3.75 Update General Policy

I've put up a few updates to 3.5 classes that weren't core classes and were inadequate in the 3.75 (or in some cases, the 3.5) environment. I feel that making my approach more clear may help answer some questions about the changes I've made.

Rule #1
Mastery Is Achieved When There Is Nothing Left To Take Away
If a mechanic never comes up or almost never comes up, I don't see much point to devoting the space to it. Likewise, if a mechanic is needlessly complex, I see no reason to implement it, especially if there's a simpler way of doing it.
Example:
Grace (Swashbuckler): Grace adds a total of +3 to the Swashbuckler's Reflex Save. This is a typeless bonus. It only applies when the Swashbuckler is unencumbered by weight or armor. Unlike having a good reflex save, it doesn't help the character qualify for Prestige Classes, and it only gives half the bonus, and then only during certain scenarios. This ability is narrow and convoluted.

Rule #2
Only Zombies Have Dead Levels
Using the Core classes from 3.5, Level 5 was all over the place. The Wizard and Cleric gained the ability to fly, to launch fireballs, and to create zombies. The Fighter got a point of base attack. The goal in 3.75 updates is that no class should ever have a "dead" level, i.e., a level with no class features. In general, gaining spells known doesn't count as a feature, but opening up a new spell level does. In the case of Classes like the Warlock and Wilder, where spells (or the equivalent) are learned infrequently, they do count as a class feature. Likewise, special spells that are granted infrequently (like the Exotic Learning on my 3.75 Wu Jen) also count. The difference is largely whether I feel what's given at a level is something to look forward to. Note that class features need not all be great; sometimes you get Smite Evil, and sometimes you get Trap Sense. This is largely done for balance purposes, and is balanced against the idea of "something to look forward to."
As a side effect, making sure every class gets something at every level also makes Racial Hit Dice more significant. I know a die of Monstrous Humanoid in 3.5 was really no worse than an odd level in Fighter.
Example:
Swashbuckler Dodge Bonus. +1 to AC isn't exactly earth-shattering, but it's nice to have. Plain and simple.

Rule #3
There Are Non-Casters Above Level Ten
3.5 was notorious for some classes simply not being viable above a certain level. The Epic Level progressions for Fighter and Ranger were somewhat naive, as even by level 15, a straight Fighter would find himself so far behind the casters that he could never catch up. While I don't want every class to be as powerful as a Wizard at level 15 (because few are as weak as a Wizard at level 1) I feel that every class should at the very least be able to do something neat, something that makes a player want to take it up that high. A factor here is that getting to level 20 is not something most people do (I like the idea that most people are levels 1 to 6), and reaching that level of personal strength should allow some pretty impressive stunts.
Example:
Dancing on Sabres (Extraordinary Style Crowning Achievement). This ability is not the most powerful ability, but it's really freaking cool. Nothing quite shows the effortless grace of a Swashbuckler like hopping up onto a foe's weapon and laughing at him as he tries to shake you off, chopping bits off him all the while.

Rule #4
Superman Is Not Level 6
By the same token, the first five levels are the most important to watch. These are the levels where casters should be the shakiest and fighters should still be watching their backs. Not only can a class that's too powerful at low level cause problems in a lower level game, it can cause problems when it gets multiclassed in a midlevel game.
Example:
My original draft of Samurai gave it an ability called Iajutsu Strike that gave him an attack dealing +3d6 on attack at will as a standard action. At level 6, this wasn't as bad; while the other warriors are making 2 attacks, he's still only making one, but the tactical abilities of a standard action showed me the reason this mechanic was difficult to balance was because it wasn't balanced. Hence I took the class in another direction.

3.75 Update: Ronin

In most cases, I won't be updating Prestige Classes; part of the point of 3.75 was to make the base classes worth taking to level 20, so amping up Prestige Classes just promotes power creep. However, the Ronin is a special case because of his link to the Samurai.

Role: The Ronin is a warrior who has forsaken his code of honor, and fights for himself. He is thus classes as a Striker.
Abilities: The Ronin values Strength to aid him in melee combat. His own rage, represented through his Charisma score, is also important to the Ronin.
Hit Die: d10


BECOMING A RONIN
Alignment: Any non-lawful
Feats: Weapon Focus (any melee weapon), Any 1 additional Combat feat.
Base Attack Bonus: +6
Special: If the character possesses any levels in a class that requires a Code of Conduct, he must have committed a breach of at least one such code. Otherwise, he must have either committed an action or been born into a situation in which he has been cast out from a particular group.

Class Skills: Bluff, Climb, Craft, Handle Animal, Intimidate, Knowledge (History, Nobility, and Religion only), Linguistics, Perception, Profession, Ride, Sense Motive, Stealth, Survival, Swim
Skill Points Per Level: 4+INT
Base Attack Bonus: Full (as Fighter)
Good Save: Fortitude
Bad Saves: Reflex, Will
Weapons and Armor Proficiency: A Ronin is proficient with all simple and martial weapons. He gains no other new proficiencies.

Class Features
1-Infamy, Sneak Attack +1d6, Fury (Bloodlust)
-Infamy (Ex): A Ronin is, for better of for worse, marked as an Outcast. When dealing with an NPC member of the organization that has cast him out, that NPC's default attitude regarding him is automatically one category lower. In addition, the DCs of all Bluff, Diplomacy, and Intimidate checks made to influence that NPC out of combat are doubled. Infamy does not affect attempts to demoralize in combat. Furthermore, the organization he has been cast out of will watch the Ronin actively if he enters their sphere of influence (as determined by the DM). Certain individuals or organizations may sympathize with the Ronin (usually opponents to the organization that has cast him out), and the DM may choose to grant a +4 bonus to Bluff, Diplomacy, and Intimidate checks to the Ronin when dealing with such individuals outside of combat.
-Sneak Attack (Ex): For a Ronin, fights are rarely fair on the side of his foes, and he adapts his style accordingly. Whenever a Ronin hits an opponent who is flanked (whether by the Ronin or not) or who is denied their Dexterity bonus to Armor Class, he deals an additional 1d6 damage. Sneak Attack is a precision attack and therefore is only functional if the Ronin can aim his blows properly and thus any attacks must be made within 30 feet of his target. Likewise, any foe that does not possess weak spots (such as those immune to critical hits) is immune to Sneak Attack. When attacing a foe with Uncanny Dodge, use the Ronin's class level as his effective Rogue level. If the Ronin already has sneak attack, the bonus damage stacks. A Ronin gains an additional d6 of Sneak Attack every 3 levels (1st, 4th, 7th, and 10th).
-Fury: The Ronin is either a defiler of justice or a victim of it. As such, he has a deep-seated rage that brews within him that he may release when he sees fit. This well of anger is represented in game with a pool of points called Fury. A Ronin has a number of Fury points available each day equal to his class level plus his Charisma modifier. He may spend these points using abilities he gains as he progresses.
-Bloodlust (Ex): As long as he as least one point in his Fury pool, a Ronin's barely-suppresed rage lends him a willingness to fight, adding half his class level (minimum +1) to Initiative checks.
2-Bonsai Charge
-Bonsai Charge (Ex): A Ronin's fury can lead him toward a battlefield presence that is both reckless and relentless. Whenever a Ronin charges, he may take a penalty to his armor class up to his class level, including the normal -2 penalty for charging. If his attack (or attacks, if he possesses the ability to make multiple attacks after a charge) hits, he deals an amount of bonus damage per hit equal to the penalty he has accepted. A Ronin cannot take a penalty that is less severe than -2 using this ability. This bonus damage and AC penalty remain in effect until the beginning of the Ronin's next turn. Using a Bonsai Charge does not cost Fury, but a Ronin cannot use a Bonsai charge unless he has at least 1 point available in his Fury pool.
3-Furious Attack
-Furious Attack (Su): At level 3, a Ronin may channel his fury into a melee attack. Declaring a Furious Attack is a free action performed as part of an attack roll. A Furious attack may be made only once per round and costs 1 point from the Ronin's Fury pool. If a Furious attack hits,the Ronin deals +1d6 fire damage per two class levels. In addition, a Furious attack overcomes any Damage Reduction the foe might possess.
4-Sneak Attack +2d6
5-Bonus Feat, Fury (Vendetta)
Bonus Feat: A Ronin's combat style improves constantly. He may choose a bonus Combat Feat at levels 5 and 9. He must meet all prerequisites for that feat.
-Vendetta (Su): A Ronin reacts violently to thus who have acted violently against him. Whenever a foe deals a Ronin hit point damage, he gains a +1 morale bonus to attack and damage rolls against that opponent until the end of the Ronin's next turn. This ability only functions if the Ronin has at least 1 point available in his Fury pool.
6-Filled With Fury
-Filled With Fury (Su): Upon reaching level 6, a Ronin can let his Fury overcome him. Becoming Filled With Fury is a Swift action that costs 1 point of Fury. He may then maintain this state as a free action for the cost of 1 point of Fury each round. While Filled With Fury, a Ronin gains a +2 bonus to his Strength and Constitution scores and may make one additional attack as part of a full attack. Being Filled With Fury interferes with his thought processes, and a Ronin in such a state is under all the limitation of a Barbarian in a state of Rage. In addition, a Ronin's Fury must have a target; he automatically drops out of this state at the end of a round in which he made no attack rolls. When a Ronin ceases to be Filled With Fury, he is fatigued for one minute. If a Ronin falls unconscious (including sleep or death) while Filled With Fury, the state ends immediately. A Ronin cannot become Filled With Fury while fatigued.
7-Sneak Attack +3d6
8-Fell The Weak
Fell the Weak (Su): A Ronin knows that, when faced with multiple foes, it is often better to kill one than to wound several. As such, a Ronin becomes keenly aware of which foes are close to death and becomes skilled at dispatching them. As a swift action, a Ronin may assess the health of a foe within 30 feet. All this assessment tells him is whether the foe he is assessing has hit points below one-quarter total (as a yes or no question. This ability does not tell the Ronin the foe's hit point total or any other information).
Whether or not a foe has been assessed, a Ronin may attempt to kill a weakened foe. He spend 1 extra Fury on a Furious Attack against a foe he believes to posses one-quarter or less of their normal hit point total. If the attack hits and the foe has the required amount of hit points, the attack does double damage. If the attack was a Sneak Attack or had any other variable damage amounts, these abilities are also doubled. If the foe possessed too many hit points, the attack deals damage as a normal Furious Attack. If the attack misses, the Fury is lost to no effect.
9-Bonus Feat, Fury (Scorn)
-Scorn (Su): A Ronin's fury lets him ignore lesser blows. Whenever a Ronin of level 9 or higher is dealt damage of any kind that is equal to or less than the amount of Fury left in his pool, that damage is negated.
10-Sneak Attack +4d6, Killing Strike
-Killing Strike (Su): A Ronin understands that sometimes a foe must be felled before they are a threat. At level ten, he can exercise deadly precision as none other. When he make a Furious Attack that qualifies for Sneak Attack damage, he may spend 2 extra points of Fury to attempt a Killing Strike. If he does so and the attack hits, all damage dice in the attack (including Furious Attack, Sneak Attack, the weapon's die, and additional enhancements on the weapon) are maximized. If Ronin is attempting to Fell the Weak, all damage is maximized and then doubled.

