Changelings are a race of shapeshifters, human-doppleganger crossbreeds, capable of taking on almost any appearance they can imagine. Factotums are adventurers that are masters of versatility, capable of sword fighting, lock picking, spellcasting, and other heroic feats. When you combine the two, the result is a Protean Adept, master of versatility. Protean Adepts are masters of mimicry, capable of imitating almost any talent another adventurer might possess. Their shapeshifting talents are legendary–any changeling can change his appearance, but a Protean Adept can truly transform himself, taking on a new form. Protean Adepts are rare, and their habit of disguising themselves as another kind of adventurer means that few know their true nature.
To qualify to become a Protean Adept, you must fulfill all the following criteria.
Skills: Bluff 8 ranks, Disguise 8 ranks
Special: Arcane Dilettante class feature, Inspiration class feature
The Protean Adept treats all skills as being class skills.
Skill Points at Each Level: 6 + Int modifier.
Base attack/Saves: As Rogue
All the following are class features of the Protean Adept prestige class.
Weapon and Armor Proficiency
You gain no additional weapon or armor proficiencies.
Jack of All Trades (Ex)
Your Protean Adept levels stack with your Factotum levels for determining how many inspiration points you receive each encounter, as well as the number and level of spells you may choose with the arcane dilettante class feature.
Cunning Aptitude (Ex)
At 1st level, you have refined your skills, allowing you to take undertake almost any task. By spending an inspiration point, you may choose a single skill for every three Factotum or Protean Adept levels. You are treated as having a number of ranks in that skill equal to ½ your Factotum levels plus your Protean Adept levels, unless you already have a higher number of ranks in that skill. In addition, even if you could normally not use that skill due to being untrained in it, you may use it. These temporary skill ranks last for 1 hour. If you use this ability a second time, you lose the temporary skill ranks from the first time you used it.
Protean Form (Ex)
At 2nd level, you can combine your natural shapeshifting talent with your brilliant flashes of inspiration, allowing you to mold your body into any form. You may spend an inspiration point to change into the shape of another humanoid creature, as the alter self spell, with caster level equal to your Factotum levels plus your Protean Adept levels.
Cunning Versatility (Ex)
At 3rd level, you become adept at mimicking the talents of other adventurers. At the beginning of each day, you may choose a single class feature from another class. The class feature must be extraordinary, and it must be available at 5th level to a standard character class. By spending two inspiration points, you may gain that class feature for 1 minute. Your effective character level for that class feature is equal to your Factotum levels plus your Protean Adept levels.
At 7th level, you may choose two class abilities to use with this ability each day, and at 10th level, you may choose three abilities. In addition, at 7th level, you gain the ability to choose class features available at 10th level, and at 10th level, you may choose class features available at 15th level. You must spend three inspiration points to gain a 10th level class feature, and four inspiration points to gain a 15th level class feature.
Newfound Talents (Ex)
At 4th level, your brilliant inspiration and mastery of improvisation lets you draw on talents you never knew you had. By spending an inspiration point, you may gain any feat or skill trick for 1 minute. You must meet all prerequisites of the feat or trick. If you choose a skill trick, then you may use it more than once per encounter. However, for each additional use you make of it, you must spend an inspiration point. If you use this ability a second time, you lose the bonus feat or skill trick from the first time you used it.
Versatile Dilettante (Sp or Ps)
At 5th level, your ability to mimic mystic abilities is broadened. When you gain this ability, you must choose divine magic or psionic powers. If you choose divine magic, then you may prepare divine spells from the Cleric spell list, as well as arcane spells, with your arcane dilettante class feature. If you choose psionic powers, then you may prepare powers from the Psion power list with your arcane dilettante ability. You do not spend power points to use these powers–instead, that are treated as having a number of power points spent on them equal to your Factotum levels plus your Protean Adept levels, minus two, for determining what augments you may apply to them. You cannot choose psionic powers from discipline power lists. Regardless of which you choose, you cannot ready divine or psionic powers of the highest level of spell you can cast.
In addition, you gain an added degree of versatility in your choice of readied spells. As a standard action, you can switch out any spell you have prepared for a different spell (or power). However, if you do, then you cannot use the newly chosen spell for 5 rounds. You may switch out spells a number of times per day equal to your Intelligence modifier.
Cunning Mutability (Ex)
At 6th level, you gain the ability to reshape your mind and body, using your shapechanging talent and inspiration to recreate yourself. You may spend two inspiration points to grant yourself a +6 bonus to one ability score, a +4 bonus to two ability scores, or a +2 bonus to three ability scores. The bonuses last for ten minutes. If you use this ability a second time, you lose the bonuses from the first time you used it.
Master Shapeshifter (Ex)
At 8th level, you have mastered the art of reshaping your body, using your inborn genius to take on a diverse array of forms. You may spend an inspiration point to change into the shape of another creature, as the polymorph spell, with caster level equal to your Factotum levels plus your Protean Adept levels.
Proteus Anatomy (Ex)
Starting at lvl 9, your mastery of your own form allows you to move organs, change shape to just barely avoid a blow, or roll with it. For 4 inspiration points, as an immediate reaction either from an attack or spell, you make it the minimum damage with no modifiers factored in. For example, being hit by a sneak attack for 9d6 dmg would be reduced to 9, similarily, a greataxe would deal 1 dmg from its 1d12 die.