In Sheep’s Clothing: a new Arcane Background for adding shapeshifters to your game.

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Legends of shapeshifters are incredibly common throughout human history. They vary wildly from culture to culture, and the stories have been blamed on everything from moldy rye to retained subconscious trauma at transitioning into a meat-eating species. These legends make excellent fodder for horror stories of a more contemporary nature, and have spawned countless tales of werewolves, skin walkers and even more subtle transformations, such as the transition of the good Doctor Jekyll to the nefarious Mr. Hyde.

So if you’re interested in running a campaign with such monsters, be they players, antagonists, or both, we’ve got a new Arcane Background for building your shape-changing abomination from scratch after the jump.

Let’s have a little chat about balance before we get started. This supplement is designed to provide storytellers with a method of creating potent shapeshifting foes or allow them to run a campaign where all or most of the players have such abilities. This particular background design is very specifically geared towards creating tough characters with a heavy emphasis on melee combat, and while it is much less versatile than the other Backgrounds, the potential for the abuse of power still readily exists. As a Gamemaster using custom rules  you found on the internet, it is well within your rights to veto the usage or combinations of the different Powers and Drawbacks presented here.

Arcane Background [Shapeshifter]
Arcane Skill: Shifting
Starting Power Points: 5
Starting Powers: 1

Your character is a savage werewolf who has learned to master their powers, a government agent boosted with body-enhancing chemicals,  a brazen pioneer of Science! that uses a potent serum to transform themselves into a statuesque superman or a loathsome juggernaut, or any number of various monsters of folklore and legend. Regardless of their origin, shapeshifters physically (and sometimes mentally) alter themselves to gain the advantage of raw, relentless power over their more ordinary foes. They must make a successful shifting check in order to change forms, but their powers require no other activation once the transformation, which takes one full round to perform, is complete. Making the transition into their “enhanced” form costs five power-points, but making the shift back to their “normal” form is free, though it still requires a successful Shifting check.

A Shapeshifter starts with the Shapeshift power and one other of their choosing, but they may purchase additional powers at character generation by taking some of the the listed disadvantages below. It’s up to the storyteller how many additional powers the character may purchase to start with, but I suggest no more than three or four for most players. They may also gain additional powers with Advancements by taking the New Powers Edge.

> Painful Process.
The transition from man to beast and back again is never easy. When the shifter returns to their human form, they must make a vigor roll at -2 or become Shaken. They cannot take an actual wound as a result of failing this roll.


Rank: Novice
Power Points: 5
Duration: The shapeshifter can spend up to 12 hours in a 24-hour period in their enhanced form.
Trappings: Cursed bloodline, test subject, magical potions or talismans, wolfskin belt, advanced serums, combat drugs, bitten by a lycanthrope.

The character changes into their enhanced form, a process which costs five power points and takes one full turn to complete. A character is quite vulnerable during this transformation.  They cannot move more than 1” a round, and their Parry is reduced to 2 until the transformation is complete. A character doesn’t gain any benefits from their powers (such as Damage Resistance) until the transformation is completed on their next action. The shapeshifter can have whatever aesthetic trappings they choose for the form, such as massive muscle growth, changes in voice, eyes or skin pigmentation, or a beastial hybrid form that merges the bodies of man and animal into one. Any benefits that would be gained from these trappings, such as natural weapons or enhanced strength, must be purchased as Powers, however.

Arcane Weakness
Rank: Legendary
Prequisite: Improved Damage Resistance, Weakness.
Trappings: Water blessed by a senior religious official, inherited silver, weaponry forged out of a churchbell.

Your character’s weakness grows more specific and difficult to obtain, and it is likely to be much harder to research. Uneducated opponents may try to use the common Weaknesses against your character, such as silver purchased at a pawn store, but it will have no more effect against you then any other mundane substance.

Rank: Heroic
Prerequisites: Weakness, Improved Damage Resistance.
Trappings: Impenetrable skin, instant regeneration, fell powers, relentless fury.

Shooting your character with normal bullets will just make them angry. While they still gain no protection from their chosen Weakness, your character now has a soak value of ten, and is considered to have full-body Heavy Armor.

