Prestige Classes


“Every creature is but a role.”

—Beriel, Comedian of Calamity and Tragedian of Triumph

Belief and perception shape reality. In worlds where religions derive might from the faith of believers and where amazing magic sways the mind, those who command the senses hold great power. In such an environment, the master of masks takes center stage. Wearer of a thousand faces, with an identity as fluid as that of a crowd of strangers, this thespian of possibilities decides what is real and what can be.


A master of masks must be a consummate actor. Anyone capable of shifting from role to role convincingly might enter the prestige class. Many are bards, who are the most obviously talented in the performing arts. Particularly theatrical rogues or those who specialize in disguise also sometimes become masters of masks, as do some multiclass sorcerers or wizards—especially those with a fondness for illusions. Characters of a more martial bent or serious personality usually see acting as frivolous and do not pursue the class.


Your power lies in your talent at manipulating reality through the secret knowledge of those who have come before. You are secure in the perfection of your artistry; masters of masks often adopt grandiose titles. When not in character—a rare occasion—your own personality might reflect either inner confidence or the aloofness and lack of direction that come from being without a role.

Few others share your consummate skill in the performing arts. Some are teachers, others are rivals, and the rest to you are mere hacks, but all participate in an old and little-understood tradition. This loose guild of like-minded thespians helps you refine your abilities, creating new personas and new powers, though mastery depends on intense practice and personal epiphanies. Nonperformers could never understand how your craft submerges you in a role so completely that the role becomes reality.


Your role on the battlefield depends on your character background and the masks you have created and mastered. If you prefer stealth, you likely avoid detection behind the faceless mask and don the mask of the assassin to surprise your opponents. On the other hand, if you are a front-line combatant, you might wear the mask of the gladiator or the savage. The masks of the high priest and the lord help you bolster allies, while the mask of the demon brings allies to your side. Those of the archmage and the dragon give you magical offensive power. Your versatility is your greatest strength.


You have always been intrigued by the malleability of perceived truth: The most subtle hint, emphasis, or rearrangement of facts can lead others to think and act exactly as you wish. You grew adept at becoming what you weren’t, either onstage or in the employ of those who had uses for such a talent. Eventually you discovered the fellowship of like artists who had been sculpting truth for seemingly as long as civilization has existed. You either sought them out yourself or were introduced by another who recognized your talents, and now you perfect the method of the masters of masks.

Since you manipulate belief and perception, you must continue to improve skills related to this expertise, such as Bluff, Disguise, Perform (act), and Sense Motive. Interaction skill tricks (page 82) give you more options to exploit your talents. Your abilities range widely, depending on the masks you’ve constructed, so you might also take ranks in other skills that work with them. Feat choices likewise should improve your mastery of deception or amplify the benefits of your masks.


You receive no material aid from others who share your talents, but a measure of professional respect exists among peers dedicated to upholding the secrets of your art. Rather than a formal organization, fellowship in the acting profession is acknowledged among its members. A mentor might have trained you, or you are friendly with other masters of masks. Such allies can help you practice and refine your skills or suggest new masks.

A single rule binds masters of masks: One cannot use his abilities against another. Violation of this principle results in no physical or material penalty, but the offender is forever cut off from his fellows. His ill reputation precedes him throughout the acting community, which can result in financial hardship. Most adhere strictly to this injunction, but in a profession that depends on warping reality, morality is flexible as well, and a few masters of masks pay this warning no heed.


“How can both an angel and a demon exist in one body?”

—Apatura Iris, critic at the Free City’s Grand Theatre

Thieves, spies, truth-benders, and mysterious figures, masters of masks cloak themselves within their roles and hide behind their elegant personas. Those who do not belong to their shrouded and ancient tradition have tremendous difficulty learning anything about their ranks or true powers. Thus, these master impersonators add new layers of intrigue to any campaign, as well as a strange new kind of magic.


Masters of masks rarely form substantial organizations: Disputes over personal expression and technique, as well as clashes between egos, are barriers to cooperation. Those initiated into the class’s secrets acknowledge a loose fellowship defined by their shared abilities. Still, many masters of masks see others as threats, rivals who could reveal their complex subterfuges to further their own ends. Masters of masks usually ingratiate themselves with groups of wandering performers, con artists, or adventuring parties that need their duplicitous abilities.

NPC Reactions

Few know that masters of masks even exist, so the average person has no preexisting attitude toward them, even if one declares himself openly. Those who are aware of these truth-shapers treat them as exceptionally skilled actors, or perhaps as spies or assassins, and react accordingly.

