There’s no shortage of great companions when you start up Baldur’s Gate 3, but someone I can’t stop chatting up is Withers. He’s a strange, seemingly-undead mage with no hair, no nose, and inlaid gold patterns shining on his sunken skin. You can uncover his sarcophagus in a dungeon close to the Nautiloid crash site, but he appears later in your camp if you miss this interaction. After the powerful being quizzes you on the value of a human soul, he offers his services to your party.
Withers is a cool version of a respec system, letting you change your own or any companion’s base class for a pretty nominal fee, and can even recruit more hirelings — framed here as Withers plucking lost souls from the Astral Plane to join you in life again. I’m hoping more about this inscrutable NPC’s origin and powers will be revealed in the game’s later acts, but he definitely seems too OP to be an actual companion in your group.
Unless you have a chill Game Master, there isn’t a built-in system for retraining your character’s class in D&D 5e, but it was definitely a great call to make it more frictionless for a video game version of the rules. It can be super discouraging when you’ve fought hard to get far into a dense RPG to eventually realize that your character just isn’t equipped to handle the ramping-up challenge.
For someone learning about D&D classes and skills for the first time, it’s great that you can both switch your class and reapply ability points however you want — just make sure you’ve got equipment that fits the character’s new needs. I retrained Astarion as a monk, since my player character was already a rogue anyway, and threw him in my party before changing him out of his light armor. Armor cancels out all monk abilities, so I had to strip him down to his boxers for the fight to make him actually able to throw punches.
For a few hours, I thought I would hold my other companions to their original classes, but then I started feeling unsatisfied with my fighter class choices for Lae’zel. So she went through a lightspeed divinity school to become a vicious, smiting Oath of Vengeance Paladin. You can readily get gold in the game, even if you’re not as good at pickpocketing as my rogue is, so it’s truly painless to switch your frontliner into a glass cannon spellcaster — or try a multiclass combination like the Barbarian/Druid I’m planning for Karlach (Barbearian?).
This isn’t a one-to-one translation of the D&D rulesets by any means, but it’s faithful enough that I can go back to old 5e character ideas I had for possible builds. I’ve even thrown Withers 100 gold just because I wasn’t happy with the feat I chose for Wyll at level 4, changing that and pretty much nothing else.
I had slight hesitations when considering changing characters who have a class choice more closely connected to their backstory — namely Wyll with his Devil warlock Patron Mizora, and the cleric companion Shadowheart, a zealous follower of Shar. Sure, any Ranger or Fighter can be religious or take a bad deal with a Devil, but Shadowheart’s writing in particular about her devotion to Shar made it feel like an odd choice unless I made her another Paladin. I’ve warmed to the idea more now, but cleric spells are so good that I still haven’t respecced her yet.
When I went back to start a new playthrough and ended up with a halfling warlock, though, it was time for Wyll to leave Eldritch Blast behind. He’s now loving his new life as a melee College of Valour Bard, and my new headcanon is that Mizora is an infernal record label executive.
While Withers hasn’t been as talkative as the other companions since joining the group, he has enough quirks and engagement in some side stories that keeps him feeling like just another menu to interact with and then promptly leave. He gave me a pep talk about the power of love when I started my first character romances, and interacted with the odd NPC that you’re able to invite back to camp for some side quests.
I remember playing Divinity: Original Sin II, and being overjoyed to learn that it had free respecs so I could undo my terrible initial decisions. There’s a magic mirror in the Fort Joy area, and later the Lady Vengeance ship, that lets you change classes and stat allocations on the fly. There wasn’t anything wrong with the mirror in the slightest, but I would have been shocked if you told me that BG3’s version of the magic mirror would be one of my favorite characters in the game so far.
Withers is an awesome example of how a little thought and creativity can turn a necessary mechanic into an incredibly memorable character. These sorts of details build a more exciting and mysterious world, even if no one would have questioned a simpler framing device
Obviously BG3 isn’t the first game to do something like this. Rennala in Elden Ring is another cool characterization of a respec as your character being, well, reborn, which colors your interactions with her more profoundly than if she were a standard vendor. Withers is basically my party’s unofficial therapist when we get crushed in a brutal encounter, as I send a companion back to him to change stats, or just stare at the class menu aimlessly. With my respec mage buddy by my side, I’ll be happily trying all the most deranged multiclass combinations I can possibly find on YouTube and Reddit.
