how to play

A Game Master (GM) controls and describes the world to players who then describe how their characters (PCs) act in the world. All entities controlled by the GM are known as non-player characters (NPCs).

Action Rolls & Saving Throws

When the success of an action is uncertain, a player rolls a d20 and adds the score from their relevant attribute. A result over 15 is a success.

The GM can also ask a player to make an action roll to determine if a PC is able to resist an effect or react quickly enough to avoid harm. These action rolls are called saving throws or saves.

Opposed Rolls

Sometimes a PC’s action is counteracted or resisted by an NPC. In that case, both sides make an action roll (NPCs use their Skill score). Instead of the action succeeding on a result over 15, the side with the highest result wins and succeeds at what they are trying to attempt. In the case of a tie, the GM decides the outcome.

Buffs & Breaks

Some situations can give a PC Buffs and/or Breaks on their action roll. These cancel each other out. For example, if PC has 2 Buffs and a Break, the Break cancels out one of the Buffs, resulting in the final roll only being affected by 1 Buff and no Breaks.

When making the action roll, for each Buff or Break the player rolls a d6 (in addition to the normal d20).

If the d6s rolled are Buffs, the highest roll among them is added to the final result.

If the d6s are Breaks, the highest roll among them is subtracted from the final result.

NPCs do not roll Buffs or Breaks.

Inventory & Stress

A PC has a number of inventory slots equal to 10 + their STR score. Most items take one slot to carry but some items, like weapons or armor, take up multiple slots.

Some actions and situations, like pushing the PC (see below), cause a PC to receive Stress. Each instance of Stress takes up an inventory slot.

A PC cannot carry more items or Stress than they have inventory slots.

Spending a day resting in a safe location removes all Stress.

Pushing a character

Before making an action roll, if their character has at least one empty inventory slot, players may choose to push their character to receive a Buff on the roll. If they do so, the PC takes Stress. A player may choose to push their character multiple times on a single roll, as long as they have sufficient empty inventory slots to take the Stress.


Time is tracked using three measurements:

  • Round - 10 seconds in-game, used during combat. A round is enough time for a PC to perform an action like casting a spell or attacking, as described earlier in this chapter.

  • Turn - 10 minutes in-game, used while exploring an adventuring site. A turn is enough time for a party of PCs to search a dungeon room, pick a lock or do any other significant activity. Each turn, the GM rolls a d6. On a result of 1, an encounter occurs and the GM rolls on a random encounter table (either one they prepared themselves or that is included in the adventure they’re using) to determine the nature of the encounter.

  • Watch - 4 hours in-game, used when travelling the overworld. A watch is enough time for a party to travel about 6 miles, hunt for food, or explore the area around them. Each watch, the GM rolls a d6 to determine if a random encounter occurs, as above.


Once a PC earns XP equal to 1000 x their current Hit Dice (HD), they automatically spend it to gain a HD (i.e. a PC with 3 HD would need to earn 3000 XP, after they gained their third HD, to gain their fourth)
When a PC’s HD increase they may choose one of the following:

  • Increase one attribute by 1 point. No attribute can be increased above 8.

  • Learn a new spell.

A PC cannot have more than 12 HD. If they would gain their thirteenth Hit Die they retire from adventuring.

Rewarding XP

At the end of each session the GM rewards each character XP based on the gold value of the non-magical treasure they brought back safely (1 GP = 1 XP), and 25 XP per NPC Hit Die of each monster they defeated or outsmarted.


Combat is played in rounds. Each round:

  1. Establish combat order. Roll a d6 for each side to determine the combat order this round; the side that rolls highest goes first. In case of a tie, the PCs go first.

  2. Each side acts. When a character can act they may move around and take an action. This action may be attacking, casting a spell, making a second move or any other action deemed reasonable by the GM.

close combat

To hit in close combat, the attacking and the defending creature make an opposed STR roll. The winner deals their weapon’s damage to the opposing side. In case of a tie, the attacker wins.

ranged combat

Shooting or throwing something at a target works mostly the same as close combat. The difference being that the opposed roll between the two creatures uses DEX instead of STR, and if the defender wins they dodge the projectile, but do not deal damage to the attacker.

critical success

If a creature rolls a 20 on the d20 during their attack, it counts as a critical success. This means the creature deals double their weapon damage to their opponent, even if the opponent still wins the opposed roll. Creatures who are the target of a ranged attack cannot score a critical hit.

worn weapons

If a PC rolls a 1 on the d20 during their attack, their weapon becomes worn. A worn weapon has its damage reduced to 1 until it is repaired.
A worn weapon is repaired after a day of rest, or by spending Supply (see Equipment).