Bards usually know of masters of masks and see them as incredibly talented performers. Their admiration borders on awe, so their attitude toward members of this class is typically friendly. Other spellcasters usually treat masters of masks with respect, out of interest in the strange magic these roguish actors possess, and seek interviews and demonstrations at every opportunity. Their attitudes too tend toward friendly, though out of personal interest and curiosity.

Those who hold positions of political or military authority consider masters of masks to be dangerous spies. Any member of a lawful organization or of a secretive group fears and distrusts them, with a starting attitude no better than unfriendly.


Characters with ranks in Knowledge (local) can research masters of masks to learn more about them. When a character succeeds on a skill check, the following lore is revealed, including the information from lower DCs.

DC 10: Masters of masks are actors and disguise artists who use masks in their performances and deceptions.

DC 15: Masters of masks are spies just as often as they are entertainers.

DC 20: A master of masks relies on different personas to use a wide repertoire of abilities, including many potent magical effects.

DC 30: Characters who achieve this level of success can learn important details about specific masters of masks in your campaign, including a notable individual and the title he goes by, the area in which he operates, and what masks he wears.

Masters of masks are difficult to find. PCs wishing to make contact might inquire through the criminal underworld or at local playhouses. A master of masks follows up if he is interested, or remains elusive otherwise.


The master of masks is perfect for players who are not satisfied with just one party role. Since each mask bestows a different ability, the prestige class is as versatile and varied as the player customizes it to be.

As an NPC, a master of masks might be a consummate impersonator who is nearly impossible to pin down, or an expert agent in the employ of rivals.


The master of masks is flexible enough to fit a variety of roles in nearly any campaign setting. One interpretation of the class might have a more sinister nature, with each mask drawing its abilities from trapped outsiders bound within. Masters of masks might be members of an organized group of spies or assassins in the service of an unscrupulous government, arcane organization, or deceptive religion. Alternatively, masters of masks and their signature disguises might be far rarer than suggested above. Perhaps each mask is unique, and a handful of masters compete to find a legendary mask, each hoping to make its powers his alone.

Hit Die: d6.


To qualify to become a master of masks, a character must fulfill all of the following criteria.

Skill: Bluff 8 ranks, Disguise 8 ranks, Perform (act) 8 ranks.

Languages: Any four.

Special: Must have successfully impersonated an individual, fooling even that person’s friends and associates.

Class Skills

The master of masks' class skills (and the key ability for each skill) are Appraise (Int), Bluff (Cha), Craft (Int), Disguise (Cha), Forgery (Int), Sleight of Hand (Dex), Speak Language (none).

Skill Points at Each Level: 4 + Int modifier.

Table: The Master of Masks

Level Base
Special Spellcasting Masks Known
1st +0 +0 +2 +2 Persona masks 2
2nd +1 +0 +3 +3 +1 level of existing spellcasting class 3
3rd +1 +1 +3 +3 Mask specialist 4
4th +2 +1 +4 +4 +1 level of existing spellcasting class 4
5th +2 +1 +4 +4 Many faces (2, move) 5
6th +3 +2 +5 +5 Hidden mask 5
7th +3 +2 +5 +5 +1 level of existing spellcasting class 6
8th +4 +2 +6 +6 Many faces (3, swift) 6
9th +4 +3 +6 +6 +1 level of existing spellcasting class 7
10th +5 +3 +7 +7 Many faces (4, immediate) 7
Class Features

All of the following are class features of the master of masks prestige class.

You take on roles as befits your situation. Whether donning the mask of the jester to entertain a crowd or the mask of the gladiator and joining battle, your greatest talent is your versatility.

Spellcasting: At 2nd, 4th, 7th, and 9th level, you gain new spells per day and an increase in caster level (and spells known, if applicable) as if you had also gained a level in a spellcasting class to which you belonged before adding the prestige class level. You do not, however, gain any other benefit a character of that class would have gained. If you had more than one spellcasting class before becoming a master of masks, you must decide to which class to add each level for the purpose of determining spells per day, caster level, and spells known.

Persona Masks (Su): You gain the ability to craft potent magical masks, each of which allows you to take on a different persona and gain some aspect of that creature or archetypal character. At 1st level, you learn to create and use two masks selected from those described below. At 2nd level, and at every odd-numbered level thereafter, you can create and use one more mask from the list.

Creating a new persona mask requires 8 hours of work and costs 100 gp. You can use only persona masks that you have crafted. No one else (not even another master of masks) can benefit from a persona mask that you create.

