Modern Dark Fantasy Rules

Character Creation
1. Roll 3d6 in order (Strength, Dexterity, Constitution, Intelligence, Wisdom, Charisma)
Ability scores:

3 = -3 modifier
4-6 = -2 modifier
7-8 = -1 modifier
9-12 = +0 modifier
13-15 = +1 modifier
16-17 = +2 modifier
18 = +3 modifier (Unmodified human maximum)
19 = +4 modifier
20= +5 modifier
2. Check the total of your modifiers. If they are +0 or higher, proceed to the next step. If
not, you may reroll your stats or proceed to the next step.

3. Raise your lowest score to an 8 or your highest score to a 17. If the total of your modifiers
is less than 0, raise an ability score of your choice to a 17.

4. Choose one primary skill (level + ability mod), two secondary skills (2/3 level + ability
mod) and three tertiary skills (1/3 level + ability mod.)

5. Pick a class: Mystic, Occultist, Mercenary, Criminal, or Spook. You may choose feats
from this class when leveling. You may choose two classes to choose feats from, but require
10% more experience to level when doing so. You may also forgo a class to be a Mundane,
requiring 20% less XP to level.

6. Write down your skill specialty, or if you have Spook as a class, pick a creature type and
a spook power.

7. For each level you have, choose a feat from one of your classes or add a Spook power if
you possess the Spook class. The Mundane has certain restrictions regarding their feat
selection- see class description for more details.
8. Write down equipment. You begin with 5 + Int pieces of gear.

9. Note Flesh and Grit, as well as saves, AC, and weapon bonuses.

Skills
Athletics (Strength/Dexterity)- Physical activities that use the whole body. Acrobatics,
tumbling, and riding, balancing and other facts of fine control are Dexterity based. Climbing,
jumping, lifting, battering doors, or other feats of might are Strength based.

Charm (Charisma)- This skill represents any attempt to influence or mislead sentient
creatures. It covers situations where force of personality is important, such as lying, diplomacy,
and taking control of hirelings. The skill is generally only rolled when there is risk involved in a
conversation, and where the outcome of an argument would be uncertain. Charm is also used to
invoke blessings.

Combat (Strength/Dexterity)- This skill covers all manuevers related to fighting.

Melee, grapples, shoves, and personal combat typically fall under Strength. Use of firearms,
bows, thrown weapons, and any related maneuvers are covered by Dexterity.

Contacts (Charisma)- Contacts tracks how well characters can gather information, look
for illegal or obscure items and favors, as well as leverage connections and favors.

Driving (Dexterity)- This skill covers all ability to operate vehicles. This covers aircraft,
watercraft, and land-bound vehicles. Characters typically don't have to roll to operate common
cars and trucks except under trying circumstances like chases and stunts.

Forensics (Wisdom)- Forensics covers investigative activities and an ability to piece

together information. Tracking footprints, scrutinizing an area or item for clues, determining the
cause of death on a corpse, and soforth are covered by this skill.

Linguistics (Intelligence)- All characters are assumed to be able to read and write at
least one language relevant to their local area. When coming across a new language, a character
trained in this skill rolls against DC 10. On a success, they can read and speak the language
they've encountered. A trained skill roll against DC 15 is required for inhuman languages, and
success implies that a character is able to grasp basic concepts or the gist of a work, but isn't
necessarily proficient. Any failure to understand a language can be retried when the character's
Linguistics skill improves. A trained character can also make forgeries and decode hidden or
incomplete messages and ciphers. Characters also use Linguistics when casting from scrolls.

Medicine (Intelligence)- This skill is used to set broken bones, mend wounds, stop
bleeding, and perform acts of surgery as well as identifying medicine and poisons. When trained,
this skill can be used to heal lost flesh points. To heal flesh, the medic rolls against a DC of 10 +
2 per flesh point to be healed. On a success, the medic heals the appropriate amount. On a
failure, the patient takes 1 damage to flesh from a botched operation. This procedure takes a
minimum of 8 hours. This skill can also be used to identify poisons, diseases, and drugs, and this
function may be done untrained.

Nature (Wisdom)- Nature is used when dealing with outdoor activity and animals. This
includes foraging for food and water, beast taming, and identifying natural features and plants.

Perception (Wisdom)- This covers a character's ability to notice their surroundings and
avoid surprise. Perception can also be used to gain greater notice of detail that would be difficult
to notice due to distance or obscurement.

Spellcasting (Int/Cha)- The Spellcasting skill represents training in the arts of magic, and
the ability to harness and control the energies of the unnatural world. Intelligence is used when
casting spells out of spellbooks, and Charisma is used when casting mystic spells. Unlike most
other skills, spellcasting cannot be used untrained. Any attempt to do so is liable to result in
disaster. You choose when you take the skill whether you cast as an occultist or as a mystic.
Reliable casting threshold refers to the maximum rank of spell your character can cast without
causing a disaster. For primary casters, their reliable casting threshold is half their level, rounded
up. For secondary casters, it is one third their level, rounded up. For tertiary casters, it is one
quarter their level, rounded up. For tertiary casters, it is one eighth their level, rounded up. The
DC for casting spells, if it requires a roll, is typically 10 + 2x the spell’s rank.