Ex-Ronin
Should a Ronin become Lawful, his Fury is subdued. His Fury pool empties and cannot refill until he ceases to be Lawful.

Ronin and Ex-Samurai
The Ronin and the Samurai are classes that are permanently linked. If a disgraced Samurai gains a level in Ronin, he may treat his Fury pool as it were a Kiai pool. However, Fury is distinctly different from Kiai; any time a Kiai ability being fueled by Fury would reference the Ronin's Wisdom, it references his Charisma instead.
Becoming a Ronin has an added effect for Ex-Samurai; to take up the mantle of the Ronin is to formally reject his status as a Samurai. Once an Ex-Samurai has taken a level of Ronin, he can never again gain another level of Samurai, and can never again atone for his actions.

3.75 Update: Samurai

Role: The Samurai is a warrior with a strict code of honor. Thus, he is classed as a Defender, making the safety of his allies a personal priority.
Abilities: The Samurai relies on Constitution so that he is fit to take the punishment he keeps others from suffering. Many of his abilities focus on his Wisdom score, and a high Strength score will help the Samurai in melee combat.
Alignment: Any Lawful. Samurai live by a rigid code of conduct that permits no deviation.
Hit Die: d10
Class Skills: Climb, Craft, Diplomacy, Handle Animal, Heal, Intimidate, Knowledge (History, Nobility, and Religion only), Linguistics, Perception, Profession, Ride, Sense Motive, Survival, Swim
Skill Points per Level: 4+INT
Base Attack Bonus: Full (as Fighter)
Good Saves: Fortitude, Will
Bad Save: Reflex
Weapons and Armor Proficiency: A Samurai is proficient with all simple and martial weapons and with all types of armor (light, medium, and heavy). He is not proficient with shields.
Class Features
1-Kiai Pool, Daisho Bond (Bonded Weapon), Way of the Warrior (Courage)
-Way of the Warrior (Su): Upon taking up the mantle of Samurai, a warrior swears himself to the code of Bushido. He pledges to respect legitimate authority, protect those who cannot protect themselves, and stand up against those who would rely on deception or trickery. His commitment grants him strength, but restricts his actions. Should the Samurai break his vows or cease to maintain a Lawful alignment, his Kiai pool empties and cannot refill until his alignment again becomes Lawful and he atones for his actions.
Courage: At level 1, a Warrior’s commitment to the ideals of Bushido grants him resolve. He adds his Wisdom modifier to all saves against Fear (minimum +1) as long as he has at least 1 point in his Kiai pool.
-Daisho Bond (Bonded Weapon) (Su): A Samurai’s connection to his weapon goes beyond physical. At level one, a Samurai selects a simple, martial, or exotic melee weapon he has in his possession. He gains Weapon Focus (and proficiency, if applicable) with that weapon and becomes bonded to that specific weapon, investing a slowly increasing amount of his soul into the weapon. This investment manifests in increasing strength as the Samurai gains level.
Likewise, a Samurai may choose to bond to more than one weapon, provided he can wield them simultaneously. (For example, most humanoids can wield up to two weapons at once, but a Samurai with four arms could bond to one to four weapons). If he does so, he may distribute the bonuses he receives for his Daisho (including Weapon Focus) as he likes, but receives no additional bonuses.
A Samurai also gains the ability to cast Locate Object as a spell-like ability at will, targeting only his Daisho, using his Samurai level as his caster level. If his Daisho is lost, a Samurai must look for it for at least one hour each day until he finds it; failing to do so constitutes a break of his code of Bushido. If he gives up or if his Daisho is lost, he loses 500XP per Samurai level. One week after accepting this loss, he may bond himself to a new Daisho.
-Kiai Pool (Su): A Samurai fights not just with his body but also with his soul. This reserve of mystical energy is represented in game terms by a pool of Kiai points. A Samurai has an amount of Kiai in his pool equal to half his Samurai levels plus his Wisdom modifier (rounded down, minimum 1). A Samurai’s Kiai pool completely refills after 8 hours of rest.
2-Bonus Feat
-Bonus Feat: At level 2 and every 5 levels thereafter (7, 12, and 17), a Samurai gains a bonus Combat Feat. He must meet all prerequisites for that feat, but may use his Samurai level as his Fighter level for the purpose of qualifying for these feats. If he selects a feat that applies to a specific weapon, he must choose his Daisho.
3- Kiai Smite
-Kiai Smite (Su): A Samurai exercises great control over his emotions, but does not repress them entirely; rather, he channels them to useful ends. Once per round, a Samurai can declare a Kiai Smite against a foe for 1 point of Kiai. A Kiai Smite is a free action made as part of a melee attack. When a Samurai uses his Kiai smite, he adds his Wisdom bonus to the attack roll. If the Samurai has witnessed the target hit an ally with an attack, spell, or similar aggressive action, he also adds his class level to damage. In either case, a Kiai smite counts as Lawful for the purposes of overcoming damage reduction and has no effect if the attack misses. A Kiai smite can only be attempted with a weapon that is included in the Samurai’s Daisho.
4-Daisho Bond (+1 Enhancement)
-Daisho Bond (+1 Enhancement) (Su): At level 4, a Samurai invests a portion of his soul into his Daisho. His chosen weapon receives a +1 Enhancement bonus. If he chooses enhance his weapon by other means, this bonus applies on top of what the weapon itself enjoys, up to a +5 flat bonus (for example, a level 4 Samurai with a +2 bonded longsword would treat it as a +3 longsword). If he has more than one bonded weapon, he may place the +1 bonus on any one of his bonded weapons, but this bonus cannot be changed later.
5-Way of the Warrior (Resolve)
-Resolve (Su): By level 5, a Samurai’s devotion to his code has strengthened his mental fortitude against the deceptions of others. He adds his Wisdom modifier to all saves against Charm effects (minimum +1) as long as he has at least one point in his Kiai pool.
6-Staredown
-Staredown (Su): At level 6, a Samurai’s focus becomes intimidating. Whenever the Samurai witnesses an attempt to strike himself or an ally, he may make an Intimidate check against the attacker as an immediate action. Staredown is resolved before the aggressive action is completed, and may interfere with the action being attempted. A Samurai may initiate a Staredown against any clearly aggressive action, including spellcasting, within 60 feet of the Samurai. Using Staredown costs one point of Kiai.
In addition, as long as the Samurai has at least one point of Kiai in his pool, he adds his Wisdom modifier to Intimidate checks.
7-Bonus Feat
8-Daisho Bond (+1 Ability)
-Daisho Bond (+1 Ability) (Su): At level 8, the Samurai invests a greater portion of his soul into his Daisho. He may choose any weapon modifier with a cost of “+1 bonus” and add to any one of his bonded weapons. This ability cannot be changed until level 16. When augmenting his weapon by conventional means, a Samurai does not count any bonuses supplied by Daisho Bond.
9-Mass Staredown
