You learn additional maneuvers at higher levels, as shown on Table 1-1.
You must meet a
Ensouled Masquerader
“So many places, and I only have so many faces to see them with…”
_ maneuver of any level you like, as long as you observe your restriction on the highest-level
Orvin the Hellwalker
There are many who wish to become as great as the heroes of the legends passed down
through the flow of time, and many more who try to forge their own legends as adventurers. But
only a handful of those many can call upon the fallen legends’ powers and use them along side
of the Sublime Way’s most formidable combat techniques.
These people are Ensouled Masqueraders; people with the ability to mimic heroes and villains
from stories passed down to children as fairy-tales. They embody these legends and keep the
tales of old alive with every soulmeld they shape and every strike they perform. They are the
epitome of spiritual and physical unity, and they pride themselves for their awe-inspiring combat
prowess.
Making an Ensouled Masquerader
Each Masquerader is a pillar of morale, a shining exemplar of your own beliefs. Your powers are
drawn from your meldshaping and your intense training in the Sublime Arts. Your soulmelds
serve to improve your defenses and capabilities; your strikes and stances to act as your fangs
against any enemy who stands in your way. Your meldshaping powers can also augment your
martial artistry, to an extent.
Abilities: As with the meldshapers presented in Magic of Incarnum, you rely heavily on your
Constitution score. You also have a need for Strength and Dexterity, though your soulmelds can
mitigate the penalties for having one or both of them low.
Races: Perhaps unsurprisingly, Azurins and Skarn are the most common Masqueraders
there are. These two races compliment the abilities of the class with their own racial traits quite
nicely. After them are the Dragonborn and humans. Elves, despite their vast mythological
records, have very few of them in their ranks. This may be due to the fact that a large number of
elven myths are centered on their gods, and not their own kind. Orcs and Kobolds have a decent
number, at least one in every four hundred.
Alignment: Masqueraders are as devoted as any Soulborn, and share their religious
restrictions. They may be Lawful Good, Chaotic Good, Lawful Evil, or Chaotic Evil only.
Starting Gold: 5d4x10 (125 gp).
Starting Age: As paladin.
CLASS FEATURES
Like the Crusader, you bring a viscous array of combat abilities to the playing field. Like the
Totemist, you also bring a unique type of Chakra bind into play with any soulmeld you shape.
Your party can count on you to be the most effective frontline combatant they have at any given
time thanks to the interesting combination of meldshaping and martial techniques.
Weapons and Armor Proficiencies: Ensouled Masqueraders are proficient with all simple
weapons, and the favored weapons of each of their disciplines (see Tome of Battle: The Book of
Nine Swords for information on each discipline’s favored weapons). They are proficient with light
and medium armor, but not with shields.
Maneuvers: You begin your career with knowledge of three martial maneuvers. The
disciplines available to you are Devoted Spirit, Diamond Mind, Iron Heart, and Mythic Blade.
Once you know a maneuver, you must ready it before you can use it (see Maneuvers
Readied, below). A maneuver usable by an Ensouled Masquerader is considered an
extraordinary ability unless otherwise noted in its description. Your maneuvers are not affected
by spell resistance, and you do not provoke attacks of opportunity when you initiate one.
maneuver's prerequisite to learn it. See Table 3-1, page 39 of Tome of Battle: The Book of Nine
Swords, to determine the highest-level maneuvers you can learn.
Upon reaching 4th level, and at every even-numbered Ensouled Masquerader level after that
(6th, 8th, 10th, and so on), you can choose to learn a new maneuver in place of one you already
know. In effect, you lose the old maneuver in exchange for the new one. You can choose a new
maneuvers you know; you need not replace the old maneuver with a maneuver of the same
level. For example, upon reaching 10th level, you could trade in a single 1st-, 2nd-, 3rd- or 4th-
level maneuver for a maneuver of 5th level or lower, as long as you meet the prerequisite of the
new maneuver. You can swap only a single maneuver at any given level.
Maneuvers Readied: You can ready all three of the maneuvers you know at 1st level, but as
you advance in level and learn more maneuvers, you must choose which maneuvers to ready.
