THE MISTRESS OF MIST
Mistresses of mist are witches who tap mist for arcane power, from the obscuring quiet of a rolling fog to the deadly scent of poisons and the searing choke of smoke – and from even the gauzy worlds of the Ethereal and imagination. They prefer to dwell in misty forests or on cloudy mountaintops and tend to be quiet and elusive creatures when encountered. Mistresses of mist can often trace the source of their magical powers to some ancestor’s union with a djinni, air elemental, cloud giant, or similar creature.



REQUIREMENTS
To qualify to become a mistress of mist (MMs), or master of mist, a character must fulfill all the following criteria.
Alignment: Any Neutral
Skills: Hide 2, Move Silently 6, Survival [Intuit Direction/Wilderness Lore] 1
Feats: Silent Spell, Stealthy
Spellcasting: The character must be able to cast 3rd-level spells and must be able to cast arcane spells without preparation. In addition, she must be able to cast three spells that appear on the Mist Magic spell list (see below), two of which must be fog cloud, gaseous form, or obscuring mist.
Special: If you are using the custom feats detailed below, you may substitute Mist Focus and/or Greater Mist Focus for one or both of the listed Feat requirements. If you are utilizing the witch core class, you can meet the Spellcasting requirement by being able to cast 3rd-level witchcraft spells, Dabbling in Mist Magic, and either knowing at least two of those Dabble spells, one of which must be fog cloud, or knowing one Dabble spell and obscuring mist.

GAME RULE INFORMATION
Mistresses of mist have the following game statistics.
Base Attack Bonus: Low (as a loremaster)
Hit Die: d4
Saves: High Will
Class Skills: The mistress of mist’s class skills are Concentration (Con), Hide (Dex), Innuendo (Wis), Listen (Wis), Move Silently (Dex), Scry (Int), Spellcraft (Int), and Survival [Intuit Direction/Wilderness Lore] (Wis). Skill Points: 2 + Intelligence modifier per level

CLASS FEATURES
All of the following are class features of the mistress of mist.
Weapons and Armor Proficiency: The mistress of mist gains no additional weapon or armor proficiencies.

1 Cloud Command, Fog, Gloomeye
2 Mist Magic [Spellcasting +1], Scentless
3 Cloudfoot, [Spellcasting +1]
4 Fogform, [Spellcasting +1]
5 Miasmal Shroud, [Spellcasting +1]
6 Death’s Breath
7 Fogwalk, [Spellcasting +1]
8 Greater Fogform, [Spellcasting +1]
9 Cloud Chariot, [Spellcasting +1]
10 Ephemeral, Vaporize, [Spellcasting +1]

Cloud Command: The mistress of mist can command creatures connected to mist and clouds and the creatures related to them. A number of times per day equal to her Charisma bonus, she can rebuke and command the following creatures as an evil cleric of equal level affects undead: air elementals, air mephitis, ash rats, belkers, breathdrinkers, cloud giants, djinn, dust mephits, fog giants, nishruus, smoke paraelementals, smoke mephitis, steam mephitis, and will-o’-wisps. (Outsiders, such as djinni and mephits, have a resistance to Cloud Command equal to half of their magic resistance, if any). This is a supernatural ability.

In addition, she can expend a rebuke attempt on any fog or mist with 100 feet. Nonmagical fogs and mists and magical mists of her own creation are affected automatically; mists created by or under the control of another caster require that the she succeed at a command check, rolling d20 + her Charisma modifier against a DC of 11 + the opposing spellcaster’s level. Success forces the affected mist to beginning moving in a straight line away from her at a speed of 10 feet per round for 1 round every level of mistress of mist, up to the 100-foot limit.

Finally, she can expend a rebuke attempt on any creature in gaseous form, such as a vampire or a wizard or druid under the effects of a spell, forcing that creature to succeed at a Fortitude save (DC 10 + mistress of mist levels + Charisma modifier) or resume its natural material form for at least 1 minute per level of mistress of mist. Creatures forced to take physical form suffer falling damage normally, when applicable.

Fog: The mistress of mist can conjure fog to conceal her presence. A number of times per day equal to her mistress of mist level, she can create an obscuring mist as a sorcerer of her level. This is a spell-like ability.

