage, cure 1 save.
• A Climb speed, as that granted by the vermin form.
• Web: once per minute as a standard action, the creature may throw a web, as a net with a 10 ft range increment (total range 50 ft), which is effective against targets up to 1 size larger than the creature. The Escape Artist or Strength check DC to escape is 10 + 1/2 the creator’s Hit Dice + Constitution modifier, with targets already caught suffering a -4 penalty. These webs may also be laid as a trap (Perception DC 20), covering an area up to 3x larger than the creature creating it. A 5 ft section of web has hp equal to the creator’s Hit Dice and DR 5/-. A creature can move across its own web at its climb speed and can pinpoint the location of any creature touching its web. A web may support up to twice the weight of the creating creature.

Traits

Aberrant Body

You may add the following additional traits to your forms:

• Acid Spit: The target may launch a glob of acid as a ranged touch attack out to Close range, dealing 1d6 damage per 2 caster levels, plus an additional 1 damage per d6 for a number of rounds equal to 1/2 your caster level (minimum 1). Spending a move action removing the acid stops the additional damage.
• Gibbering: All creatures within 30 ft. of the target take a -2 penalty on concentration checks. This penalty increases by 1 per 5 caster levels.
• Many Eyes: The target cannot be flanked.
• Mucus: The target gains the ability to release a mucus cloud with a radius of 5 ft. +5 ft. per 5 caster levels that persists for 1 round per caster level unless dispersed by a strong wind. Once this ability is used, it cannot be used again for 1d4 rounds. Any creature that comes in contact with the cloud must make a Fortitude save with a DC of 10 + 1/2 HD + Constitution modifier or become unable to breathe air but can breath underwater for 1 round per caster level or until they spend a standard action removing the mucus. A creature unable to breathe air that remains out of water begins to suffocate.
• Roper Strands: The target gains a roper strand. This trait may be granted multiple times, granting an additional roper strand per additional trait. As a standard action, (or full-round action if using multiple strands), the target may launch their strands, making one ranged touch attack per strand at a target within Close range. Each strands clings to the target, causing 1 Strength damage each round they remain attached (increasing by 1 die size per 5 caster levels; i.e. 1, 1d2, 1d3, 1d4, 1d6, etc.). A Fortitude save (10 + 1/2 HD + Con modifier) negates this damage for the round. A creature cannot be affected more than once per round. Strands have an HP, and Hardness equal to the effect’s caster level, and a break DC, escape artist DC, and AC equal to 10 + the effect’s caster level. However, strands are instantly severed by any slashing damage, which bypasses its hardness automatically. Creatures connected by roper strands may not move away from each other, though may choose to move closer or laterally. Moving farther requires severing the strand with an attack, breaking it with a strength check, or removing it with an escape artist check, or succeeding on a drag combat maneuver against the target they are connected to. When two targets are connected by a strand, they may make drag combat maneuver checks against each other at range without provoking attacks of opportunity. If a strand is broken, the target instantly regrows the strand, and may still make strand attacks.

Additional Limbs

You may apply the following traits to any form. You may grant each trait multiple times.

• An extra pair of arms.
• A prehensile tail, which may be used to hold objects as if it were a hand, and retrieve objects from a belt or pouch as a swift action.
• Tail slap (Secondary, 1d6, 1d4 small, requires tail)
• Stinger (Primary, 1d4, 1d3 small, requires tail)
• A pair of legs. This grants a 20 ft land speed if the target didn’t possess one. If this is not the form’s first pair of legs, the target gains a +4 CMD bonus against trip attempts. If this causes the target to become a quadruped, they gain the related increase to carrying capacity and may serve as a mount for creatures smaller than itself.
• An extra head

Aerial Agility

You may add the following additional traits to your forms:

• Hover: The target can halt its movement while flying, allowing it to hover without needing to make a Fly check. If the target is Large or larger and hovers within 20 ft. of the ground in an area with lots of loose debris, the draft from its wings creates a hemispherical cloud with a radius of 60 ft. The winds generated can snuff torches, small campfires, exposed lanterns, and other small, open flames of non-magical origin. Clear vision within the cloud is limited to 10 ft. Creatures have concealment at 15 to 20 ft. (20% miss chance). At 25 ft. or more, creatures have total concealment (50% miss chance, and opponents cannot use sight to locate the creature). (Requires a fly speed)
• Improved Maneuverability: The target’s flight maneuverability improves by one step. This trait can be taken multiple times, the effects stack to a maximum of perfect maneuverability. (Requires a fly speed)
• Wingover: Once each round, the target can turn up to 180 degrees as a free action without making a Fly check. This free turn does not consume any additional movement. (Requires a fly speed)

Agile Transformation

You may add the following additional traits to your forms:

• Dodge: The target gains a +2 dodge bonus to AC. This stacks with other sources of dodge bonuses.
• Evasion: The target gains incredible reflexes. When the target makes a successful Reflex saving throw against an attack that normally deals half damage on a successful save, it instead takes no damage. This ability does not function when wearing medium or heavier armor.
• Initiative: The target gains quickened reactions, granting a +4 competence bonus to initiative.
• Uncanny Dodge: The target gains extraordinary reactions, granting Uncanny Dodge as the rogue ability. The target is no longer flat-footed at the start of combat nor loses Dexterity to AC against invisible attackers. If the target is granted this trait a second time or already has the Uncanny Dodge ability from another source, they instead gain Improved Uncanny Dodge as the rogue ability. The target can no longer be flanked. This defense denies a rogue the ability to sneak attack the target by flanking, unless the attacker has at least four more rogue levels than the target has hit dice.

Animal Mind

You may apply the following trait to your shapeshifts:

• The target must pass a Will save or have their mind become bestial. Their Intelligence is reduced to 2, and they are treated as an animal for skills such as Handle Animal and Diplomacy. They cannot use any spells, sphere abilities, supernatural or extraordinary abilities, although they retain other aspects of their class levels such as BAB and any other abilities.

Aquatic Mastery

You may add the following additional traits to your forms:

• Jet: The target can swim backward as a full-round action at four times their swim speed. It must move in a straight line while jetting, and does not provoke attacks of opportunity when it does so. (Requires a swim speed)
• Keen Scent: The target can notice other creatures by scent in a 180-ft. radius underwater and can detect blood in the water at ranges of up to a mile.
• Ink Jet: Once per minute, the target may shoot a jet of ink. In water, this creates a 10 ft. radius sphere that provides total concealment and persists for 1 minute. On land, this is a ranged touch attack with a 10 ft. range increment and a maximum range of 50 ft. that forces a struck creature to make a Reflex save (DC 10 + 1/2 HD + Constitution modifier) or be blinded for 1d6 rounds or until they spend a standard action removing the ink from their eyes.

Bestial Reflexes

You may add the following traits to your forms:

• Lunge: Choose one natural attack. As a full-attack action, you may make a single attack at double your normal reach with that weapon with a +4 bonus to your attack roll.
• Leaping attack: As a standard action, you may jump, making a single attack at any point during the leap. You do not provoke an attack of opportunity for leaving a threatened square.
• Pounce: You may make a full-attack after a charge.
• Trample: As a full-round action, you may move up to your move speed, moving over and dealing slam damage (1d6+1-1/2 Str modifier, 1d4+1-1/2 Str modifier small) to any creatures smaller than yourself. Targets of a trample can make an attack of opportunity, but at a –4 penalty. If targets forgo an attack of opportunity, they may attempt to avoid you, making a Reflex save for half damage (DC 10 +1/2 your HD + your Str modifier). A trampling creature can only deal trampling damage to each target once per round, no matter how many times it moves over that creature.

Bestial Spirit

You may add the following traits to your forms:

• Trip: Choose one natural attack. You may attempt a trip as a free action that does not provoke an attack of opportunity when you successfully hit with that attack.
• Ferocity: You may stay conscious and continue to fight when at negative hit points, but lose 1 hit point per round you do so.
• The ability to speak with animals and vermin.
• Rend: target must possess claws; deals damage equal to 1 claw + 1 1/2 times Strength when successfully striking a target with 2 or more claw attacks in the same round.

