Article-At-A-Glance
- The Swarm[1] excels in shapeshifting due to Changeling, Warshaper, and Master of Flies synergy.
- Scout Swarm offers unmatched mobility, using Evasion and SwarmShape for urban adaptability.
- Roleplaying opportunities explore duality themes, utilizing Swarm for information gathering.
- The build emphasizes adaptability, supports through versatile equipment and tactical combat strategies.

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At level 1, this Scout serves as a nimble tracker equipped to handle both melee and ranged combat. With a city based expertise, the Scout excels in urban settings thanks to the City Slicker feat, providing a situational edge. Emphasizing speed and skirmish abilities, the Scout is adept at mobility and stealth.
Stat Block Level 1:
Scout: genderless, Changeling Scout 1; CR 1; Medium Humanoid (Shapechanger[2]); HD 1d8; hp 10; Init +3; Spd 40 ft.; AC 14, touch 13, flat-footed 11; Base Atk +0; Grp +0; Atk Shortbow (+3, 1d6, 60 ft.) or Shortsword (+0, 1d6); Full Atk Shortbow (+3, 1d6) or Shortsword (+0, 1d6); SA Skirmish +1d6, Trapfinding; SQ Changeling racial traits; AL CN; SV Fort +2, Ref +3, Will +0; Str 15, Dex 16, Con 14, Int 12, Wis 10, Cha 10.
Skills, Abilities, and Feats:
Escape Artist 5, Knowledge(Nature) 8; City Slicker. Special Attacks and Qualities: Skirmish grants extra damage and AC bonus when moving, Trapfinding allows detection of traps.
Possessions: Shortbow, two shortswords, chain shirt.
At level 5, the Scout build focuses on quick, tactical movements in urban settings. With solid Skirmish abilities adding damage to attacks when moving, this build excels at hit-and-run tactics. Evasion provides strong defenses against area attacks, while the character’s equipment aids both melee and ranged combat. The Changeling race offers versatility in disguise, perfect for blending into city environments for reconnaissance or ambushes.
Stat Block Level 5:
Scout: gender unspecified, Changeling Scout 5; CR 5; Medium Humanoid (shapechanger[2]); HD 5d8+10; hp 32; Init +3; Spd 40 ft.; AC 17, touch 13, flat-footed 14; Base Atk +3; Grp +5; Atk Short sword +6 melee (1d6+2/19-20) or shortbow +6 ranged (1d6+2/x3); Full Atk Short sword +6 melee (1d6+2/19-20) or shortbow +6 ranged (1d6+2/x3); SA Skirmish +2d6/+1; SQ Evasion, Uncanny Dodge, Battle Fortitude +1, Trapfinding; AL Chaotic Neutral; SV Fort +4, Ref +7, Will +1; Str 15, Dex 16, Con 14, Int 12, Wis 10, Cha 10.
Skills, Abilities, and Feats:
Escape Artist 5, Knowledge (Nature) 8; City Slicker, Quick Change, Dodge. Skirmish (Ex): +2d6 damage and +1 AC when moving 10 feet before attacking. Evasion (Ex): No damage on a successful Reflex save against area effects.
Possessions: Shortbow, two shortswords, chain shirt.
At Level 10, the character is an adept urban scout, capable of transforming into a swarm for excellent evasion and damage output. They avoid most threats using their high reflexes and morphic abilities. They can transform into swarms twice a day, leverage the Pied Piper ability, and possess strong combat reflexes bolstered by Dexterity and the ‘Weapon Finesse’ feat.
Stat Block Level 10:
The Swarm[1]: female, Changeling Scout 5/Warshaper 2/Master of Flies 3; CR 10; Medium humanoid (shapechanger[2]); HD 10d8+4; hp 40; Init +3; Spd 40 ft.; AC 18, touch 13, flat-footed 15; Base Atk +7; Grp +9; Atk shortbow +10 ranged (1d6+2/×3) or shortsword +9 melee (1d6+2/19–20); Full Atk shortbow +10/+5 ranged (1d6+2/×3) or shortsword +9/+4 melee (1d6+2/19–20); SA Skirmish +2d6/+1, Swarm Shape 2/Day; SQ Evasion, Trapfinding, Uncanny Dodge, Battle Fortitude +1, Morphic Weapons, Morphic Immunities; AL N; SV Fort +8, Ref +10, Will +6; Str 15, Dex 16, Con 14, Int 12, Wis 10, Cha 10.