Stealth (Dexterity)- Stealth determines a character's ability to hide and move silently.

Technology (Intelligence)- Technology shows a character's ability to interact with

machinery and tech. Restarting an engine, hacking into a computer, or picking a lock or similar
skills are all covered by this. Trained characters are able to use this skill to build items and
interact with much more complex devices.

Skill Specialties
Non-Spook characters gain a skill specialty based on what skill was chosen as their primary:

Herculean Prowess (Athletics): You are a paragon of physical fitness. Choose one of the
following:

(Frame of Atlas) You add 5 items to your encumbrance total and increase your Constitution
modifier by 1, which can surpass the normal human limit.

(Olympian Reflexes) Your movement speed increases by 10 feet and your Dexterity modifier by
1, which can surpass the normal human limit.
Battle Master (Combat): Your time in combat has cemented your weapon expertise and improved
your tactics for taking down the enemy. Any weapon you wield has its damage die increased by
one size, maximum d12. If the damage die cannot increase further, then you deal 1 extra damage
with the weapon. In addition, you don't take penalties when using combat maneuvers.

Imperious Mein (Charm): Foes cower before you and your allies find you a solid anchor for any
battle strategy. Increase your Charisma modifier by 1, which can surpass the normal human
maximum. In addition, enemies you fight reduce their morale by 1, and your hirelings add 1 to
their morale.

Minions (Contacts): You have 2 x level Hit Dice worth of hanger-ons, bodyguards, and
scoundrels willing and able to carry out your commands, contracted through various means.
These minions’ base morale becomes 8 if it was otherwise lower then is adjusted by Charisma as
usual. If a minion flees from your service or dies, you can spend 2d6 days replacing them by
utilizing your network of contacts. Minions cannot have more Hit Dice than you, and a minion of
equal Hit Dice will generally expect appropriate loot and more respect than a low level
bootlicker. You can recruit spooks in this fashion, but their Hit Dice count as double for the
purposes of your minion cap. You can still recruit employees through standard means without
counting against your minion cap, but they will generally require pay and a basic level of respect.

Getaway Master (Driving): Your instincts for defensive driving are strong, and you know how to
push vehicles to their limits when the chips are down. Vehicles you drive take half damage and
have advantage on saves while you are at the wheel.

Expert Investigator (Forensics): Perhaps a background in law enforcement or just a keen sense of
when things are off has given you a strong ability to pick out useful items in any given situation.
Your Wisdom modifier increases by 1, which can exceed the normal human cap. You can make a
DC 15 Forensics roll and spend an hour to find a useful object that would be present in the given
environment. This item does not give you experience.

Collector of Stories (Linguistics): So familiar are you with languages and cultures that your
knowledge transcends traditional boundaries. You increase your Intelligence bonus by 1, which
can surpass the human cap. In addition, you may make a Linguistics roll to determine whether or
not you have heard any information about a miscellaneous "lore" subject when it comes up. The
DC is 10 for uncommon information, 15 for rare or hidden facts, and 20 for the truly obscure and
deranged information... the kind that constitutes dangerous knowledge. The GM gives you basic
information and one pertinent fact on a successful roll, though you are unlikely to know intimate
details about the subject of questioning unless you've had prior experience with it. Failure
indicates that you know nothing about the subject, or end up with false information due to
hearing an unverified rumor.

Gifted Doctor (Medicine): Your ability to do medicine under pressure is astounding, and you can
rapidly heal wounds so long as you have access to the right equipment. You have a pool of
healing equal to 4 + your level, which you can use to heal damage to Flesh. With a turn of work,
you can subtract 1 from your healing pool to heal 1 damage worth of Flesh. Creatures without
animal biology cannot be healed in this fashion. In addition, your expertise is such that you can
conduct medical experiments (Esoteric Enterprises, pages 58-59).

Call of the Wild (Nature): The mysteries of the natural world are laid bare to you thanks to either
uncanny survival instinct or an ethereal connection to otherworldly messengers. You never need
to roll to provide for yourself in the wilderness, and can automatically find provisions for an
additional number of people equal to your Wisdom modifier. Beasts never start with a hostile
reaction roll in your presence, provided you are not overtly threatening. You also never have your
movement hindered by natural features such as unworked stone, undergrowth, or mud.

Danger Sense (Perception): So sharp are your senses that even the most prepared of surprise
combatants despair getting the upper hand on you. Damage is dealt to your Grit during a surprise
round instead of your Flesh, though any damage that wears down your Grit goes to Flesh as
usual. You also gain a +2 to all rolls made during a surprise round.

