I am very new to 3.5e, and trying to make a sort of magic infiltrator assassin character. I previously asked this question, which led me to the two classes Beguiler and Swordsage. I really like the martial emphasis of the Swordsage, and want to get at least a couple levels in that early on. I am open to other classes, and to prestige classes. My question this: is how many levels should I take in each class, and in what order should I take them?

I want a character who can dish out high damage with high accuracy, with HP and AC taking second place to damage output. The character would need good deception and disguise skills, and great stealth skills. Divination spells for spying would be a good bonus. Essentially, I’m aiming for a highly effective assassin, who can case a joint, infiltrate a location, eliminate a powerful enemy, and make an exit.

The game starts at 5th level.


2 Answers 2


Final Recommendation

I wrote a lot on this, so to make it a little more tractable, I’m generally putting conclusions first, and leaving the full discussion of how I reached them as “for further reading” if you’re interested.

So here’s the build I suggest, at least through 12th. (Obviously, you’d start play with it at 5th level.)

Assuming human as race,

Level Class Special Feat CL IL
1st Beguiler Spells Weapon Finesse, Able Learner 1st
2nd 2nd
3rd Adv. Learn Somatic Wep or EWP(s. chain) 3rd
4th 4th
5th Swordsage Maneuvers 4th 3rd
6th Unseen Seer Dmg +1d6 Shadow Blade 5th
7th Adv. Learn 6th 4th
8th Jade Phoenix Mage 6th 5th
9th Mystic Phoenix Stance Craven 7th 6th
10th 8th 7th
11th 9th 8th
12th Martial Study 10th 9th

The big problem here is that we don’t have Practiced Spellcaster. We have only missed 2 levels of beguiler spellcasting, but it’s still painful. We also haven't dipped mindbender yet, and so don’t have Mindsight (nor do we have a feat to take Mindsight with). If your campaign allows flaws, you should definitely take them to get Practiced Spellcaster, and ideally, get Craven earlier and/or add that level of mindbender in here and take Mindsight.

The Martial Study feat is there because at that point, you’ve been taking 5 levels of jade phoenix mage, which has improved your initiator level a lot, but hasn’t given you access to Diamond Mind, Shadow Hand, or Tiger Claw, which are disciplines you should really like. At that level in particular, for example, you probably want dancing mongoose, a phenomenal Tiger Claw boost.

After this point, you can continue jade phoenix mage—losing another spellcasting level but gaining the opportunity for 4 more levels with full BAB, full spellcasting, and full initiating. Or you can switch back to unseen seer—at 20th level, your missed spellcasting levels and your divination spell power exceed Practiced Spellcaster’s buffer, but that’s OK because you’ve managed to achieve 9th-level spells, including the almighty time stop.

Fuller discussion of your options below:

How many levels of swordsage can we fit?

Bottom line up front: the sum of your levels that don’t progress spellcasting + the penalty you’re taking from unseen seer’s divination spell power should probably not exceed 4, since that is the most that Practiced Spellcaster can mitigate. You want to space your swordsage levels out to allow you to access each new level of maneuvers, so take an even number of beguiler-progressing levels between swordsage levels.

Caster level and initiator level

Because half your beguiler levels count towards swordsage’s initiator level, and therefore towards getting access to higher-level maneuvers, you can intersperse swordsage levels in among your beguiler levels to pick up maneuvers when you want them. For instance, you could do something like beguiler 4th/swordsage 1st to start with 1st- and 2nd-level maneuvers, or beguiler¹ 8th/swordsage 1st to start with 1st-, 2nd-, and 3rd-level maneuvers and stances, and then alternate, two levels of beguiler¹ for each level of swordsage: then each level of swordsage you take gets you a new level of maneuvers, so you always have your favorite maneuver of each level.

But you have to keep in mind that lost spellcasting levels hurt a beguiler badly; it doesn’t have the mechanics that swordsage has to partially benefit from other class levels. In particular, since 9th-level beguiler spells require the spellcasting of an 18th-level beguiler, missing more than 2 levels means giving up any chance of getting 9th-level spells as a non-epic character. This is a fairly theoretical concern—almost no campaigns make it to 18th-level anyway—but it is a fairly common standard by which to judge a build. More practically, Practiced Spellcaster can partially mitigate the losses from missed spellcasting levels, but only up to 4 of them—so more than 4 missed levels is painful indeed.