-Mass Staredown (Su): At level 9, a Samurai’s fury increases, waiting for the moment it is unleashed. Whenever he uses his Staredown class feature, he may spend additional Kiai points to make the same Intimidate check against additional opponents on a one-for-one basis. All targets must be within 60 feet of the Samurai, and he rolls his Intimidate check once and compares it to each foe’s DC. A Samurai cannot target a number of foes greater than his Wisdom modifier in a single use of this ability.
10-Way of the Warrior (Perception)
-Perception (Su): When a Samurai reaches level 10, he is deeply aware of his surroundings and has an intuitive grasp of when something is not right. If he perceives an Illusion, he is automatically entitled to make a saving throw against it, even if he does not interact with the Illusion.
In addition, the Samurai adds his Wisdom bonus to saves against Glamours and Figments (minimum +1) as long as he has one or point of Kiai in his pool.
11-Kiai Shield
-Kiai Shield (Su): At level 11, a Samurai’s will becomes so great it can protect those around him from physical harm. As a standard action, a Samurai can spend three points of Kiai to let out a mighty shout. All allies within 60 feet gain an amount of damage reduction equal to the Samurai’s Wisdom modifier, overcome by Chaos (minimum DR 1/Chaos). This damage reduction lasts for 3 rounds.
If the Samurai or any of his allies within 60 feet are below half their maximum hit points, the Samurai may use Kiai Shield as a move action.
12-Bonus Feat, Daisho Bond (+2 Enhancement)
-Daisho Bond (+2 Enhancement) (Su): At level 12, the Samurai may distribute another +1 hard bonus among his bonded weapons in any manner he chooses.
13-Kiai Vengeance
-Kiai Vengeance (Su): At level 13, a Samurai’s wrath becomes truly frightful. If the Samurai has at least one point of Kiai left in his pool and strikes a foe who is currently Shaken, Frightened, or Panicked, he can increase the fear that resides in that foe. Any foe so struck must make a will save (DC=10+Half Samurai’s class level+Samurai’s Wisdom Modifier). Upon a failed save, Shaken foes become Frightened, Frightened foes become Panicked, and Panicked foes cower in terror. This ability is a mind-affecting Fear effect.
14-Kiai Armor
-Kiai Armor (Su): By level 14, a Samurai’s will can not only lessen the harm to his allies, it has a change to negate it. As a standard action, he can spend 2 points of Kiai to let out a mighty shout. When he does so, the Samurai and all allies within 60 feet add the Samurai’s Wisdom bonus as a Circumstance bonus to Armor Class. This bonus lasts until the end of the Samurai’s next turn.
15-Way of the Warrior (Mettle)
-Mettle (Ex): An experienced Samurai can shake off unwelcome attempts to interfere with his mind or body. As long as he has at least one point of Kiai in his pool, whenever a Samurai makes a Fortitude or Will saving throw against an effect that would normally have a secondary effect upon a successful save, that effect is negated.
16-Daisho Bond (+2 Ability)
-Daisho Bond (+2 Ability): At level 16, the Samurai’s bond with his weapon strengthens further. He may choose to apply any single ability with a price of “+1 bonus” to any only of his bonded weapons, or he may remove the +1 bonus he received at level 8 and place a single +2 bonus on any one bonded weapon. He may not remove his level 8 bonus and replace it with another +1 bonus or move his level 8 bonus to another weapon.
17-Bonus Feat
18-Kiai Vitality
-Kiai Vitality (Su): At level 18, a Samurai’s soul is so powerful that he can rejuvenate the body of himself and his allies. As a standard action, the Samurai can spend 3 Kiai points to let out a mighty shout. All allies within 60 feet are healed for 1d6 for every two class levels the Samurai has, plus an amount equal to the Samurai’s Wisdom modifier. This is a positive energy, [Healing] effect, but stems from the Samurai’s protective will and thus cannot be used to harm undead. If an ally is brought up to his normal maximum, he can gain up to the Samurai’s class level in temporary hit points. Temporary hit points gained from this ability do not stack.
If a Samurai witnesses an ally within 60 feet drop without dying, he can use this ability as an immediate action.
19-Frightful Presence
-Frightful Presence (Su): At level 19, a Samurai’s grim demeanor radiates outward from him in all directions. He gains Frightful Presence out to 30 feet (Will save DC=Samurai Class Level+Samurai’s Wisdom modifier). A Samurai’s Frightful Presence cannot affect any creature with more hit dice than him. Once a creature successfully saves against a Samurai's Frightful Presence, that creature is immune to that Samurai's Frightful Presence for 24 hours. Frightful Presence can be activated and deactivated as a free action.
20-Daisho Bond (+3 Enhancement), Way of the Warrior (Invulnerability)
-Daisho Bond (+3 Enhancement) (Su): At level 20, the Samurai may distribute another +1 hard bonus among his bonded weapons in any manner he chooses.
-Invulnerability: As a full-round action, a Samurai may spend 4 points of Kiai to create a Globe of Invulnerability (as the spell) at his location, using his Samurai level as his caster level.



What’s Gone:
Nothing.

The Samurai had precious few class abilities to begin with.

What’s Changed:
Daisho Proficiency, Two Swords as One (and Improvements), Staredown (and Improvements), Kiai Smite, Frightful Presence, Iaijutsu Master, Improved Initiative

So I changed pretty much everything. Most people will agree that this was not a bad idea, considering the state of the 3.5 Samurai. Daisho Focus allows Samurai to be different from one another, rather than all being two weapon fighters with a bastard sword in one hand and short sword in the other. I also borrowed a little from the Oriental Adventures Samurai, which most people seemed to like, but kept the weapon bonuses below what the OA Samurai has since that was the OA Samurai’s big mechanic while it’s just a means to an end on this Samurai (he’s also not paying experience the way the OA Samurai was. I came to this decision based on item creation no longer requiring the spending of experience).
Two Swords as One, Iaijutsu Master, and Improved Initiative have been rolled into generic Combat feats. If people want to go Two-Weapon Fighting and take Improved Initiative and Quick Draw, they still can, or they can do something else that suits them.
Staredown was the only neat mechanic the 3.5 Samurai got, but it took forever to get good and needed some outside help to be really effective. Making it an interrupt gives it more of a Defender feel, whereas the original version feels more like a Controller. The stuff that made it good in 3.5 still makes it good, but now it’s somewhat useful on its own.
Frightful Presence has been moved down to level 19 to avoid 20 being overstuffed and 19 being a dead level.
Kiai Smite was a somewhat weak mechanic that I felt was a good basis for a mechanic but wasn’t enough to stand on its own. I made it function more like a normal smite, but decided the friend/foe differentiation was a nice twist to the normal alignment requirement. This also tied it in with the class’ “Defender” identity.

