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"Someone called for a cleric? Oh, you needed a fighter instead? I'm sorry -- I meant to say that the cleric is on his way. I'm the fighter." -- Jonata Quimbel

Sometimes it's good to be a fighter, able to wield any weapon. Other times, you'd be better off as a rogue, with stealth and the ability to backstab foes. And sometimes, nothing but spells will do the trick. When these situations collide and you need one answer, you need a chameleon.

Chameleons are dilettantes in every class and masters of none. They know enough of each class's skills and abilities to mimic that class effectively. You can masquerade as a fighter, a rogue, or even a wizard or a cleric. Part of it is power, of course -- you learn to harness your own natural energy, shaping it into whichever class you require that day. But the rest is pure attitude -- you are a talented performer, and when you walk into a room with a holy symbol around your neck, people believe you have true faith.

Becoming a Chameleon

A member of any class can become a chameleon -- because, after all, a chameleon can become anyone. The easiest path is through the rogue class, since the rogue's large number of skill points makes meeting the skill requirements easy. Bards also make excellent chameleons, since they are talented performers who already know some magic. Chameleons who were spellcasters have a clear advantage, because their spell lists are not as limited. Chameleon clerics are rare, but extremely valuable, because they can heal and turn undead with more potency than a chameleon merely posing as a priest. The class is also an interesting choice for monks -- their discipline makes it easier to adapt the body to each new role, even if their poor social skills hamper their performances.


Race: Human or Doppelganger.
Skills: Bluff 8 ranks, Disguise 8 ranks, Sense Motive 4 ranks, Spellcraft 4 ranks.
Feat: Able Learner* feat.
Hit Die: d8
*New feat.

Table 5-2: The Chameleon

Level Base
Special --Spells per Day--
0 1 2 3 4 5 6
1st +0 +0 +0 +0 Aptitude focus 1/day (+2) 4 2 0 -- -- -- --
2nd +1 +0 +0 +0 Bonus feat 4 3 1 -- -- -- --
3rd +2 +1 +1 +1 Mimic class feature 1/day 4 3 2 0 -- -- --
4th +3 +1 +1 +1 Ability boon +2 4 4 3 1 -- -- --
5th +3 +1 +1 +1 Aptitude focus 2/day (+4) 4 4 3 2 0 -- --
6th +4 +2 +2 +2 Mimic class feature 2/day 4 4 4 3 1 -- --
7th +5 +2 +2 +2 Ability boon +4, double aptitude 4 4 4 4 2 0 --
8th +6 +2 +2 +2 Rapid refocus 4 4 4 4 3 1 --
9th +6 +3 +3 +3 Mimic class feature 3/day 4 4 4 4 4 2 0
10th +7 +3 +3 +3 Ability boon +6, aptitude focus 3/day (+4) 4 4 4 4 4 3 1

Class Skills (4 + Int per level): Bluff, Concentration, Craft, Disguise, Profession, Sense Motive, Swim, and Use Magic Device.

Class Features

The chameleon's class features allow you to adopt a variety of roles, from armored warrior to spellcaster to sneaky rogue.

You can't use any abilities gained from your aptitude focus, ability boon, or mimic class feature abilities to qualify for a feat, prestige class, or other option. You can use your bonus feat to qualify for such options, but if you change the feat, you suffer the normal drawbacks for no longer meeting a prerequisite or requirement.

Weapon and Armor Proficiency: You gain proficiency with all simple weapons and with all forms of armor, including shields (but not tower shields).

Aptitude Focus (Ex): Once per day, you can select one of five areas upon which to focus your ever-shifting talents. After meditating for 1 hour, you gain the chosen abilities for 24 hours or until you change your aptitude focus. An aptitude focus ability is usable once per day at 1st level, twice per day at 5th level, and three times per day at 10th level.

At 5th level, you can change your aptitude focus one time per day, and at 10th level you can change your aptitude focus two times per day. If you change to the arcane focus or divine focus ability, you must still obey the normal rules for preparing spells (including any rest required).