NPCs have a Morale score. The GM should make a Morale roll when something manages to shock the NPCs (they meet more resistance than expected, their leader is killed etc.).

To make a morale roll, roll 2d6. If the result is higher than the Morale of the NPCs, they will flee or attempt to parley.

Damage & Armor

If a creature takes damage while they’re wearing armor, the damage first reduces their Armor points. If no Armor points remain they take the remaining damage as Wounds.

Some attacks or effects may deal Wounds directly and ignore a creature’s Armor.


Wielding a shield reduces incoming damage by 1, but never reduces the damage to below 1.

Hit Dice & Death

Each time a creature receives Wounds they roll their Hit Dice (HD). Each HD is a d6. If the result is less than or equal to the Wounds they have accumulated the creature dies.

Rest & healing

Spending a day resting in a safe location heals all Wounds, repairs Armor, and restores worn weapons.

If a PC wants to restore their weapon or Armor during an expedition, they can do so by using Supply (see Equipment).

character creation

1. Character Attributes

Each player character (PC) has three attributes.

  • Strength (STR) - Physical strength and endurance. This is probably your highest attribute if you’re the sturdy type who likes to hit things in the face.

  • Dexterity (DEX) - Finesse and agility. This is probably your highest attribute if you’re the sneaky type that likes to hit things from afar.

  • Willpower (WIL) - Charisma and mental endurance. This is probably your highest attribute if you’re the intense types that like to cast spells.

For each of these roll a d3 (d6 halved and rounded up) to determine each of your PC’s attribute scores.

2. Hit Dice & inventory slots

Each PC starts with one Hit Die (HD). These are rolled when the character is wounded to determine if the wounds are fatal.

Note the number of inventory slots your PC has. PCs have slots equal to 10 + their STR. Inventory slots are used to carry items and to track the amount of stress a PC accumulates.

3. Belongings

PCs start with two Supplies (see Equipment) and a dagger.

Roll d40 three times on the table below to determine your other belongings. Roll a d4 for the first digit and a d10 for the second. Reroll identical results.

Roll 2d6 and multiply the result by 5 to determine your starting gold. You may use this to buy additional equipment if you like.

4. name

Name your character.

d40 Belongings

10Light armor
11A pipe and high-quality smokeleaf
12Bow + Ammo
13Scroll with a spell of your choice (see Spellcasting)
14You know a spell (see Spellcasting)
16Hat of the Eye, grants night vision
17Dream flute (see Magical Items)
19Medium armor
20Wooden staff
21Sack of dried chicken feet
23Dog (Skill 2, HD 1, bite 3 dmg)
24Make-up set
25Bag of human teeth
26Pistol + Ammo
27Vial of poison. If ingested, STR save or die.
28Glass eye, free to carry if you're missing an eye
29Miniature goose (Skill 1, HD 0, bite 1 dmg)
30Silver axe
31Bottle filled with living bees
32Dramatic cape
34Pot of fluorescent paint
35Bomb, 9 dmg in a small area
36Spiked shield, 1 dmg to the attacker
38Crossbow + Ammo
39Heavy armor
40Tonic of Health (see Magical Items)
41Tourist guide to the Outer Planes, has some common phrases in a variety of languages
42Piece of a treasure map
43Diary that once belonged to an unsuccessful cult leader
46Serpent Scale Cloak, Buff on saves vs. magical effects
47Piece of soap that grows back each morning
48Bottle of perfume
49Two rings which let the wearers see through each other's eyes


To cast a spell the caster must have at least one empty inventory slot to receive Stress, one hand free, and must be able to speak.

When a PC attempts to cast a spell they must make a WIL roll. A successful roll means the spell is cast and they take one Stress. If the PC fails the roll, the spell is not cast and the PC gains no Stress.

If the d20 rolled a result of 1, roll on the Blunders table to determine an unforeseen effect.

If a PC takes a full turn to cast a spell, they still receive a Stress but do not have to make a WIL roll and automatically cast the spell successfully.

NPC Spellcasters

Whenever an NPC attempts to cast a spell the GM makes a roll just like a PC would but uses the NPC’s Skill score instead of WIL. The X value of spells they cast is half their Skill rounded up.