The mistress of mist can enhance her Fog ability with the Corrosive Fog, Epic Fog, Greater Fog, Poisonous Fog, Psychedelic Fog, and Thick Fog feats.

Gloomeye: Her gaze can pierce gloom and fog like a shining silver needle. The mistress of mist gains low-light vision (which does not stack with any pre-existing low-light vision) and the ability to see through normal smoke and fog (but not fire) as if she were under the effects of the fire eyes spell. When under the effects of a fire eyes spell, she can see through magical smoke and fog, as well as normal fire. This is a supernatural quality.

Mist Magic (2nd/3rd/4th/5th/7th/8th/9th/10th level): At the indicated levels, the mistress of mist gains new Spells Known and Spells Per Day as if she had also gained a level in whatever arcane class met the casting without preparation requirement of this prestige class, such as bard, sorcerer, or witch. (If she had more than one qualifying class, she must choose the one to benefit, a decision that cannot be later changed.) However, all spells learned as part of this progression must be selected from the Mist Magic spell list below, up to the spell level normally allowed by the designated class:

Spell Notes: When casting any spell with a Divine Focus, disease component, Dragon Magic component, or Corruption cost, the mistress of mist can substitute burning incense, parchment, or similar smoke-producing material; such spells have a minimum casting time of 1 full round. Spells simply renamed, such as cloud’s grandeur, operate identically to the root spell noted (eagle’s splendor, in this case). When learned as Mist Magic, spells listed with parentheticals, such as mist glyph and the summon spells, can only have the indicated effect or summon the indicated creature. The mistress of mist can enhance her Mist Magic with the Mist Focus feats. A list of each spell’s source is at the end of this post.

Scentless (2nd level): The mistress of mist can contain her own scent and ignore scent-based attacks. Unless she so desires, she emits no scent, cannot be tracked by Scent, and is not subject to magical or natural effects that alter her scent, such as smell of fear or the stench aspect of ghoul touch. In addition, she receives a bonus to saving throws against scent-based attacks and inhaled toxins, such as stinking cloud or the ghast’s Stench, equal to half of her levels in mistress of mist. This is a supernatural ability.

Cloudfoot (3rd level): The mistress of mist can shroud her feet in wisps of cloud, allowing her to break gravity’s rude embrace. She may enjoy the benefits of Cloudfoot up to twice per day for a total number of minutes equal to her mistress of mist levels. While under its effects, she receives a bonus to Move Silently checks equal to her mistress of mist levels and may featherfall and air walk at will, as the spells cast by a character of her level. This is a spell-like ability.

Fogform (4th level): She can become the fog itself. Once per day for up to 1 hour, the mistress of mist can assume gaseous form for up to 1 hour for every four mistress of mist levels and can resume her material form as a move-equivalent action. This is a spell-like ability.

The mistress of mist can enhance her Fogform ability with the Epic Fogform and Extra Fogform feats.

Miasmal Shroud (5th level): The mistress of mist can enshroud herself in the foul stench of death and decay. Once per day for a number of minutes equal to her mistress of mist levels, her Fog ability can be used to exude this smell, faintly visible as a green or brown haze and forcing all creatures within 10 feet of her to succeed at a Fortitude save (DC 10 + mistress of mist levels + Charisma bonus) or be nauseated while within the area of effect and for 1d6 rounds thereafter. This spell-like ability takes a standard action to activate but which persists and can be ended as a free action.

Death’s Breath (6th level): The mistress of mist can exhale a deadly gas. Once per day, two uses of her Fog ability can be expended to issue a breath weapon that extends 30 feet and takes one of four forms, chosen at the time of use: a light gray cone of steam dealing Heat damage, a sparkling white cone of frost dealing Cold damage, a green cone of corrosive Acid vapor, or a dark gray cone of thunderclouds streaked with Electricity. Regardless of the attack chosen, the exhalation deals 1d4 points of damage per mistress of mist level (up to a 10d4 maximum) unless the targeted creatures succeed at Reflex saves (DC 10 + mistress of mist levels + Charisma modifier) for half damage. This is a spell-like ability.