Arcane Focus: You gain the ability to prepare and cast arcane spells, which may be chosen from the spell list of any arcane spellcasting class. You prepare and cast these spells just as a wizard does, including the use of a spellbook (chameleons often use stolen or borrowed spellbooks; see page 178 of the Player's Handbook for details). Your spells per day are noted on Table 5-2: The Chameleon. You gain bonus spells for a high Intelligence score, just as a wizard does. When Table 5-2 indicates that you get 0 spells per day of a given spell level, you gain only the bonus spells you would be entitled to based on your Intelligence score for that spell level. Your caster level is equal to twice your class level.

You also gain a +2 competence bonus on Knowledge (arcana) checks and Spellcraft checks and a +2 bonus on Will saves; at 5th level, the bonuses improve to +4.

Combat Focus: You gain proficiency with all martial weapons. You also gain a +2 competence bonus on attack rolls and weapon damage rolls and a +2 bonus on Fortitude saves. At 5th level, the bonuses improve to +4.

Divine Focus: You gain the ability to prepare and cast divine spells, which may be chosen from the spell list of any divine spellcasting class. You prepare and cast these spells just as a cleric does, except that you cannot spontaneously cast spells. You can only prepare new divine spells at sunrise. Your spells per day are noted on Table 5-2: The Chameleon. You gain bonus spells for a high Wisdom score, just as a cleric does. When Table 5-2 indicates that you get 0 spells per day of a given spell level, you gain only the bonus spells you would be entitled to based on your Wisdom score for that spell level. Your caster level is equal to twice your class level.

You also gain a +2 competence bonus on Knowledge (religion) checks and a +2 bonus on Fortitude and Will saves; at 5th level, the bonuses improve to +4.

Stealth Focus: You gain trapfinding (see page 50 of the Player's Handbook), uncanny dodge (see page 26 of the Player's Handbook), a +2 competence bonus on Disable Device, Hide, Move Silently, Open Lock, and Search checks, and a +2 bonus on Reflex saves. At 5th level, the bonuses improve to +4.

Wild Focus: You gain wild empathy (see page 35 of the Player's Handbook; treat your druid level as equal to your class level), woodland stride (see page 36 of the Player's Handbook), a +2 competence bonus on Climb, Handle Animal, Jump, Knowledge (nature), and Survival checks, and a +2 bonus on Fortitude saves. At 5th level, the bonuses improve to +4.

Bonus Feat (Ex): At 2nd level, you gain a bonus feat. You must meet the prerequisites for this feat. At the start of each day, you can choose to change your bonus feat to any other feat for which you meet the prerequisites.

Mimic Class Feature: At 3rd level, you gain the ability to mimic a certain class feature possessed by other characters. Once per day, you can use any of the class features described below. At 6th level, you can use this ability twice per day (either to mimic the same class feature on two different occasions or two different class features at separate times). At 9th level, you can use this ability three times per day.

Evasion (Ex): As an immediate action, you can avoid damage from certain attacks with a successful Reflex save. You can activate this ability after you have rolled a successful Reflex save, but before you have taken damage. This ability lasts for 1 minute. See the monk class feature, page 41 of the Player's Handbook.

Rage (Ex): You can fly into a screaming blood frenzy. See the barbarian class feature, page 25 of the Player's Handbook, except that the duration of the rage is 1 round + 1 round per point of your (newly improved) Constitution modifier.

Smite (Ex): You can smite a foe with a normal melee attack. You add your Charisma bonus (if any) to the attack roll and deal 1 extra point of damage per class level. See the paladin smite evil class feature, page 44 of the Player's Handbook.

Sneak Attack (Ex): You can deal an extra 1d6 points of damage per three class levels when flanking an opponent or any time the target would be denied its Dexterity bonus (except on ranged attacks, which must be point-blank to deliver the extra damage). See the rogue class feature, page 50 of the Player's Handbook. Treat your rogue level as equal to your class level for the purpose of defeating improved uncanny dodge.

