Evil / Undead Class : Evil Cultist - Faceless One

One could be the seller on the corner or the priest giving his sermon to the faithful, and it's possible that the queen is not who she says She is. They of observe everything with quiet patience, changing the world without anyone knowing. They are the Faceless Ones, and they are everywhere.

Among the paranoid, there are some who believe that society has been thoroughly infiltrated by doppelgangers, and that these mutable creatures dictate the tale of nations. To these individuals, joining the ranks of the doppelgangers is their inroad to power. They seek out an elusive group of cultists who call themselves the Faceless Ones, who might or might not be actual doppelgangers themselves.

If he succeeds in finding a patron to sponsor him, a potential candidate must prove his deceitfulness by murdering a person of power and passing himself off as that person. If he succeeds, then the Faceless Ones accept him into their shadowy organization.

The faceless one then begins to use his new found powers to infiltrate all strata of society. He gathers information, brokers deals and uses blackmail, deceit, and lies to gain what he wants. Occasionally, a higher-ranking member of the cult asks the member to perform some task on behalf of the organization, up to and including murder. Again, the faceless one is never sure it he is receiving orders from a true doppelganger or not. Part of this pact includes the slow loss of any former identity, as the faceless one must constantly change his appearance to maintain his powers.

Faceless ones show no discrimination on whom they focus their covert activities - dangerous, chaotic thieves' guilds are just as likely to be targeted as law-abiding temples of good. Because of the threat that they pose to security, the cult of the Faceless Ones is ruthlessly hunted down by almost every organization that knows of them.

Bards and rogues have the most potential to join the cult of the Faceless Ones, drawn to the ability to glide in and out of society with little hindrance. Sorcerers and wizards are just as likely to become members, as any potential candidate must have some experience with arcane magic. Druids and clerics of Olidammara occasionally become faceless ones.


To qualify to become a Faceless One, a character must fulfill all the following criteria:

Class Skills

The faceless one's class skills are Bluff, Craft, Diplomacy, Disguise, Forgery, Gather Information, Hide, Intimidate, Knowledge (any), Listen, Move Silently, Perform, Profession, Sense Motive, and Spot.

Skill Points at Each Level: 4 + Int modifier.

Class Features

All of the following are Class Features of the faceless one prestige class.

Weapon and Armor Proficiency: Characters gain no new proficiency with any weapons, armor, or shields for taking a level of faceless one.

Detect Thoughts (Sp): Starting at 1st level, the faceless one gains the ability to detect thoughts once per day as if cast by a 9th-level sorcerer. This increases to twice a day at 3rd level and three times a day at 9th level.

Change Self (Sp): At 2nd level, the faceless one can change self at will as the spell cast by a 9th-level sorcerer.

Resistance to Sleep and Charm (Su): At 4th level, the faceless one gains a +4 resistance bonus against sleep and charm effects.

Alter Self (Sp): At 9th level, the faceless one gains the ability to change his form at will as if by the alter self spell cast by a 9th-level sorcerer.

Shapechanger Apotheosis (Ex): At 9th level, the faceless one has more in common with doppelganger than his previous race. His natural appearance begins to become less distinct as his eyes, ears, and mouth pull into his face, leaving it more featureless. The faceless one's type changes to "shapechanger." This gives the faceless one darkvision with a range of 60 feet, if he does not already have it. Any spells or effects that target shapechangers affect faceless ones. This transformation has no effect on the faceless one's Hit Die type. In addition, the faceless one's mutable features grant him a +10 racial bonus to Disguise checks.

Ex-Faceless Ones: A faceless one who voluntarily changes his alignment away from evil or does not use the change self or alter self ability to deceive others at least once a week, loses all class abilities until re-accepted by the Faceless Ones cult. If the faceless one has gone through the shapechanger apotheosis at 9th level, his creature type remains "shapechanger," however, representing his separation from his former life.

Faceless OneHit Dice: d8
1st+0+2+2+2Detect Thoughts 1/day
2nd+1+3+3+3Change Self
3rd+2+3+3+3Detect thoughts 2/day
4th+3+4+4+4Resistance to sleep and charm
5th+3+4+4+4Alter self, detect thoughts 3/day, shapechanger apotheosis

Source: Dragon #300

Evil & Undead Classes