Skills, Abilities, and Feats:
Escape Artist +12, Knowledge (Nature) +13; City Slicker, Weapon Finesse, Dodge, Mobility, Quick Change.
Special Attacks and Qualities:
Swarm Shape allows transformation into a swarm twice daily, conferring substantial defensive and damage abilities.
Possessions: shortbow, two shortswords, chainshirt.
The Swarm[1] build at level 15 excels in urban scouting. This character uses the combination of Scout, Warshaper, and Master of Flies classes to master stealth and surprise in both melee and ranged attacks. Their ability to transform into swarms offers significant survivability, as area effect attacks, their only vulnerability, are largely negated by their high Reflex save and Evasion ability. Their damage output in swarm form, leveraging Skirmish, Morphic Weapon, and Swarm Attack abilities, is quite substantial.
Stat Block Level 15:
Unnamed: female, Changeling Scout 5/Warshaper 5/Master of Flies 10; CR 15; Medium humanoid (shapechanger[2]); HD 15d8+4; hp 97; Init +8; Spd 40 ft.; AC 21, touch 14, flat-footed 18; Base Atk +11/+6/+1; Grp +15; Atk Short sword +15 melee (1d6+2) or shortbow +16 ranged (1d6+1); Full Atk Short sword +15/+10/+5 melee (1d6+2) and short sword +15 melee (1d6+2) or shortbow +16/+11/+6 ranged (1d6+1); SA Skirmish +3d6/+1 AC, Swarm Shape(Doom); SQ Evasion, Uncanny Dodge, Morphic Immunities, Morphic Weapons; AL Neutral; SV Fort +9, Ref +12, Will +8; Str 19, Dex 16, Con 14, Int 12, Wis 10, Cha 10.
Skills, Abilities, and Feats:
Escape Artist 5, Knowledge (Nature) 8; City Slicker, Quick Change, Dodge, Mobility, Weapon Finesse, Spring Attack.
Special Attacks and Qualities:
Swarm Shape 5/Day, Creeping Doom, Morphic Healing, Multimorph.
Possessions: Shortbow, two shortswords, chainshirt.
The Swarm[1] at level 20 is a versatile scout with the ability to morph into swarms, making it nearly unkillable. With high Reflex saves and Evasion, area attacks are mostly shrugged off. Its morphic weapons combined with swarm attacks and Skirmish make for substantial damage.
Stat Block Level 20:
The Swarm[1]: genderless, Changeling Scout 5/Warshaper 5/Master of Flies 10; CR 20; Medium Humanoid (Shapechanger[2]); HD 20d8+80; hp 160; Init +10; Spd 40 ft.; AC 24, touch 14, flat-footed 20; Base Atk +15; Grp +20; Atk two shortswords +20 melee (1d6+3) or shortbow +20 ranged (1d6); Full Atk two shortswords +20/+15/+10 melee or shortbow +20/+15/+10 ranged; SA Skirmish +4d6/+4, Swarm Shape, Swarm Attack, Insect Plague, Creeping Doom; SQ Evasion, Uncanny Dodge, Morphic Immunities, Morphic Weapons, Morphic Healing, Multimorph, Battle Fortitude +1; AL Neutral; SV Fort +18, Ref +20, Will +11; Str 19, Dex 22, Con 18, Int 12, Wis 10, Cha 10.
Skills, Abilities, and Feats:
Escape Artist +5, Knowledge (Nature) +8; City Slicker, Quick Change, Dodge, Weapon Finesse, Mobility, Elusive Target, Spring Attack, Improved Initiative.
Special Attacks and Qualities:
Swarm Shape allows transformation into a swarm, nearly impervious to non-area attacks.
Possessions: Shortbow, two shortswords, chainshirt.
Milestones Of Character Development
- Levels 1-5: Establish the base as a Scout, gain Skirmish 2d6, Evasion, and essential feats like City Slicker, Quick Change, and Dodge for improved adaptability and mobility.