Turn/Rebuke Undead (Su): You can turn or rebuke undead creatures (your choice when activating the ability) by channeling the power of your faith through a holy symbol. See Turn or Rebuke Undead, page 159 of the Player's Handbook. Treat your cleric level as equal to your class level.

Ability Boon (Ex): At 4th level, when choosing an aptitude focus, you also gain a +2 competence bonus to an ability score of your choice. This bonus lasts until you change your aptitude focus. At 7th level this bonus improves to +4, and at 10th level to +6.

Double Aptitude (Ex): At 7th level, you can adopt two aptitude focuses in the same amount of time it previously took for you to adopt one. For example, you could adopt both the combat focus and the wild focus to mimic a ranger, or the divine focus and arcane focus to mimic a mystic theurge. You can't adopt the same aptitude focus twice simultaneously. You can still only adopt as many focuses per day as indicated by your aptitude focus ability.

Rapid Refocus (Ex): At 8th level, you gain the power to change your aptitude focus in only 10 minutes.

Playing a Chameleon

Most people spend their lives defined by a single class, a single set of abilities. Mages curse their inability to wear armor and wield weapons. Fighters desperately wish they had magic. Rogues long for strength to go with their guile, and priests wonder what it must be like to be stealthy. But not you. You can become any of those classes, any time you want. You have no limits. Some days you have magic, and other days you're a fierce warrior, a talented sneak, or a clever hunter. Whatever you need to be, you can become.

Every chameleon is trained at the School of Broad Horizons, also known by its students as Mimic Mansion. In many ways this school is a monastery, a reclusive compound where teachers break students of old habits and force them to rely on new skills and abilities. Even after you leave, you are not free of the Mimic Mansion. Your superiors expect you to report in regularly on your activities. Sometimes they require you to undertake assignments for them, usually with no explanation. But you always obey. Really, you have no choice -- you owe everything to the school, and you know it. Besides, you never know when someone nearby might be another chameleon, watching you and reporting on your behavior.


How you fight depends entirely on your persona for that day. If you're playing a fighter or a paladin, you charge into the fray, weapons drawn. As a barbarian, you usually race around the edges, harrying opponents with your speed. When you're a rogue, you sneak in and attack from behind. As a spellcaster, you'll probably stand back and use your spells to their best advantage, though you may wade in with your staff or mace after that. Given a choice (and time to switch), you'll choose whichever class your comrades most need -- usually either a fighter or a spellcaster.

The worst combat situation for you is an ambush. You have no time to prepare a fighting persona, so you have to make do with your current role, whatever that is. Fortunately, you always have your knowledge, skills, and your ability with weapons. Arcane spellcasters don't use heavy weapons or armor, so if you're properly equipped you can target the enemy's mages and take them down quickly. And if you have spells that day, no one expects you to suddenly draw a sword and hack them down, which gives you the advantage of surprise. You wear armor under your robes for just such an occasion.

At higher levels, you can actually change your class in the middle of the day. This gives you much more flexibility, knowing that you can expend all your resources in a given fight and come back fully recharged after a brief rest. Imagine starting the day as a spellcaster, exhausting your spells, and then switching to a fighter -- especially if the spells you selected have durations that extend into your second aptitude.


Chameleons look for people with good natural abilities, open minds, and a knack for performance. Once a potential recruit is selected, they watch her for several days before offering an invitation to a retreat. Chameleons only invite those with a true desire for change, and those who have the mental strength to focus their energies to tap their potential.

At the retreat, you and the other recruits meet several chameleons who demonstrate their varied skills. Of course, meeting someone who can cast spells but also claims she is a fighter is not very convincing. But the next morning, when that same person works up a barbarian rage or sneaks up and steals your pouch, you begin to believe. Then the chameleons offer you a choice. You can decline their offer and return to your normal life -- the chameleons are only passing through (local chameleons never participate in the retreat), and you won't ever see them again. Or you can embrace your destiny and travel to the School of Broad Horizons to begin your training.

