And now for Part II (again).
Quote Originally Posted by The Faceless
Since then, Faceless has wandered through the world, assuming personalities as he goes. The roar of the crowd, the confidence of a king, the satisfaction of the perfect kill, all of these are his. Sometimes, he wonders why he does what he does, and where that young boy went. In taking on roles, it may be that he has lost any role of his own.

Probably another sweetspot, really. Two uses of Aptitude focus gives MASSIVE amounts of flexibility, or crazy buffing capabilities. Here, I've opted for the latter.

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CN Male Azurin Totemist 2/Factotum 1/Incarnate 3/Master of Masks 1/Chameleon 2/Master of Masks 3/Chameleon 3
Medium Humanoid (Human, Incarnum)
HD 3d8+12d6+60
HP 126
Init +8
Spd 30 ft, Fly 40 ft (Perfect)
AC 34, touch 16, flat-footed 28
Base Atk +8, Grp +8
Atk 10 spines +27, (1d6+13, range increment 30 ft, spines)
SA: Spines, Cunning Insight, Detect Law, Persona Masks (Assassin, Gladiator, Archmage, Lord), Sneak Attack 3d6+15
SQ: Meldshaping, Wild Empathy, Essentia Pool 8, Trapfinding, Cunning Knowledge, Totem Chakra Bind(+1 capacity), Chakra Bind(Crown), Aura, Essentia Capacity +1, Incarnum Radiance(Chaos), Bonus Feat, Aptitude Focus 2/day(+4) (Arcane), Mask Specialist, Mimic Class Feature 1/day, Ability Boon +2 (dex)
SV Fort +16, Ref +21, Will +17(14 vs fear)
Str 10, Dex 22, Con 20, Int 20, Wis 14, Cha 8.
Trained Skills: Bluff +13 Concentration +16, Diplomacy +21, Disguise +9 (+11 when impersonating another) Heal +5, Hide +31, Knowledge(Arcana) +13, Knowledge(Nature) +6, Knowledge(Religion) +8, Listen +6, Perform(acting) +7, Sense Motive +7, Spellcraft +18, Spot +18, Survival +7, Autohypnosis +5, Use Magic Device +20(+22 when using scrolls)
Untrained Skills: Appraise +5, Balance +6, Climb +6 (can take 10), Craft(any) +3, Decipher Script +9, Disable Device +7, Escape Artist +6, Forgery +5, Gather Information -1, Handle Animal -1, Intimidate +1, Jump +14, Knowledge(other) +5, Move Silently +8, Open Lock +8, Perform(other) -1, Profession(any) +2, Ride +6, Search +5, Sleight of Hand +8, Swim +0, Tumble +6, Use Rope +6

Feats: Able Learner, Expanded Soulmeld Capacity (B), Flyby Attack, Extra Essentia, Craven, Open Lesser Chakra(Shoulders), Martial Stance(Assassin's Stance) Shadow Blade(floating bonus feat)

Languages: Common, Elven, Draconic, Halfling

Soulmelds shaped: (for combat) Manticore Belt(Waist, Bound to Totem Chakra) (5 essentia invested), Airstep Sandals (Bound to Feet), Incarnate Avatar (Soul, 3 essentia invested), Sighting Gloves (Hands), Silvertongue Mask (Throat), Mage's Spectacles (Brow), Phase Cloak(Bound to Shoulders), Totem Avatar(Heart)

Arcane Spells: 4/6/5/5/3/1, Caster Level 15
0) Minor Disguise*2, Caltrops, Sonic Snap
1) Improvisation, Haste (trapsmith list), Grease, Wall of Smoke, Fog Cloud, Nerveskitter
2) Heroics, Silence, Align Fang, Veil of Shadow, Battle Hymn, Wings of Cover
3) Glibness, Dragonskin, Find the Gap, Greater Dispel Magic(trapsmith), Blacklight
4) Voice of the Dragon, Ray Deflection, Celerity
5) Contingent Energy Resistance

Divine Spells: Prepared by using Aptitude focus at the start of the day, then swapped for Arcane Focus. This gives access to useful long-duration buffs. CL 14 (buffed to 16 using Sonorous hum with wand of Harmonic Chorus, and to 20 for GMF using Ankh of Ascension)

4/5/5/4/2/0

0) No good long term buffs. Irrelevant.
1) Divine Insight, ????
2) [/s]Cloud Wings[/s], [/s]Barkskin[/s],
3) [/s]Greater Magic Fang, Sonorous Hum, Magic Vestments*2[/s]
4) Greater Resistance, [/s]placeholder[/s](sacrificed by Ankh of Ascension)

Barkskin and Dragonskin are both extended, and Dragonskin is cast after Barkskin expires. This gives 16 hours of natural armor, so is included into stat block. Dragonskin also grants resist energy 20 to an element of choice (not sonic). Default, this will be fire. Other options depend on what expected enemies are.