What’s New
Way of the Warrior, Kiai Pool, Kiai Abilities

The biggest change in this version of the class is the switch to a Kiai pool, Ninja/Monk style. The idea was to create a series of abilities that not only felt connected but would balance each other by pulling from a common resource; the pool can increase incrementally while gaining new abilities without getting out of control. Making most of the Samurai’s abilities require at least 1 point in the pool effectively decreased the pool by one, but also made for some neat “desperation” scenarios, as well as making alignment breaches easier to punish without completely shutting the character down.
Way of the Warrior was an attempt to make the “Code of Conduct” more than just a thematic class feature. I like the idea that the Samurai believes in his vows so strongly that they give him mental strength.

Conclusion
If Samurai was not the worst base class in 3.5, it was in the bottom three. He had two major flaws: He had a very unclear purpose as a character, and almost everything he did could be done better by a Fighter (a class that was itself often criticized as being too weak). The goal here was to give the class a direction, and then let it pursue that goal in a unique way, which I think I’ve accomplished. He uses Wisdom instead of Charisma for two reasons. First, there’s about a dozen classes that have full base attack and prioritize Charisma and (as far as I can recall) none that prioritize Wisdom. Secondly, most Samurai tend to be wise and stoic rather than fiery and emotional—if any full base attack class was going to want Wisdom over Charisma, the Samurai would be it.

Adaptation
Obviously, this class is written as a Far East class, but there’s really nothing that marks it as such in game terms, not even the guaranteed katana proficiency of the 3.5 version. The rules presented here could represent any dedicated individual who puts the safety of others before that of himself. The addition of the bonus feats also means that a Samurai can gain shield proficiency for free, leaving the Oriental image even further behind.

3.75 Update: Swashbuckler

Role: The Swashbuckler can be classed as a “striker,” dealing large amounts of damage but lacking in resiliency. The Swashbuckler also has the social skills to function as a party “face.”
Abilities: The Swashbuckler is dependent on a high Dexterity score for both defense and offense. Swashbucklers also benefit from a high Intelligence, and Constitution will improve a Swashbuckler’s staying power in combat.
Alignment: Any. More Swashbucklers are chaotic than lawful, but no particular ideology is required.
Hit Die: d10
Class Skills: Acrobatics, Bluff, Climb, Craft, Diplomacy, Escape Artist, Profession, Sense Motive, Spellcraft (Supernatural only), Swim, Use Magic Device (Supernatural Only)
Skill Points per Level: 4+INT
Base Attack Bonus: Full (as Fighter)
Good Saves: Fortitude, Reflex
Bad Save: Will
Weapons and Armor Proficiency: A Swashbuckler is proficient with all simple and martial weapons and with light armor. She is not proficient with shields.

Class Features
1-Weapon Finesse, Exploits 1/encounter -Weapon Finesse (Ex): A Swashbuckler gains Weapon Finesse at level one, whether or not she meets the prerequisites.
-Exploits (Ex): Through sheer bravado and force of will, a Swashbuckler is able to achieve feats of death-defying bravery—and sometimes, stupidity. This manifests in game terms via the use of Exploits.
Using an Exploit is a free action that can be used whenever the Swashbuckler rolls a d20. If the Swashbuckler elects to use an Exploit, she rolls 1d6 and adds the result to her d20 roll as a competence bonus. If the Swashbuckler has more than one Exploit available, she may spend as many Exploits on a single roll as she wishes, but since they are all competence bonuses she will only receive the result of the highest roll. Exploits are refreshed after one hour of downtime.
Initially, a Swashbuckler can use only one Exploit per encounter. This total increases to two per encounter at level two and one additional Exploit per encounter every three levels after that.
2-Basic Combat Style, Exploits 2/encounter
-Combat Style: A Swashbuckler is nothing if not stylish, and so at level two she begins to develop a fighting style all her own. A Swashbuckler may choose between two fighting styles, the Extraordinary Style and the Supernatural Style.
-Extraordinary Style (Ex): The Swashbuckler becomes a master of acrobatic combat. Upon selecting Extraordinary Style, the Swashbuckler may immediately select a bonus feat from the following list. She must meet all prerequisites for that feat:
Acrobatic, Agile Maneuvers, Athletic, Caught-Off Guard, Combat Expertise, Combat Reflexes, Dodge, Exotic Weapons Proficiency (Finesseable weapons only), Improved Critical (Finesseable weapons only), Improved Disarm, Improved Feint, Improved Initiative, Improved Trip, Improved Two-Weapon Fighting, Quick Draw, Run, Skill Focus (class skills only), Two-Weapon Fighting, Weapon Focus (Finesseable weapons only).
In addition, the Swashbuckler chooses a number of class skills equal to her Intelligence modifier (minimum 1) in which she has at least 1 rank. The Swashbuckler gains a +4 bonus to checks involving each of these skills and may take a 10 on these skills, even if distractions would normally prevent her from doing so. Both these abilities are lost whenever the Swashbuckler is wearing armor heavier than light, using a shield, or carrying a medium or heavy load.
-Supernatural Style (Su): The Swashbuckler learns to dabble in the arcane arts, intermixing spell and sword. While her spell selection would be considered pitiful by any dedicated arcanist, what little magical aptitude she has is obtained at no expense to her martial training. Upon selecting the Supernatural Style, the Swashbuckler chooses one cantrip and one first level spell from the Sorceror/Wizard spell list. She can then cast this spell as a spell-like ability at will, but within certain limitations. She may cast a total number of spells this way each day equal to half her class level. Cantrips do not count against this limit; all spells of level 1 or higher do. Her caster level is equal to her Swashbuckler level, and any save DCs of the spell use her Intelligence modifier. Though these abilities are spell-like, they still require a certain degree of mobility from the Swashbuckler, and thus take Arcane Spell Failure Chance from armor heavier than light armor as well as from shields.
In addition, the Swashbuckler adds Spellcraft and Use Magic Device to her list of class skills.
3-Insightful Strike
-Insightful Strike (Ex): A Swashbuckler uses her head in combat, picking out weak points on her foe, be they vital organs, load-bearing joints, or some other obvious weak spot. Starting at level 3, a Swashbuckler adds her Intelligence bonus to weapon damage rolls. This bonus does not apply against foes who are immune to critical hits or if the Swashbuckler is using a weapon unaffected by the Weapon Finesse feat. If a Swashbuckler has selected the Supernatural Combat Style, she may also use this ability when casting spells that deal hit point damage and require an attack roll.
4-Dodge Bonus +1
-Dodge Bonus (Ex): A Swashbuckler relies on being unfettered in combat to put her abilities to best use, and so she learns to defend herself without cumbersome armor. As long as a Swashbuckler is wearing no armor heavier than light, not using a shield, and is not carrying a medium or heavy load, she gains a +1 Dodge bonus to Armor Class. This bonus increases by 1 every four levels. This bonus is lost whenever the Swashbuckler is denied her Dexterity bonus to AC.
5-Exploits 3/encounter
6-Acrobatic Charge
-Acrobatic Charge (Ex): A level 6, a Swashbuckler gets more creative with her use of charges. From level 6 onward, she can make a charge across rough terrain that normally would slow her movement or through allies. She may still be required to make an Acrobatics check to charge successfully, depending on the circumstances involved.
7-Improved Combat Style
-Improved Combat Style: At level 7, the Swashbuckler’s combat style improves.
Extraordinary Style (Ex): The Swashbuckler gains an additional bonus feat from Extraordinary Style list. She must meet the prerequisites for that feat. In addition, she add her Intelligence modifier to her Combat Maneuver Bonus (minimum +1) as long as she is only lightly armored, and is not using a shield or under a medium or heavy load.
Supernatural Style (Su): The Swashbuckler adds a 2nd level and a 3rd level Sorceror/Wizard spell to her repertoire.
8-Exploits 4/encounter, Dodge Bonus +2
9-Seduction -Seduction (Ex): Swashbucklers have a lascivious way of learning secrets. Starting at level 9, she can use the Bluff skill in place of a Diplomacy check. She can also use Bluff to replace a failed Diplomacy check made by herself or a member of her party, albeit at a -4 penalty. Using Seduction to gather information takes twice as long as using Diplomacy.
10-Heroic Exploits
-Heroic Exploits (Ex): As her adventures continue, a Swashbuckler learns how to push the envelope on her daring and recklessness. Starting at level 10, whenever she uses an Exploit, she may roll 2d6 and use whichever die is higher as her result.
11-Exploits 5/encounter
12-Advanced Combat Style, Dodge Bonus +3
-Advanced Combat Style: By level 12, the Swashbuckler’s fighting style has begun to approach true mastery.
Extraordinary Style (Ex): The Swashbuckler gains another bonus feat from the Extraordinary Style list. She must meet the prerequisites for that feat. In addition, she adds her Intelligence bonus to her Touch AC (but not her normal AC). This bonus cannot increase her Touch AC beyond her normal AC.
Supernatural Style (Su): The Swashbuckler adds a 4th level and a 5th level Sorceror/Wizard spell to her repertoire.
13-Lucky
-Lucky (Ex): While skill is certainly a factor in a Swashbuckler’s daily life, luck plays its part as well. At level 13, a Swashbuckler may tap into that luck once per day. She may reroll an attack roll, skill check, ability check, or saving throw. If she has used an Exploit on that roll, she may choose to reroll it or leave it. She must accept the result of the reroll, even if it is worse than the original roll.
14-Exploits 6/encounter
15-Weakening Critical
-Weakening Critical (Ex): As a Swashbuckler’s grasp of weaponplay continues to advance, she becomes ever more aware of her enemies weak points. Whenever a Swashbuckler confirms a critical hit against an opponent, she deals 2 points of Strength damage to that opponent. This strength damage only applies if the attack also causes Insightful Strike damage.
16-Dodge Bonus +4
17-Master Combat Style, Exploits 7/encounter
-Master Combat Style: At level 17, a Swashbuckler’s comprehension of her fighting style has reached its peak, leaving her with truly amazing skill.
Extraordinary Style (Ex): The Swashbuckler may select an additional feat from the Extraordinary Style list. In addition, she adds her Intelligence modifier to all Strength and Dexterity based skill checks and all Strength and Dexterity checks, including Initiative checks
Supernatural Style (Su): The Swashbuckler adds a 6th level and a 7th level Sorceror/Wizard spell to her repertoire.
18-Wounding Critical
-Wounding Critical (Ex): The Swashbuckler’s intimate knowledge of causing injury makes its final manifestation at 18th level. From then on, whenever a Swashbuckler confirms a critical hit in an attack that dealt Insightful Strike damage, the foe takes 2 points of Constitution damage. This Constitution damage is in addition to the Strength damage caused by Weakening Critical.
19-Crowning Achievement
-Crowning Achievement: At the penultimate to greatness, a Swashbuckler’s long years of training finally pay off, giving her an amazing display of talent and skill based on her Combat Style.
Dancing on Sabers (Extraordinary Style) (Ex): The Master Swashbuckler enjoys unrivaled skill and coordination to the point that she can literally dance on an enemy’s weapon. In order to do so, the Swashbuckler must be within jumping range of a foe and able to jump to the weapon’s height (usually about half the height of the creature wielding it). She must then make an Acrobatics check (DC=foe’s touch AC). Making this check is a move action that provokes an attack of opportunity from any other weapon threatening her (but not her intended target). She may increase the DC of the check by 10 to avoid provoking attacks of opportunity. While standing on a foe’s weapon, that foe is denied his Dexterity bonus from the Swashbuckler’s attacks and cannot attack the Swashbuckler with the weapon she is standing on. In addition, her weight is disorienting and inflicts a -4 penalty on all attack rolls with the weapon. Whenever the foe attacks with the weapon the Swashbuckler is standing on, the Swashbuckler must make an Acrobatics check equal to the attack roll or fall from the weapon, landing prone unless she makes a DC 15 Acrobatics check. The foe wielding the weapon may attack an empty square in an attempt to dislodge the Swashbuckler if he wishes, but doing so counts against his attacks for the round.
Mystic Defense (Supernatural Style)(Su): The Master Swashbuckler, dabbler in magic though she may be, understands magic on a fundamental level, granting her additional protection from the supernatural. She adds her Intelligence modifier to all saving throws against spells, spell-like abilities, and Supernatural abilities.
20-Legendary Exploits, Exploits 8/encounter, Dodge Bonus +5
-Legendary Exploits (Ex): Fate smiles on a level 20 Swashbuckler as she smiles on no other. Whenever a level 20 Swashbuckler rolls for an Exploit, she rolls 3d6 and uses the die with the best result.