Bully

You may add the following traits to your forms:

• Powerful Charge: Choose one natural attack the target possesses. When charging, that attack attack deals damage as if it were one size larger and receives 1 1/2 times the target’s Strength bonus to damage instead of 1 times.
• Pull: Choose one natural attack the target possesses. On a successful attack against a creature of equal or smaller size, that creature is moved up to 5 ft. plus 5 ft. per 10 caster levels closer. This movement does not provoke an attack of opportunity and is halted if it would move them into a solid object or another creature.
• Push: Choose one natural attack the target possesses. On a successful attack against a creature of equal or smaller size, the target may make a free bull rush check that does not provoke an attack of opportunity.

Extreme Adaptation

You may add the following additional traits to your forms:

• Altitude Immunity: The target is acclimated to living at high altitudes and additionally can treat its altitude zone as one lower, plus an additional 1 lower per 10 caster levels.
• Breathless: The target may survive without air. Granting this trait costs an additional spell point. The target becomes immune to effects that require breathing (such as inhaled poison), can survive underwater, or even in a vacuum (though does not provide protection from extreme cold or other conditions that may be encountered in such an environment). This does not give immunity to cloud or gas attacks that do not require breathing.
• Endure Weather: The target suffers no harm from being in a hot or cold environment and can exist comfortably in conditions between -50 and 140 degrees Fahrenheit (-45 and 60 degrees Celsius) without having to make Fortitude saves. The creature’s equipment is likewise protected. This trait doesn’t provide any protection from fire or cold damage, nor does it protect against other environmental hazards such as smoke, lack of air, and so forth.
• Pressure Immunity: The target is immune to the pressures of the ocean and takes no damage from water pressure.

Giant Traits

You may add the following additional traits to your forms:

• Rock catching.
• Rock throwing (2d6, 2d4 small): this deals 1.5 times Strength damage, and has a range of 20 ft, + 10 ft per 2 caster levels.

Morphic Weapon

You may add the following traits to your forms:

• Graft Weapon: Choose one limb capable of wielding a weapon that is holding a weapon that can be used in one hand. You may graft the weapon held by this limb into the limb itself. A grafted weapon cannot be disarmed and may be treated as a primary natural weapon. The target loses other uses of this limb and may take skill check penalties as a result. A grafted weapon may be damaged and sundered as normal.
• Shape Weapon: Choose one limb capable of wielding a weapon. You may transform this limb into a weapon the target creature is proficient with. This weapon cannot be disarmed and gains an enhancement bonus equal to 1/4 of your caster level (min 0). Ranged weapons produced this way do not come with ammunition. A two-handed weapon still requires an additional limb to wield. This weapon is treated as a manufactured weapon with hardness equal to your caster level. Treat the weapon as having its own hp, normal for a weapon of its type, for purposes of effects that would damage or sunder it. If this weapon has the broken condition when the shapeshift ends, any attacks or skill checks made with the corresponding limb take a -2 penalty to attack rolls for 24 hrs. A DC 15 heal check or magical healing equal to the hit points the weapon possessed remove this penalty.

Odiferous

You may add the following additional traits to your forms:

• Nauseating Spray: Once per minute, as a standard action the target may spray noxious chemicals in a 15 ft. cone. Any creature in this cone must make a Fortitude save with a DC of 10 + 1/2 HD + Constitution modifier or be sickened for 1d6 rounds.
  If you spend an additional spell point when granting this trait, the affected creatures are nauseated for 1d6 rounds on a failed save and sickened for 1 round on a successful save. The size of the cone increases by 5 ft. per 5 caster levels. This counts as a poison effect.
• Inured: The target gains a +2 competence bonus on any save to resist the sickened and nauseated conditions and against poison effects. This bonus increases by +1 per 4 caster levels.
• Stench: The target secretes a stinking chemical offensive to most living things. Any creature adjacent to the target must make a Fortitude save or be sickened until 1d6 rounds after they are no longer adjacent. A creature that saves against this effect is immune to any instance of it from the same caster for 24 hrs. This is a poison effect.

