Shapechanger. As an action, you can change your appearance and your voice. You determine the specifics of the changes, including your coloration, hair length, and sex. You can also adjust your height and weight, but not so much that your size changes. You can make yourself appear as a member of another race, though none of your game statistics change. You can't duplicate the appearance of a creature you've never seen, and you must adopt a form that has the same basic arrangement of limbs that you have. Your clothing and equipment aren't changed by this trait.
You stay in the new form until you use an action to revert to your true form or until you die.

At 1st level, choose two of your skill proficiencies, or one of your skill proficiencies and your proficiency with thieves' tools. Your proficiency bonus is doubled for any ability check you make that uses either of the chosen proficiencies.

Sneak Attack
Beginning at 1st level, you know how to strike subtly and exploit a foe's distraction. Once per turn, you can deal an extra 1d6 damage to one creature you hit with an attack if you have advantage on the attack roll. The attack must use a finesse or a ranged weapon.

You don't need advantage on the attack roll if another enemy of the target is within 5 feet of it, that enemy isn't incapacitated, and you don't have disadvantage on the attack roll.

The amount of the extra damage increases as you gain levels in this class, as shown in the Sneak Attack column of the Rogue table.


Cunning Action
Starting at 2nd level, your quick thinking and agility allow you to move and act quickly. You can take a bonus action on each of your turns in combat. This action can be used only to take the Dash, Disengage, or Hide action.

Psionic Power
3rd-level Soulknife feature

You harbor a wellspring of psionic energy within yourself. This energy is represented by your Psionic Energy dice, which are each a d6. You have a number of these dice equal to twice your proficiency bonus, and they fuel various psionic powers you have, which are detailed below.

Some of your powers expend the Psionic Energy die they use, as specified in a power's description, and you can't use a power if it requires you to use a die when your dice are all expended. You regain all your expended Psionic Energy dice when you finish a long rest. In addition, as a bonus action, you can regain one expended Psionic Energy die, but you can't do so again until you finish a short or long rest.

When you reach certain levels in this class, the size of your Psionic Energy dice increases: at 5th level (d8), 11th level (d10), and 17th level (d12).

The powers below use your Psionic Energy dice.

Psi-Bolstered Knack. When your nonpsionic training fails you, your psionic power can help: if you fail an ability check using a skill or tool with which you have proficiency, you can roll one Psionic Energy die and add the number rolled to the check, potentially turning failure into success. You expend the die only if the roll succeeds.
Psychic Whispers. You can establish telepathic communication between yourself and others-perfect for quiet infiltration. As an action, choose one or more creatures you can see, up to a number of creatures equal to your proficiency bonus, and then roll one Psionic Energy die. For a number of hours equal to the number rolled, the chosen creatures can speak telepathically with you, and you can speak telepathically with them. To send or receive a message (no action required), you and the other creature must be within 1 mile of each other. A creature can't use this telepathy if it can't speak any languages, and a creature can end the telepathic connection at any time (no action required). You and the creature don't need to speak a common language to understand each other.
The first time you use this power after each long rest, you don't expend the Psionic Energy die. All other times you use the power, you expend the die.


Psychic Blades
3rd-level Soulknife feature

You can manifest your psionic power as shimmering blades of psychic energy. Whenever you take the Attack action, you can manifest a psychic blade from your free hand and make the attack with that blade. This magic blade is a simple melee weapon with the finesse and thrown properties. It has a normal range of 60 feet and no long range, and on a hit, it deals psychic damage equal to 1d6 plus the ability modifier you used for the attack roll. The blade vanishes immediately after it hits or misses its target, and it leaves no mark on its target if it deals damage.

After you attack with the blade, you can make a melee or ranged weapon attack with a second psychic blade as a bonus action on the same turn, provided your other hand is free to create it. The damage die of this bonus attack is 1d4, instead of 1d6.

FEAT: Sharpshooter :)

Rapier
Shortbow
Quiver of 20 arrows
Burglar's pack
-a backpack
-a bag of 1,000 ball bearings
-10 feet of string
-a bell
-5 candles
-a crowbar
-a hammer
-10 pitons
-a hooded lantern
-2 flasks of oil
-5 days rations
-a tinderbox
-a waterskin
-50 feet of hempen rope
Leather armor
2x Daggers
Thieves' tools

Cloak of (Almost) Invisibility - While not complete invisibility, this cloak shapes itself to suit the environment the user desires. You gain advantage on Stealth checks when activating this item with a Bonus Action. The cloak can also wrap around the user and change its shape to be any outfit desired by the wearer.