Cloud wings improves fly speed 30 feet, hours/level. Excellent buff.

Voice of the Dragon gives +10 ENHANCEMENT to intimidate, diplomacy, bluff. This stacks with insight from Silvertongue mask, and competence from Lord mask.

Find the gap makes your first attack each round a touch attack. We make 1 attack each round, with many attack rolls. The implications are obvious, and brutal. Shouldn't need this except against enemies with CRAZY AC though. The only thing that might be challenging to hit between this and etherealness is a dragon using Scintillating Scales.

Possessions: Necklace of Natural Attacks +1 Aptitude Shadow Hand Splitting (72000), +1 Githcraft Thistledown Mithral Chain Shirt (2700), +1 buckler (1000), Masterwork Thief's Tools, Masterwork Infiltration outfit (Hide/Move Silently), Masterwork Blank Mask (bluff) (250), Gloves of Dexterity +4, Vest of Health +4 (32000), Essentia Helm of Intelligence +4 (19000), Bracers of the Hunter (Secrets of Xen'drik) (8500), 2*Pearl of power (level 1) (2000), wand of Sniper's Shot, wand of Swift Invisibility, wand of Vinestrike, wand of Gravestrike, wand of Golemstrike (3750), Eternal Wand of Harmonic Chorus (4320), lesser rod of Extend Spell*2 (6000), Ankh of Ascension (9000), Handy Haversack (2000), Belt of Battle, Shapesand,
23250 gp left over. Maybe more pearls of power, but also, random mundane items.


The Faceless seeks strong personalities and experiences; activities and people, that are vividly alive, or let him feel so. Over the years, his legend has built up: A masked man (woman?), wandering the world seeking the exotic, taking jobs at his whims, and utterly implacable. In some corners, mothers warn their children to behave, lest they be abducted, and in others, his legend is used as inspiration to performance. Utter inconsistency is his hallmark, and for all we know, he might be... behind you.

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CN Male Azurin Totemist 2/Factotum 1/Incarnate 3/Master of Masks 1/Chameleon 2/Master of Masks 3/Chameleon 5/Master of Masks 3

Medium Humanoid (Human, Incarnum)
HD 3d8+17d6+120
HP 208
Init +13
Spd 30 ft, Fly 40 ft (Perfect)
AC 44, touch 24, flat-footed 38
Base Atk +10, Grp +10
Atk 12 spines +32, (1d6+17, range increment 30 ft, spines)
SA: Spines, Cunning Insight, Detect Law, Persona Masks (Assassin, Gladiator, Archmage, Lord), Sneak Attack 3d6+20
SQ: Meldshaping, Wild Empathy, Essentia Pool 8, Trapfinding, Cunning Knowledge, Totem Chakra Bind(+1 capacity), Chakra Bind(Crown), Aura, Essentia Capacity +1, Incarnum Radiance(Chaos), Bonus Feat, Aptitude Focus 2/day(+4) (Arcane), Mask Specialist, Mimic Class Feature 2/day, Ability Boon +4 (dex, int), Double Aptitude
SV Fort +31 Ref +34 Will +34(32 vs fear)
Str 10, Dex 28, Con 22, Int 26, Wis 20, Cha 12.
Trained Skills: Bluff +15 Concentration +29, Diplomacy +32, Disguise +17 (+19 when impersonating another) Heal +5, Hide +34, Knowledge(Arcana) +17, Knowledge(Nature) +10, Knowledge(Religion) +16, Listen +6, Perform(acting) +9, Sense Motive +10, Spellcraft +23, Spot +23, Survival +10, Autohypnosis +8, Use Magic Device +21(+23 when using scrolls)
Untrained Skills: Appraise +3, Balance +4, Climb +6 (can take 10), Craft(any) +3, Decipher Script +7, Disable Device +7 (effectively trained), Escape Artist +4, Forgery +3, Gather Information -1, Handle Animal -1, Intimidate +1, Jump +14, Knowledge(other) +2, Move Silently +11, Open Lock +9 (effectively trained), Perform(other) -1, Profession(any) +2, Ride +4, Search +3, Sleight of Hand +9 (effectively trained), Swim +2, Tumble +4, Use Rope +4