Adeptus Arcanum (Spellcasting): You either have pledged yourself to a supernatural patron or
have created your own spellbook to hoard occult knowledge. Choose one of the following:

(Mystic) You have pledged your soul to a supernatural entity; demon, God, eldritch abomination,
angel, faerie, it matters not. Or perhaps you were an unfortunate who struck a bargain during a
desperate time. Now a conduit for otherworldly power, you go forth in your patron's name to
enact their will. You learn two mystic spells related to your patron's portfolio, and you use
Charisma for Spellcasting rolls.

(Occultist) You utilize long buried rituals, demoniacal research, and the mad scrawlings of
deranged prophets to bend reality to your will. You begin play with a spellbook containing 2
spells chosen at random. These can be of a rank no more than two above your level. You also
have three spell slots in which you can memorize spells in your spellbook. If you start the game
with grimoires, those spells are put into your spellbook, as though you successfully translated
them and gathered the necessary magical reagents. You use Intelligence for your Spellcasting
modifier.

Skulking Attack (Stealth): Your attacks, when landed against unsuspecting enemies, kill with
frightening reliability. You may substitute your Stealth skill for an attack roll when attacking
from surprise, and deal an extra d6 of damage whenever you land a successful sneak attack.

Never Unprepared (Technology): Your skill with gadgetry means you can reliably create and
tune your gear, and it is much more resilient. You begin with 1d3 plus your Intelligence modifier
extra items and deal 1 extra damage when using a weapon of choice. In addition, you ignore item
damage for equipment on your person, though your equipment still breaks if you roll a 6.
 Classes and Feats
Most feats are associated with a class, and you cannot take a feat from a class you do not
possess. Feats from the General category are available to all characters. Feats cannot be taken
multiple times unless otherwise stated. Some characters might possess spellcasting from their
specialty but not have a spellcasting class, or else not be able to choose spells from the source
they originally chose. This is intentional, representing perhaps an initial interest in the arts but a
lack of focus, or perhaps independent agents of a supernatural entity, or "scholar priests" for
those who know multiple types of magic.

General
Some skills are commonplace, and can as such be chosen by almost anyone regardless of niche.

1. Improved Ability Score- Practice, surgical modification, or luck has rendered you stronger.
One of your ability score modifiers goes up to the next highest, and the score changes to the
minimum necessary to have that score (i.e, changing a +0 to a +1 would turn the score to a 13).
You may only take this if the total of your ability modifiers is equal to or less than your level.
This feat can be taken multiple times, but your modifier cannot be increased beyond human
maximum unless you have an ability that would increase your ability score above human
maximum.

2. Alertness- Sharp senses and an eye for danger mean that you stay ahead of ambushes. You
have advantage when rolling to avoid surprise and on initiative.

3. Boss- You have a knack for looking over underlings and pitching your horrifically dangerous
expeditions to new hires. You add one to your maximum hirelings and you have advantage on
any roll to hire or persuade employees.

4. Skill Focus- Tireless practice and an almost scary devotion to a single trade has allowed you to
thoroughly master it. You add +3 to one skill of your choice.

5. Cunning Linguist- Study or time spent traveling has given you an ear for languages. Choose
four languages, which can be mundane or supernatural. You can speak these languages without
requiring a Linguistics roll.

6. Blind Fighting- Coordination and a specialized training regimen have allowed you to function
better than others when your vision is impaired. You ignore penalties to visual skills when
operating without light or while blinded, and you do not fail dangerously when failing a roll
while you can’t see. You still must make successful Perception rolls to locate enemies or get your
bearings while blind.
7. Resilience- A lifetime of danger or balanced training has helped you to shrug off the worst
anyone can throw at you. You add 1 to all of your saves.

8. Seasoned- A broad variety of experiences has made you a jack of all trades. Learn an extra
language, gain an additional tertiary skill, and add one social advantage.

9. Metamagic- You are familiar enough with magic to toy with it more freely. When you cast a
mystic spell or memorize an occultist spell, you can change the duration, range, area or number
of targets (targets must be somewhat near each other), as well as other factors.
-Multiple targeting: penalty equal to number of targets (maximum -10)
-Increase spell duration (-2 per doubling; -4 for triple, -6 for quadruple, etc.)
-”Quicken” spell, cast without using your action (disadvantage; failure always results in mishap)
-Widen spell: increase area of the spell (-2 per doubling)

Mercenary
Hitman. Bodyguard. PMC. Enforcer. Bastard with a gun. Whenever someone needs things killed,
you're there... for the right price. Mercenaries put their skills at combat to work for pay, because
almost everyone in the Occult Underground is going to need things dead at some point. Mercs
call on a wide array of tactics and fighting styles, from disciplined marksmen to frothing lunatics
hefting street signs and battleaxes. All mercenaries begin with two extra pieces of equipment,
which must be chosen from weapons or armor.

