A profession pursued by some rare humans and half-orcs, skinwalking is in many ways the Arcane equivalent of druidism. Lower levels grant some spellcasting ability and a small number of useful semi-permanent abilities. Higher levels allow Skinwalking Witches to either mimic huge, legendary creatures for protracted amounts of time, or personally tailor their forms into some new wonder.

Alignment: any, generally not lawful
Hit Die: d8

Class skills:
Craft, Fly, Heal, Intimidate, Knowledge (arcana, history, nature), Profession, Spellcraft, Survival, Use Magic Device
Skill Ranks 2+Int mod

Skinwalkers are proficient with all simple and natural weapons but no forms of armour or shield
Their Base Attack Bonuses and saves progress as per the Bard table.

Nature Sense: +2 bonus to Knowledge (nature) and Survival checks

By consuming their own weight of an appropriate target, skinwalkers can acquire a Shift. Shifts last for the Skinwalker’s level in days if they are not renewed by consuming more appropriate material, and can include the relevant Appearance (+20 to disguise), Size (as limited below), one form of Natural Attack (non-magical), or any one other quality listed in:

1st level, alter self, tree shape,
3rd level beast shape I
5th level, beast shape II, elemental body I
7th level, beast shape III, elemental body II, plant shape I
9th level, beast shape IV, elemental body III, plant shape II,
11th level, elemental body IV, plant shape III, giant form I, barkskin
13th level, form of the dragon I, giant form II, stone skin
15th level, form of the dragon II, iron body
17th level, form of the dragon III, gaseous form
20th level, ethereal jaunt

Note that finding enough fresh meat to sustain a dragon form over time is very difficult, that consuming large or huge creatures is time consuming (shifts are held from when the meal is finished) and increases the amount of material needed to gain new shifts, and that the endure elements spell is key to the use of Elemental Body shifts. Witches gain the capacity to hold one shift at 1st level, and an additional shift at every even level. One Shift can be changed per day at 1st level, two can be changed per day at 10th, and three at 20th, At 12th level one of the Witch’s Shift slots doubles in duration (to 2*level), a second slot doubles at 16th, and again at 20th.

At 4th level and above Shifters can choose monstrous feats instead of normal feats, but in order to use them they must fulfil all requirements at the time of use.


Skinwalkers cast arcane spells drawn from the Skinwalker spell list (see below). To Learn or Cast a spell, Skinwalkers must have an int score equal to at least 10+ spell level. DC for any given spell is 10+the spell level+the Witches Int modifier.

Spell casting progression: As druids.

Skinwalking Witches choose and prepare their spells ahead of time after 4 hours of rest and having eaten the greater proportion of at least one recently living creature. Skinwalkers begin play knowing all 0th level spells and 2+Int modifier 1st level spells. At each new level one new spell of any spell level or levels that can be cast are added. Witches can also teach each other spells they know, or (if literate) learn spells from scrolls (destroying the scroll). Finally, significant periods of time spent borrowing a given animal’s form adds a bonus spell known every two levels, dependent on animal.

Skinwalker spell list:

0: Bleed, Daze, Detect poison, guidance, resistance, stabilize, touch of fatigue
1: cause fear, chill touch, command, comprehend languages*, daze monster, disguise self, expeditious retreat*, feather fall*, endure elements, enlarge person* , divine favour, detect animals or plants, jump*, longstrider*, mage armour*, magic fang, pass without trace*, Speak With Animals*, Summon Nature’s Ally I, reduce person*, lesser restoration, cure light wounds, inflict light wounds, hypnotism
2: Eagle’s splendour*, animal messenger, cat’s grace*, alter self, fox’s cunning*, rage*, speak with plants, owl’s wisdom*, bull’s strength*, bear’s endurance*, delay poison, heroism*, resist energy*, barkskin*, spider climb*, remove paralysis, cure moderate wounds, web (touch only), see invisibility, fly*, summon nature’s ally II, haste*, invisibility*, augury, death knell, enthrall, scare, tree shape
3: remove disease, water breathing*, good hope, summon nature’s ally III, cure serious wounds, command plants, darkvision*, greater magic fang, arcane sight, beast shape I, charm monster, suggestion, vampiric touch
4: Freedom of movement*, neutralize poison, summon nature’s ally IV, cure critical wounds, restoration, commune with nature, stoneskin*, Elemental body I, beast shape II, overland flight, polymorph, divination, fear, locate creature
5: summon nature’s ally V, Elemental Body II, beast shape III, plant shape I, transformation, greater heroism, find the path, heal, harm, true seeing, blight, dominate person,
6: Beast shape IV, form of the dragon I, plant shape II, elemental body III

spells marked with * are self only, regardless of the spell description.

Example shift forms at 7th:

Nothing But Teeth
1: Size: Huge (+6 Str, -4 Dex, +6 natural AC)
2: Dire Wolf Bite (1d8)
3: Dire Wolf Bite (1d8)
4: Dire Wolf Bite (1d8)
= 3 bite attacks per round, at +3 to normal melee attack, +3 to damage, +4 to AC

Time To Go
1: Elemental Flight (60ft, perfect)
2: Elemental Swim (60 feet)
3: Earth Glide
4: Elemental Armour (+5 natural AC)

Skinwalking witches begin play with no gold, and benefit from high intelligence, strength, and constitution scores.


Unnatural 20 umbriel