To gain the benefit of a mask, you merely wear it. Putting on a mask is a standard action, and removing one is a move action. Once it is worn, the mask’s benefit immediately applies. Your master of masks level is your caster level for any spell-like abilities produced by a mask.

In addition to its other benefits, a mask conceals your alignment, replacing it (for the purpose of detection spells or abilities) with an alignment appropriate to the mask. You still retain your normal alignment for all other purposes (such as if a paladin uses smite evil against you).

One or more persona masks can be worn at the same time, occupying the eye lenses/goggles body slot.

Angel: The image of an androgynous face with eyes serenely upturned to the heavens forms this mask, carved from flawless alabaster. Cultic runes adorn the forehead and cheeks, and its edges are ringed by downy feathers.

As an immediate action, you can use feather fall as a spell-like ability any number of times per day, but only on yourself.

Once per day as a swift action, you can use fly as a spelllike ability; the effect lasts for 5 rounds. As you advance in the master of masks class, you can use this ability more often: twice per day at 4th level, three times per day at 7th level, and four times per day at 10th level.

Your alignment appears to be lawful good while you wear an angel mask.

Archmage: This mask of deep purple fluorite is sculpted in the image of a heavily wrinkled old man. A roughly circular tangle of arcane runes appears where the visage’s mouth should be.

You can use each of these spell-like abilities once per day: charm person, dancing lights, detect magic, and magic missile. As you advance in the master of masks class, you can use additional spell-like abilities, each once per day: 4th level, invisibility and scorching ray; 7th level, lightning bolt and slow; and 10th level, dimension door and ice storm.

Your caster level is treated as two higher for the purpose of casting arcane spells (up to a maximum of your character level). If you have no arcane spellcasting ability, this effect grants you no benefit.

Your alignment appears to be chaotic good while you wear an archmage mask.

Assassin: Hardened black leather and metal clasps create the disturbing aspect of the assassin. A jagged, cruel slit forms the opening for the mouth, and the mask’s edges are worn and stained.

You can deliver a sneak attack that deals an extra 1d6 points of damage when you are flanking an opponent or at any time when the target would be denied its Dexterity bonus (see the rogue class feature, PH 50). As you advance in the master of masks class, your sneak attack becomes more devastating: This extra damage improves to 2d6 points at 4th level, 3d6 at 7th level, and 4d6 at 10th level. If you get a sneak attack bonus from another source (such as rogue levels), the bonuses on damage stack.

In addition, you gain a +2 competence bonus on Hide and Move Silently checks. This bonus improves to +4 at 4th level, +6 at 7th level, and +8 at 10th level.

Your alignment appears to be lawful evil while you wear an assassin mask.

Demon: This obsidian mask bears the visage of a darkly handsome fiend. Small, black horns adorn the demon’s forehead, and its black ears rise to points. Its smiling mouth shows rows of sharp teeth.

Once per day, you can use summon monster III as a spell-like ability, only to summon creatures of chaotic evil alignment. As you advance in the master of masks class, you can summon increasingly powerful creatures: At 4th level, you can instead use summon monster IV; at 7th level, summon monster V; and at 10th level, summon monster VI.

Your alignment appears to be chaotic evil while you wear a demon mask.

Dragon: This multihued mask of precious metals and scintillating gemstones forms the terrible visage of a snarling wyrm. A sunburst of metallic and bejeweled scales flares out around the reptilian face.

Three times per day you can breathe a cone of fire as a standard action. The cone is 30 feet long and deals 2d8 points of fire damage. A successful Reflex save (DC 10 + your master of masks level + your Cha modifier) halves the damage dealt. Once you use this ability, you can’t use it again for 1d4 rounds. As you advance in the class, you can deal additional damage with this ability: 4d8 points at 4th level, 6d8 at 7th level, and 10d8 at 10th level.

Your alignment appears to be neutral evil while you wear a dragon mask.

Faceless: Only a pair of empty eyeholes break this otherwise featureless oval, porcelain mask.

You gain a +5 competence bonus on saves against mindaffecting spells and abilities. You are protected from divination effects as if by a nondetection spell; the DC of the caster level check is 15 + your master of masks level.

Even if the nondetection effect is overcome, your alignment appears to be neutral while you wear a faceless mask.

Gladiator: This wyvern-hide mask is shaped like the face of a grim warrior. Scars cover its surface, and silver chainmail rings surround its outer edge.