1. Fortitude- Your form is tough and you easily withstand the worst physical punishment that
can be meted out. You have advantage on all Strength and Constitution saves.

2. Armor Master- Long hours spent training in and adjusting armor have allowed you to
redistribute its weight more efficiently. You treat armor as encumbering by one less level (light
armor counts as unarmored, medium armor and shields become light, and heavy armor counts as
one item instead of automatically increasing your encumbrance.) Your armor must be worn to
gain this benefit.
3. Unarmored Defense- Brutal training has allowed you to deflect blows even with little or
nothing protecting you. You gain a +3 to AC when you aren't wearing medium or heavy armor.
Also choose light armor or a shield; every other sort of armor is now useless to you, providing no
AC bonus.

4. Berserker- Anger bubbles below the surface for you, and it often manifests as horrific
destructive fits. Whenever you wish, you can enter a state of rage, which grants advantage on
Strength and Constitution rolls and 2d8 extra Grit which can exceed your maximum, plus you
ignore one point of Flesh damage per round. Enemies have advantage on attack rolls against you
while you are raging and you have disadvantage on Intelligence rolls. You can finish this state at
will, but you suffer 2 points of Constitution damage unless you make a Constitution save (+1 to
the DC for every rage in the same day). When you come down from your rage, any grit you have
over your maximum is lost.

5. Man's Best Friend- You gain service of a loyal beast. You may choose an animal with Hit Dice
no greater than your own (minimum 2). It faithfully serves you to the best of its ability, has its
morale increased to 10 if it was otherwise lower, and gains a Hit Die for every two levels you
possess.

6. Stalker- Whether through carefully cultivated hatred or anatomical study, you are adept at
destroying a specific type of opponent. Choose a type of enemy: undead, humans, faeries,
constructs, etc. You gain advantage on any skill check related to this enemy and advantage on
one attack roll per round against them in combat.

7. Finesse- In melee, you rely on careful placement of attacks over raw muscle. You may use
your Dexterity modifier for Combat checks with one handed weapons and light weapons.
Damage is still determined by Strength.

8. Shield Master- While a rare sight in the modern day, you leverage the protection of shields to
keep allies safe and ward off telling blows. You add an additional 1 to your shield’s AC. You may
also add your shield bonus to saves where a shield would be helpful. In addition, when you end
your turn adjacent to an ally, they gain a +1 to AC until they move away from you as you
interpose your shield to defend them from attack.

9. Burst of Adrenaline- Second wind comes easily to you, and you can stay in the fight by
shouldering through fatigue and minor injuries. You can immediately gain all your Grit points
back and ignore the effects of fatigue for 1 minute. This ability functions again after 1d12 hours.
You may use this ability before you would regain it, but doing so deals 1d4 Flesh damage to you
as you strain yourself past healthy limits of injury.

10. Squad Leader- You inspire confidence in your underlings and know how to get them to fight
through tough conditions. Any hirelings or minions you possess gain add 1 to their morale while
you're nearby. In addition, you can rally your hirelings and minions as an action. On a successful
DC 15 Charm roll, you restore 1d8 Grit to nearby hirelings. This ability functions differently on
employees who have failed morale checks, instead allowing them to retry a morale check to stay
in a fight. No creature can be affected by this ability more than once an hour.

11. Focused Weapon- You have thoroughly mastered a category of weapon and your enemies
stand no chance when you wield it. Choose a type of weapon. When using this weapon, you can
re-roll one missed attack per round and choose which result to take.

12. Extra Attack- Your reflexes let you strike rapidly. Whenever you use an action to attack, you
can choose to make two attacks, but you take a -2 penalty to both attacks.

Occultist
You are a scholar of the grim and mysterious, calling upon forces most men would be smart to
cower from and avoid. Eldritch power is at your fingertips, and the dusty tomes and glowing
runes of old magic will make you a mover and shaker in the Occult Underground. Always
thirsting for further knowledge, you set forth in the hopes of finding more magical writings and
artifacts with which to bend others to your will. At character creation, occultists may take
spellbooks as part of their starting equipment.

1. Arcane Blast- You can throw bolts of magical energy from your fingertips. They are weapons
that deal 1d6 + your Intelligence modifier damage of a specific energy type chosen when you
take this feat, and use Combat (Dexterity) for attacks with a range of short. They do not suffer
spell mishaps.

2. Natural Sage- Your method of invoking rituals comes from attunement to nature instead of
intensive study, mimicking the druids and animists of old. You may use Wisdom instead of
Intelligence for Spellcasting. If you possess the Arcane Blast feat, you may add your Wisdom to
its damage instead of your Intelligence modifier.

3. Battle Mage- Where the destructive spells of others fail, yours surge. When you roll for
damage caused by your spells, you can add 1 damage die to the spell's damage for every 1 you
roll, ad infinitum.