You ready your maneuvers by practicing the styles of legendary beings for 5 minutes. The
maneuvers you choose remain readied until you decide to exercise again and change them. You
need not sleep or rest for any long period of time to ready your maneuvers; any time you spend
5 minutes in practice, you can change your readied maneuvers.
At the beginning of an encounter, you have access to a number of your readied maneuvers
equal to the number shown in the parenthesis on Table 1-1. Though the numbers are different,
this is identical to the Crusader’s Maneuvers Granted feature (and as such you qualify for the
Extra Granted Maneuver feat as a Crusader of your Ensouled Masquerader class level) except
for the way they are recovered.
At any time during the encounter, you may take a Move action to move all Essentia you
currently have invested in any of your maneuvers back to your Essentia Pool (this is an
exception to the normal method of allocating your Essentia, and has no effect on your ability to
use the normal method). At the end of the round in which you do this, all of your readied and
expended maneuvers refresh, and you are given a new set of granted maneuvers as though the
encounter had begun anew.
Stances Known: You begin play with knowledge of one 1st-level stance from any discipline
th th
open to an Ensouled Masquerader. At 7th, 11th, 15 , and 19 level, you can choose additional
stances. Unlike maneuvers, stances are not expended, and you do not have to ready them. All
the stances you know are available to you at all times, and you can change the stance you are
currently using as a swift action. A stance is an extraordinary ability unless otherwise stated in
the stance description.
Unlike with maneuvers, you cannot learn a new stance at higher levels in place of one you
already know.
Meldshaping: Like other meldshapers, you too have the ability to forge the unusual items
that are soulmelds to serve your purposes. The Ensouled Masquerader soulmeld list is found in
Table 1-2, which will be presented later on. You know and can shape any soulmeld from this list
as long as it does not have an alignment descriptor opposite of your own alignment. Soulmelds
that have all four alignment descriptors have a strange sort of flexibility, and automatically lose
the alignment descriptors that oppose your own alignment, allowing you to shape them
unhindered.
The Difficulty Class for a saving throw against an Ensouled Masquerader soulmeld is 10+the
number of points of Essentia invested+ your Constitution modifier. Your meldshaper level is
equal to your Ensouled Masquerader class level.
Like other meldshapers, you can only shape a certain number of soulmelds each day. Your
basic daily allotment is given on Table 1-1: The Ensouled Masquerader. The maximum number
of soulmelds you can shape simultaneously is equal to your Constitution score minus 10 or the
number shown on the table, whichever is lower. At 1st level, you can shape a single soulmeld at
a time (assuming you have a Constitution score of at least 11). As you advance in level, you can
shape an increasing number of soulmelds.
At 1st level, you also gain access to your personal pool of Essentia, which can be invested into
your soulmelds to increase their power (you may also invest them into other receptacles). Your
Essentia pool’s size is shown on Table 1-1: The Ensouled Masquerader. Your character level,
as noted on page 19 of Magic of Incarnum, determines the maximum quantity of Essentia you
can invest into any single soulmeld. As a swift action, you can reallocate your Essentia
investments in your soulmelds (and maneuvers, see Soulfused Strike below) every round.
 As with all meldshapers, you do not study or prepare soulmelds in advance, but must have a
good night’s rest and must meditate for one hour in order to shape your soulmelds (see Shaping
Soulmelds, page 49 of Magic of Incarnum).
Chakra Binds: Beginning at 3rd level, you can bind your soulmelds to your Chakras, granting
you new powers based on the soulmeld and Chakra chosen. Binding a soulmeld to a Chakra
closes the body slot associated with that Chakra (see Chakras, page 50 of Magic of Incarnum),
so that you cannot also benefit from a magic item worn on the body slot associated with that
Chakra.
The number of Chakra binds that you can have active at any one time depends on your level,
as shown on Table 1-1: The Ensouled Masquerader. At 3rd level, you can bind a soulmeld to
your Mask Chakra (see below). Beginning at 7th level, you may bind soulmelds to your Crown,
Feet, or Hands Chakra. At 11th you may bind soulmelds to your Arms, Brow, or Shoulders
Chakra, and finally, at 15th you may bind soulmelds to the Throat or Waist Chakra. You never
gain access to your Heart or Soul Chakras without the use of Epic Feats or by multiclassing.