NPCs don’t receive Stress and do not roll on the Blunders table.

Unless otherwise stated, NPC spellcasters can only cast each of their spells once each day.

Blunder Table

1.Caster is shrunk to 1/10th their current size for 2d6 turns.
2.A bushy field of poison ivy springs up around the caster.
3.A leaf sprouts from the top of the caster’s head.
4.The caster’s hands turn to slippery fish heads for 1d6 turns.
5.Caster forgets the names of their companions.
6.Caster becomes blinded for 1d6 turns.
7.Caster cannot lie and thinks out loud until the next sunrise.
8.Caster and the target(s) of the spell switch places.
9.It starts raining sardines.
10.All footwear disappears in the area around the caster.
11.Caster strongly smells like roses for 1d6 days.
12.A small wooden outhouse materializes around the caster.
13.Doves keep flying out of the caster’s pockets, at random intervals, for an hour.
14.Caster gains 20 pounds. (Flip a coin to determine weight or wealth.)
15.A small gnome ringing a silver bell appears and starts shaming the caster.
16.Caster becomes mildly allergic to fur for 1d6 hours.
17.Gravity affecting the caster becomes reversed for 1d4 rounds.
18.Caster falls asleep.
19.All non-magical weapons around the caster are turned into flowers.
20.Caster becomes under review by the Council of Numbers. A temporal scribe will follow them for a week, silently taking notes.

Some Spells

Here are some example spells you can use in your game, but players and DM’s are encouraged to come up with their own spells.

If a spell description contains an X, that value is equal to half the caster’s WIL rounded up.

Demonic Servant - Summons a demon to complete a simple task. Disappears after a turn or when it has finished its task.
Grasp of Yahzahar - Up to X creatures must make a STR save or are grabbed by a shadowy hand and held in place for 1d4 rounds.
Healing Hand - Heals X+2 Wounds.
Bark Skin - Willing target’s skin grows a layer of bark for a turn, providing a buffer of X additional Armor points that regenerates every round.
Levitate - Up to X targets can levitate themselves for a turn.
Talk with Spirit - The caster summons the spirits of up to X bodily remains near the caster. For a turn, the caster can communicate with these spirits.
Weave Light - A visual illusion manifests itself at a place nearby or around a nearby object or creature. It lasts for X turns.
Swarm Form - Caster turns into a swarm of bugs, rats or bats for up to X turns.
Worm Ray - Target must make a WIL save or is turned into an arm-sized worm for X turns.
Displace - Willing target is teleported to a location nearby.
Truth Sight - Caster can see magical auras and invisible things.
Bolt - Throw X bolts of magical lightning, each bolt deals 3 damage.
Animate Armor - Caster animates a set of armor for one watch. It becomes a loyal NPC with X+1 Skill, 1 HD, and Armor equal to the Armor score of the animated set.
Pippi’s Slumber - Nearby targets with a combined HD total of no more than X+2, fall asleep.
Gateway - Opens a portal to a location visited by the caster.
Acid Rain - It starts raining acid for X turns in a nearby area designated by the caster. 2 dmg each round to each creature in the area.
Charm - Target must make a WIL save or become friendly towards the caster for X turns.
Command - Target must make a WIL save or follow a one-word command. The command cannot cause it to harm itself directly.
Turn Undead - Undead creatures with a combined amount of HD equal to the caster’s WIL flee in terror.
Drain Life - Target touched by the caster must make a STR save or lose 1 HD temporarily and the caster gains 1 HD for X turns.


Most items take one slot to carry but some items, like weapons or armor, may take additional slots to carry.


When treasure is sold, it is converted into gold pounds (GP). These do not take up inventory slots. PC’s are assumed to carry a small amount on their person to spend on small purchases and have the rest of their wealth stored somewhere else.


Supply is an abstract item representing basic gear a PC brought with them and costs 5 GP. At any time during a session a PC may trade a Supply they carry for any simple commonly available item, which they then note in their inventory. A list of suggestions is given below, but ultimately it is up to the GM which items can be acquired using Supply and which should be bought separately.

Supply can also be used to repair Armor and restore worn weapons during an expedition. One Supply can be used to restore 2 Armor points or one worn weapon; this process takes one turn.