4. Sorcerous Outburst- You put more power into your spells than necessary, and energy that fails
to power the spell instead explodes out of you. You can choose to make a Spellcasting roll when
casting a memorized spell. If your roll is greater than the Spellcasting DC, arcane energy
explodes from your space in a radius of 5 x the spell’s rank. It deals damage equal to the
difference between your roll and the DC (so an occultist casting a rank 2 spell at DC 14 rolls a 19
to cast. It will deal 5 damage to everything nearby, as the difference between 9 and 14 is 5.) A
Dexterity save halves this damage, and the occultist is immune to damage from their own
Sorcerous Outburst. Failing the Spellcasting roll means the occultist also takes damage from the
blast.

5. Silent Caster- Instead of channeling your spell power through the air, the magic words
manifest from your thoughts alone. You no longer need to speak to cast spells.

6. Artifact- You have stumbled into or created a relic of great power. You have a special item
that can cast a single spell (choose one when you take this feat; you don’t need to memorize it
beforehand). Anyone can use it (though they have disadvantage), but you gain a +2 on
Spellcasting rolls to cast it. The item must be big, heavy, obvious, or fragile (choose two), and
usually not useful for other things (a wand, orb, jeweled skull, a heavy staff, etc.). If it is lost or
broken, you can create another in 2d6 days, but the original one stops functioning when you do
so.

7. Expanded Mind- You have a greater capacity for spell memorization. Add one to the number
of spells you can have memorized, and add one random spell to your spellbook if you have one.
You may take this feat multiple times.

Mystic
You are a cultist. A fanatic. A devoted warlock pledging allegiance to a supernatural entity that
likely sees you as little more than a scurrying insect... but a useful one nevertheless. As the eyes,
ears, and hands of your mystic patron, your adventures in the Occult Underground are to further
advance the cause of the otherworldly being your service is bound to. That might mean
destroying rival cults, getting valuables and living victims for sacrifices, or containing creatures
holy to your master. As you grow in power, your patron's grip on your soul grows tighter.

1. Will- Your will is unshakable, and the strength of your convictions lets you face down terrible
challenges. You have advantage on Wisdom and Charisma saves.

2. Turn Unbeliever- You have the ability to repel and potentially destroy creatures anathema to
your faith. Choose a creature type such as humans, animals, constructs, faeries, etc. As an action,
you can make a d20 check equal to your level + your Charisma modifier. Creatures of the chosen
type within 30 feet of you flee for 3d6 rounds unless they succeed on a Wisdom save equal to the
result of your roll. If they fail by 10 or more, they take 1d6 + Charisma modifier damage as a
divine manifestation attacks their essence. This ability does not work on those who share your
religion or creatures significant to your patron, at GM discretion.

3. Commanding Edict- Your shows of faith can forcefully convert even the most hardened of
heretics. Choose a creature type such as humans, animals, constructs, faeries, etc.. As an action,
you can make a d20 check equal to your level + your Charisma modifier. Creatures of the chosen
type within 30 feet of you become compelled by you if they fail a Wisdom save equal to the
result of your roll. Compelled creatures will obey verbal commands you give them as per the
Command spell for one round per your level, carrying out all but the most self-destructive of acts
or those that violate the tenets of your faith. Creatures who succeed on this save are permanently
immune to further uses of this ability as your prayers fail to sway them.

4. Crusader- As a chosen champion of your patron, you will suffer no unbelievers and believe it
your duty to destroy their enemies. You deal +2 damage with weapons when defending your faith
or attacking its enemies and receive a +2 to saves against their attacks.

5. Giver of Divine Gifts- Your patron, in their infinite generosity, has given you finer control
over your ability to bestow spells on others. Increase the number of blessings you can maintain at
a time by 2.

6. Guidance- You can call upon your patron to lend their essence to your allies. Once per round,
when a creature that isn't you makes a d20 roll within speaking distance, you can add +2 to their
roll by invoking your master and supplicating the creature with prayers and mystically charged
bits of scripture which identifies you as a member of your faith. Your patron will not lend this aid
to creatures who act directly against their interests or are distasteful to their edicts.
7. Divine Aid- You can invoke your patron to automatically cast a spell you know as though you
rolled a 20, or a spell you don't know as though you rolled a 10. When you do so, roll a d20. This
is the number of days you must wait until using this feat again. If you rolled high, the GM can
determine that the patron manifests in the world and takes other appropriate actions to help the
current situation, if needed. If you fail the roll or call upon your deity before this time, you
cannot use this power for one month and your deity will be displeased with your hubris and will
punish you as appropriate to the level of power you called upon. You can choose a new spell to
cast every time you use this feat.