Feats: Able Learner, Expanded Soulmeld Capacity (B), Flyby Attack, Extra Essentia, Craven, Open Lesser Chakra(Shoulders), Martial Stance(Assassin's Stance), Shadow Blade, ??(floating bonus feat)

Languages: Common, Elven, Draconic, Halfling

Soulmelds shaped: (for combat) Manticore Belt(Waist, Bound to Totem Chakra) (6 essentia invested), Airstep Sandals (Bound to Feet), Incarnate Avatar (Soul, 2 essentia invested), Sighting Gloves (Hands), Silvertongue Mask (Throat), Mage's Spectacles (Brow), Phase Cloak(Bound to Shoulders), Totem Avatar(Heart), Bluesteel Bracers

All spells CL 20, buffable to Cl 22 or 26 using Harmonic Chorus and/or Ankh of Ascension.

Arcane Spells: 4/6/6/6/6/4/2

0) Minor Disguise*2, Caltrops, prestidigitation
1) Improvisation, Haste (trapsmith list), Grease, Wall of Smoke, Fog Cloud, Nerveskitter
2) Heroics, Wings of Cover, Align Fang, Veil of Shadow, Battle Hymn, Sonorous Hum,
3) Glibness, Find the Gap, Greater Dispel Magic (trapsmith list)*2, Blacklight,
4) Voice of the Dragon, Ray Deflection, Celerity*2, Solid Fog, Modify Memory
5) Contingent Energy Resistance, Teleport, Greater Heroism, Sirine's Grace
6) Superior Resistance/Greater Anticipate Teleport (Each extended, prepared on alternating days), Freezing Fog

4/5/5/5/5/4/1 Divine Spells
0) ??????
1) Divine Favor, Conviction*2(extended each time, 2 castings/day), Towering Oak, Camoflage
2) Cloud Wings, Barkskin*2 (extended each time, 2 castings per day.), Shield of Warding, Divine Insight
3) Greater Magic Fang, Magic Vestments (cast once a day, extended to last 2), Greater Blindsight, Find the Gap, Anyspell
4) Divine Power, Armor of Darkness*2(Each extended, cast twice for all day coverage), Favor of the Martyr, Righteous Aura
5) Divine Agility, Heal, True Seeing
6) Energy Immunity

1/Encounter Iron Heart Surge. Because getting caught by AMF is no fun.

Possessions: +1 Aptitude Shadow Hand Splitting Necklace of Natural Attacks, Wisdom +6, and Health +6, +1 Githcraft Thistledown Soulfire Mithral Chain Shirt, +1 Heavy Fortification buckler, Masterwork Thief's Tools, Masterwork Infiltration outfit (Hide/Move Silently), Masterwork Blank Mask (bluff), Masterwork Disguise kit, Gloves of Dexterity +6, Novice Iron Heart Vest, Essentia Helm of Intelligence +6, Bracers of the Hunter (Secrets of Xen'drik), 12*Pearl of power (level 1), 5*Pearl of Power(Level 2), 2*Pearl of Power(level 3) wand of Sniper's Shot, wand of Swift Invisibility, wand of Vinestrike, wand of Gravestrike, wand of Golemstrike, Eternal Wand of Harmonic Chorus, lesser rod of Extend Spell*2, rod of Extend spell, Ankh of Ascension, Handy Haversack, Belt of Battle, Shapesand*10, Bead of Karma, Portable Hole
Permanent (CL 27) arcane sight, Tongues, See Invisibility, Darkvision, Ring of Freedom of Movement, Mask of Lies, Ring of Spell-battle

252000 gp left over. I have no idea what to spend it on right now. A LOT MORE pearls of power? Inherent stat bonuses? More consumables?