The mistress of mist can enhance her Death’s Breath ability with the Extra Death’s Breath feat.

Fogwalk (7th level): She can step into one fog and emerge from another. Once per day, the mistress of mist may enter any nonmagical fog – or any magical cloud, fog, or mist of her own creation – and emerge from any nonmagical fog on the same plane. In all other ways, this spell-like ability resembles the transport via plants spell with fog or mist as the medium.

The mistress of mist can enhance her Fogwakl ability with the Fogfade feat.

Greater Fogform (8th level): The mistress of mist’s Fogform ability can now be used three times per day. In addition to the gaseous form, she can Wild Shape into one of the following forms once per day: small, medium-sized, or large air elemental; small, medium-sized, or large smoke paraelemental; or will-o’-wisp.

Cloud Chariot (9th level): She can enlist the clouds to carry her through the sky. Once per day, the mistress of mist can expend two uses of her Fog ability to cause a small cloud to form under her feet and those of a number of companions no greater than her Charisma bonus. This cloud carries those designated for up to 10 minutes, flying at 10 miles per minute in any direction designated by the mistress of mist. Riders of the cloud are completely protected from the effects of such swift movement, and the ride is perfectly calm even in the worst weather. After 10 minutes, the cloud descends, gently depositing its riders on the ground before dissipating. This is a spell-like ability that requires the mistress of mist concentrate for 1 full minute.

Ephemeral (10th level): The mistress of mist undergoes a number of small transformations, which vary from mistress to mistress. Her skin may pale or gray, her eyes might become swirling pools of white, her breath may become visible in all climates, and her hair often becomes a constantly billowing cloud evaporating into the air. She takes on an elusive, almost ephemeral quality, granting her feather fall at will, a bonus to Escape Artist and Move Silently checks equal to her Charisma modifier, and damage resistance 10/+2 against all physical attacks except energy attacks. These are supernatural qualities.

Vaporize (10th level): The mistress of mist can turn her enemies into harmless wisps of fog. Once per day, she may point her finger at any creature within 30 feet, forcing the target to succeed at a Fortitude save (DC 10 + mistress of mist levels + Charisma modifier) or assume a gaseous form for 1d4 rounds. At the end of this time, the gas dissipates and the creature is slain; creatures slain in this manner can only be restored by a true resurrection or similarly powerful magic. The creature can be restored to its material form before it dissipates if targeted by a break enchantment or polymorph other spell.

The mistress of mist can enhance her Vaporize ability with the Extra Vaporize feat.

Epic Mistress of Mist: The epic-level mistress of mist continues her Hit Die, skill point, and Fog progressions. In addition, she receives bonus epic feats at 13th level and every three levels thereafter (13th, 16th, 19th, 22nd, etc), chosen from the following: Automatic Quicken Spell, Automatic Silent Spell, Automatic Still Spell, Enhance Spell, Epic Counterspell, Epic Death’s Breath, Epic Fog, Epic Fogform, Epic Mist Focus, Epic Spell Focus, Epic Spell Penetration, Epic Spellcasting, Epic Vaporize, Extended Lifespan, Extra Vaporize, Ignore Material Components, Improved Combat Casting, Improved Heighten Spell, Improved Low-Light Vision, Improved Metamagic, Improved Spell Capacity, Intensify Spell, Multispell, Out of Body, Perfect Health, Permanent Emanation, Spell Knowledge, Spell Stowaway, Spell Opportunity, and Tenacious Magic.

Ex-Mistresses of Mist: The mistress of mist who turns away from her neutral alignment can no longer progress as a mistress of mist and loses access to all class features and the Mist Magic spell list (although spells already learned are unaffected). She can regain her mistress of mist abilities only after resuming an appropriate alignment and then waiting 13 nights.