Damage Resistance
Rank: Seasoned, Enhanced Trait [Vigor]
Trappings: Thick skin or pelt, mystical immunities, frothing rage, quick-forming fullerene skin-weave.

The shapeshifter shrugs off blows that would fell a mortal opponent with ease. They gain natural armor with a value of two. This resistance is affected normally by armor-piercing weapons, and if the character has the Weakness Drawback that is explained later in this section, it automatically ignores this natural armor.

Improved Damage Resistance
Rank: Veteran
Prequisites: Damage Resistance
This power functions exactly as it’s predecessor, except that it provides an natural armor bonus of four instead of two.

Enhanced Senses
Rank: Novice
Trappings: Keen Eyes, Lupine Senses.

Your character gains a +2 bonus to Notice and Tracking rolls.

Enhanced Trait
Rank: Novice
Trappings: Bulging muscles, unnatural swiftness, tireless strides.

One of the most common attributes of any Shapeshifter, this power allows to the character to increase their Agility, Strength or Vigor by one step while in their alternate form. An improved version of this power is available at every rank, allowing the shapeshifter to increase the chosen attribute an additional step. Each Trait is considered to have its own path, so a Novice character could start with Enhanced Strength, and then later purchase Enhanced Agility without needing to advance a rank, but if he wants to enhance his Strength by two steps, he’ll need to wait until he reaches the Seasoned rank. If a character’s trait comes to  exceed a d12, they gain a +1 bonus to any Trait Test per step increase. In other words, if a character has a Strength of d10 in their normal form, and they’ve purchased two instances of the Enhanced Trait [Strength] power, the first increase would raise it to a d12, and the second would raise it to a d12+1. This bonus applies any time the character would roll their strength die, including damage.

Extra Limbs
Rank: Novice
Trappings: Tails, tentacles, extra arms and legs.

The character gains one additional limb, usually a prehensile tail at the Novice stage, which grants them one extra non-movement action.

Improved Extra Limbs

Rank: Seasoned
Prequisites: Extra Limbs

The character gains one additional limb. Ideally this version of the power is taken when making a Seasoned character from scratch, or else the player will have to come up with an excellent reason for their character suddenly sprouting an extra pair of arms.

Rank: Seasoned
Trappings: Bone-chilling howls, unnatural aura, inhuman laughter, glowing eyes, teeth shining in the dark.

Your character has a mailing address in Uncanny Valley. Those witnessing the character up close must make a Fear check at a -2 penalty. The normal rules for becoming Jaded apply.


Rank: Novice
Prerequisites: Enhanced Trait [Strength]
Trappings: Hormonal Growth Catalysts, Horrific Transformation Montages.

The character gains an additional +1 bonus to their size.

Improved Growth
Rank: Seasoned
Prequisites: Growth

The character’s size bonus increases from +1 to +2.

Natural Weapons
Rank: Novice
Trappings: Claws, Fangs, Beaks, Bone-Plated Knuckles.

The blows dealt by a Shapeshifter usually leave their lesser foes splatted across the landscape. Your unarmed attacks deal 1d8 points of lethal damage.

Improved Natural Weapons
Rank: Veteran
Prerequisites: Natural Weapons
Your unarmed attacks now deal 1d8+1 points of damage.

Rank: Novice
Prequisites: Enhanced Strength
Trappings: Reinforced Muscles, Bestial Strength, Vaulting Out Of The Night When Your Opponents Least Expect It.

Flinging themselves into the fray with abandon, your character may jump for double their normal distance while in their enhanced form.

Rapid Climber
Rank: Seasoned
Trappings: Sharp claws, strong fingers, tentacles.

Your character can scale practically any vertical surface with terrifying ease. You gain a +2 bonus to your climb check and can move your entire strength die in inches (about two yards when not measuring on the battle-mat) with a successful roll. A character with a strength greater than a d12 moves an extra inch per point of bonus, so a character with d12+2 strength would move 14” with a successful climb check.

Rapid Swimmer
Rank: Novice
Trappings: Fins, webbed feet, long tail, enthusiasm.

Move up to your Swimming die in inches instead of halving it.