- Levels 6-10: Transition into Master of Flies and Warshaper, unlock Swarm Shape up to 2/day, gain Morphic Immunities, and improve melee capabilities with weapons finesse and enhanced physical attributes.
- Levels 11-15: Further develop Swarm Shape abilities, reaching 5/day, gain advanced swarm forms like Plague and Doom with Pied Piper and Creeping Doom for crowd control and massive damage potential.
- Levels 16-20: Master Swarm and Warshaper skills, utilize Multimorph and Morphic Healing, achieve Swarm Shape 6/day allowing for ultimate versatility and endgame power with Insect control and enhanced combat capability.
Core Abilities & Features
Unrivaled Versatility in Form
The core of the Scout – The Swarm[1] build lies in its shapeshifting prowess, expertly combining classes to unlock formidable abilities. The Changeling race synergizes with the Warshaper and Master of Flies classes. These choices empower the character to regularly change forms, ensuring adaptability in urban environments. Morphic Immunities and Morphic Weapons bolster resilience, while the Multimorph ability at level 20 offers unmatched morphological flexibility—ideal for tactical maneuvers.
Swarm Domination
Centering on the Swarm Shape ability, this build navigates between humanoid and verminous forms. Beyond a flavor win, this grants immunity to weapon damage, a rare perk. As the levels progress, from Swarm Shape 1/Day at level 7 to 6/Day by level 16, the character harnesses incredible crowd control. Supplementary powers like Insect Plague and Creeping Doom further escalate battlefield presence, making this build almost untouchable in vast engagements.
Mobility and Evasion
This build relishes in agility, boasting the Evasion ability by level 5, negating many area effects that can be a swarm’s bane. Skirmish boosts—at levels 1 and 5—enhance damage and mobility. Coupled with a dexterous base, fortified by feats like Mobility and Spring Attack, the Swarm[1] effortlessly dances around threats. This keen maneuverability keeps the character a step ahead, both in urban shadows and on open battlefields.
Equipment Progression
| Level Range | Equipment | Details |
|---|---|---|
| L1-5 | Masterwork Shortbow | Increase attack accuracy with +1 bonus. Focused on ranged proficiency with Skirmish. |
| Chainshirt | Provides a good balance of protection (+4 AC) and mobility with no speed reduction. | |
| L6-10 | Ring of Protection +1 | Enhances AC providing additional protection, essential for close encounters. |
| Cloak of Resistance +1 | Boosts all saving throws, crucial for leveraging Evasion and Swarm defense strategies. | |
| L11-15 | Shortswords +1 | Increased damage and attack bonus. Dual-wield for melee effectiveness with Skirmish. |
| Boots of Striding and Springing | Improves speed and mitigates terrain challenges, facilitating rapid repositioning. | |
| L16-20 | Amulet of Natural Armor +2 | Boosts AC further, capitalizing on morphic adaptability with Warshaper abilities. |
| Greater Invisibility Potion | For strategic retreats or unseen strikes in swarm form, blending stealth with combat. |
Combat Scenarios
- Dungeon Crawls:
- The Swarm[1] Scout excels in tight spaces due to its ability to transform and navigate through small crevices. Utilize Swarm Shape to overwhelm enemies in confined quarters, and rely on Skirmish bonuses to increase damage output while maintaining mobility. Use Scout abilities to detect traps and ensure a safe passage.
- Open Fields:
- In open fields, leverage the Master of Flies’ Swarm Shape for unparalleled mobility and evasive tactics. Capitalize on the vast space to maintain distance from threats, using the shortbow for ranged attacks. Form changes confuse and misdirect enemies, allowing allies to flank targets with ease.
- Ambushes:
- Prepare ambushes by shifting into an unassuming form using Quick Change and blend into surroundings. With high Dexterity and Evasion, execute surprise attacks swiftly. As the fight unfolds, the use of Swarm Shape can disorient opponents further, causing critical damage through swarm tactics.
- Defensive Stands:
- During defensive stands, rely on Warshaper’s Morphic Immunities to withstand oncoming assaults. Stand firm in Swarm Shape, making it challenging for enemies to land devastating hits. Employ morphic weapon enhancements to repel foes while the defensive position is maintained.