NEW FEATS:

ARCANE INSIGHT [General]
Your natural aptitude for and knowledge of arcana grant you insight into the basic laws of magic.
Prerequisite: Any Metamagic feat, Able to cast arcane spells without preparation.
Benefit: Select up to two of the following sorcerer spells as bonus Spells Known: absorption, analyze dweomer, arcane sight, break enchantment, detect magic, dispel magic, freedom, globe of invulnerability, greater dispelling, greater spell resistance, identify, lesser spell immunity, minor globe of invulnerability, minor reflection, Mordenkainen’s disjunction, nondetection, permanency, protection from spells, remove curse, see invisibility, spell turning, true seeing, or unbinding. The combined spell levels of the spell or spells chosen cannot the maximum spell level that you can cast at the time the feat is taken minus 2.
Special: You may take this feat multiple times, choosing up to two additional spells each time. Each additional time the feat is chosen, the number of Metamagic feats you must know for the prerequisite increases by one (two Metamagic feats the second time it’s taken, three feats the third time, etc.).

ARMORED CASTING [General]
You can more easily cast arcane spells while wearing armor.
Benefit: You may ignore 5% of the Spell Failure normally associated with casting arcane spells while wearing armor (to a minimum 5% for any armor).
Special: This feat can be taken multiple times, increasing the amount of Spell Failure you can ignore by 5% each time.

BACKSTAB [General]
You can strike opponents when their guard is down for additional damage.
Prerequisite: Intelligence 13, Dexterity 13, BAB +3.
Benefit: If you catch an opponent that is unable to defend itself, your melee attack deals an additional +1d6 points of Sneak Attack damage. All normal conditions and restrictions of Sneak Attack apply.
Special: You can take this feat multiple times. Each time, the Sneak Attack damage dealt is increased by +1d6. Backstab does not stack with other forms of Sneak Attack damage.

BEWITCHING [General]
You are a beguiling and intriguing creature.
Benefit: You receive a +3 bonus on all Innuendo checks. Diplomacy is always considered a class skill for you.

CORROSIVE FOG [General]
Your Fog can be an acidic deathtrap.
Prerequisites: Fog class feature, Greater Fog feat, Ability to create Fog at least seven times per day.
Benefits: Once per day for every seven levels of the class that granted you the Fog class feature, your Greater Fog can take the form of an acid fog.
Normal: The Greater Fog feat manifests as a fog cloud.

EPIC DEATH’S BREATH [Epic]
Your Death’s Breath is even deadlier than before.
Prerequisites: Cha 24, Extra Death’s Breath feat, Death’s Breath class feature.
Benefits: Your Death’s Breath now extends to 90 feet and deals 1d8 points of damage per level of mistress of mist (up to 10d8).

EPIC FOG [Epic]
Your Fog can manifest with a variety of effects.
Prerequisites: Cha 25, Fog class feature, Corrosive Fog feat, Greater Fog feat, Poisonous Fog feat, Psychedelic Fog feat, Thick Fog feat.
Benefits: Twice per day, your Fog can take the form an acid fog, cloudkill, mind fog, solid fog, or incendiary cloud, although each option can be manifested only once per day. This is in additional to regular uses of feats such as Poisonous Fog or Thick Fog and separate from your uses of Greater Fog.
Special: You can take this feat multiple times, gaining one additional use of Epic Fog per day each time.

EPIC FOGFORM [Epic]
You are able to transform into more powerful creatures.
Prerequisites: Cha 25, Survival [Intuit Direction/Wilderness Lore] 30, Extra Fogform feat, Greater Fogform class feature.
Benefits: You can use your Greater Fogform ability to Wild Shape into one of the following forms once per day: cloud giant, elder air elemental, elder smoke paraelementat, or a silver dragon of an age corresponding to yours: If your are in Adulthood, your silver dragon form is Adult; Middle Aged results in Mature Adult; Old is Old; and if Venerable, you become a Very Old silver dragon.

EPIC MIST FOCUS [Epic]
Your Mist Magic spells are far more potent than normal.
Prerequisites: Greater Mist Focus and Mist Focus feats, Able to cast at least one 9th-level Mist Magic spell.
Benefits: Add +6 to the DC for all saving throws against your Mist Magic spells. This bonus only applies to those spells detailed in Mist Focus, and it supersedes (does not stack with) the bonus from Greater Mist Focus.
Special: Subtract -4 to the DC for all saving throws against your Divination spells. This supersedes the penalty from Greater Mist Focus.