Improved Rapid Swimmer
Rank: Seasoned

The character can swim even faster, moving at one and a half times their swimming die. (A character with a d8 in swimming would move at 12” a round, for example.)

Rank: Heroic
Prequisites: Enhanced Vigor, Weakness.
Trappings: Increased metabolism, accelerated healing, dark shapes working beneath the surface of the skin.


Making forcible alterations to the body of a shapeshifter is frequently a fool’s errand. Injuries stitch themselves back together before the horrified eyes of their opponents, healing one Wound every three rounds on the character’s initiative. If they are incapacitated, this ability also allows the shapeshifter to automatically succeed their Vigor roll to stabilize their injuries, but if offers no aid in recovering from being Shaken. This power offers no benefit whatsoever against Wounds inflicted by the character’s Weakness.

Rank: Seasoned
Prerequisites: Enhanced Agility
Trappings: Long legs, metabolic enhancers, running on all fours

Moving at unnatural speed, the character’s Pace is increased by four, and they roll a d12 instead of a d6 while running.

Water Breathing
Rank: Seasoned
Prequisites: Rapid Swimmer
Trapping: Gills, air pouches, filtering membranes.

The character may breath as comfortably beneath the water as above it, though they are still effected by currents, water pressure and all the other perils associated with the deep. Like all the others, this power stops working once the transformation ends, so your character had better be near the surface when they revert back to their normal shape.



These are hindrances that plague shapeshifters in their various incarnations. They can be traded for additional powers at character creation on a one-for-one basis. The Gamemaster will determine how many Drawbacks you can take to start with, and is the final arbiter of what is and is not an acceptable trade. Certain powers, such as Natural Armor, require you take specific drawbacks in order to purchase them. If you choose to buy such a power with an Advancement later on, you automatically gain the prerequisite drawback as well. Depending on your character concept, the Gamemaster may require you to take certain drawbacks, or not allow you to take others. A werewolf from classical horror literature should definitely have Weakness [Silver] and Reviled, but other Drawbacks such as Dark Omens, Marked and Unnatural Aura are optional. Conversely, it makes sense to have a chemically-enhanced supersoldier to take the Triggered Change drawback, but there’s no reason for religious icons to weep blood whenever he’s in the room.

Another Face in the Mirror

Trappings: Split personalities, hormonal imbalance, dark passengers, behavioral programming.

The character is, essentially, a completely different person when shifted. The new personality is always more aggressive, antagonistic and violent than the original.  The antics of the shifted personality can cause no small amount of trouble for the character once they’ve shifted back to normal. While the second personality is unlikely to wantonly kill party members or valued NPCs without provocation, they often think nothing of committing petty crimes, being unreasonably violent or aggressive with others, or simply killing an enemy when they attempt to surrender. If the second personality is going to do something particularly heinous, such as harming one of the first personality’s loved ones, the original personality may fight back by making an opposed Spirit roll against their own Spirit Trait at a -2 penalty. If the first personality succeeds, the character is immobilized for two rounds, allowing the victim in question time to escape or for the other party members to restrain them. On a raise, the duration of the hold is increased to four rounds. Note: The Gamemaster may forbid a player from taking this Drawback if he feels it would violate the “Free Points For What I Was Going To Do Anyway” treaty of 1997.

Bestial Intellect
Trappings: Altered brainwaves, primal atavism, hormonal surges.

When shifted, the character’s Smarts trait is dropped to d4 (Animal.) They still retain some basic memories and can usually tell friend from foe, but they can’t be expected to operate even simple machinery such as doorknobs and levers on their own. Note: A character cannot take both Bestial Intellect and Another Face In The Mirror.

Trappings: Hedonistic binges, killing sprees, “side-effects,” desecration of religious sites or artifacts.

If your character has been in their enhanced form for over an hour, they must make a Smarts roll or temporarily lose control of their character after an indeterminate amount of time. This roll is made at a -2 penalty if the character also has the Another Face in the Mirror Drawback. The character will never lose control during combat (actions of the other personality from the previously mentioned Drawback notwithstanding ) or during any other tense or involved situation.