- Urban Encounters:
- In bustling urban environments, the Scout’s ability to move unnoticed is crucial. Use City Slicker and urban mobility to navigate ally-packed streets rapidly. Masterfully exploit Swarm Shape to escape or attack from unique angles, ensuring an advantage in surprising adversaries.
Weaknesses & Counters
| Weakness | Counters |
|---|---|
| Weakness to Area of Effect Damage | Maximize Reflex saves and using spells like ‘Protection from Energy’. Equipping Ring of Evasion grants an additional protective layer. |
| Limited Combat Options in Specific Forms | Utlize ‘Morphic Weapon’ ability from Warshaper class to add flexibility and wield magic items like ‘Wand of Lightning Bolt’ for added ranged options. |
| Low Constitution Score | Boost Constitution with items such as ‘Amulet of Health’. Additionally, Warshaper levels provide increased Strength and Constitution. |
| Stealth and Detection Vulnerability | Equip ‘Cloak of Elvenkind’ for Stealth boosts. Rely on ‘Swarm Shape’ to blend into surroundings without being detected. |
| Dependency on Dexterity for Defense and Attacks | Secure ‘Gloves of Dexterity’ to enhance Dexterity. Use ‘Cat’s Grace’ potions before combat to ensure high avoidance and striking capabilities. |
Roleplaying
Opportunities to Play the Changeling Scout Swarm
Embrace the dual nature of the city wolf and forest wolf. As a Changeling, you are naturally adept at becoming what is needed to thrive in different environments. Use this to your advantage in urban settings, blending effortlessly into crowds while gathering information. Imagine slipping into the persona of a beggar, a merchant, or even a city guard to discover hidden secrets.
Your character, through their body language and quick thinking, can foster intrigue and suspense. Use this shape-shifting ability to craft engaging tales for each transformation, turning encounters into riveting moments for the table. The Scout Swarm thrives on the anonymity granted by the bustling metropolis.
Themes to Explore with the Scout Swarm
Play through the lens of duality and transformation. Your character, similar to the woman in the story, is caught between worlds. This tension offers rich roleplaying avenues, exploring themes of identity and belonging. Are they more comfortable as the swarm[1] flying unnoticed through the city streets, or as the warrior wielding shortswords?
Additionally, delve into the theme of information as power. The Swarm[1] is invaluable not just for combat but also knowledge gathering. Position your Changeling as the ultimate in-the-know character, acting as the party’s secret weapon in uncovering plots and countering schemes. Roleplay the tension between choosing discretion or confrontation, weaving a narrative rich in the complexity of secrets and strategy.

FAQ
What makes the Swarm[1] Scout build unique in D&D 3.5?
The Swarm[1] Scout excels in shapeshifting and adaptability. Using the Changeling race, it integrates Warshaper and Master of Flies classes. This synergy allows frequent form changes and exceptional urban adaptability. Morphic abilities boost resilience and the Multimorph at level 20 offers unmatched flexibility. It’s perfect for tactical maneuvers ensuring varied combat responses.
How does Swarm Shape impact gameplay?
Swarm Shape enables transformation into verminous forms with immunity to weapon damage. This ability offers rare defenses and enhances crowd control significantly. As levels increase, the capacity grows from 1-6 uses per day. It provides a powerful strategy in vast engagements, making the character almost untouchable. Few builds offer such blend of flavor and function.
What are the build’s main weaknesses and their counters?
The build is vulnerable to area effects. Counter with high Reflex saves and ‘Protection from Energy’. The Ring of Evasion adds extra protection. Combat options in specific forms are limited, use Morphic Weapon from Warshaper for flexibility. Enhancing Dexterity and Constitution with specific items helps mitigate weaknesses.
Can this build excel in both urban and open environments?
Yes, the Swarm[1] Scout thrives in diverse settings. In urban areas, use Skirmish and City Slicker feats for maneuverability and stealth. Swarm Shape enables strategic retreats or attacks in urban jungles. In open fields, leverage Swarm Shape for mobility and evasive tactics. Maintain distance with ranged attacks while confusing foes with form changes.
What roleplaying opportunities does the Swarm[1] Scout provide?