Powerful Limbs

You may add the following traits to your form:

• Powerful Arms: Choose one pair of limbs the target possesses capable of wielding a weapon. With these limbs, you may wield weapons of one size larger without penalty. This does not stack with other effects that allow you to wield larger weapons without penalty, such as powerful build. Additionally, the target increases its overhead lifting capacity by 50%.
• Powerful Claws: Choose one natural attack the target possesses (or pair of natural attacks if granted in pairs such as claws, talons, pincers, etc.). The selected attack or attacks deals damage as if it were one size larger. This size increase stacks with other effects that increase actual and effective size, such as the Size Change Alteration sphere talent or the Encompassing Light talent of the Light sphere.
• Powerful Legs:The target is always considered to have a running start when making Acrobatics checks to jump and treat its move speed as if it were 10 ft. plus 5 ft. per 5 caster levels higher when determining the bonus or penalty to jump checks from movement speed. Additionally, the target’s carrying capacity is increased by 50%.

Protean Mastery

You may add the following traits to your forms:

• Belated Shift: You may spend an additional spell point to leave one trait option unassigned. You may assign any valid trait to this slot at any time as a swift action, or spend a spell point to do so as an immediate action. Once assigned, the trait persists for 1 minute and cannot be changed again until 1 minute after expiring.
• Close Wounds: The target gains the ability to end any ongoing bleed effects it suffers from as a swift action.
• Lycanthropic Hide: The target gains DR 3/silver. This improves by +1 per 5 caster levels.
• Shift Organs: The target gains a 25% ability to ignore critical hits and precision damage, which increases by 25% per 10 caster levels, to a maximum of 100%.

Prickly

You may add the following traits to your forms:

• Spines: The target grows spines, quills, or thorns. These may be treated as armor spikes of their size (1d6 Medium, 1d4 Small, 20x2, piercing) but may be enhanced as natural weapons and may be wielded as a secondary natural weapon if beneficial.
• Spine Launch: You may launch spines as a thrown weapon (1d6 Medium, 1d4 Small, 20x2, piercing) with a range increment of 20 ft. You may draw the spines as a free action and throw them for any attacks you are entitled to normally. Launched spines regenerate at the end of your turn. (Requires spines)
• Piercing Tail: Choose one tail slap attack. You may choose to have this tail slap count as a primary natural attack. This attack deals piercing damage (2d6 Medium, 1d8 Small). (Requires Tail Slap)
• Razor Claws: Choose one type of natural attack that does piercing or slashing damage (bite, claw, etc.). This type of natural attack deal 1 point of bleed damage plus 1 per 5 caster levels. This bleed damage stacks with itself but not other sources of bleed damage.

Tentacles

You may add the following traits to your forms:

• A tentacle attack (Secondary, 1d4, 1d3 small). You may grant this trait multiple times. The effects stack.
• Grab: must be placed on a natural attack. On a successful attack, allows you to make a free grapple check. Does not provoke an attack of opportunity. You may grant this trait once per natural attack.
• Constrict: Deal 1d6 damage (1d4 small) plus your Strength modifier on every successful grapple check.

Twisted Transformation

You may spend a spell point to have your shapeshift deals 1d6 per two caster levels (minimum 1d6) untyped damage to all targets that fail their save against the shapeshift.

You may add the following traits to your forms:

• Flesh Pocket: You rearrange internal organs and muscles to create a pocket inside the target’s body, usually in the abdomen. The opening to the pocket resembles a large scar. The pocket can hold creatures and objects objects up to two sizes smaller than the target. The target gains a +20 circumstance bonus to concealing items in their flesh pocket.
• Seal Eyes: The target must pass a Fortitude save or have its eyes sealed, blinding it.
• Twist Legs: The target must pass a Fortitude save or have one movement speed reduced by 10 ft. plus 5 ft. per 5 caster levels, to a minimum of 5 ft.
• Wrench Stomach: The target must pass a Fortitude save or be sickened while the shapeshift lasts or for a number of rounds equal to your caster level, whichever is shorter. If you spend an additional spell point, the target is instead nauseated on a failed save and sickened for one round on a successful save.