However,  as soon as the action winds down their more base nature takes over and they slip away at the most inopportune moment. The character generally wont harm someone who is attempting to impede their escape, though they are not above bowling them over, knocking them out or gently hurling them through a wall. The character doesn’t remember anything that happened during the blackout, and whatever the character does during the episode is up to the Gamemaster. The incidents that occur during a blackout will usually be directly related to the character’s nature, and can vary wildly between shapeshifters. A chemically enhanced supersoldier might wake up in a pile of exhausted lovers, whereas a werewolf might regain consciousness in a comfy nest of eviscerated livestock. Either way, these incidents are rarely discrete and can quickly draw a great deal of unwanted attention to the character.

Blocked Change
Trappings: Sunlight, immersion in water, a potent geas.

Some factor prevents your character from being able to change under certain conditions. Some lycanthropes can only hunt after sundown, or the powerful being who provided your character’s powers may revoke their privileges  if they violate certain taboos.  Should the character be exposed to whatever would prevent them from shifting, the immediately revert to their normal form and cannot shift back again until it is removed.

Dark Omens
Trappings: Stillborn livestock, withered crops, soured milk, weeping statues, putrid blood drizzling out of the taps.
Prerequisites: Reviled

Any remotely civilized area the character stays in begins to suffer from portents of an ill fate. The omens become truly noticeable after three days, and the populace begins to sense a force of darkness in their midst after a week or so. A smaller town, which we’ll define as 200 people or less, suffers an equal distribution of the omens among the populace, whereas a larger urban center will see a greater concentration of the omens near where the shapeshifter is currently residing. This can make them easier to track by those with the right know-how. On the plus side, people dwelling in a bustling city are usually slower to act on the omens than their more superstitious neighbors in the rural portions of the country.

Fixed Shape
Trappings: Ancient curses, long-lasting combat drugs.

Once the character has shifted into their enhanced form, they cannot shift themselves back again until the duration on their transformation expires. This can technically be overcome if the shapeshifter has the Blocked Change drawback and is exposed to stimulus that triggers it. However, if the stimulus is removed within an hour, the character immediately reverts back to their enhanced form. Note: This drawback cannot be taken in addition to the Short Shift power.

Forced Change
Trappings: Light of the full moon, zeta rays, electricity, an old-fashioned love song.

Some form of external stimulus forces your character to change on the spot. It can be practically anything as long as there is a reasonable chance the character will interact with it. The character cannot shift back into their normal form as long as the stimulus persists.


Trappings: Hair beneath the skin, unnatural eyes, elongated teeth, unibrows.

The shapeshifter has some sort of distinguishing mark that will reveal his identity if he is subjected to a sufficient amount of scrutiny.

No Thumbs
Trappings: Paws, flippers, dewclaws.

The character’s enhanced form lacks the ability to grasp and manipulate objects. A creature with a prehensile tail or tentacles does not count as sufficiently inconvenienced to qualify for this Drawback. Note: This Drawback cannot be taken alongside Bestial Intelligence, since being physically unable to use a doorknob isn’t much of an impediment if you can’t fathom how one works to begin with.

Ravager of Pants
Trappings: Rapid changing, bulging muscles, vastly altered form.

Normally, when a character shapeshifts, it is usually assumed that their clothing and equipment either melds into their body, or that the enhanced form wouldn’t be particularly impeded by its presence. This is not true of your character. Any clothing that isn’t extremely loose, such as sweatpants, a bath robe or a prison jumpsuit is automatically ruined when the character shifts, and even these articles will probably be more than a little tight on your character’s new form. Gear and armor secured by buckles and other classical means will be unusable until they’ve been properly repaired, whereas equipment secured with velcro or similar methods will simply pop free and drop to the ground without breaking. It takes a single round to remove the shredded remnants of clothing, and your character’s pace will be reduced by 2 until he takes the time to do so.

Trappings: Enhanced metabolism, stomach demons, pit of endless ravening.

Your shapeshifter consumes three times the amount of food that is normally required for a member of their species.

Trappings: Local superstitions, dark omens, religious dogma.