What’s Gone: Grace, Slippery Mind
Grace was a weird ability that, over the course of 20 levels, gave the Swashbuckler a +3 to Reflex saves, but only when unencumbered. In other words, it’s strictly worse than having a good Reflex save, yet is the only class ability at level 2. The only time Grace is good is in Gestalt (and “not bad” is probably a better description there) when gestalting with a good Reflex save class. So, it’s a mechanic that is only even worth paying attention to when it’s being abused, and even then isn’t great. I cut it and just gave the class the good Reflex save it wanted.
As for Slippery Mind, I find it to be almost useless on the Swashbuckler, especially at level 17. It’s extremely narrow (good against Will saves against Enchantments only) and at that level if a class with a bad Will save (like Swashbuckler) and no reason to prioritize Wisdom (again, like Swashbuckler) is going up against an Enchanter, a reroll isn’t going to help (not to mention that Slippery Mind does nothing for a whole round). Plus, with the addition of Exploits, the Swashbuckler already has a better shot at making the save the first time.

What’s Changed:
Acrobatic Charge, Improved Flanking, Dodge Bonus, Weakening Critical, Lucky, Acrobatic Skill Mastery, Wounding Critical
Dodge bonus was changed to reflect the 3.75 version of Dodge, albeit without the swift action activation (so people can use the Dodge feat if they want to). Since Monk now gets an AC bonus every 4 levels instead of every 5, doing the same for Swashbuckler seemed appropriate, especially since the Swashbuckler’s bonus is easier to cheat her out of.
Acrobatic Charge, Wounding Critical, Lucky, and Weakening Critical got their levels changed to fill gaps in the increments between Combat Styles, Exploits, and Dodge bonus to keep there from being super concentrated levels and dead levels. I also weakened Wounding and Weakening Critical in a way that 99% of players won’t even notice (they now only function with a weapon that can be finessed), mostly to enforce the class’ cohesion.
Acrobatic Skill Mastery became part of the Extraordinary Combat Style because I felt that style needed a bit of a leg up over Supernatural considering the versatility a handful of spells could give the Swashbuckler (Fly or Improved Blink, anyone?). I also think that a Swashbuckler should probably get really good at jumping and tumbling, you know, before the party’s Wizard can destroy foes with little more than a gesture.
Improved Flanking is now an optional bonus feat on the Extraordinary Style, which seemed appropriate to me from power level concerns.
What’s New
Exploits, Combat Styles, Seduction, Crowning Achievement
It always felt weird to me that the class called “Swashbuckler” had no use for Charisma and wasn’t particularly good at over-the-top stunts. In fact, it was worse in both areas than the Rogue, and was still a mark below the core fighter classes in combat. Exploits are a way to motivate the Swashbuckler player to do dangerous stunts and have a shot at succeeding where others would fail. As you may have guessed, both Exploits and the Supernatural Combat Style are a nod toward the other high-intelligence non-caster of 3.5, the Factotum. I deliberately made Exploits less reliable, less plentiful, and more difficult to improve than Inspiration points because of the class’ power level and in regards to the general feel of risky behavior associated with the class (i.e., even a min-maxed Swashbuckler shouldn’t succeed just because she used an Exploit).
Combat Styles are a way to add to the overall “cool” factor of the class. In terms of bonus feats, the Extraordinary Style just takes pressure off the player’s character feats; the 5 bonus feats (including level 1 Weapon Finesse) are far behind the Fighter’s 11 (not to mention the options now available to the Rogue) and from a restricted list, while the additional bonuses are just nice little perks that make a very cinematic combat style possible. Supernatural Combat style was deliberately sparser in its offerings because I think a fair number of clever players can exploit it rather well; it also gives the class some expandability in regards to published spell lists. And besides, a 7th level spell up to 10 times per day is nothing to sneeze at. As for Crowning Achievements, I think that someone who has resisted the urge to multiclass out of Swashbuckler for 19 levels should get something on par in at least presentation to the 9th level spells the casters are slinging around at that point, rather than Wounding Critical.
Seduction is a simplified version of a Dead Level mechanic published on wizards.com for Swashbuckler, actually motivating her to have a positive Charisma modifier.