And since you were planning on unseen seer—that’s still a good choice—and its divination spell power penalizes caster level of non-divination spells, you want to count those as “missed” levels for the sake of staying within Practiced Spellcaster’s limits. So if you want unseen seer 9th or 10th (−3 caster level penalty), you’ll want no more than 1 non-progressing level, probably a dip in swordsage at 5th or 9th. If you want two swordsage levels, you probably want to limit unseen seer to 8th level, before the penalty gets to −3. Three swordsage levels means no more than unseen seer 5th, and four swordsage levels means no more than unseen seer 3rd. (Luckily, unseen seer 1st and 2nd are still quite good, so you really can do that.)

Basic progression recommendation

So here’s the rec: start as beguiler 4th/swordsage 1st, to start out with some martial ability with 1st- and 2nd-level maneuvers. Mountain hammer (Stone Dragon strike) and island of blades (Shadow Hand stance) are very highly recommended at those levels. Probably want to otherwise focus on Diamond Mind (synergizes with the Concentration ranks you need for spellcasting) and Shadow Hand (enhances your stealth and mobility), but really it’s up to you: if a sublime maneuver sounds cool, it probably is.

Then level up as a beguiler from there, except that every two beguiler-progressing levels, look at the maneuvers for the new level you can access. Really like some 3rd-level maneuver? Then take a swordsage level at 8th. Don’t? Keep progressing beguiler until 10th, and then look at the 4th-level maneuvers when deciding whether or not to take a swordsage level at 11th. So on and so forth. And remember that you can always take Martial Study or Martial Stance for something if you don’t want to take the swordsage level itself (note that this will mean a slightly different initiator level in each case).

Prestige classes?

Bottom line up front: you probably want to use jade phoenix mage some here, just because it eases so many of the headaches from the previous section. Remember that Martial Study can go a long way to cleaning up issues you have with the disciplines JPM has available—you’re really in it for the initiator level. You probably still want mindbender and some unseen seer levels, though.

Beguiler stand-byes—still good

Mindbender, unseen seer, and abjurant champion remain strong, easy choices for your spellcasting. After 5th level, unless you have some other plans for the level, you should default to advancing beguiler spellcasting with one of these, not beguiler itself. Combat Casting is a pretty terrible feat, so abjurant champion does have that drawback: it’s generally worth it but weigh your feat choices carefully, since unseen seer is competitive and doesn’t require a feat.

Swiftblade—probably save for a different character

Since you’ve dropped firearms and are going melee, you have more feats to play with. That can make entering swiftblade easier—Dodge and Mobility are still terrible feats, but at least you don’t desperately need feats for other things. On the other hand, nothing has changed about the fact that swiftblade costs you a lot of spellcasting levels—swiftblade is probably happening instead of swordsage, rather than in addition to. I could see beguiler 4th/swordsage 1st/mindbender 1st being a neat entry into swiftblade, though, just to get a few maneuvers.

Jade phoenix mage—you probably want to leverage this

Jade phoenix mage can advance both beguiler spellcasting and swordsage maneuvers, which makes it a pretty obvious choice. Unfortunately, it has pretty limited disciplines available—Devoted Spirit is great now that you’re in melee, but Desert Wind is often pretty meh. But since you will qualify for it, as long as you can find at least one Devoted Spirit maneuver you want to take, you can replace a swordsage level with jade phoenix mage 1st pretty painlessly, and then jade phoenix mage 2nd-5th progress your spellcasting, so you effectively get a “free” swordsage level at jade phoenix mage 3rd, plus much better initiator level. Then, perhaps, you can make the same trade for jade phoenix mage 5th, and get 6th-10th “free.” Much better for you than abjurant champion, anyway.

Master of nine—too expensive

Master of nine is kind of the opposite—extremely difficult to enter, and no better than swordsage for your spellcasting. But you get a lot more bang for your buck when you take a master of nine level instead of a swordsage level. Problem is that it requires 5 feats, and they range from mediocre (Improved Initiative is decent but you probably would not spend a feat on it otherwise) to awful (Dodge, Improved Unarmed Strike, honestly kinda Adaptive Style too). As a human beguiler/swordsage, you can’t get all of those until 9th level, since the only bonus feat you get is from human. A single level of cleric helps a lot (you get two of the feats you need by taking the Darkness and Time domains), and you could be an unarmed swordsage to get Improved Unarmed Strike, though this will limit your options for swords to those the beguiler gets proficiency in, since the unarmed swordsage gives up its martial weapon proficiency. Then you only need to take Dodge and Adaptive Style on your own. But, of course, the big problem with that is that a cleric dip means yet another missed level of beguiler spellcasting.

