Okay, here is a telepath-based Prestige Class for you Spunkrat.
But, unfortunately, it probably won't appeal to most players. It's really very... well... NPC-ish (it's also fairly BoVD-ish, IMO)
But, without further ado, my first transformative class in this thread...
Devourer
The devourers are a strange lot, telepaths of incredible power who are not content with thralls to do their bidding, but instead revel in the complete conquest of the minds of others. Not happy to have servants do their tasks for them, the devourers would rather live through their servants, in order to feel every moment of their lives.
Most devourers are very jealous creatures, insecure and unhappy with themselves. Their psionic powers, unfortunately, allow them to discover that there are others who lack these problems, and there are those who are at least as bad but who successfully hide their awkwardness and unhappiness as the devourer cannot. This contact with the minds of others is often enough to drive the telepath nearly insane. But combined with the right amount of ambition or just plain hatred, it can lead to the path of the devourer.
Many devourers, once on this path, begin taking distasteful feats such as Taste for Knowledge and Food for Thought (both in chapter 6).
There is no ‘organization’ of devourers, as each is a self-made monster who treads this path without a teacher or mentor except his own hatred and insecurities. When at last the devourer achieves his true form of beastliness as an Intellect Devourer, it tends to remain a solitary creature. However the evidence is that some devourers have managed to find themselves in a position of being able to tolerate another of their kind long enough to have reproduced. The offspring of these beasts have developed into their own race of natural intellect devourers who continue the distasteful pursuits and hungers of their parents.
Hit Die: d6
Requirements
To qualify to become a devourer, a character must fulfill the following criteria.
Alignment: Any evil
Manifesting: Able to manifest cloud mind, read thoughts and thieving mindlink.
Class Skills
The devourer’s class skills (and the key ability for each skill) are Bluff (Cha), Concentration (Con), Hide (Dex), Knowledge (pionics) (Int), Move Silently (Dex), and Psicraft (Int). See Core Rulebook 1 for skill descriptions.
Skill Points per Level: 2 + Int modifier
Advancement
Base Attack Bonus: As Rogue / Cleric
Fort Save: Weak
Ref Save: Weak
Will Save: Strong
Level 1 - Cloud Mind 1/day, +1 Manifester Level
Level 2 - Violent Mind 1/day
Level 3 - +1 Manifester Level
Level 4 - Power Resistance
Level 5 - Violent Mind 3/day, Cloud Mind 2/day, +1 Manifester Level
Level 6 - True Evil
Level 7 - Body Thief, +1 Manifester Level
Level 8 - Enhanced Violent Mind
Level 9 - Cloud Mind 3/day, +1 Manifester Level
Level 10 - Devourer Transformation
Class Features
All of the following are class features of the devourer prestige class.
Weapon and Armor Proficiency: Devourers gain no additional training in the use of weapons, armor or shields. Note that armor check penalties for armor heavier than leather apply to the skills Balance, Climb, Escape Artist, Hide, Jump, Move Silently, and Tumble.
Effective Manifester Level: At every level indicated on the table for the prestige class, the character gains new power points per day and access to discovered powers as if he had also gained a level in the psionic class he belonged to before adding the prestige class. He does not, however, gain any other benefit a character of that class would have gained (such as bonus feats, metapsionic or item creation feats, hit points beyond those he receives from the prestige class, and so on). He does gain the following benefits: an increased effective level of psionic manifestation, additional power points and effective additional levels for psicrystal powers. If a character had more than one psionic class before becoming a member of this prestige class, he must decide to which class he adds the new level for purposes of determining Effective Manifester Level.
Cloud Mind (Sp): At level 1, the devourer gains the ability to make the targets of his hostile telepathic contact forget about his presence when convenient. He gains the ability to manifest cloud mind as a psi-like ability at no power point cost once per day. This increases to twice per day at level 5 and three times per day at level 9.
Violent Mind (Sp): At level 2, the devourer’s hatred of others can be manifested as attacks upon the essential make-up of an individual persona. The devourer gains the ability to manifest ego whip and id insinuation as psi-like abilities, each once per day as a manifester of twice his devourer class level. These powers cannot be augmented, and have a save DC of 12 + the bonus from the devourer’s primary psionic ability score (Intelligence for Psions). At level 5, the devourer can use these abilities each three times per day.
Power Resistance (Ex): The constant reaching into the minds of others and learning the powers locked away within, begins to inure the devourer against other mental attacks and powers. The devourer gains Power Resistance equal to 18 + devourer class level.
True Evil (Ex): At level 6, the progressive changes in the devourer result in a change of type to Aberration. Also at this level, the devourer is treated as a summoned creature for the purpose of determining how it is affected by a protection from evil spell and such effects.
Body Thief (Su): When a devourer overcomes a victim, it can consume the victim’s brain and then remove its own brain and place it within the victim’s skull. This requires five minutes to properly remove the brain of a dead creature of size small or larger (often eating it) and then replacing it. The devourer cannot do this with the body of a creature immune to extra damage from critical hits. The devourer’s body goes into a sort of helpless stasis while its brain resides within another creature, lasting for up to one day per two devourer class levels (rounding up). The devourer can then animate the body for up to this length of time as if it were the victim’s original brain. The devourer retains its hit points, saving throws, and mental ability scores, as well as its psi-like abilities. It assumes the physical qualities and ability scores of the victim, as if it had used polymorph to assume the victim’s form. Unlike a true intellect devourer, the devourer does not gain any knowledge of languages or basic information about the victim other than what he learned before replacing the victim’s brain. If the devourer does not return his brain to his proper body within the time limit given above, then the body and brain both die. If the body is slain before the duration is complete, the devourer can remain in the new body until the end of the duration, after which time the mind finally dies.
Enhanced Violent Mind (Sp): When using his Violent Mind ability, both the ego whip and id insinuation powers are considered to have been augmented when manifested. This increases the damage from the ego whip to 2d4, and the number of targets for the id insinuation up to three targets each within 15 feet of each other. The save DCs for both powers also increase by +2.
Devourer Transformation (Ex): At tenth level the devourer completes the transformation into an aberration and mind thief. His brain grows clawed appendages and finally steps out of his useless body to become an intellect devourer. His size becomes one size smaller than it was normally, and his claws act as four natural weapons that he can attack with at once. Although he never gains the natural intellect devourer’s abilities such as their enhanced Body Thief power, he does gain blindsight to a range of 60 feet. He can now steal a person’s body by eating their brain and compressing his body as a psi-like ability to enter the brain cavity as a full-round action that provokes an attack of opportunity to then animate the body. When the duration of this theft is over, the devourer must once again prowl the world in his intellect devourer form.