Conclusion
The goal here was to take what might have been the worse class in the game (except maybe Shadowcaster) and make it not only playable, but unique. I am a little concerned about power level in the opposite direction at this point, and would like some playtesters to check on that for me. However, I think I have managed to create a Swashbuckler who’s worth playing beyond level 3.

3.75 Update: Wu Jen

Introduced in Complete Arcane, the Wu Jen has a trait in common with the other far-East inspired classes in the Complete Series:

It sucks.

The Wu Jen received next to no support from Wizards beyond its initial printing; while core casters got new spells in nearly every book, the Wu Jen got bonus spells and feats only in Complete Arcane and Complete Mage.

Oh, and one of their class features had a crippling drawback, motivating players to prestige out of the class as fast as possible. For those not familiar, the 3.5 Wu Jen's "Spell Secret" class feature allows a specific set of metamagic feats to be applied to a handful of spells for free, while giving the Wu Jen a "taboo," which, if violated, forbids any further spellcasting for the rest of the day. Quite simply, there was almost never a reason to play a Wu Jen. Wizards had identical stat requirements, the same HP/BAB/Saves chasis, and better casting. So, this rewrite will attempt to make the Wu Jen a bit better, hopefully making a counterpart to the Wizard, rather than an inferior Wizard.

Wu Jen

Alignment: Any
Hit Die: d6
Base Attack Bonus: Bad (as Wizard)
Good Save: Will
Bad Saves: Fortitude, Reflex
Skill Points Per Level: 2+INT
Class Skills: Appraise, Craft, Fly, Knowledge (Arcana, Geography, History, Nature, Planes), Linguistics, Perform, Profession, Spellcraft
Weapons and Armor Proficiency: Wu Jen are not proficient with any form of armor or shield. Furthermore, wearing armor or carrying a shield may cause the Wu Jen's spells to fail. The Wu Jen is proficient with all simple weapons and with the longsword.
Class Features
1-Bonus Feat, Spirit - Watchful Spirit, Spellcasting
-Bonus Feat: At level one, a Wu Jen may select a bonus metamagic feat. She must meet all the prerequisites for this feat.
-Spirit
A Wu Jen's mystical connection to the world of magic grants her a Spirit Guardian to watch over her. She may call on the Spirit a number of times per day equal to half her class level plus her Wisdom modifier (rounded down, minimum once per day).
-Watchful Spirit: As a free action, a Wu Jen may spend 1 spirit to reroll her initiative in combat, adding one-quarter her class level to the roll (rounded down). This reroll is a free action but can only be attempted immediately after rolling initiative. The Wu Jen may choose to use the result of either roll, but the class level bonus only applies to the second roll.
-Spellcasting
A Wu Jen has the ability to cast Arcane spells taken from the Sorceror/Wizard spell list. In order to learn or cast a spell, the Wu Jen must have a Wisdom score equal to the spell's level plus ten. Any save DCs of a Wu Jen spell is determined by her Wisdom modifier. In addition, a Wu Jen gains bonus spells per day for having a high Wisdom modifier.
A Wu Jen must prepare her spells in advance like a wizard and requires 8 hours of uninterrupted sleep in order to regain her spent spells.
A Wu Jen may cast only so many spells each day. Use Table 4-14 (The Wizard) to determine how many spells of each level a Wu Jen can cast each day.
A Wu Jen knows all 0 level spells and five level 1 spells at level 1 and learns three new spells from the Sorceror/Wizard list at each level that can be applied to any spell level known. Unlike a Wizard, a Wu Jen remembers her spells through a system of complicated mnemonics instead of with a spellbook, and cannot add to her list of spells known with scrolls.
2-Exotic Learning (1st Level)
-Exotic Learning
At every even class level, the Wu Jen gains a special list of spells known to reflect her exotic approach to the wiles of magic. Each time a Wu Jen gains this class feature, she may select a number of spells from the Wu Jen spell list (Complete Arcane) equal to her Wisdom modifier. These are called Exotic Spells. Exotic spells may of the level indicated by the class feature or lower.
Exotic Spells are not prepared and cast, but are cast spontaneously out of the Wu Jen's normal spell slots, exactly as a Cleric spontaneously casts cure or inflict spells.
In addition, a Wu Jen may choose to specialize in one of the five elements. If she does so, she must forbid 2 other elements, never learning any Exotic Spells from either (though she may learn them and prepare them as her normal spells if they appear on the Sorceror/Wizard list). If she does so, the Wu Jen gains one additional spell slot per day per spell level that cannot be filled with a prepared spell. She may only use this slot to cast Exotic Spells from her element of specialization.
If a Wu Jen's Wisdom score increases later, she does not retroactively learn new Familiar Spells.
3-
4-Exotic Learning (2nd level)
5-Wrathful Spirit
-Wrathful Spirit: Starting at level 5, a Wu Jen may call to her Spirit Guardian for aid in the potency of her spells. As a Swift action, a Wu Jen may spend up to 1/5th her level in Spirit to raise the DC of the next spell she casts by an equal amount. If she does not cast a spell by the beginning of her next turn, the Spirit is lost with no effect.
6-Exotic Learning (3rd Level)
7-
8-Exotic Learning (4th Level)
9-Protective Spirit
-Protective Spirit: Starting at level 9, a Wu Jen's Spirit Guardian takes a more active roll in her safety. Whenever she spends a Spirit to reroll her iniative, she gains a +1 circumstance bonus to her saving throws for the remainder of the encounter. Whenever she uses her Wrathful Spirit class feature she gains a +1 dodge bonus to Armor Class until the beginning of her next turn.
10-Exotic Learning (5th Level)
11-
12-Exotic Learning (6th Level)
13-Vengeful Spirit
-Vengeful Spirit: Starting at level 13, a Wu Jen's Spirit Guardian becomes vicious in its defense of its master. When a Wu Jen is struck by a weapon attack (including natural weapons), she may spend 3 Spirit to make a touch attack (melee or ranged, whichever type of attack is required to reach the attacker) against her attacker. On a successful hit, the Wu Jen deals damage to the target equal to 1d6 per two class levels. A successful Fortitude save (DC=10+1/2 Wu Jen Class level+WIS modifier) halves this damage.
14-Exotic Learning (7th Level)
15-
16-Exotic Learning (8th Level)
17-Fortuitous Spirit: Starting at level 17, the Wu Jen's Spirit Guardian gains the ability to warp fate in favor of his ward. As an immediate action, a Wu Jen may spend 2 Spirit to reroll a saving throw, adding one-quarter her class level to the roll. She may choose either result, but the class level bonus applies only to the reroll. She must decide to use this reroll before she knows whether her save has succeeded or failed.
18-Exotic Learning (9th Level)
19-
20-Exotic Learning (Any Level)



The big differences between the 3.75 Wu Jen and Wizard are now a bit more pronounced. They cast from the same spell list, but with a few additional spells available to the Wu Jen. Though the Wizard has a slightly smaller list to choose from, the Wizard has no ceiling on his number of spells known. The Wu Jen may cast up to one extra spell per day per level via Elemental Specialization, but the wizard may do the same by specializing in a school. The Wu Jen has her Spirit Guardian, but lacks the Wizard's School Powers and has only one bonus feat to the Wizard's five. Perhaps the biggest difference is the Wu Jen casting off of Wisdom instead of Intelligence. The Wu Jen will have a better Will Save but fewer skill points each level. The attribute priority shift also makes the Wu Jen dovetail with other classes differently than the Wizard.