The fact that Dodge is required for both swiftblade and master of nine is sort of interesting, though I think trying to do both is spreading yourself too thin. I mean, cleric 1st, swordsage 1st, swiftblade 1st, and master of nine 1st has already exhausted Practiced Spellcaster’s ability to mitigate those missed levels, just by themselves.


You will want to start with Weapon Finesse and Practiced Spellcaster, and at 6th, you want to take Shadow Blade (Tome of Battle). Any requirements for prestige class(es) you want to take have to be covered... which is kind of why I suggest sticking with mindbender, unseen seer, and jade phoenix mage, as they don’t require any.

Assuming you get hunter’s eye (and/or assassin’s stance, though I like island of blades better) and thus sneak attack, Craven from Champions of Ruin should be considered. The upside is that it adds your level to your sneak attack damage—that’s a large amount for a rogue, and much more for you, who isn’t getting +1d6 sneak attack damage every other level. The downside—and it’s a doozy—is that you are not allowed to become immune to fear, and further take a −2 penalty on saving throws against fear. The penalty is bad, but not awful. It’s the inability to get immunity—which you would otherwise want, especially at high levels—that’s painful. Craven is a very strong candidate for a feat to take at low levels (when you couldn’t get immunity to fear anyway), and then retrain out of once you really want that fear immunity.

Beyond that, you have some options. For instance, weapon skills. Your basic armament should be a short sword (it’s the best weapon that both is covered by beguiler weapon proficiencies and is compatible with Weapon Finesse and Shadow Blade), but we can tweak that in a couple of ways:

  • Somatic Weaponry from Complete Mage will allow you to cast spells while dual wielding, so you can pick up another short sword. Goes great with Tiger Claw maneuvers, and you could maybe pick up Two-Weapon Fighting etc. some time later.

  • Exotic Weapon Proficiency (spiked chain) allows you to use one of the best weapons in the game, which is also, conveniently, compatible with both Weapon Finesse and Shadow Blade. Somewhat odd for an assassin, but its flexible nature makes it not impossible to conceal one. In combat, its reach is great, and if you take Combat Expertise and Improved Trip, tripping could be a decent alternative tactic (though you’ll probably dump Strength so it won’t be as good as it might be unless your DM backports the Pathfinder rule that allows you to use Dexterity when tripping with a finessed weapon).

Another possibility is feinting, which means taking beguiler 6th. With Improved Feint (requiring Combat Expertise) and Surprise Riposte from Drow of the Underdark, you can use a swift action to make a target flat-footed for a good long time—long enough for all of your attacks and quite possibly your allies’ attacks too. Of course, that’s three feats, a level, and you already have pretty good swift-action options with your boosts.

If you take more than one level of swordsage—a reasonable choice considering the disciplines you’d prefer—you’ll get Wisdom to AC in light armor, which is a phenomenal feature if you have Wisdom. As a beguiler, though, you don’t really want to have Wisdom—you want Intelligence, Dexterity, and Constitution, and should be eager to sacrifice anything else in order to make those happen. (And if you were considering a fourth score, it would be Charisma.) You might ask your DM if Kung-Fu Genius (Dragon Compendium) or Carmendine Monk (Champions of Valor) could be applied to swordsage instead of monk.

Also, if you are taking a lot of jade phoenix mage levels, you’ll want a way to keep various skills in-class that it doesn’t get—most notably, Bluff, Disguise, Hide, and Move Silently. Able Learner from Races of Destiny will handle all of those for you.

Finally, the Mindsight and Darkstalker feat from Lords of Madness probably deserve places in your build. Mindsight was covered in the previous question, but it bears mentioning again because it is the whole reason you want mindbender. Darkstalker allows you to hide from special senses like blindsight or tremorsense—a big deal for someone who is focusing on stealth and wants to make those Hide and Move Silently ranks count.


You already know which skills you want (Bluff, Disguise, Hide, Move Silently), but you’ll have quite a few skill points, so here’s some other skills worth considering:

  • Balance: I consider 5 ranks basically mandatory, since you need 5 ranks in Balance in order to avoid being flat-footed any time you’re balancing. After 5 ranks, can probably skip it.

  • Concentration: necessary to cast spells, and also for Diamond Mind maneuvers. Max this.

  • Knowledges: generally useful.