For more information on Chakra binds, see page 51 of Magic of Incarnum.
Aura (Ex): You have a powerful aura that corresponds with your alignment (see the detect
evil spell). The power of your aura is based on your Ensouled Masquerader class level, just like
the aura of a cleric.
Similarly, your soulmelds radiate an aura identical to yours as though they were aligned magic
items with a caster level equal to your class level.
Soulfused Strike (Su): At 1st level, you have mastered the secrets of enhancing your martial
maneuvers and stances with the power gleaned from Essentia. You may invest your Essentia in
them as though they were soulmelds. There is no limit to the number of maneuvers you can
invest Essentia in other than your own Essentia pool, but all of your maneuvers have an
Essentia capacity equal to the highest Essentia capacity of all of your Incarnum receptacles.
Investing Essentia in your maneuvers raises your initiator level when you initiate that
maneuver equal to the Essentia invested, and grants an Insight bonus to any skill checks made
for that maneuver or stance (some maneuvers have additional effects based on the amount of
Essentia invested in them, see the text of each maneuver or stance for details on this). This
does not affect your ability to learn maneuvers at all it just improves the maneuver’s abilities that
are dependent on your Initiator level
(such as the Iron Heart Endurance maneuver).
For example, if you invest 2 points of Essentia into the Moment of Perfect Mind maneuver you
get a +2 Insight bonus on the Concentration check made when you initiate the maneuver, and
are treated as having an Initiator level 2 higher than it normally is (though for this particular
maneuver your Initiator is irrelevant). The Insight bonus to skill checks only applies if the
maneuver invested in requires a skill check; the invested Essentia has no effect on other abilities
granted by the maneuver aside from the ones listed above.
If this ability is negated (such as by an Antimagic Field) it has no impact on the maneuver
itself. The benefits are simply lost until the effect suppressing this magic is ended.
Essentia invested in a strike remains in it until you reallocate it through some means, even if
the maneuver is expended or not granted. You can only invest Essentia into a readied
maneuver, though the maneuver need not be granted to you when you do so.
Incarnum’s Grace (Su): At 2nd level, you gain a morale bonus to all of your saving throws
equal to one half of your Essentia pool. Thus, if you have 4 points of Essentia, you get a +2
Morale bonus to all of your saves. At no point may this bonus exceed your meldshaper level.
Mask Chakra Bind: At 3rd level, you gain a unique Chakra bind, much like that of the
Totemist’s Totem Chakra: the Mask Chakra. This Chakra is not associated with any particular
body slot (despite its name), but rather is a manifestation of ancient legends and potent beings,
and it grants you some of the abilities and tricks that mythic heroes and villains once called their
own. When you bind a soulmeld to your Mask Chakra, you physically change to help you mimic
these potent beings and the very things that made them heroes (or otherwise). Since it does not
correspond with a body slot, you are not denied the use of any of your magic items for binding a
soulmeld to your Mask Chakra.
Any soulmeld you bind to your Mask Chakra has a higher Essentia capacity than normal (one
higher at 3rd, two higher at 16th). At 8th level, the effective meldshaper level of any soulmeld
bound to your Mask Chakra is equal to your actual meldshaper level+1. The primary benefit of
this is to protect it from being unshaped forcefully and to improve your chances of overcoming
spell resistance with certain soulmelds (as per the Soulmeld-Magic transparency detailed on
page 52 of Magic of Incarnum.
At 12th level, you may bind up to two soulmelds to your Mask Chakra. You cannot bind the
same soulmeld twice. You gain the benefits of both Chakra binds.
Bonus Feat: At 5th level, and every 4 levels thereafter, you gain a bonus feat from the list
below. You must meet the prerequisites for the feat in order to select it.
Bonus Feat List: Blade Meditation(Bo9S), Combat Reflexes, Improved Initiative, Ironheart
Aura(Bo9S), Unnerving Calm(Bo9S), Martial Study(Bo9S), Martial Stance (Bo9S), Extra Granted
Maneuver(Bo9S), Evasive Reflexes(Bo9S), Improved Unarmed Strike, Superior Unarmed Strike(Bo9S),
Vital Recovery, any Incarnum feat (see Magic of Incarnum), or any feat presented below.