Some areas of the world are more tolerant of shapeshifters than others. A powerful shaman who can transform into a enormous bear is likely afforded a great deal of respect and deference while among his people, whereas a werewolf in Eastern Europe would be immediately set upon by a swarm of angry civilians should their true identity be revealed. Most shapeshifters will likely be required to take this Drawback, as their kind are almost never viewed in a positive light by most of the populace. If your identity as a shapeshifter is suspected but not demonstrably proven, you gain a -3 penalty to your charisma when dealing with your accusers. If it has been solidly confirmed, the penalty increases to a -6 and you should expect some form of violence to be arriving at your doorstep within the hour. Some shapeshifters without this drawback may still find themselves suffering its effects in certain situations. Just because the shaman is highly valued by the members of his clan doesn’t mean the puritanical settlers from across the ocean will take anything but a dim view of his shapeshifting shenanigans.

Short Shift
Trappings: Unstable serums, intolerable pain, lack of willpower.

Plagued with a flawed metamorphosis, the character can only remain in their enhanced form for an hour at a time, though the character can still shift as often as their Power Points will allow. This does not bypass the 12-hours-per-day limitation on the duration of the Shapeshifting power.

Triggered Transformation
Trappings: Pills, potions, injected serums, magical talismans.

Changing forms is easier for some shapeshifters than others. Your character has to have access to a certain item or compound in order to change into their enhanced form, or to revert back to a human state before the duration expires. While certain items, such as combat drugs, are hypothetically finite, the character is assumed to be sufficiently well-equipped with them to carry out his various tasks, and he should not run low unless he spends an extended period of time without a way to replenish his supply.

Unnatural Aura
Trappings: Cold wind, dead eyes, animalistic traits.

There is something distinctly unnatural about your character, even when they are in their normal form. They gain a -2 penalty to charisma, except for the purposes of intimidation and interrogation. Furthermore, most animals react extremely poorly to the character, usually fleeing whenever possible. Domestic animals are particularly outraged by your presence, and it is not uncommon for a dog or a particularly loyal cat to attack a shapeshifer that gets too close to their master.

Trappings: Water, silver, fire, iron, blessed weapons, induced allergies, alien minerals.

There are a countless number of tales and folklore about the proper way to destroy a shapeshifter. For your unfortunate character, some of them happen to be true. The materials in question must be readily available in the time and place of the campaign.  Furthermore, the Weakness must be easily weaponized. Any scholars who are able to identify your true nature are probably also capable of ascertaining your Weakness. Your defensive powers, such as Damage Resistance and Regeneration, have no effect on wounds inflicted by these substances. You may take this Drawback twice, selecting two different substances that can cause you grievous harm. Rules governing the different effects of various substances can vary widely depending on what is used, but here are a few guidelines for handling some of the situations that might come up.

  • Bullets, arrows, and other such projectiles do not continuously deal damage after they’ve penetrated your body.
  •  If you have an elemental weakness, such as fire of water, contact with inflicts an automatic wound per round of contact, in addition to any damage they might normally inflict
  • A character with a weakness for water or some other liquid will take continual damage if they were immersed or sufficiently soaked in it. A soaked character can spend a round to shake and scrub the substance from their body, assuming they are no longer immersed in it.
  • If the character has a weakness for a particular element, and is struck with a weapon that is enchanted with that elemental effect (such as the classical flaming longsword) the basic damage from the sword is also considered to be unaffected by your defensive powers, just as if it were made out of a material you had an additional Weakness to.
  • Armor made from the substance you have a Weakness against has double it’s normal protective value against your natural weapons. It will inflict a single wound per round if you are involved in a grapple with the person wearing it, but it will usually not inflict an automatic wound upon striking it with a natural weapon, but the Gamemaster is free to rule otherwise.
  • If a character is struck by a weapon that combines two weaknesses, such as a blessed silver bullet, it deals an additional wound every time it successfully inflicts damage.
  •  Projectiles from a Blessed weapon also count as blessed, and Blessed projectiles fired from an unblessed retain their mystic properties.
  • A blessed weapon can be successfully wielded against a Shapeshifter by anyone, regardless of their personal belief structure.



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