Undead Traits

You may grant the following traits to your forms:

• DR 5/bludgeoning or DR 5/slashing. This improves by 1 per 5 caster levels. At 1oth caster level, this may be changed to DR/Silver or Magic.
• The subject counts as an undead creature when determining if it is healed or harmed by positive or negative energy, such as from a Cleric’s channel energy class feature or the Life sphere.
• A bonus on saving throws against mind-affecting effects, disease, poison, sleep, and stunning equal to half the caster level (minimum 1).
• At 10th level, the target may be granted the blood drain special quality (1d2 Constitution).
• At 10th level, the target may be granted the fear aura special quality (30 ft, always active, creatures entering the area must pass a Will save against a DC of 10 + 1/2 HD + Charisma modifier or be shaken for as long as they are inside the aura; once a creature saves against this effect, they are immune for 24 hours).

Vitality

You may add the following traits to your forms:

• Fast Healing: You may spend an additional spell point to grant the target fast healing 1, increasing by +1 per 10 caster levels.
  Note on unlimited healing: GMs that wish to have limited healing in their campaigns should not allow the Fast Healing trait to be made permanent, along with various limits placed on available items from the Life sphere.
• Glow of Health: The target gains a +2 racial bonus on saves versus death effects, negative energy, poison, and disease, increasing by +1 per 10 caster levels.
• Sleepless: The target gains immunity to magical sleep effects as the elf racial ability.

Vocal Transformation

You may add the following traits to your forms:

• Gift of Speech: The target may speak and supply verbal spell components normally, even if in a form that would normally prevent this.
• Mimicry: The target may perfectly imitate voices and sounds with which it is familiar. The target gains a +10 bonus on Disguise checks to imitate a creature type, individual, or object that they have listened to for at least 10 minutes. These 10 minutes do not have to have been during the duration of the shapeshift. This bonus does not stack with the bonus to Disguise checks from shapeshift, but does increase the bonus to Disguise to imitate a specific individual with the Perfect Imitation talent to +15. (Must be able to speak)
• Roar: The target may roar, howl, growl, or make other threatening vocalizations as a standard action to make an Intimidate check to demoralize all foes within 30 ft. that can hear the sound. This trait may be taken a second time to reduce this to a move action.
• Vocal Theft: The target becomes unable to speak and may not supply vocal spell components or make Perform checks that require singing or speaking.

Modifiers

Greater Transformation

Increase the number of traits you may apply with your shapeshift by 1.

Lingering Transformation

Your shapeshift effects linger for 2 additional rounds after you stop concentrating.

Additionally, when you spend a spell point to continue your shapeshift without concentration, the duration is doubled. This increase stacks with the Extend Spell metamagic feat and other similar effects.

Mass Alteration

When bestowing a shapeshift, you may spend an additional spell point to shapeshift an additional 1 creature per 2 caster levels at the same time. Each target must be within range and must gain the same shapeshift form and traits.

Mimicry

You may study a creature you can see as a full-round action or spend a spell point to instead study it as a swift action.

For the next hour or until you study another creature, you gain a single Alteration talent corresponding to the creature or one of the creature’s apparent features.

A creature you have studied with this feat counts as being familiar for the purposes of the Perfect Imitation talent and the mimicry trait of the Vocal Transformation talent.

Perfect Imitation

Your Alteration sphere abilities allow targets to imitate individual creatures with which you are familiar.

The +10 circumstance bonus on Disguise checks provided by the Alteration sphere applies to Disguise checks to appear as that specific individual. This bonus does not stack with the bonus to Disguise checks from similar effects (the disguise self spell, illusionary disguise talent of the Illusion sphere, the Realistic Likeness feat, etc.).