3.75 Update: Marshal

Published in Miniatures Handbook at the dawn of 3.5, the Marshal was an option for buffing the party that wasn't a spellcaster. Like many of the early 3.5 classes (I'm looking at you, Hexblade), it was a cool concept that didn't age well. The concept was revisited a bit better with 4th Edition's Warlord, but I'm going to attempt to make Marshal hum a little better. Unlike a lot of 3.5 classes that need an update, the Marshal is a pretty clean class that doesn't need a lot retemplating (like the mess that is Rage Mage), so a little power level tweaking is all it will take.

Marshal

Alignment: Any
Hit Die: d10
Base Attack Bonus: Average (as Rogue)
Good Saves: Fortitude, Will
Bad Save: Reflex
Skill Points per Level: 4+INT
Class Skills: Bluff, Diplomacy, Handle Animal, Intimidate, Knowledge (Local, Nobility, and Religion only), Linguistics, Perform, Perception, Ride, Sense Motive, Swim
Weapons and Armor Proficiency: The Marshal is proficient with all simple and martial weapons, all types of armor, and with shields (but not tower shields)
Class Features:
1-Skill Focus, Minor Aura (1 Known)
-Skill Focus: A Marshal's leadership training is more rigorous than most. As a result, he gains Skill Focus as a bonus feat at level 1. The Marshal may select Skill Focus to apply to any Marshal class skill.
-Minor Auras (Ex): Marshal Auras (Major and Minor) represent the skills of leadership exhibited by a Marshal. Auras bestow a competence bonus on all allies within 60 feet with and an intelligence score of at least 3, including the Marshal himself. Activating an Aura is a swift action, and once activated, an Aura lasts until the Marshal disables it (another swift action), activates another Aura of the same type (Major or Minor), or until the Marshal is rendered unconscious or dead (including normal sleep). Most Marshals activate their Auras each morning upon waking and allow them to persist until sleep.
At level 1, the Marshall learns one Minor Aura, taken from the Minor Aura list (see below). The Marshall learns one additional Minor Aura at every odd level.
Any bonus granted by a Minor Aura is a Competence bonus equal to the Marshal's charisma modifier.
2-Major Aura Bonus 1, Major Aura (1 known)
-Major Auras (Ex): At level 2, the Marshal learns his first Major Aura. The effects of Major Auras are more general than those of Minor Auras, but the Marshal learns comparatively few of them. Rather than relying on the Marshal's charisma bonus to measure effectiveness, Major Auras' effectiveness is based on the Marshal's Major Aura Bonus, which increases to 2 at level 5, and by one every 5 levels thereafter (thus, the Marshal's Major Aura Bonus is 1 at level 2, 2 and level 5, 3 at level 10, 4 at level 15, and 5 at level 20).
A Marshal knows one Major Aura at level 2, taken from the Major Aura list (see below). He learns one additional Major Aura every three levels thereafter (levels 5, 8, 11, 14, 17, and 20).
Note that since Major and Minor Auras both bestow Competence bonuses, their effects do not stack.
3-+1 Minor Aura Known
4-Shout 1/encounter, 1 known
Shout (Ex): Starting at level 4, a Marshal can let out a mighty shout to aid his allies. Using a Shout is a standard action that does not provoke attacks of opportunity. A Shout can only be used if the Marshal is capable of speech; thus, a pinned Marshal or a Marshal within the effects of Silence cannot use Shouts, but a Marshal that is merely grappled can. Shouts effect any ally within 60 feet with an Intelligence score of 3 or higher and capable of hearing the Marshal; an ally who is deafened, within the effect of Silence or otherwise unable to hear the Shout remains unaffected.
Unlike Auras, the Marshal himself is not affected by his own shouts.
At level 4, a Marshal knows 1 Shout and can Shout once each encounter. A Marshal can use any Shout he knows any number of times, up to his limit per encounter. A Marshal can shout one additional time per encounter for every 4 class levels (twice at level 8, three times at level 12, four times at level 16, and five times at level 20). A Marshal learns a new Shout at level 6, and every 4 levels thereafter (knowing 2 at level 6, 3 and level 10, 4 at level 14, and 5 at level 18). Shouts are chosen from Shout List (see below)
5-Major Aura Bonus 2, +1 Major Aura Known, +1 Minor Aura Known
6-+1 Shout Known
7-+1 Minor Aura Known
8-+1 Major Aura Known, Shout 2/Encounter
9-+1 Minor Aura Known
10-Major Aura Bonus 3, +1 Shout Known
11-+1 Minor Aura Known, +1 Major Aura Known
12-Shout 3/Encounter
13-+1 Minor Aura Known
14-+1 Major Aura Known, +1 Shout Known
15-Major Aura Bonus 4, +1 Minor Aura Known
16-Shout 4/Encounter
17-+1 Minor Aura Known, +1 Major Aura Known
18-+1 Shout Known
19-+1 Minor Aura Known
20-Major Aura Bonus 5, +1 Major Aura Known, Shout 5/Encounter

Minor Auras:
-Accurate Strike: Bonus to rolls made to confirm critical hits.
-Art of War: Bonus to Combat Maneuver rolls your allies make and to your allies Combat Maneuver Defense.
-Focused Defense: Bonus to a single saving throw, chosen when the Aura is activated.
-Master of Opportunity: Bonus to armor class against attacks of opportunity.
-Tactical Strike: Bonus to weapon damage rolls against flanked enemies.
-Over the Top: Bonus to attack rolls while charging.
-Motivate Body: Bonus to skill checks and ability checks corresponding to a single physical ability score (Strength, Dexterity, or Constitution), chosen when the Aura is activated. If Dexterity is chosen, the bonus also applies to Initiative checks. This aura does not affect saving throws.
-Motivate Mind: Bonus to skill checks and ability checks corresponding to a single mental ability score (Intelligence, Wisdom, or Charisma), chosen when the Aura is activated. This aura does not affect saving throws.
-Supernatural Defense: Bonus to touch AC (but not normal AC).
-Relentless Mercy: Bonus to damage rolls dealing nonlethal damage.
-Cooperative Effort: Bonus to rolls to which at least one successful Aid Another has been used.
-Destructive Tactics: Bonus to damage rolls against objects.
-Fracture Supernatural Defense: Bonus to checks to overcome Spell Resistance.
-Puncture Resistance: Bonus to elemental damage against foes who possess the appropriate resistance (for example, a bonus to fire damage, but only against foes who possess Fire Resistance). Puncture Resistance cannot add more damage than the resistance it is overcoming.

Major Auras:
-Hold the Line: Damage Reduction/- equal to bonus.
-No Mercy: Bonus to weapon damage rolls.
-Guided Strike: Bonus to melee attack rolls or ranged attack rolls, chosen when the Aura is activated.
-Defensive Stance: Bonus to armor class.
-Motivated March: Bonus to land speed, climb speed, fly speed, or swim speed equal to 5 times your Major Aura Bonus, chosen when the Aura is activated. Allies who do not already posses a move speed of the corresponding type does not gain a benefit from this aura.
-Resilience: Bonus to all saving throws.
-Physical Might: Bonus to all skill and ability checks that correspond to Strength, Dexterity, or Constitution, including Initiative checks. This Aura does not affect saving throws.
-Mental Superiority: Bonus to all skill and ability checks that correspond to Intelligence, Wisdom, or Charisma. This Aura does not affect saving throws.