1000 Masks (Su): At 20th level, you are able to bypass one of the major restrictions affecting
most meldshapers. You may now bind your soulmelds to multiple chakras.
Normally, a single soulmeld may only be bound to one chakra at a time. With this class
feature, you are able to bind a single soulmeld to a number of additional chakras equal to half
your Consitution modifier. You may divide this ability amongst multiple soulmelds, binding each
one to a separate chakra. You cannot exceed the number of chakra binds you can normally
make in a day. You receive all of the benefits and penalties associated with doing so (such as
not being able to wear a magic item on that chakra slot). You must follow the other restrictions
when binding soulmelds to a chakra (such as not being able to bind two soulmelds to a single
chakra).
For example, a 20th level Ensouled Masquerader with a Consitution score of 30 shapes the
Five Faces of the Queen. He chooses to bind that soulmeld to his Mask chakra. Due to
advanced knowledge, he knows he will need several of the Five Faces abilities, and thus
decides to use the 1000 Masks class feature on the Five Faces of the Queen. In doing so, he
can now bypass the chakra bind restriction and bind it to an additional 5 chakra slots, gaining
each of those chakra bind’s abilities for doing so. He chooses to bind it to the Crown, Brow,
Throat, and Arms chakras. He wants to bind it to his Heart chakra, but is at his limit of daily
chakra binds and does not have access to the Heart chakra anyway.
The next day, he choose to have the Five Faces of the Queen to be bound to 3 chakra slots
(his Mask, Arms, and Throat, respectively), which leaves him with 3 uses of his 1000 masks
class feature. He chooses to bind the Tyrant’s Mark to his Waist and Shoulders, using up only
one of those three. If he had additional Chakra binds per day, he could have bound the Tyrant’s
Mark or Five Faces to his Crown chakra using the 1000 Masks class feature.
Ex-Masqueraders: As with several other classes who must choose from a set of
alignments, the Ensouled Masquerader has a set of penalties associated with violating their
chosen alignment. If your alignment shifts from the four alignments designated for you, you lose
access to a number of abilities. Specifically, if you cease being Lawful Good, Chaotic Good,
Chaotic Evil, or Lawful Evil, you lose the ability to shape soulmelds that have those alignment
descriptors and the ability to ready or initiate maneuvers with an alignment descriptor.
If your new alignment is one of the four allowed by this class, then you retain these abilities
(however any and all maneuvers/stances with a descriptor opposite of your new alignment are
immediately exchanged for an equal amount of equal or lesser level maneuvers/stances that you
qualify for as appropriate for each maneuver/stance lost in this way). You may regain these
abilities if you return to one of the four alignments specified above and receive the effects of an
Atonement spell.
Other than the effects and loses specified above, no other abilities of this class are lost if you
change alignment. You may continue gaining levels in the class normally, though any decisions
you make must be based on your new alignment instead of your previous one.
Playing an Ensouled Masquerader
Your abilities come not only from strict martial training, but from the spirits that make up every
single mote of Essentia that you use to shape your soulmelds and fill them with. Your styles
mimic legends that are still passed down to this very day, be it from villainous beings who are
whispered of in those tales, or grand heroes who the bards still sing of to this day. You most
likely adventure to become a living legend yourself in hopes that you too will live on in the form
of a soulmeld bound to another meldshaper, if only to remind them that you were something
grand in life.
Where you heard the legends from, only you can say. But who taught you to harness the
power spoken of in those tales leaves a question on everyone’s tongue. Perhaps another
Masquerader showed you the tricks to meldshaping and took you in as an apprentice to keep
the legends alive. Or perhaps you studied the myths written in ancient scrolls and are completely
self-taught in the Sublime Way, only learning the powers of other meldshapers by pure mistake.
Religion: Many Masqueraders give praise to the gods who once guided the heroes of old.
Some may even worship the dead heroes themselves, though such people still pay respect to
the beings that showed these people the way to greatness. And still some turn their backs to all
gods, preferring to believe in their own powers over that of celestial and infernal beings that have
never felt the fear of death or the glory beyond it. Though not always evil, many of the ones who
think this way are malicious and cruel.