Examples of Supply items

  • 10' pole

  • 3 days of rations

  • Bedroll

  • Bag of caltrops

  • Some chalk pieces

  • Crowbar or sledgehammer

  • Face paint

  • Flask of oil

  • Lantern or Torch

  • Bandages

  • Rope

  • Waterskin

Examples of non-Supply items

  • Weapons and armor

  • Ammo

  • Tent

  • Spyglass

  • Livestock

  • Vehicles

  • Specialized equipment, e.g. an alchemy kit.

  • Musical instruments

  • Fancy clothing

  • Books and maps

  • Anything that is not widely available and cheap


Ammo is an abstract item representing the ammunition a PC brought with them for their weapon. Players do not keep track of individual arrows or bullets, but must roll a d6 at the end of combat in which their PC used a ranged weapon. On a result of 1, they only have enough ammunition left for one shot after which the Ammo is removed from their inventory.


To light the way during the night or in dark places below the earth PCs need a light source.

  • Torch - Burns for 6 turns (1 hour).

  • Lantern - Burns for 18 turns (3 hours) but requires a separate flask of oil.

Weapons & Armor

WeaponTraitsPrice (GP)
Improvised, Unarmed, etc.2 dmg-
Blowpipe, Sling, Dart, etc.2 dmg, does not use Ammo2
Dagger, Club, Staff, etc.3 dmg4
Sword, Axe, Flail, etc.4 dmg, +1 slot10
Greatsword, Halberd, Warhammer, etc.5 dmg, two hands, +2 slots15
Bow3 dmg, two hands, +1 slot35
Crossbow4 dmg, two hands, +2 slots30
Pistol5 dmg, round to reload, loud, +1 slot100
Ammosee Ammo5
Flask of Oil4 dmg per round if target is doused and litSupply
ArmorTraitsPrice (GP)
Light (Leather, etc.)3 Armor20
Medium (Chain, etc.)5 Armor, +1 slot50
Heavy (Plate, etc.)7 Armor, +2 sots200
ShieldReduces incoming damage by 1.10

Non-player characters

The allies and adversaries PCs can encounter are described using the following statistics:

  • Skill - An NPC’s Strength, Dexterity and Willpower distilled into one value. The GM adds this to any action roll the NPC makes.

  • Hit Dice (HD) - The amount of d6s the GM should roll when an NPC becomes wounded. An NPC with 0 HD dies when it takes any Wounds.

  • Armor - The amount of damage an NPC can take before it starts rolling its Hit Dice.

  • Morale (ML) - An NPC’s odds of giving up during battle.

  • Possible attacks and/or special abilities the NPC might have.

NPCs cannot push themselves and cannot gain Stress.
For more details on how to use these statistics, see Combat.


When an NPC’s reaction to encountering the PCs is not obvious, roll 2d6 and consult the table below.

2-3 Hostile4-5 Unfriendly6-8 Indifferent9-10 Friendly11-12 Helpful


NPCs can be hired to help PC’s during their adventures. To create a hireling roll a d4 to determine their Skill, give them 1 HD and a weapon. A hireling has 10 inventory slots. Experienced hirelings might possess spells and a higher Skill, at the GM’s discretion.

A hireling can be hired for 1 GP per Skill a day. If a hireling is hired to fight alongside the PC’s in combat they also require half a share of whatever treasure the party obtains.

Each PC can hire a number of hirelings up to their WIL score.

Converting OSR monsters

To quickly convert monster stats from another OSR system that uses a Hit Die system similar to the early editions of D&D, do the following:

  • Add 1 or 2 to its HD to create its Skill value. Skill can't be higher than 14.

  • Determine its Armor based on the type (heavy, medium, light, etc.) it would be wearing.

  • To determine the dmg for its attacks, take the average of the damage roll.

  • Special abilities (immunities, spells, etc.) vary a lot between monsters so just use what seems appropriate or take some extra time to come up with a good alternative.

This is of course a simplified approach so don’t be afraid to tinker with any of these values if it will make encountering the NPC more interesting.

Some NPCs

Here are some examples you can use in your game. You are encouraged to make up your own or borrow from games you like.

Flesh Orb of Zuld

Skill 6HD 5 (3 Armor)ML 9

An ancient sentient computer covered in a fleshy mass. It levitates around its lair and knows when it is being lied to.

Slam 4 dmg
Spellcasting: A flesh orb can cast the following spells:

  • Bolt - Throw 3 bolts of magical energy dealing 3 damage each.

  • Grasp of Yahzahar - Up to 3 creatures must make a STR save or are grabbed by a shadowy hand and held in place for 1d4 rounds.