Level rundown
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Level 1 is mediocre. You have no real attacks, though your AC is solid. Your best bet is shaping Wormtail belt, pumping your essentia into it, taking a light shield and hide armor, and hitting things with a weapon. Hopefully your 20 AC will be enough to protect you.
28 skill points: 4 concentration, 4 spellcraft, 4 knowledge(arcana), 3 spot, 3 Listen, 4 survival, Knowledge(Nature) 2, Heal 1, Autohypnosis 1, Use Magic Device 1

The build starts being good at level 2. Acquire Manticore Belt. Bind to Totem Chakra. Invest 3 essentia (2 Totemist, 1 Azurin. 1 natural pool, 1 Expanded Soulmeld Capacity, 1 Totem Bind). Begin throwing 3! ranged attacks as a standard action at +3, 1d6+1 damage each. As soon as possible, acquire a Necklace of Natural Attacks(+1).

7 points: 1 Concentration, Spellcraft, Knowledge(arcana), spot, Listen, Survival, Use Magic Device

Level 3: is excellent as well. While the feat is useless at the moment, you get 2 inspiration that you can spend for +3 to damage on your manticore belt, for each hit. This is because Manticore belt functions as a single attack, with multiple attack rolls, like Greater Manyshot. As well, you can get a small boost to your trained skills, and more importantly, you unlock EVERY skill as a class skill, so we can start pumping disguise, bluff, and perform.
9 skill points: 6 bluff, 3 disguise

Level 4: gives a bit more essentia, and MANY more soulmeld options. Especially of note is Incarnate Avatar, which boosts ranged attack rolls, and Sighting Gloves, for more damage. Airstep Sandals will be useful once we can bind them, and/or get more incarnum. +1 dexterity
5 skill points: 1 bluff, 4 disguise

Level 5: hands out the Crown Chakra bind. While there aren't that many great options, Soulspark Helm gives you a bit more power with a familiar with a decent extra attack. Ignoring Charm and Concealment, and dealing Force damage with melee attacks are the other options, each of which has rather focused applications.
5 skill points: 1 bluff, 1 disguise, 3 Perform(acting)

Level 6: AWESOME LEVEL. You get +2 essentia capacity, 1 from level, 1 from Incarnate. This opens up your options offensively (4 spikes from manticore belt? YES PLEASE), and even moreso out of combat. Furthermore, you gain an additional 3 points of essentia (for 9 total), letting you throw around a bit of essentia into utility, like... Airstep sandals. 40 feet fly speed, even if you fall afterwards? Sure! Deflection bonuses to AC? Why not? One of the best early levels.

Oh, and you get a 1/day 1 minute +20 ft increase to land speed. Woohoo. Running away has never been this much fun.
5 skill points: 5 Perform(acting)

Level 7: First level of Master of Masks. Assassin and Gladiator masks are your best bets, since they both offer significant boosts to your spine attacks. Gladiator is probably better to start.
7 skill points: Sense Motive 5 ranks, diplomacy 2 ranks

Level 8: Chameleon entry. Aptitude focus, and second level spells aren't bad at all. You're probably going to be using Arcane Focus a lot, for useful low level spells like Nerveskitter and Invisibility or similar. Improvisation is awesome, if you can snag it.
Hide 3 ranks, diplomacy 1 rank, UMD 2 ranks, Knowledge Religion 1 rank

Level 9: More chameleon. This gives the most abusable feature, the floating Bonus Feat. Awww yeah. Use it to max out your soulmelds, (subject to constitution limit) since after shaping they last forever, to pick up any spells you feel like (improvsation! Trapsmith haste!), to chakra bind your Airstep Sandals with Open Least Chakra (since once bound, they stay bound!) and to pull general shenanigans. You should be using Assassin mask in combat, since adding 1d6+9 damage to each of your spines from sneak attack (Craven awesomeness) is TOO GOOD. You can probably end encounters just by raining 4 2d6+12 spines down, with decent to-hit from Incarnate Avatar and an Inspiration Point. You should also have decent UMD thanks to Mage's spectacles, and this means wands are fairly easy to use. Pick up some Gravestrike, Vinestrike, Sniper's shot, etc. Align Fang will come in handy to bypass some damage reduction, but it's not going to deal with metal types well (e.g. Cold Iron). You can power through these, or get weapon properties to beat DR, such as Transmuting, or Shadow Striking.
Hide 3 ranks, diplomacy 1 rank, UMD 1 rank, Knowledge Religion 2 ranks