EPIC VAPORIZE [Epic]
Your Vaporize ability is even more deadly.
Prerequisites: Cha 25, Extra Vaporize feat, Vaporize class feature.
Benefits: Your Vaporize ability can now affect a creature within 90 feet; if that creature fails its Fortitude save, it turn to gas and immediately dissipates, slaying the creature instantly.

EXTRA DEATH’S BREATH [General]
You can issue your Death’s Breath ability more frequently than you normally could.
Prerequisites: Death’s Breath class feature.
Benefits: You can use your Death’s Breath ability one more time per day than you otherwise could.
Special: You can take this feat multiple times, gaining one additional use of Death’s Breath per day each time.

EXTRA FOGFORM [General]
You can assume your Fogform more frequently than you normally could.
Prerequisites: Fogform class feature.
Benefits: You can use your Fogform ability two more times per day than you otherwise could. This does not, however, increase your daily uses of Greater Fogform.
Special: You can take this feat multiple times, gaining two additional uses of Fogform per day each time.

EXTRA VAPORIZE [Epic]
You can issue your Vaporize more frequently than you normally could.
Prerequisites: Vaporize class feature.
Benefits: You can use your Vaporize ability one more time per day than you otherwise could.
Special: You can take this feat multiple times, gaining one additional use of Vaporize per day each time.

FOCUSED CASTING [General]
Your sound mind allows you to ignore distractions when casting defensively.
Prerequisite: Combat Casting feat, Wisdom 14, Concentration ranks.
Benefit: You add your Wisdom modifier to all Concentration checks made when casting defensively.

FOGFADE [General]
You can fade in and out of fogs, becoming difficult to strike.
Prerequisites: Fogwalk feature.
Benefits: You can use your Fogwalk ability to instead blink.

GREATER FOG [General]
Your Fog is more potent.
Prerequisites: Fog class feature.
Benefits: Once per day + once per day for every three levels of the class that granted you the Fog class feature, your Fog can take the form a fog cloud.
Normal: The Fog class feature manifests as an obscuring mist.

GREATER MIST FOCUS [General]
Your Mist Magic spells are now even more potent than before.
Prerequisites: Mist Focus feat.
Benefits: Add +4 to the DC for all saving throws against your Mist Magic spells. This bonus only applies to those spells detailed in Mist Focus, and it supersedes (does not stack with) the bonus from Mist Focus.
Special: Subtract -2 to the DC for all saving throws against your Divination spells.

METAMAGICIAN [General]
Your ability to manipulate your own natural arcane magic becomes almost second-nature to you.
Prerequisite: Quicken Spell feat and at last one additional Metamagic feat, Able to cast arcane spells without preparation.
Benefit: A number of times per day equal to the number of Metamagic feats you know, you may cast a spell without preparation and with a Metamagic effect without the normal 1 round penalty to casting time. For example, a sorcerer with the Extend Spell, Quicken Spell, and Silent Spell feats who takes the Metamagician feat can cast up to three sorcerer spells each day with one of these three Metamagic effects without the normal penalty to casting time.

MIST FOCUS [General]
Your Mist Magic spells are more potent than normal, regardless of their individual schools.
Prerequisites: Mist Magic class feature, Dabble (Mist Magic) class feature, or Dabble (Mist Magic) feat.
Benefits: Add a +2 to the Difficulty Class for all saving throws against your Mist Magic spells. This bonus only applies to Mist Magic spells that you cast directly, and only those that you learned through the Mist Magic class feature or by Dabbling in Mist Magic. It does not apply to Mist Magic spells cast through spell-completion items (such as scrolls and wands) or to spells on the Mist Magic spell list that you learned by any means other than the Mist Magic class feature or by Dabbling in Mist Magic.

OUT OF BODY [Epic]
You can enter a trance and release your astral form.
Prerequisite: Wisdom 23, Tranquility class feature or ability to cast 9th-level spells.
Benefit: After meditating for 10 minutes, you can free your astral self, as if under the effects of astral projection cast by a sorcerer of your character level. This spell-like ability can be used once per day.

