Players like shapeshifting classes because they're cool, because they have a wide range of cool abilities... and because they're massively breakable. DMs can often hate them because of the breakableness, because of the headache of keeping track of what the player's doing, and because of the player always being able to pull something out of a hat that counters what the DM is doing.
The intention of the Shapeshift Druid in PHBII was to keep the cool, and some of the range of cool abilities, whilst removing the brokenness and making it managable for the GM to know what you're doing and can do.
So, here's a question: Could the Master of Many Forms be converted in a similar fashion? The point of MoMF is to take the adaptability of Wildshaping to the max, whilst still remaining 'natural' insofar as you turning into specific and distinct forms, rather than becoming a shifting mass of flesh and bone.
The way that occurs to me is to nick a trick from the Master of Masks, and have you pick the abilities/forms you want, though in this case gaining multiple extra forms each level, I'd say. Then have some inherent upgrading as levels go by. One big question is whether you should've picked up all the forms by the end of the class, I'd somewhat lean towards yes. Another question is size. Either have a general size-shifting ability, or give each form various sizes it can be.
You'd keep the Shapeshift druid's unrestricted number/duration of shifts, and swift action changes. I'd also give feats in a similar way to Shapeshift druid does. You'd get the various Shapeshift forms as stuff to take too, possibly with buffs – for example gaining Earth Glide when in Earth Elemental form. The idea is to have a manageably trackable number of of abilties, not to get rid of all the abilities that let you get around stuff.
An ability that would seem to be worthwhile would be letting magic items still work without having to pay extra for them to meld. You wouldn't get the Armour bonus of your armour, but you'd get the enhancement and abilities of it.
Examples:
Dragonic form. Probably a level restricted form. Firebreath with a cooldown, flight, various sizes, fair bit of natural armour, stat increases, lots of natural attacks, possibly flyby attack, Elemental damage resistance, possibly immunity (at 10th). Probably get to pick a number of different dragons equal to your class level that you can turn into.
Aquatic form: Fairly fast, blindsense underwater. Not sure what else to give this one. Possibly get huge and be a ship sinking sea monster at high levels.
Thousand Faces: Look like who you want. Not sure what to stick on this.
Aerial form (from Shapeshift Druid): Get faster and maybe perfect manuverability, possibly get extra attacks, get improved flyby attack, adroit flyby attack.
Predator form (from Shapeshift Druid): Get a bit faster, possibly more attacks, scent and track, Stealth bonuses, HiPS at 10th?
Ferocious Slayer form (from Shapeshift Druid): Get even bigger, stronger, etc. Cleave/Great Cleave, or Power attack?
Venomous stalker form: Decent poison, good stealth, climb. Sneak attack? Quite possibly let it get pretty tiny, whilst retaining strong poison. Tremorsense? Probably medium level restricted.
Forest Avenger (from Shapeshift Druid): Talk to plants, better DR, treewalk? Probably level restricted.
Elemental Fury (from Shapeshift Druid): Earthglide for Earth, flight for Fire and Air, ability to flow through anywhere water can fit as water. Whirlwind as Air, Vortex as Water, earth tremor ability as Earth, Burn as fire. Probably level restricted.
Fey form: Charm/Illusion abilities. Possibly sneak, possibly flight, possibly invisibility. DR/cold iron.
Ooze form: Blindsight, squeezyness, acid. Not sure what else. Probably level restricted.
Giant: Get steadily huger, to Gargantuan or Collosal. Get rock thowing. Overrun/stamp. Possibly some ability to (relatively) easily rip apart/break down walls/buildings that aren't magically protected.
Animated Item: Turn into something that looks like an ordinary item, but is animated. Immunity to crits, strong, the utility of having your cart being a party member.
The one thing it seems to be lacking ATM is enough utility abilities. Shapeshift Druid has Druid spells to do that, Master of Many Forms has the specific abilities of its specific class. Possibly allow this to have slowed druid spell progression, or just add in a number more utility abilities.
So, thoughts, suggested forms, adjustments?
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