Other Classes: Masqueraders get along well with Totemists and Crusaders; perhaps due to
the similarities between their beliefs. They tend to clash with Warblades, as members of both
classes tend to seek glory and power. Spellcasters are often mystified by a Masquerader’s
abilities, as only students of the Desert Wind and Shadow Hand can claim to have as much
magical prowess as one. Due to this, Swordsages often study along side of their meldshaping
friends, and swap tales by the fireside if they do not disagree with each other’s beliefs.
Combat: Your soulmelds and maneuvers from the Mythic Blade discipline are all highly
magical, and will tend to draw attention to yourself if displayed openly. When they do display
their abilities, it tends to draw awe and fear from onlookers, so how a Masquerader prefers to
fight is solely up to the individual. Some cherish the higher profile, while others try to keep it a
secret from anyone they do not regularly adventure with, at least until it is needed.
They have a number of area-affect and ranged maneuvers, something that sets them apart
from most other martial adepts. Due to this, they can fare well against most forms of encounters.
Their soulmelds can cover many of their weaknesses, and their Essentia can vastly improve the
effectiveness of all of their abilities, to an extent.
With so many abilities to choose from, they are extremely versatile when they need to be. But
their biggest weakness is the fact that they cannot change their abilities on the spot, a problem
shared by most meldshapers.
Advancement: As a Masquerader, you have a vast array of influences. Veritable scores of
people will hear your every deed, and look to your words (whether those words are looked upon
with consideration or discrimination is based on the individual in question and where your
actions stand with their morals). You must be careful what you say and do, as your actions will
affect those above and beneath you in a number of ways.
Some Masqueraders act like bards, marshals, or crusaders; taking their abilities and tales to
the battlefield where they can impact the most lives. Others prefer a path similar to a druid’s or
an incarnate’s, though the ones that do look to such people’s actions while holding their tongues
if the other is superior to them in rank or abilities. And many more choose the path of a
freelancing warblade or fighter, saving themselves the trouble of dealing with those who outrank
them by not caring about rank at all.
Your path is less rigorous than the paladin’s or monk’s, though you benefit greatly from
sticking with it rather than trying out new abilities. Remember that very few things can advance
your meldshaping and your martial artistry, though several paths will advance one or the other.
The melds you shape and the maneuvers you learn or ready have a dramatic impact on the way
you act in combat. Due to this fact, you may choose to leave your feats for more mundane effect
that either of the two neglects to improve, or may wish to supplement one (or both) with them.
Power Attack, Expanded Soulmeld Capacity, and many of the feats presented later on will
improve your combat skills far beyond where your maneuvers and soulmelds leave off.
Ensouled Masqueraders in the World
“I have no idea how he did it either, sir. All I saw was his weapon glowing blue and a lot of
floating pieces of armor on him when he did it.”
_
Frustrated watchman to captain
Masqueraders live and legends are told, and someday those legends will include the
Masquerader with them. They seek to become as immortal as the beings whose powers they
borrow with their soulmelds, or to exceed those very legends themselves. Many of their abilities
serve to imitate powers that took most heroes and villains years to master, and they mimic those
abilities flawlessly with the aid of their meldshaping.
Daily Life: What little time they get to themselves or on the road is dedicated to sifting
through the tales of old for inspiration for their next newfound strike, or practicing their
meldshaping while reciting the very tales that stirred their hearts to follow this path of legends.
Chaotic Masqueraders bask in the glory their abilities bring or tell the stories of previous victories
and the techniques they used to achieve them. Lawful ones prefer to let the bard or scribe to the
talking while they polish their armor or weapons to a perfected shine. Those with evil intent
sometimes demonstrate their powers on unsuspecting underlings to intimidate the onlookers into
obeying them, or try to use their impressive combat abilities to work their way up the social
ladder and maintain power over an entire kingdom (or more). Virtuous Masqueraders try their
hardest to assist the victims of such malevolence, often bringing their powers to bear on the
evildoer’s own head before the very people they subject.