8. Patron's Brand- A tangible manifestation of your patron appears somewhere on your form,
forever marking you as an agent of your master. You have advantage on Charm rolls and cannot
gain a hostile reaction (on first sight) when dealing with your patron's worshipers and count as an
official authority when dealing with those who share your faith or patron. This brand also
manifests as a +1 to AC against your master's enemies.

9. Improved Devotion- Your bond with your patron strengthens, and they grant you more gifts to
serve their interests. Learn another mystic spell. You may take this feat multiple times.

Criminal
The backbone of any underworld activity is criminals. Anyone from a petty thief all the way up
to conniving mob bosses fit this mold, as they make their living by taking from others and
acquiring through force that which cannot be earned through guile. While most criminals are
content menacing people in the mundane world, those who fall into the Occult Underground do
so in the search for power or the potential for untapped connections. Those that don't adapt die
fast, but luckily they can develop the necessary skills to not eat it. At character creation,
criminals gain two additional pieces of gear, which must be chosen from the adventuring gear
list.

1. Reflex- A sharp mind and fast reflexes make you a slippery bastard to pin down. You gain
advantage on Dexterity and Intelligence saves.

2. Skilled- You dabble in many areas and do your best to branch out in your questionable
endeavors. Take an additional secondary skill or two additional tertiary skills.

3. Poisoner- You are terribly intimate with horrifically effective toxins. You gain advantage on
rolls to identify, create, and treat poison and to saves when resisting them.

4. Manipulator- Your lies are a messy web to untangle, even to the point where magic does not
seem to easily reveal your intentions. You gain advantage on Charm rolls to impersonate others
and lie. In addition, you receive a Wisdom save against spells or abilities that would reveal
information about you or tell if you are lying even if you would not normally get one.
5. Kismet- Many a criminal realizes even their best laid plans can screw up royally, and their
margins of success will likely come down to dumb luck. At the beginning of a 24 hour period,
the GM rolls 1d4 in secret and notes the number. That is how many uses of kismet you have. You
can expend a use of kismet to add +1d4 to a d20 roll you make. However, the wise know that
Lady Luck can be a real mean bitch when she's relied on too much- if you use kismet when you
have no uses remaining, an odd number on the d4 instead subtracts from your roll as your good
fortune becomes precarious and starts to blow up in your face.

6. Dodge- Quick thinking and faster feet help you turn lethal blows into glancing ones. Once per
round, you can make a Dexterity save against an attack. If successful, the attack deals half
damage and your attacker has disadvantage on all attacks against you for the next round.

7. Parry- You gain a +2 to AC when wielding a melee weapon and no shield. You don't get this
bonus if you cannot see the attack coming.

8. Acrobat- Balance is your specialty and coordination is your mistress. Bad conditions fail to
phase you as your acrobatic prowess can launch you right over troublesome obstacles. You gain
advantage on Athletics (Dexterity). In addition, with a successful DC 20 Athletics (Dexterity)
check, you can ignore impediments to your movement caused by terrain or tight spaces for 1
round.

9. Create Opening- You know how to find vulnerabilities in your enemies and get allies to
capitalize on them. Once per round, whenever you make a successful attack roll with a weapon,
you can make a Perception roll against the enemy's AC. On a success, you give advantage to the
next attack made against that target.

10. Fast Tasks- Good situational awareness and fast hands let you take advantage of openings in
stressful situations that others miss. On your turn, you can draw an item, move, or use an item
without using your action. You cannot move more than once per round, effectively keeping your
speed the same, but you accomplish more in a smaller time frame.

11. Occult Dabbler- You know how to avert disaster when trying to cast from materials you
shouldn't. If you would suffer a mishap from failing to cast from a scroll or invoke a blessing,
you can instead choose to dissipate the magical energy, canceling the effects of the spell and
negating the mishap. You cannot cast from the scroll or invoke the blessing for 1d6 days
afterward.

12. Dual Wielding- If you have a weapon in each hand, you can make two separate attacks
whenever you use an action to make an attack.

Spook
You are one of the dark creatures lurking in the fringes of humanity's imagination. Shunned,
powerful, and alien, you pursue your goals in the Occult Underground because it is the only
place that will have you. In the world above, humans will band together to see you dead. Or dead
again, as the case may be. Faeries, the living dead, sentient golems, and more are covered by this
class, as well as augmented humans who are altogether turning into something else.

Spook Powers

Instead of copying over every single spook power, this will be a quick conversion guide for the
existing list. Every +1 to a skill roll granted by a power translates to a +2 on a d20 (the original
game was d6s for skills. Without getting into exact probability, it's a close enough
approximation). The Flesh Sculptor power for instance, which gives a +2 to Medicine rolls,
would instead give a +4 to Medicine rolls. Anything that gives a bonus to or interacts with
Translation instead becomes Linguistics. Any bonuses to Vandalism instead become bonuses to
Athletics (Strength) or Technology rolls to destroy objects.

Revised Powers

Some powers have revisions with the inclusion of feats and have been re-balanced or clarified
for functionality.

