Level 20
At the pinnacle of his abilities, Thousand-Faced Thralgar really lives up to his name. He imitates others so well that his mother would hardly know him. Human, elf, dwarf; male or female; you name it: he's been it. He could talk a paladin into lending him his holy avenger and could act well enough to make demons weep.
Thousand-Faced Thralgar, male human Brd20: CR 20; Medium Humanoid (Human); HD 20d6; hp 72; Init +3 (Dex); Spd 30 ft.; AC 27 (+3 Dex, +3 natural, +6 armour, +2 shield, +3 deflection), touch 16, flat-footed 22; Base Atk +15; Grp +14; Atk +21 melee (1d6+2/18-20, +3 rapier) or +21 ranged (1d4+2/19-20, +3 dagger); Full Atk +21/+16/+11 melee (1d6+2/18-20, +3 rapier) or +21/+16/+11 ranged (1d4+2/19-20, +3 dagger); Space/Reach 5 ft./5 ft.; SA Bardic Music 20/day (countersong, fascinate, inspire competence, inspire courage +4, inspire greatness, inspire heroics, mass suggestion, song of freedom, suggestion); SQ Bardic Knowledge +22; AL NE; SV Fort +6, Ref +15, Will +13; Str 8, Dex 17, Con 10, Int 14, Wis 12, Cha 26.
Languages: Common, Dwarf, Elf.
Skills and Feats: Balance +5, Bluff +34, Concentration +23, Diplomacy +33, Disguise +46 (+48 acting), Gather Information +31, Intimidate +10, Jump +1, Listen +7, Perform (act) +26, Sense Motive +19, Spellcraft +20, Spot +6, Tumble +9, Use Magic Device +14; Combat Casting, Dodge, Mobility, Scribe Scroll, Skill Focus (Bluff, Disguise), Spring Attack, Weapon Finesse.
Bard Spells Known (4/6/6/6/5/5, base DC = 18 + spell level): 0-detect magic, flare, ghost sound,light, read magic, resistance; 1st-charm person, disguise self, expeditious retreat, silent image, undetectable alignment; 2nd-alter self, detect thoughts, locate object, misdirection, tongues; 3rd-bestow curse, charm monster, glibness, scrying, sculpt sound; 4th-cure critical wounds, dominate person, hold monster, legend lore, locate creature; 5th-false vision, greater dispel magic, mislead, seeming, summon monster V; 6th-eyebite, geas/quest, greater shout, irresistible dance.
Possessions: +3 rapier, 3 +3 daggers, ring of protection +3, ring of force shield, amulet of natural armour +3, bracers of armour +6, cloak of Charisma +6, gloves of Dexterity +4, hat of disguise, horn of goodness/evil, wand of light (50 charges), 2 potions of bear's endurance, 4 potions of bull's strength, potion of cure moderate wounds, 2 potions of fox's cunning, 2 potions of heroism, 2 potions of owl's wisdom, 3 scrolls of cure critical wounds [arcane, 20th-level caster], scroll of expeditious retreat [arcane, 20th-level caster], scroll of greater dispel magic [arcane, 20th-level caster], 2 scrolls of glibness, 2 scrolls of greater shout, 2 scrolls of sculpt sound, 2 scrolls of summon monster V, artisan's outfit, entertainer's outfit, cleric's vestments, courtier's outfit, explorer's outfit, noble's outfit, peasant's outfit, scholar's outfit, traveller's outfit, elaborate silver and onyx brooch (100 gp), gold necklace (100 gp), silver and green spinel ring (50 gp), embroidered velvet eye-patch studded with semi-precious stones (50 gp), copper charm necklace (30 gp), 2 silver holy symbols (25 gp), ornate bronze ring (30 gp), 2 signet rings, 15 pp, 233 gp.
No surprises with the skills; same drill as before. I was torn between three feats, though. Great Fortitude would have improved his weakest point: his Fortitude saving throw. Skill Focus (Perform) would make his performances as over the top as his lies. That said, he has the prerequisites for Spring Attack, and it comes in handy in combat, so that’s what we’ll give him. If he fights in mêlée, his tactic is almost always going to be to hit and run.
He gets a whole slew of new spells. Legend lore lets him find out more facts, while undetectable alignment protects him from attacks specifically designed to find that secret out and alter self allows him another means of disguising himself if he loses his hat of disguise. Bestow curse gives him a bit more offensive ability, seeming allows him to extend his disguises to other people, and if all else fails he can cast summon monster V to requisition more help. He can now cast 6th-level spells and thus gets access to the most powerful spells a bard can cast unless he becomes a wizard or sorcerer. Geas/quest makes Thralgar more influential, while eyebite, greater shout and irresistible dance give him somevery nasty attacks, allowing him to debilitate the enemy, weaken them with a gaze attack or deal a hell of a lot of sonic damage to enemy. Given that most creatures tend to resist cold, electricity or fire, greater shout can cut through most of their defences quite easily.
Thralgar's equipment list is quite astonishingly powerful now. The items he already had have been improved still further, and on top of this he gets a +3 rapier — allowing him to throw daggers for one full round while still leaving one weapon for melee. He also has +4 gloves of Dexterity, increasing accuracy with his daggers, Reflex saves, initiative and AC. The bracers of armour +6 replace his +4 leather armour, reducing encumbrance significantly: very handy for someone with low Strength.
He finally makes use of his ability to use shields by getting a ring of force shield, which can be used without applying armour check penalties when using finesse weapons. While the benefits from his horn of goodness/evil don't stack with his ring of protection it still protects those within its area of effect and improves his saves. The selection is bulked out with lots of scrolls, and a few potions to boost ability scores — including his low Strength.
Conclusion
And there you have it! Thousand-Faced Thralgar makes a pretty useful accomplice for your criminal mastermind, but with his terrific people skills he could easily be a master villain himself. He works best when he has a few heavies to order around — regular warriors could be used for that — and with his ability to inspire them they'll fight like demons. At higher levels, his ability to disguise himself should fool almost anyone, and his lies would fool all but the most tenacious of interrogators. He excels in controlling people, and as such he is put to best used in an urban setting, although if the dungeon has a large, organized populace he could easily be slotted in there.
On the whole, bards are an underestimated class. The temptation with villains is often to make them one of the big four classes — fighters, clerics, rogues or wizards. All the other classes can match them in terms of ability, although a bit of thought should be given to where to put them and how to use them. Thralgar, in particular, is not a character to be thrown straight into the first mêlée; at least, not if he doesn't have a reliable escape route!