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Let's do this.
Fluff suggests that we are going to get a companion, cohort, whatever you want to call it, that is undead.
Skill requirements mean you get in after level 7, which is unusual but fine. Feat requirements: I read it as any one of (Spell Focus (necromancy), Extra Turning, or Iron Will). If you wanted Spell Focus (Necromancy) and one of Extra Turning, or Iron Will then write it differently. You have misspelled Spellcasting, and you should bold the 'or' in the first sentence to make it stand out more clearly. Requiring specific spells known is probably ok, I find it inelegant but it fits what I think you want to do so go for it. Special requirement is whatever; it is probably unnecessary but not very hard either.
Made some minor fixes; all good now. Big one is that corpsecrafter replaces iron will as one of the options.
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Skill list looks like typical caster skills; it is anemic but I suspect this is purposeful. d4 hit die is typical for casters.
1/2 bab and only good will is very wizard.
6/10 casting with 2 bonus CL is painful.
Actually, It's 7/10 casting. You lose 1st, 4th, and 8th. Do you think that's too much? I might need to bump the BaB up a bit to make it cleric viable.
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The order of what you describe for Undead Ally is kind of strange. I would start with its basic stats: where attributes come from, how many hit dice, special abilities, etc. Then make a paragraph on how you interact with it.
Fixed. Also, lowered cost for re-creating the ally.
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Are Necromantic Powers at-will or uses/day? Do spontaneous casters decide day by day to suppress normal spells and instead use powers, or do they have powers in addition to their spells?
Clarified that they are once/day. I don't quite get the rest of the question, but a spontaneous caster has a separate pool of spells known and powers known that draw off the same spells/day.
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Raise Undead is cheaper than standard necromancy, but also not very strong minions. Could have synergy with Destruction Retribution or whatever that Corpsecrafter feat is that causes neg energy explosions, otherwise chaff.
Improved to meat standards. Level one version is good for rezing a bunch of expendable minions to protect you and other squishes, level two is good for actually attacking, and the above levels can be used as a nice combo of both.
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Draining touch: does this heal me or give me temp hp? It becomes a nasty debuff at higher levels, but that happens at level 19 or 20, at which point I question the wisdom of a caster who is touching things. Spectral Hand exists, but even so high levels are wonky.
Actual health. Also remember that the Undead Ally can deliver your touch attacks at that level when you stay with the PrC for a while.
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Gaining a d12 hit die is rather strange... also your party might intentionally cast Sleep on people before combat to use this on them. You might want to add some sort of mind control on the enemies who are revived by this at 5th level, otherwise it's a bad idea.
Well, the HD fits in with the undead template...
Also, changed from unconscious to dying, and added that mind control effect.
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Defile Ground looks strong. Really strong. Especially since you can prepare a battlefield with it, what with the hours/level duration and all. I might make it rounds/level, which still leaves it scary but costs an action in combat.
Debuffed accordingly. Now eats your Undead Ally's action and is rounds/level.
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Cemetery is, again, long lasting which makes it stronger. Metamagic reduction is only helpful to spont casters, since prepared casters have to metamagic the night before. I see why you turn all dead into human commoners, but it's strange to imagine a dragon rising as... a human zombie. The 7th level version is really strong...
A human zombie is only the mechanics; describe the dragon however you want (it keeps its size). 7th level version debuffed in a rather roundabout way, if I do say so myself.
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Soul Theft is very strong. Look at Planar Binding. Look at this class feature. Cry. In addition, a save-or-die as an 8th level that doesn't get benefits from Spell Focus (Necro) or other misc stuff is probably fine even with permadeath. Kind of lame to face as a PC, but you should expect straight up murder at this level.
No action taken. This is a PrC made with players in mind, and if the DM feels compelled to use such a horrifying ability on a PC, I'll be left to wonder what that PC had done to deserve it.
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Undead Sacrifice is a lot of things smushed together. Nausea for hours is a death sentence, exploding undead are good fun, and raising undead from explosions is pretty strong. You might make the type of undead strictly based on the HD of the victim, with control determined by your CL. As it stands, you could penalize your CL (negative levels are an easy way) and make vampires out of commoners.
Changed explicitly to avoid abuse.
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Disrupt Necrotic Energy is... underwhelming.
I tried to fix that... don't know if it worked.
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Befriend Undeath could be lower level.
Fixed. Buffed up durations, scaling, and effect if they make the save.
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Slay is like Finger of Death, but longer ranged, raises them as undead, and requires at least one level of this PrC to get access to. Underpowered.
Well, considering the chance you'll get lucky and kill a dragon with it or something...
I did boost the successful save effect a bit, but other than that, I don't see why it's underpowered if it's like a better Finger of Death.
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Ah, Necromantic Flexibility sort of answers the question I asked about spells known v powers. Add "that you can cast" to the end of your sentence about spont casters, otherwise you'll get a joker with that feat that lets you spend two slots of level N to get a spell of N+1 casting spells before they are supposed to.
Done.
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Bolster Undead is a waste of an action in combat. Maybe make it last [casting mod] rounds instead of one. How many times per day is this supposed to be usable?
Done. The number of times is shown in the table.
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Improved Creation is an ok buff.
No action taken.
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Channel Spell is nice. Normal pet-class stuff, but necromancy has some nasty touch spells.
Two or three necrotic powers are helped by this, too.
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Life to Undeath is like your Slay power without any of the good bits: you strip the nice stats, special abilities, natural armor... I would rather kill the critter some other way and raise it normally. This is a waste of a corpse. Maybe take out all those caveats about what it does not inherit, but make it take ten minutes to rise so it's not as good in one combat.
Done. Just took away a bunch of limits and made it not count towards your total HD of undead.
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Master of Necromancy is no big deal. It helps a little with the loss of 9th level spells.
Slight buff to twice/day. Also, this is any necromancy spell, not just limited to ones you know.
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Sentient Ally is like Leadership, but you have 10 class levels to play with when a normal leader at level 17 has 15 levels. Maybe tie its number of class levels to your character level. Of course, Leadership is pretty powerful so comparing stuff to it is questionable.
Sigh. This is power creep right here. "well, this super-OP thing is better than this, so lets make this better than the super-OP thing." Well, I did buff it up to level-3 and allow it to spellcast better and some other stuff that makes it a worthy capstone. Hopefully now it's worth it.
All in all, this class got a good buff. I hope that allows it to be on par with others.