The Swarm[1] Scout offers rich roleplaying avenues, exploring themes of duality and identity. As a Changeling, embrace the ability to shift personas, gathering information as needed. Craft tales for each transformation, turning encounters into intrigue-filled events. Use information gathering as power, becoming a party’s strategic asset unveiling secrets.
Join us at Stellar Dragons!
Consider trying the Swarm[1] Scout in your next session. Do you think Swarm could be the best build in D&D 3.5? Share your thoughts and join our vibrant discussion on the Stellar Dragons Discord server at https://discord.gg/uAPvgEq6Z7.
The Swarm

-“Are you sure, sis, that it’s a good idea?”
The woman with the white coat turned to look at her sister, who was definitely out of place in the city. She smirked, city wolf and forest wolf the two of them from entirely different parts of the world.
-“I know that it’s a terrible idea if that’s what you’re asking.” She replied as she continued walking the crowded street.
Her sister caught up, giving a small hum as she came up to her sister’s side.
-“Then why are we going to ask them in this case?”
–“Because, dear sister, the swarm is the most well informed entity in the realm. They know everything that goes on, and if our enemy has spies or cults in this city, they will know about it. Heck, they likely already know we are going to see them.”
In an alley, a swarm of flies disappeared in the sewers, the buzzing of the wings sounding a lot like a cackle at the words of the two sisters.
Race
Changeling
Class
Scout 5/Warshaper 5/Master of Flies 10
Ability Scores
Str 15/Dex 16/Con 14/Int 12/Wis 10/Cha 10
Skills
Escape Artist 5/Knowledge(Nature) 8
Equipment
Shortbow and two shortswords, a chainshirt.
Goal
Woohoo, an urban scout! You can change forms to become unnoticed in a crowd, and are a decent melee and ranged combatant, but your true strength is in your ability to transform into swarms, making you damn near unkillable with your Evasion. As a swarm, only area effect damage deal you any substantial damage, and with your immense reflex save, and evasion, you already laugh at those. In turn, your damage in swarm form is going to be substantial mixed with your morphic weapon+swarm attack+Skirmish.
| Level | Class | HD | Feat | Special |
| 1 | Scout | 10 | City Slicker | Skirmish +1d6, Trapfinding |
| 2 | Scout | 1d8+2 | – | Battle Fortitude +1, Uncanny Dodge |
| 3 | Scout | 1d8+2 | Quick Change | +10 Speed, Skirmish +1d6/+1 |
| 4 | Scout | 1d8+2 | Dodge | +1 Dex |
| 5 | Scout | 1d8+2 | – | Evasion, Skirmish +2d6/+1 |
| 6 | Master of Flies | 1d8+2 | Weapon Finesse | Summon Swarm |
| 7 | Master of Flies | 1d8+2 | – | Swarm Shape 1/Day |
| 8 | Warshaper | 1d8+2 | – | Morphic Immunities, Morphic Weapons, +1 Dex |
| 9 | Warshaper | 1d8+20 | Mobility | +4 Str/+4 Con |
| 10 | Master of Flies | 1d8+4 | – | Swarm Shape 2/Day, Pied Piper |
| 11 | Master of Flies | 1d8+4 | – | Swarm Shape 3/Day |
| 12 | Master of Flies | 1d8+4 | Elusive Target | Swarm Shape(Plague), Insect Plague, +1 Dex |
| 13 | Master of Flies | 1d8+4 | – | Swarm Shape 4/Day |
| 14 | Master of Flies | 1d8+4 | – | Swarm Shape 5/Day, Flyblown |
| 15 | Master of Flies | 1d8+4 | Spring Attack | Swarm Shape(Doom), Creeping Doom |
| 16 | Master of Flies | 1d8+4 | – | Swarm Shape 6/Day, Awaken Vermin, +1 Dex |
| 17 | Master of Flies | 1d8+4 | – | Swarm Leap |
| 18 | Warshaper | 1d8+4 | Improved Initiative | Morphic Reach |
| 19 | Warshaper | 1d8+4 | – | Morphic Healing |
| 20 | Warshaper | 1d8+4 | – | Multimorph, +1 Dex |
Shapechanger

-“What happened to her after you defeated the beast?” Asked one of the kids, the old man across from them gave a mild chuckle, their curiosity always bringing a smile to him. He scratched his chin slowly, collecting his thoughts as the fire cracked in the fireplace. The whole inn was listening to the half-elf’s story now.