Breathe Fire (Violent, Arcane, Fire)- The spook can breathe fire like a dragon, igniting all in
their way. As an action, the Spook makes a Blast Attack as a 30 foot cone or 60 foot line.
Creatures who fail a Dexterity save against 1d20 + the Spook’s Constitution modifier take a d8
damage and have a 50% chance to catch fire.

Haunter (Morbid, Spectral)- The Spook feeds on inspiring fear. Whenever somebody fails a
Morale roll or otherwise gives in to fear due to the Spook’s actions, it heals a point of damage
(flesh first, and then grit if flesh isn’t damaged). Enemies in the same encounter with the Spook
have their Morale lowered by 1.

Lightning Speed (Enhancement, Genius)- The Spook is unnaturally fast and reacts almost
before anyone realizes what’s happening. The Spook always counts as having rolled a 20 on
initiative and doubles their movement speed.

Spit Acid (Violent, Arcane)- You can spew a disgusting gobbet of clinging digestive bile at foes.
The acid is a weapon with a range of 20 feet, dealing 1d8 damage and using Combat (Dexterity)
to hit. On a successful hit, the target reduces its movement speed by half until it takes an action
to scrape off the foul fluid.

Mundane
You should not be here. The Occult Underground isn't- well, shouldn't be able to sustain people
like you. You might be a step above Joe Average, but that's your only saving grace. You don't
have the special training, grit, or supernatural assistance your fellows have. Disaffected athletes,
urban explorers, college kids in over their heads. Whatever the case may be, you've somehow
gotten mixed up in the Occult Underground, and found that returning to a normal life is difficult,
since no one believes the things you've seen. Or worse, the authorities have taken an interest in
you, and you know giving into them means trouble. Unlike other classes, mundanes don't get
much of a choice regarding feats. They gain their skill specialty as usual. After that, the only feat
they may choose going forward is Improved Ability Score, subject to the usual restrictions of that
feat. Without powers or training to fall back on, specialists more than anyone else need to rely on
their wits and gear. On the bright side, their simple skill sets are easy to learn, meaning they level
20% faster. Mundane characters emulate more "old school" style classes, and is an excellent
choice for those who want to focus on interacting with the game world instead of abilities or
those who don't want to deal with feat selection.

Spellcasting
Mystics

The gifts of mystics are bound directly to the soul by a patron, meaning the practitioner can call
upon their spells at will. Patrons are fickle, though, and a mystic must always roll Spellcasting to
cast a spell, regardless of rank. When trying to call on a spell of a rank beyond their reliable
casting threshold, a mishap results on a failed roll (The Fickle Whims of the Divine). Mishaps
are always triggered on a roll of a natural 1, regardless of the spell's rank. In addition, with a
successful Spellcasting roll, a mystic can bestow a blessing on another creature, allowing them to
cast the spell once as the original mystic. The creature with the blessing uses Charm to cast the
spell in place of Spellcasting. Regardless of if the spell succeeds, both the mystic and caster must
roll on the table The Cost of Holiness. The mystic cannot maintain more blessings than their
level at one time. Owing to the flexible and fickle nature of these supernatural blessings, mystics
use spells from Dark Fantasy Basic.

Occultists

Occultists are those who dabble in weird and forbidden energies as a matter of course. Usually
picking through old grimoires and the scrabbled writings of madmen and demoniacs, they have
access to a wide array of magical lore, but pursue this knowledge dangerously. Occultist
spellcasting uses Intelligence since they rely on rituals and obscure lore to power their magic.
Unlike mystics, occultist casting requires a great deal of focus to properly utilize. An occultist
can safely memorize any spell within their reliable casting threshold, filling an open spell slot
without need of a Spellcasting roll. Creatures without spell slots can’t memorize spells, but can
still spend a turn to cast one if they have the Spellcasting skill and access to a translated
spellbook. Higher level spells can be memorized, but doing so is dangerous. Whenever you cast
the spell, you must make a Spellcasting roll or suffer a spell mishap (The Fragility of Mortal
Minds). Occultists may also cast spells out of spellbooks they find, but must roll Linguistics to
translate the spells first. Failures result in mishap. Remember, there's a reason 95% of
prospective occultists accidentally kill themselves before they discover anything significant.
Because most rituals are adapted to human use and tend to be less flexible but more varied,
occultist spells are drawn from Esoteric Enterprises.

Rules Addendum
Flesh and Grit: Characters start with 4 + Con modifier flesh and an equal amount of Grit. Non-
human Spooks begin with an extra point of flesh and grit. Every level thereafter, characters gain
1 extra flesh point and 4 + Con grit. Spooks gain an extra grit point per level. All lost Grit returns
after 10 minutes of rest as a quick breather can help a character get the energy to fight on. Flesh,
however, returns at a rate of 1 point per week when not treated, given the severity of the damage.