You gain proficiency with all martial and exotic weapons. You also gain a +1 competence bonus on attack rolls and weapon damage rolls. As you advance in the master of masks class, you become more expert in weapon use: This bonus improves to +2 at 4th level, +3 at 7th level, and +4 at 10th level.

Your alignment appears to be neutral while you wear a gladiator mask.

High Priest: This mask of rose porphyry has a wide mouth open in song, but instead of eyes it has slits twisted into runes (these do not restrict your vision).

You can use each of the following spell-like abilities once per day: bless, cure light wounds, protection from evil, and sanctuary. As you advance in the class, you can use additional spell-like abilities, each once per day: At 4th level, you can use aid and lesser restoration; at 7th level, cure serious wounds and remove curse; and at 10th level, death ward and neutralize poison.

Your caster level is treated as two higher for the purpose of casting divine spells (up to a maximum of your character level). If you have no divine spellcasting ability, this effect grants you no benefit.

Your alignment appears to be neutral good while you wear a high priest mask.

Jester: Gaudy ribbons, tinkling bells, and a bobbing cockscomb adorn this leather mask. Brightly hued eyeshadow, lipstick, and alternating red, black, and white diamonds flamboyantly paint the form’s angular features.

You gain a +2 competence bonus on Balance, Perform, Sleight of Hand, and Tumble checks. As you advance in the master of masks class, you become more proficient with these skills: This bonus improves to +4 at 4th level, +6 at 7th level, and +8 at 10th level.

Your alignment appears to be chaotic neutral while you wear a jester mask.

Lich: This mask is made of poorly cured, purplish skin stretched over yellowed bone. Bloodless cuts and old bruises mar its surface, and tufts of long, white hair sprout from its wrinkled brow.

Once per day you can use cause fear and detect undead as spell-like abilities. As you advance in the master of masks class, you can use additional spell-like abilities, each once per day: At 4th level, you can use false life; at 7th level, halt undead; and at 10th level, fear.

Additionally, you gain resistance to cold 10.

Your alignment appears to be neutral evil while you wear a lich mask. Furthermore, you register as an undead creature with Hit Dice equal to your character level to any form of magical divination (such as detect undead).

Lord: A swirling mixture of gleaming copper and silver forms the regal countenance of a smiling man. A gem-studded diadem adorns its brow, and stamped across its surface are layered images of coins.

Once per day, you can use remove fear as a spell-like ability. As you advance in the master of masks class, you can use additional spell-like abilities, each once per day: At 4th level, you can use eagle’s splendor; at 7th level, heroism; and at 10th level, dispel chaos.

In addition, you gain a +2 competence bonus on Diplomacy and Gather Information checks. This bonus improves to +4 at 4th level, +6 at 7th level, and +8 at 10th level.

Your alignment appears to be lawful neutral while you wear a lord mask.

Savage: Bright, flaking warpaint streaks this battered wooden image of a snarling, fang-toothed wild man.

Your hands transform into claws, granting you two primary natural weapon attacks, each dealing 1d4 points of damage (assuming you are Medium), plus your Strength modifier. You are considered to be proficient with your natural weapons. Your claws overcome damage reduction as if they were magic weapons.

As you advance in the master of masks class, you can deal more damage with your claws: 1d6 points at 4th level, 1d8 at 7th level, and 2d6 at 10th level.

Your alignment appears to be chaotic neutral while you wear a savage mask.

Mask Specialist (Su): Starting at 3rd level, you innately enhance the abilities of any magic mask you wear (such as the mask of the skull, DMG 262). If the mask creates an effect that requires a saving throw, the save DC increases by 2. If the mask grants a bonus on skill checks, that bonus is increased by 2. Otherwise, the mask’s caster level is treated as two higher.

This ability has no effect on the persona masks you create and use.

Many Faces (Ex): At 5th level, you can wear more than one persona mask simultaneously. You can use the abilities of only one mask at a time, but you can switch between masks more quickly.

While wearing a persona mask, you can don a second without taking off the first. The appearance and benefit of the second replace those of the first. As a move action, you can have the first mask appear instead, granting its effect in place of the other’s.

At 8th level, you can wear up to three masks simultaneously and can switch masks as a swift action.

At 10th level, you can wear up to four masks simultaneously and can switch masks as an immediate action.

While wearing multiple persona masks in this way, you can remove any worn mask as a move action (regardless of which one is active).

Hidden Mask (Su): Beginning at 6th level, you can make any mask you wear become invisible (or return an invisible mask to visibility). Activating or deactivating this ability requires a swift action. The mask’s benefit applies regardless of whether it is visible.