Shouts:
-"Forward March!" - All affected allies may immediately take a move action.
-"Never Give Up!" - All affected allies gain a number of temporary hit points equal to your Marshal level. Allies below half their maximum hit points instead gain double your Marshal level in temporary hit points. Temporary hit points granted this way overlap (do not stack).
-"Snap Out of It!" - All affected allies currently affected by a Mind-Affecting ability that allows a saving throw to end or negate may immediately make a Saving Throw against each such effect currently affecting them. On a successful save, the effect ends. Each ally may use your saving throw modifier if it is better than their own.
-"There's Nothing to Fear!" - All affected allies who are panicked become frightened. All affected allies who are frightened become shaken. All affected allies who are shaken cease to be shaken.
-"Incoming!" - All affected allies gain a miss chance against ranged attacks until the end of your next turn. The miss chance is 10% for each rank of your Major Aura Bonus.
-"Watch Yourself!" - All affected allies gain a miss chance against melee attacks until the end of your next turn. The miss chance is 10% for each rank of your Major Aura Bonus.
-"On Your Feet!" - All affected allies who are prone may immediately stand up as a free action that does not provoke attacks of opportunity.
-"Be Yourself!" - All affected allies who are under the effect of a Polymorph effect may immediately make a saving throw to regain their normal form, even if the effect does not usually allow a save to end. Each ally may use your saving throw modifier if it is better than their own.
-"Fall Back!" - All affected allies may immediately make a full withdrawl.
-"We Are Unstoppable!" - Each affected ally gains total cover against the next attack directed against them until the end of your next turn.
-"Make Them Bleed!" - Each affected ally may immediately make a single attack. Treat this attack as an attack of opportunity in regards to what actions may be performed, but this attack does not count against the ally's limit of attacks of opportunity each round. Allies armed with ranged weapons may make ranged weapon attacks.
-"Find Their Weakness!" - The next weapon attack made by each affected ally automatically threatens a critical hit if it hits. This shout has no effect on allies that do not make a weapon attack before the end of your next turn or allies whose attack misses.
-"Stand Your Ground!" - Each affected ally gain a dodge bonus to Armor Class and a bonus to their Combat Maneuver Defense equal to your Major Aura Bonus. These bonuses lasts until the end of your next turn or until that ally moves.
-"Regroup!" - Each affected ally gets a +4 dodge bonus to Armor Class against attacks of opportunity provoked by movement.
-"Focus!" - Each affect ally gets a +4 dodge bonus to Armor Class against attacks of opportunity that are not provoked by movement.

The Merchant Lords of Murkeye

The Independent City of Murkeye is ruled by a council of seven Merchant Lords. Any Murkeye resident can petition to become a Merchant Lord, but to date only one has ascended to this title since the city broke away from the Empire. The Merchant Lords are:

Silas Winder
(Sy-Luss Winn-Der)
Neutral Evil Male Human, age 67
Fortune Made From: Pre-Devastation Inheritance, Shipping

Silas Winder was a nobleman in the Empire until he funded an assassination plot against the Emperor in 506. He and his allies of House Svarlock (including his wife), fled the Empire and spent several years hiding in the Free Nations. After Murkeye broke free from the Empire, Winder took up residence there and quickly rose to power due to his combination of monetary wealth and lack of scruples. Winder represents wealth without restraint or responsibility. He can be a powerful ally, but only so long as he considers an alliance worth maintaining. His wrath is legendary. Publicly, at least, Winder is known to be the wealthiest of the Merchant Lords.

"Everyone's got a price, and it's not always something measured in gold or silver. Luckily, there's usually someone who can provide it for gold or silver."



Rain Providence (Deceased)
(Rayn Prov-id-ense)
Lawful Neutral Female Half-Elf, age 52
Fortune Made From: Textiles and Fabric

Rain is the undisputed queen of all things textile. 85% of the cloth that circulates through the Reform cities has at some point been bought by her, sold by her, made by her or distributed by her. She has a fine business mind, but due to the constant turnover of the product she sells- and the need for hands on supervision of such a product- she is one of the least influential of the lords, despite being among the wealthiest. She serves as the representative from Murkeye and is always dressed in new fashions- yet she is not attractive due to the pinch of her face, constant talk of recriminations and the constant frown. Rain’s goals are obvious, by linking herself to the Reform as the leader of Murkeye any success the Reform makes will increase her own prestige.

"Cloth is, I think, a fine metaphor for finance. It binds civilized society together, and is lost on naked barbarians."

Rain Providence was killed by explosives runes hidden in her desk by the agents of Lord Magnusson in April of 525 GD.



Olaf Poundfist
(O-Luff Pound Fist)
Neutral Evil Male Gnome, 157
Fortune Made From: Crop monopoly, food distribution

Poundfist's origins are somewhat unclear, but it is known that he emigrated from the Underdark shortly before hostility between the Underdark and the Empire began. Poundfist's interest in food preparation and distribution is believed to be close to his own heart (or perhaps stomach), as his hedonistic lifestyle is well known. Despite his small frame (3'6"), Poundfist weighs in excess of 120 pounds.

"Moderation is the refuge of the weak. One can only be truly strong when decadent."



Ichigo Tanaka
(Ee-chee-go Tuh-nock-uh)
True Neutral Male Underfolk, 44
Fortune Made From: Weapons Manufacture

The strange isolationist that is Lord Tanaka left the Underdark in 512, when he began to doubt the safety of Underport amidst growing hostility with the Empire and plunging morale in the increasingly desperate war below ground. Tanaka is known to be quiet and emotionally detached, though some say this is mostly due to his upbringing in Underport. His appearance is somewhat freakish to most surface dwellers. He is an albino, but also nearly six foot five and under 175 pounds. Lord Tanaka is the most private of the Merchant Lords, appearing in public only when absolutely necessary. During daylight hours, the sensitivity of his eyes and skin to light require protective goggles and clothing.

"If you wish to make a fortune, invest in things whose need will not dissipate. I chose weapons, and have not been disappointed."



Stefan Magnusson (Deceased)
(Steh-fonn Mag-nuh-sun)
True Neutral Male Dwarf, 244
Fortune Made From: Precious Metals

After the smashing of the dwarven civilization during the Devastation, many dwarves fled to the lands of the Free Nations or the Empire. Magnusson instead capitalized on the abandonment of the Dwarven homelands, sending goblin scabs into the emptied, half-collapsed mines. Within a decade, Magnusson's unabashed rape of his ancestral homeland had made him the richest Dwarf in the Empire. By this point in history, nearly 50% of the Post-Devastation metal goods on the market have passed through the hands of Magnusson's agents.

"All that glitters is not gold, but can generally be exchanged for it."

Stefan Magnusson was killed in April of 525 GD when he attempted to overthrow the other Merchant Lords in return for handing Murkeye over to the Empire. He was confronted by a group of mercenaries led by Commander Allen Specter and killed by the Knight of the Storm's Eye Dormian Fireblood. Fireblood claimed the killing to be retribution for Magnusson's harvesting of the ruins of Dwarven civilization.



Lucius Black
(Lu-shuss Black)
Lawful Evil Male Human, age unspecified (estimated 40)
Fortune Made From: Artifacts and Enchanted Items

Lucius Black is the first Merchant Lord to join the group after Murkeye's secession from the Empire. Despite seeming to crave the attention of Murkeye's crowds and having a reputation for being the easiest Merchant Lord to gain a personal audience with ("easy" being a relative term), little is known of Lucius Black. His country of origin, cultural heritage, and even the source of his wealth is unknown. His age is also is disputed; some claim him to be no older than 30, while others insist that images dating back as far as the Serpent War depict a being who bears a striking similarity to Lord Black. Black seems to enjoy the mystery about his person and smirkingly refuses to release any further personal data. Rumors link Lord Black to several organized crime rings, perhaps explaining his shadowy past and his mysterious fortune. Publicly, Black makes his money on a seemingly endless supply of Pre-Devastation artifacts and post-Devastation items of exceptional quality.

"Information has power. Forgive me if I'm loathe to give it away."



"Queen" Ewa Grabowski
(Ay-Va Gruh-Bow-Skee)
Lawful Neutral Female Shadar-Kai, 39
Fortune Made From: Erotica and Prostitution

The exotic Shadar-Kai have only been known of in recent years, residing the country of Vashistan on the eastern coast of Sol. In 502, a grand Aurora swept across Vashistan's sky, leaving three out of every four Shadar-Kai remade into dragonlike humanoids--the Dragonborn. The remaining Shadar-Kai were labeled as impure--they had been judged by Bahamut, and had failed. Within a generation, the Shadar-Kai have become a gypsy class, unable to reap the benefits of Vashistan's collectivist society. Some Shadar-Kai have emigrated to Otep, the most successful of these being the Lady Grabowski. Since her rise to fame (or perhaps infamy) in the 510s, the Lady has crafted a veritable empire of smut of lust. Her morals are unconventional, but her business whit is unparalleled--except, perhaps, for the other Merchant Lords. The Lady Grabowski is known to have a tight alliance with Lord Tanaka, as both deal in industries considered beyong the moral ken of polite society; each fears the downfall of the other as momentum for their own demise.

"I don't understand this notion that I am immoral. Buying is legal. Selling is legal. Sex is legal. How should any combination therein be anything less than pedestrian?"