Notables: Most Masqueraders prefer to keep the stories they tell in check, in order to prevent
their enemies from following the tales back to themselves. But being able to mimic the powers of
grand heroes can be difficult to hide, as the Changeling Orvin has found out. He once
slaughtered three small towns and their defenders in hopes of drawing out his latent greatness,
and was careful to hide his face behind the soulmelds he bound to his Chakras and his own
racial abilities. He was discovered by another Masquerader and his party, and subjected to a
Mark of Justice which he soon violated. Now he bears a mark on his torso that even the thickest
of armor and most potent of magic cannot hide, and that an entire countryside has been alerted
to the design of this marking only complicates his position. What more, people know he is a
Changeling due to the effects of the Mark of Justice, so attempts to fake his own death by
framing another have failed. A sizeable bounty has been placed on his head, and a vast number
are out to claim his corpse as their key to the gates of wealth. He still seeks out the ones who
cursed him, in hopes of exacting his own twisted revenge on them.
Organizations: Chaotic Masqueraders lack the patience to form an order or guild (and they
dislike the idea of sharing the glory any more than needed), though a few small cliques tend to
form in major cities. Lawful Masqueraders tend to belong to the local garrison as guards, and
some major metropolises are blessed with a number of such people in their ranks. Evil ones
favor seclusion over unity, though some form entire armies in their own name in hopes that a
greater glory could be found. The more just and righteous favor church pilgrimages and
adventuring guilds, in hopes of spreading their causes to the many.
Table 1-1 The Ensouled Masquerader Hit Die: d10
Base Attack Fort Ref Will Man. Man. Stances Chakra
Level Special Soulmelds Essentia
Bonus Save Save Save Known Readied Known Binds
1st +1 +2 +0 +0 Aura, Soulfused Strike 3 3 (1) 1 1 1 0
2nd +2 +3 +0 +0 Incarnum's Grace 3 3 (1) 1 1 1 0
Mask Chakra Bind (+1
3rd +3 +3 +1 +1 3 3 (1) 1 2 2 1
capacity)
4th +4 +4 +1 +1 4 3 (1) 1 2 3 1
5th +5 +4 +1 +1 Bonus Feat 4 4 (2) 2 2 4 1
6th +6/+1 +5 +2 +2 4 4 (2) 2 3 5 1
Chakra Binds (Crown, Feet,
7th +7/+2 +5 +2 +2 5 4 (2) 2 3 6 2
Hands)
Mask Chakra Bind (+1
8th +8/+3 +6 +2 +2 5 4 (2) 2 3 7 2
Meldshaper level)
9th +9/+4 +6 +3 +3 Bonus Feat 6 4 (2) 2 4 7 2
10th +10/+5 +7 +3 +3 6 5 (3) 3 4 8 2
Chakra Binds (Arms, Brow,
11th +11/+6/+1 +7 +3 +3 7 5 (3) 3 4 9 3
Shoulders)
Mask Chakra Bind (Double
12th +12/+7/+2 +8 +4 +4 7 5 (3) 3 5 10 3
Bind)
13th +13/+8/+3 +8 +4 +4 Bonus Feat 8 5 (3) 3 5 11 3
14th +14/+9/+4 +9 +4 +4 8 5 (3) 3 5 12 3
15th +15/+10/+5 +9 +5 +5 Chakra Binds (Throat, Waist) 9 6 (4) 4 6 13 4
Mask Chakra Bind (+2
16th +16/+11/+6/+1 +10 +5 +5 9 6 (4) 4 6 14 4
capacity)
17th +17/+12/+7/+1 +10 +5 +5 Bonus Feat 10 6 (4) 4 6 15 4
18th +18/+13/+8/+3 +11 +6 +6 10 6 (4) 4 7 16 4
19th +19/+14/+9/+4 +11 +6 +6 11 6 (4) 4 7 17 5
20th +20/+15/+10/+5 +12 +6 +6 1000 Masks 11 7 (5) 5 7 18 5
Class Skills (4+Int modifier per level, x4 at 1st level): Balance, Concentration, Craft, Diplomacy, Intimidate, Jump, Knowledge (Arcana),
Knowledge (the Planes), Knowledge (Religion), Martial Lore, Spellcraft, Tumble.