Life at Mimic Mansion is not easy. The compound has no luxuries, and you are forced to endure long days, harsh conditions, and difficult assignments. To be a chameleon requires mastery of the physical, mental, and spiritual, and it forces you to look past frivolous desires and concentrate on your real goal: to break free of your old mind-set. The chameleons teach that every person has the potential to become a member of every class -- everyone can cast spells, everyone can walk through the woods unnoticed, everyone can unleash a raging fury in battle or sneak up on their enemies. But society teaches that each person can only excel at one role. The chameleons shatter this notion. They force you to realize the only thing stopping you from doing everything, acquiring every talent, is your own lack of belief. Once that barrier has been overcome, they teach you to master each ability. But being a chameleon is more than discovering you can cast spells and fight, rather than one or the other. Using each ability requires the right mind-set, for you are not merely pretending to be a fighter or wizard. When you channel those abilities, you actually become a member of that class for the day. Your power comes from that self-confidence, and your acceptance of a destiny greater than society would allowed.

You earn full chameleon status by passing a final exam, which involves masquerading in each of your many roles. You simply need to convince someone that you are, in fact, a member of a given class. Once you have persuaded a new person for each class, you graduate from the mansion and you are given a small tattoo of a chameleon in the space between your first and second finger. This identifies you as a chameleon, and allows you to prove your identity to other chameleons you may meet.

After entering this class, you should always keep your Bluff skill at the highest rank possible. This skill is paramount to chameleons, for obvious reasons. Disguise is also useful, since sometimes you need to become a new person when you change your skill set.

Several of the key skills required in pulling off a successful impersonation of another class (such as Disable Device, Open Lock, Handle Animal, and various Knowledge skills) can't be used untrained, so a few ranks in each are vital. Spellcraft is also important -- it allows you to study spellcasters and their methods, which means you can mimic them more accurately.


Mimic Mansion provides its graduates with the basics for their transformations. These include armor, weapons, thieves' tools, a holy symbol (fake), and a spellbook (written in gibberish). When sending someone out on a mission, the school can provide additional resources if necessary. It expects such items to be returned after the mission is complete.

Chameleons are expected to be self-sufficient whenever possible. They are also required to maintain the secrecy of their class, and of the school, at all costs -- any chameleon who is captured and interrogated is given up for dead by the school. The best she can hope for is that another chameleon will sneak in to kill her quickly.

Chameleons in the World

Chameleons add spice and intrigue to your game. They are unpredictable, and will keep the other characters guessing as to their true class, abilities, and motives. But chameleons are also very useful to a party. They can cast spells, sneak, fight, and even heal (to a degree), as the occasion requires. But Mimic Mansion has its own agenda, and this can cause tension within the group, or get the entire party into a sticky situation.

Organization: Every chameleon owes his allegiance to the Mimic Mansion and its senior instructors. What many do not learn until after they graduate is the school's true purpose. Teaching people to access their full potential is only a means to an end. The school's real goal is to create an army of untraceable assassins, people who can become anyone and use any abilities required to get the job done.

The School of Broad Horizons was founded by a man named Salazar. Salazar was an assassin, and an extremely good one, but he kept running up against bodyguards who could cast spells, or fighters who could heal. "If only I could do those things," he kept thinking, "I could beat them at their own game, and no one could stop me." One day, Salazar heard about a monk who claimed that everyone had the potential to become anything they desired. He sought out the holy man, though it took years to find him, and pretended to be a humble man fed up with his lot in life. The monk, whose name was Seng Li, believed Salazar's lies, and accepted him as a student. After several more years, Salazar finally mastered the power to switch skill sets and access all of the abilities he had within him. He then killed the monk and returned to his home city.

But Salazar was now older, and no longer fast enough and strong enough to accept jobs himself. So he selected three young men, each of them fed up with their place in life, and offered to train them. These men became the first chameleons, and Salazar accepted jobs on their behalf. Most of the assignments were assassinations, but some were robberies or information-gathering or even protection. With the money from these jobs, Salazar built the compound, and sent his protégées out to find more students. And thus the School of Broad Horizons began.