Echo Gecko

Skill 2HD 0 (0 Armor)ML 6

Dog-sized gecko with pale translucent skin and big pupil-less eyes. Can produce a paralyzing shockwave. Often kept as guard animal by denizens of the Sunless Princedoms.

Bite 2 dmg
Stunning Call: Target must make a STR save or become paralyzed for 1d4 turns.
▶ Can walk on walls and see using echolocation.


Skill 3HD 1 (3 armor)ML 7

Bipedal fungus creatures. Can often be found cultivating gardens of luminescent fungi.

Gardening tool 3 dmg
Spores: When hit they release a cloud of spores. Creatures breathing them in must make a STR save or take 1 direct Wound.
▶ Can see in total darkness.


Skill 4HD 2 (5 Armor)ML 7

Small humanoid creatures with cracked obsidian skin, white pupils, and long glass-like transparent claws. Spellclaws are often found around places of magical power trying to find spells to absorb to feed their hunger.

Claws 3 dmg
Absorb Magic: Spellclaws can drain the magic from an item they touch, doing so grants them the powers of the drained item for 1d6 days.
Arcane Immunity: Spellclaws are immune to spells and the powers of magical items.


Skill 3HD 2 (no Armor)ML -

A faceless silhouette made from swirling black shadows.

Touch 3 dmg + Strength drain. The touch of a shadow lowers a PC’s STR by 1 point until they take a day to recover. If a PC’s STR gets reduced below 0 they die and rise as a shadow.
Undead: unaffected by charm or sleep effects.
▶ Can only be affected by spells or magical weapons.


Skill 12HD 8 (10 armor)ML 10

Big proud intelligent fire-breathing lizards with wings. You know what a dragon is.

▶ Dragons can take an additional action each round (one they haven’t taken already).
Bite 12 dmg
Fire Breath: Can be used 3 times a day. All creatures caught in the fire take 24 dmg (DEX save for half)
▶ Immune to fire and PCs attempting to cast a spell with the dragon as the target, gain a Break on the casting roll.
▶ Might know a spell or two at the GM’s discretion.


Skill 4HD 1 (3 Armor)ML 7

Slippery fish person from the River Kingdoms. Loves political intrigue and a good pistol duel.

Pistol 5 dmg, takes an action to reload.
Dueling cane 3 dmg
Slippery: creatures attempting to restrain eelfolk gain a Break on their roll.

Magical Items

Items with magical properties are rarely found in shops. The most common way of acquiring magical items is through adventuring and searching for them in places few others dare to go.

Identifying magical items

A PC can feel when an item is magical but the properties of the item can only be discovered by using it or through careful experimentation.

Magical Weapons and Armor

Enchanted weapons and armor grant the wearer a bonus ranging from +1 to +3 or some other magical effect.

  • When wielding a magic weapon the bonus is applied to both the attack roll and the damage of the weapon.

  • When wearing magic armor the bonus is applied to the PC’s total Armor.


A scroll is a spell infused in a piece of parchment. It allows a creature to cast the infused spell without having to make a WIL roll and take Stress. Casting the spell destroys the scroll.

A PC can create a scroll of a spell they know by spending 200 GP and taking a full day to create it.

Some Magic Items

Here are some examples you can use in your game. You are encouraged to make up your own or borrow from games you like.

Tonic of Health

Drinking this tonic magically heals 6 Wounds and any physical affliction.


A spider silk cloak that grants the wearer a Buff on attempts to sneak or hide.

Rutglut's Magical Bear Trap

A +1 bear trap on a chain. Can be thrown at nearby target as a ranged attack, dealing 4 dmg and biting into the target, allowing the user to pull the target towards them (opposed STR roll). Roars when thrown.

Dream Flute

Playing this flute deals 2 direct Wounds to each sleeping creature that can hear it and wakes them.

Eye of Edna

A mummified eye that, when put into the empty eye socket of a dead humanoid, animates the remains and makes it a semi-sentient servant to the creature who put the eye in.

Gauntlets of the Forge

Heavy bronze gauntlets which can melt stone by pressing the palms against it.

Plate of the Waves

A set of finely decorated +1 heavy armor made of a blueish metal that lets its wearer breath underwater.


A bag with three doses of shimmering purple powder. A creature who inhales it must make a WIL roll or laugh hysterically for 2d4 turns.

Rod of Anti-magic

While wielding this rod, no new spells can be cast in the area around the wielder and all spells affecting the wielder are cancelled.