A Prentice's Aspiration: Beorning

So, couldn't go see Desolation of Smaug due to "Dan is brokeitis". Instead, I've been rereading the book, and thought I'd take a stab at converting my favorite character into a class.

Beorning
Level	XP	HD
1	1	1d8
2	2,225	2d8
3	4,450	3d8

Tracing their lineage back to the northmen who crossed the great mountains, the Beorning are a warriors who have learned to skin-change, taking the form of great bears in battle. This Bearskin form is usable a number of times per day equal to twice the character's level, and lasts 3 turns (or until dispelled).  Due to their dual nature, Beorning are able to adopt the languages of animals, learning one dialect per creature type (Wolf, Dog, Horse, etc) per point of wisdom over 9.

At third level, a Beorning may attract special followers alongside to those commonly hired on. These followers are highly intelligent or magical animals, often understanding the language of men or elves.

While the majority of Beorning are human, dwarves will occasionally take on the training.  Elves consider the life of a bear beneath them, and halflings are far too concerned with tea and comfort to accept the trials and training required.

Bear Form
AC	4
HD	4d8*
Attacks	2 Claw + 1 Bite
Damage	1d3,1d3,2d4
Dexterity	10
Move	30

*The PC's HP are replaced by the rolled value. Should the Bear form be reduced to 0 HP, the PC is returned to human form and suffers 1d6+1 damage.