Your control is detailed and specific enough to allow you to merge your clothing and armor with your body and replicate the appearance of other clothes, armor, and even jewelry. Such articles cannot be removed from the creature’s possession as they are formed from the target’s body. As usual, merged armor provides no AC and any merged equipment cannot be accessed.

Additionally, the option to alter a target’s cosmetic appearance with Blank Form no longer requires a trait if not assuming the guise of a specific individual.

You may add the following traits to your forms:

• Camouflage: Your target may shift its coloration to mimic its environment, granting a +5 circumstance bonus to Stealth checks.

Ranged Alteration

You may shapeshift creatures at Close range instead of Touch range. You may take this talent multiple times. Each time it is selected, increase the range by 1 step (Close to Medium, Medium to Long).

Retain Ability

Choose one extraordinary or supernatural ability dependant on your target’s base form (darkvision, scent, racial breath weapon, etc.). You may choose to allow the target to retain this ability in place of a trait you would normally grant them as part of your shapeshift.

Size Change

As a trait, you may change a creature’s size. You may enlarge or reduce a creature’s size by one category, plus an additional size category per 5 caster levels. You cannot enlarge beyond Huge size, nor reduce a creature beyond Diminutive size.

Creatures gain a +1 bonus to attack rolls and to AC, as well as a +2 bonus to Fly checks and a +4 bonus to Stealth checks for every size category they are reduced, and suffer a -1 penalty to attack rolls and AC, as well as a -2 penalty to Fly checks and a -4 to Stealth checks for every size category they are enlarged. (These numbers are doubled when moving to or from Diminutive size.) Ability scores are also adjusted according to the charts below; these increases and decreases are cumulative for each category increased or decreased (thus, moving from Medium to Huge would cumulate in a +8 bonus to Strength and a -4 to Dexterity).

Table:Enlarge					Table:Reduce
Adjusted Size	Str	Dex	Con		Adjusted Size	Str	Dex	Con
Dimunitive	—	-2	—		Dimunitive	-2	+2	—
Tiny	+2	-2	—		Tiny	-4	+2	—
Small	+4	-2	—		Small	-2	+2	—
Medium	+2	-2	—		Medium	-4	+2	-2
Large	+4	-2	+2		Large	-4	+2	-2
Huge	+4	-2	+2		Huge	-4	—	-2

Advanced Talents

Agile Form

Prerequisites: Alteration sphere

Choose one form that does not possess natural armor. From now on, when transforming into that form, you gain a +3 dodge bonus to your AC, increasing by +1 for every 3 points of base attack bonus you possess.

Characters who gain Acrobatics as a class skill may instead choose to have the armor bonus increase by +1 for every 3 ranks in the Acrobatics skill they possess.

You lose the bonus if you are immobilized or helpless, if you gain any armor or natural armor bonus to AC, or when you carry a medium or heavy load.

Armored Form

Prerequisites: Alteration sphere

You may add the following trait to your forms:

• Armored: Gain +4 natural armor, which stacks with natural armor possessed by your form.
  Your speed is reduced by 10 ft. for every full 30 ft. movement you possess (30 ft. to 20 ft., 40 ft. to 30 ft., 60 ft. to 40 ft.) and you suffer a +3 Maximum Dex Bonus and -4 Armor Check Penalty.

Permanent Transformation

Prerequisites: Alteration sphere, 10th caster level or higher.

When applying a shapeshift, you may spend 2 spell points to change your shapeshift into an instantaneous effect, permanently changing the creature into the new form.

Because this is an instantaneous effect, it cannot be dispelled once placed.

The target is still under the effect of a shapeshift, however, and any caster attempting to apply a new shapeshift to the target (except the original caster himself) must pass a magic skill check as usual; the second shapeshift replaces the first instead of adding to it.

When the second shapeshift’s duration expires, the first shapeshift returns. A second application of a Permanent Transformation can be used to counter the first Permanent Transformation, returning the target to its original form.

Swift Transformation

Prerequisites: Alteration sphere

When applying a shapeshift, you may spend 1 spell point to change the action needed from a Standard action to a Swift action.