Level 10 is another MoM level, progressing Chameleon casting. It also gives another mask. Take Archmage, for the caster level boost. While this won't be useful forever, right now it gives quite a quite nice benefit. You now have an arcane caster level of 8, and third level spells. Use the floating Bonus Feat for Arcane Disciple, and get Greater Magic Fang as an arcane spell, for another +1 to hit and damage. This may be cheesy. Alternatively, hope you have a druid in the party, or lock your bonus feat there until you get Double Aptitude focus. More speed boost from Incarnum Radiance, like you cared.
Hide 3 ranks, diplomacy 1 rank, UMD 2 ranks, Knowledge Religion 1 rank

Level 11 is more MoM, granting a mask (Lord), and Mask Specialist. What's this, Silvertongue mask? You're a mask? So... how does a +12 to Diplomacy sound? Oh, and +10 bluff.
Hide 3 ranks, diplomacy 1 rank, UMD 3 ranks

Level 12 is another GREAT level of MoM, progressing casting (yay!). It also buffs all of your MoM masks, for another 1d6 SA damage. Oh, and +1 essentia capacity. Oh, and you finally have Phase Cloak in Shoulders Chakra. Etherealness on every move, attacking out of it with Flyby attack? Good luck to anything without See Invisibility, cause they're going to be eating sneak attacks all day. Oh, what's that? You can hide from them by going through the floor? And it's impossible to hear you? Even better. And spells give you even more options for hiding, not to mention sneak attacking immune creatures.

Remember that +12 to diplomacy? That's +16 now. Plus synergy. Plus ranks. Plus improvisation, if it comes to that.
Hide 3 ranks, diplomacy 1 rank, UMD 3 ranks

Level 13 is also awesome. You get access to 4'th level spells, with CL 12. Oh, another enhancement bonus to hit and damage from Greater Magic Fang? On a minor note, you also get Mimic Class feature, for a 1/day boost, like Rage, or more Sneak Attack.
Hide 1 rank, diplomacy 2 ranks, UMD 4 ranks,

Level 14 gives a delicious Ability boon, for more accuracy, or more spells. It also hands out even more spells, so you can buff further.
Hide 1 rank, diplomacy 1 rank, Concentration 4 ranks, Disguise 1 rank

Level 15 is better though. With Assassin's Stance (qualified for via bonus feat for Martial Study), you now don't have to worry about using Assassin mask for keeping Craven active. It's still probably your best offensive option though. Shennanigans from being able to take 2 aptitude foci/day begin here, so either be flexible, or buff yourself into the stratosphere with divine spells, then swap to arcane. 5'th level spells are nice, but nothing really stands out. A boost to flexibility from more Aptitude focus, and a boost to benefits from it, are tasty additions. Oh, and more Incarnum Radiance speed. I had to say it.
Hide 1 rank, diplomacy 1 rank, Concentration 4 ranks, Disguise 1 rank

Level 16 gives a nice stat boost, but little more. Mimic Class feature is another little boost, and a few more spells don't hurt.
Hide 1 rank, diplomacy 2 ranks Concentration 3 ranks, Disguise 1 rank

Level 17 is EXCELLENT. Double Aptitude means you can access delicious Divine spells at the same time, and double up on your (improved) ability boon. 6'th level spells? Check.
Hide 1 rank, diplomacy 6 ranks

Level 18? Sweet. Natural Essentia capacity keeps giving. Another mask (Jester, perhaps) gives additional flexibility, especially with Many Faces, which makes switching masks easier than ever. Oh, and you get to add your Dexterity modifier to all damage rolls with your spines, assuming you have Aptitude on your Necklace of Natural Attacks.
Hide 1 rank, diplomacy 2 ranks, Concentration 3 ranks, Disguise 1 rank

Level 19: Mediocre, the first such level in a while. Hidden Mask is cute, but essentially useless. No spellcasting progression, no feat, no masks, no stat boosts. Content yourself with a boost to saves and BAB, and a sprinkling of skill points. About as good as an odd level in fighter.
Hide 1 rank, diplomacy 2 ranks, Concentration 3 ranks, Disguise 1 rank

Level 20: Excellent. Final spellcasting level gets you another 5'th and 6'th level spell, another mask, CL 20 (+5 Greater Magic fang please), another boost to ALL mask abilities (mmmm. Skill bonuses). You can probably afford some sweet loot. Consider upgrading your Necklace of Natural Attacks, with Collision or Simple, or both. Most importantly of all, you get MORE INCARNUM RADIANCE SPEED. YES.
Hide 1 rank, diplomacy 2 ranks, Concentration 1 rank, Disguise 3 rank