-“Well, as well traveled as I am, there were many things I could teach her, I could teach everything about listening to nature, how to hunt beasts and how to recognize plants and prints. Though, as with all teachers, there were some things I could never teach her. How to be a beast, as she already was, being a werewolf and all. She wanted to learn to better control and use that part of her. So she left too, eventually, in search of the Lady of the Woods.”
There were whispers in the inn when that name came out of the storyteller’s mouth. The traveling woman pulled out a smoke pipe and started cleaning it, and prepared some dried herbs. The half-elf continued unfazed.
-“The Lady is said to be as old as the forest, and its most ancient guardian, capable of taking the form of all the beasts who walk its depths. From the smallest insect to the most majestic dragon, she is one with each of these forms. If someone could teach our young wolf lady how to control her inner beast, it was the Lady.”
Race
Changeling
Class
Wildshaping Ranger 5(Variant)/Master of Many Forms 10/Nature’s Warrior 3/Warshaper 2
Ability Scores
Str 12/Dex 16/Con 16/Int 10/Wis 14/Cha 8
Skills
Knowledge(Nature) 8, Knowledge(the Planes) 2, Survival 8
Equipment
A shortbow, a Shortsword. Any light armor.
Goal
You are a ranger capable of Wildshaping like the druid. But you take that ability and crank it to eleven. You have more than ten uses per day, can change your form in the same use of wild shape, and can take nearly any form in the monster manual. This makes you a fantastic swiss army knife of a character, with a form for every situation, and by gaining the Extraordinary abilities of your forms, your toolset only expands even more. Take the form of a fly to spy on a conversation or the form of a friggin’ Dragon to fight virtually any enemy as two examples.
And they say only Tier 1 characters have a backpocket plan for any situation…
| Level | Class | HD | Feat | Special |
| 1 | Ranger | 11 | Track, Weapon Finesse | Wild Empathy, 1st Favored Enemy, Fast Movement |
| 2 | Ranger | 1d8+3 | – | – |
| 3 | Ranger | 1d8+3 | Endurance, Alertness | – |
| 4 | Ranger | 1d8+3 | – | Animal Companion, +1 Con |
| 5 | Ranger | 1d8+3 | – | Wildshape 1/Day, 2nd Favored Enemy |
| 6 | Nature’s Warrior | 1d10+9 | Improved Toughness | Nature’s Weapon, Wildling |
| 7 | Master of Many Forms | 1d8+4 | – | Shifter’s Speech, Improved Wildshape 2/Day, Humanoid |
| 8 | Master of Many Forms | 1d8+12 | – | Improved Wildshape 3/Day (Large), Giant, +1 Con |
| 9 | Master of Many Forms | 1d8+5 | Improved Initiative | Fast Wildshape, Improved Wildshape 4/Day, Monstrous Humanoid |
| 10 | Master of Many Forms | 1d8+5 | – | Improved Wildshape 5/Day(Tiny), Fey |
| 11 | Master of Many Forms | 1d8+5 | – | Improved Wildshape 6/Day, Vermin |
| 12 | Master of Many Forms | 1d8+5 | Combat Reflexes | Improved Wildshape 7/Day (Huge), Aberration, +1 Con |
| 13 | Master of Many Forms | 1d8+5 | – | Extraordinary Wildshape, Improved Wildshape 8/Day, Plant |
| 14 | Master of Many Forms | 1d8+5 | – | Improved Wildshape 9/Day(Diminutiv e), Ooze |
| 15 | Master of Many Forms | 1d8+5 | Robilar’s Gambit | Improved Wildshape 10/Day, Elemental |
| 16 | Master of Many Forms | 1d8+21 | – | Evershifting Form, Improved Wildshape 11/Day (Gargantuan), Dragon, +1 Con |
| 17 | Warshaper | 1d8+6 | – | Morphic Immunities, Morphic Weapons |
| 18 | Warshaper | 1d8+42 | Stand Still | +4 Str, +4 Con |
| 19 | Nature’s Warrior | 1d10+8 | – | – |
| 20 | Nature’s Warrior | 1d10+8 | – | Water’s Flow, +1 Con |
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