  • Martial Lore and Spellcraft: knowing your own skill sets can be useful, as can recognizing these skills in others.

  • Tumble: great skill for battlefield mobility. Enough points to hit DC 15 reliably (read: ideally, even on a nat-1—not that nat-1 is not auto-fail for skills) is a very good idea.

  1. Or, more realistically, beguiler-progressing prestige classes after character level 5th.
  • 1
    \$\begingroup\$ @From Excellent point, you do need Practiced Spellcaster there. Ok, yeah, I’ll just go with two levels of unseen seer there. \$\endgroup\$
    – KRyan
    Oct 15, 2022 at 13:31
  • 2
    \$\begingroup\$ @TheDragonOfFlame IL is “initiator level,” which is the Tome of Battle version of a spellcaster’s CL, or caster level. When reading a maneuver, if it says “level,” then initiator level is the one they mean (likewise, when reading a spell, “level” means caster level). Importantly, 1. when you learn a new maneuver, initiator level controls how powerful a maneuver you can learn (caster level does not do this for spellcasters learning spells), and 2. half your levels in other classes (e.g. beguiler) count towards initiator level. \$\endgroup\$
    – KRyan
    Oct 16, 2022 at 0:25
  • 2
    \$\begingroup\$ @TheDragonOfFlame Thus, when a beguiler 4th levels up and takes a level of swordsage, their have an IL of 3rd, and can therefore choose 2nd-level maneuvers. The reverse is not true, however: a swordsage 4th that decides to take a level of beguiler has the same caster level 1st that a starting beguiler has, and even if they get bonuses to that caster level (e.g. with Practiced Spellcaster), they still only have 1st-level spells. \$\endgroup\$
    – KRyan
    Oct 16, 2022 at 0:27
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    \$\begingroup\$ @TheDragonOfFlame Assassin’s stance is a 3rd-level stance, so you need IL 5th to select it (yes, this is pretty dumb, but it’s consistent with e.g. wizard and cleric and so on). So unless you wait until beguiler 8th to take your first swordsage level at 9th, you can’t select assassin’s stance with your first stance. Since you have to be in a Shadow Hand stance for the Shadow Blade feat, it may make sense to choose assassin’s stance as your second stance, so you can switch between island of blades and assassin’s stance as you like. But most of the time, I prefer island of blades \$\endgroup\$
    – KRyan
    Oct 16, 2022 at 1:24
  • 1
    \$\begingroup\$ @TheDragonOfFlame In that case, yes, I’d strongly consider child of shadows. Be aware that spellcasters might be summoners, though. \$\endgroup\$
    – KRyan
    Oct 16, 2022 at 1:53

Beguiler or Beguiler and full arcane progression prestige classes up to level 18, then Swordsage at 19 and/or 20.

In D&D 3.5, spellcasting is very powerful. In general, the reason why classes are ranked lower is because they either have fewer options or reach the higher level spells later or not at all. Beguiler in and of itself is weaker than the main casting classes, Wizard/Cleric/Druid, because it's always one level behind AND has fewer options (especially compared to the former two).

Falling behind even a single level in spellcasting, like Beguilers automatically do, is considered suboptimal. Not reaching the highest level of spellcasting before level 20 means you will never enjoy the full benefits of what will be this multiclass character's strongest feature.

Beguilers reach the highest level of spellcasting, level 9, once they reach level 18. This is when it's no longer a bad idea to take other levels.


Anyway, in comments on the other question I mentioned the Gish Handbook. A "Gish", or a caster capable of fighting in melee combat, seems to be exactly what you're currently aiming for, which is different from the sneaky deceiver of the former question.

One of the proposed builds from that guide is the Melee Bard, which allows for some deception skills:

Bard 8/Paladin of Freedom 2/Sublime Chord 2/Abjurant Champion 5/Sacred Exorcist 3

+16 (out of 20, max) Base Attack Bonus and 9th level spontaneous spellcasting.

This build leaves you heavily dependent on Charisma, unlike the Beguiler builds that rely on Intelligence. This means you'll likely have fewer skill points, but on the other hand, a Charisma bonus can be used for almost anything. For instance the two levels of Paladin in the build above adds your Charisma bonus to all your saves, while a feat like Charming the Arrow allows you to use your Charisma bonus instead of Dexterity for bows and crossbows. As a Bard, the Snowflake Wardance feat (Frostburn, page 50) would allow you to add it to attack rolls, as well.

That build is just an option among many - the Gish Handbook is quite comprehensive.


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