Salazar still runs the School himself, though most of the students know him only as Master Sallah and see him rarely. With his senior trainers (his original students), he coordinates the activities of the school's graduates, and his agents pass along job offers which he accepts or rejects based upon his own assessment. When accepting a job, Salazar finds out what chameleons are in the area, and assigns one the task. His agents then convey instructions to the selected graduate, who is expected to comply without question.

Chameleons who prove their loyalty, and also their lack of scruples, can become agents themselves. An agent handles a particular city or region, and lives there, establishing a cover identity. He reports back to the school every week, detailing not only his own activities but the whereabouts and actions of every chameleon in the area. Other chameleons report in to the agent when they arrive, and then check back in before leaving.

Agents who demonstrate their worth may be offered a position as trainer at the mansion, or as a recruiter. Recruiters have no fixed home, but wander from place to place, convening to hold retreats whenever an agent finds a potential recruit. If the recruit seems worthy, they escort him back to Mimic Mansion to begin his training.

Trainers live in the compound, and spend all of their time teaching new students. Like agents, however, trainers are allowed to wallow in luxury, since they no longer need to maintain themselves as carefully.

Some chameleons react poorly to news of their school's real mission, and refuse to handle illegal assignments. Salazar has ways to force their compliance, but this sometimes fails, and a few chameleons have gone rogue. They are actively hunted by agents and recruiters, and are targeted for death on sight. But chameleons excel at masks, and some still wander the world, using their talents as they see fit rather than as Salazar demands.

Reactions: Commoners, businessmen, and rogues are fascinated by chameleons, and marvel at their versatility. Fighters, barbarians, and rangers may feel the same, but also become annoyed that their own skills are so easily reproduced. Sorcerers and wizards dislike chameleons, and sneer that true magic cannot be so easily acquired -- they like to lord over the chameleons the fact that they, at least, can gain new spells as they advance. Clerics, druids, and paladins hate chameleons, and actively seek to expose them -- these charlatans pretend to have divine powers, which insults the gods and those who receive their genuine favor.

Chameleon Lore

Characters with Knowledge (Area) or both Gather Information and Perform can research the Chameleons to learn more about them.

DC 10: "Sometimes, people aren't what they seem. And some of them can seem to be anyone. Like a human chameleon, they blend in."

DC 15: "These people can masquerade as fighters, mages, thieves -- anything."

DC 20: "Somehow they learn to mimic each race's abilities, even spellcasting. And they all train at a school somewhere."

DC 30: "Sometimes, these chameleons just seem to be traveling. But sometimes strange deaths or burglaries occur when they're around. And, after all, who'd make a better assassin or thief than someone who can be anyone?"

Chameleons in Your Game

It is easy to bring a chameleon into your game, since they can have the special abilities of any other class. If you need a cleric, or a druid, or a fighter, or any other class in particular -- you can make due with a chameleon. And their ability to switch class sets makes them far more versatile than other classes, even if they can do less within each class. At the same time, chameleons are spies, thieves, and assassins. They will join any party that is going toward their own goal, both for company and for camouflage.

Chameleons can be fun to play, because they let players dabble in all of the existing classes without being tied to one. But the class's darker side also makes them fun to roleplay, especially if the character has qualms about his assignments and is considering quitting the organization. The best way to make a chameleon character happy is for them to be useful. Parties that have one of every class may not need a chameleon, but a group with no arcane spellcasters and no rogues will be desperate for their skills. Give them things to do that require changing skill sets, and make sure they have assignments from Mimic Mansion occasionally to complicate matters.

Adaptation: Chameleons can be made completely nonmagical, where they have no spells but use sleight of hand to make things "disappear," and potions or powders to create smoke, fog, and fire. They could be made completely magical as well, or even psionic, using spells or psionics to actually change themselves into other classes.

If you're using the Eberron Campaign Setting, the chameleon prestige class should be available to changeling player characters as well as humans and doppelgangers.

Encounters: Chameleons are most common in cities and larger towns. They watch any newcomers, both to gauge any threats and to examine possible new recruits. Chameleons on a mission can go anywhere, from the richest court to the poorest hovel.

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