PENUMBRAL [General]
Your can radiate arcane light.
Prerequisite: Able to cast darkness, deeper darkness, and no light without preparation, or the Improved Darken feat and ability to cast darkness and no light without preparation.
Benefit: You may radiate darkness at will. Initiating the effect is a spell-like ability; maintaining and ending it are free actions.

PHANTASMIC [General]
Your Illusion (Phantasm) spells are more potent than normal.
Prerequisites: Greater Spell Focus (Illusion), Able to cast three Illusion (Phantasm) spells, such as dream, nightmare, and weird.
Benefits: Add a +2 to the Difficulty Class for all saving throws against your Phantasm spells and spell-like abilities. This stacks with effects of all Spell Focus (Illusion) feats. In addition, for the purposes of range, area of effect, and duration, your caster level is considered +1 when casting these spells.

POISONOUS FOG [General]
Your Fog can be a poisonous miasma.
Prerequisites: Fog class feature, Greater Fog feat, Ability to create Fog at least six times per day.
Benefits: Once per day for every six levels of the class that granted you the Fog class feature, your Greater Fog can take the form of cloudkill.
Normal: The Greater Fog feat manifests as a fog cloud.

PSYCHEDELIC FOG [General]
Your Fog can be a bewildering mass.
Prerequisites: Fog class feature, Greater Fog feat, Ability to create Fog at least five times per day.
Benefits: Once per day for every five levels of the class that granted you the Fog class feature, your Greater Fog can take the form of a mind fog.
Normal: The Greater Fog feat manifests as a fog cloud.

SEDUCTIVE [General]
You are charming and inviting.
Benefit: You get a +2 bonus on all Diplomacy and Innuendo checks.

SKEPTICAL [General]
You have a sharp eye for deception.
Benefit: You get a +2 bonus on all Sense Motive and Spot checks.

SLY [General]
You are elusive and cunning.
Benefit: You get a +2 bonus on all Bluff and Move Silently checks.

THICK FOG [General]
Your Fog can be as thick as water.
Prerequisites: Fog class feature, Greater Fog feat, Ability to create Fog at least four times per day.
Benefits: Once per day for every four levels of the class that granted you the Fog class feature, your Greater Fog can take the form of a solid fog.
Normal: The Greater Fog feat manifests as a fog cloud.


Spell/Creature Sources: All spells and creatures are from the Player’s Handbook and Monster Manual, except as follows: Book of Vile Darkness: Cloud of the Achaierai, Evil Weather, Extract Drug, No Light; Defenders of the Faith: Harrier, Weather Eye; Dragon Magazine: Breath of Contagion (304), Cloudbank (307), Eagle’s Splendor (282), Footpad’s Grace (302), Freezing Cloud (308), Gasp (304), Ice Cloud (307), Lesser Ironguard (A5), Phantasmal Whisperer (291), Spiritjaws (292), Stench (302), Thunderhead (302), Venomous Vapor (300); Forgotten Realms: Cloak of Dark Power, Eagle’s Splendor (again), Lesser Ironguard (again), Stealthy feat; Into the Dragon’s Lair module: Lesser Ironguard (and again); Magic of Faerun: Acid Storm, Aura Against Flame, Blindsight, Cloudburst, Cloud of Bewilderment, Doomtide, Greater Ironguard, Handfire, Igedrazaar’s Miasma, Mestil’s Acid Breath, Murderous Mist, Scent, Silent Portal, Smell of Fear, Storm Tower, Wounding Whispers; Manual of the Planes: Ether Blast, Ethereal Mount, Smoke Paraelemental creature; Masters of the Wild: Bottle of Smoke, Cloudwalkers, Fire Eyes, Last Breath, Miasma; Monster Manual II: Ash Rat creature, Breathdrinker creature, Fog Giant creature, Nishruu creature; Savage Species: Blindsight (again), Improved Blindsight, Laogzed’s Breath, Scent (again); Tome & Blood: Corpse Candle, Eagle’s Splendor (and again), Filter, Gaze Screen, Ghostform, Mordenkainen’s Private Sanctum, Spiritwall; WotC Website: Breathball, Breathdoom, Breath of the Jungle, Elemental Familiar, Gentle Breath, Icemelt, Icy Claw, Remove Scent.

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