Saves: When making a save against an enemy's attack or spell, the DC of your save is equal to
your attacker's roll. When making a save against anything else, the DC is 15. The relative
difficulty of the hazard being avoided may impose advantage or disadvantage on the roll. By
default, all PCs have saves equal to their level plus their relevant ability score.

Maximum underlings: Trying to keep people in line when their lives are on the line is hard. As
such, a PC can have a maximum number of underlings in a combat situation equal to his
Charisma modifier (minimum 1.) A character with the Minions skill specialty can have these in
addition to his minions. Their starting morale varies by the disposition of the hire, but they
always add your Charisma modifier to their morale value.

New Maneuver- Sweeping Attack: You heft your weapon and arc it to catch enemies in your
wake. You may attack multiple enemies with your weapon, but take a -2 penalty to hit and to
your AC. These extra attacks only apply to opponents with Hit Dice lower than yours, and your
extra attacks are capped at your level.

Equipment
Here lie some new properties to help better differentiate weapons. They are broken down
by category of arms. Specific qualities are also a part of certain weapon categories.
General Properties
Ramshackle- This weapon is held together by prayer and epoxy. It’s sustained a lot of damage
and is the sort of thing you’d only pick up as a last resort. The weapon automatically fails
breakage tests.
Faulty- Weapons with this property are constructed from shoddy materials or are poor in
construction. If the weapon has any damage on it, it rolls twice for damage and takes the lower
result.
Reinforced- A weapon with this property is sturdy enough to resist massive damage. When
testing for equipment breakage, the weapon rolls 2d6. Only if both dice come up as 6s does the
weapon break.
Superior- Experimental materials or construction beyond what modern technology would
otherwise allow have made this weapon considerably more effective. As long as the weapon has
no damage, it rolls twice and takes the higher result when rolling for damage.

Melee Properties
Weighted- Weapons with this property are excellent at destroying hard substances due to their
construction. This property is typically applied to axes and maces. Add 1 to attack rolls against
opponents with shields and medium or heavier armor, as well as creatures made of hard material.
They also add a bonus die to Athletics checks when destroying certain obstacles (+1d6 for hand
weapons, +1d8 for one handed, and +1d10 for two handed.)
Dueling- These weapons, with their strong edges and light construction, can attack quite swiftly.
Swords and knives usually possess this property. When the wielder of a dueling weapon rolls a
natural 20 on an attack roll, they may immediately make another attack as they capitalize on the
momentum of striking a foe.
Fueled- A rare few weapons that are usable in melee require a power source to function. These
weapons typically include hand drills, chainsaws, and the like. Fueled weapons require reloads
like firearms, but deal 1 extra damage while they have “ammunition.” If the weapon runs out of
fuel, then it instead deals damage as though one die size lower than its normal category.
Brace- Typically the domain of archaic weapons like spears and polearms, these weapons are
usually set to receive charges, and are effective against foes who open themselves up in combat.
Against opponents who have a penalty to AC from the fight recklessly or go for the kill
maneuvers, these weapons deal 1d6 extra damage.
Reach- Also rare in modern melee tools, these weapons can strike further away than the space
immediately in front of a character. Reach weapons cover polearms, spears, and some whips and
similarly shaped weapons, allowing the user to strike at opponents within 10 feet.
Firearms
While some firearms will have these properties innately, some instead have the property applied
to their ammunition. Reloads with special properties are generally more rare than standard
ammunition and require specialized Contacts rolls to procure.
Armor Piercing- Steel cores or light calibers with high powder loads are better equipped to
ignore enemy armor. Armor piercing rounds add 1 to the character’s attack roll against armored
opponents, or those made of dense and hard material.
High Caliber- High caliber weapons have heavier and more devastating rounds. This property
cannot be applied to reloads; the weapon must be constructed for it. High caliber weapons have a
rating from +1 to +3. This represents the extra damage they do on a successful attack. However,
if the character has a Strength modifier less than the caliber rating, they take the difference
between their Strength and the caliber rating as an attack penalty as they fail to effectively
control their recoil or contend with the weight of the ammunition.
Tracer- Tracer rounds are typically used to help keep rounds on target when using automatic
bursts. When used on a weapon with the automatic property and with covering fire, tracer rounds
allow the user to add 2 to one attack roll per round.
Dragon’s Breath- Usually only available for shotguns. Successful attacks with dragon’s breath
shells force the target to make a Dexterity save or catch fire. If the weapon takes damage or
breaks while the user has dragon’s breath loaded, the user must make a Dexterity save or catch
fire as the rounds ignite in the chamber.
Subsonic Ammunition- Subsonic ammunition greatly reduces the noise made by firing a weapon.
When combined with a suppressor, the shot’s sound intensity is greatly reduced, but the action of
the gun still makes noise. Subsonic rounds deal damage one die size smaller than usual for the
weapon.