Credits Original Concept and Creation GREG BENAGE

2ND EDITION CREDITS 1ST EDITION CREDITS

LEAD DEVELOPER LEAD DEVELOPER ROBERT VAUGHN GREG BENAGE

UPDATED DESIGN AND WRITING ORIGINAL DESIGN AND WRITING JEFFREY BARBER, IAIN J. BROGAN, SHANNON KALVAR, ERIC JEFFREY BARBER, GREG BENAGE, WIL UPCHURCH OLSON, WIL UPCHURCH, ROBERT VAUGHN, SAM WITT ADDITIONAL WRITING GRAPHIC DESIGN JACK HOLCOMB, ROBERT VAUGHN ANDREW NAVARRO GRAPHIC DESIGN ART DIRECTION BRIAN SCHOMBURG DARRELL HARDY, ROBERT VAUGHN ART DIRECTION AND EDITING EDITING AND LAYOUT GREG BENAGE ROBERT VAUGHN

COVER ILLUSTRATION COLOR CARTOGRAPHY B&W CARTOGRAPHY MICHAEL KOMARCK WILLIAM MCAUSLAND IAIN J. BROGAN

INTERIOR ILLUSTRATIONS ABRAR AJMAL, STEVEN BAGATZKY, ANDY BRASE, PAUL BURROW, MITCH COTIE, THOMAS DENMARK, ALLEN DOUGLAS, ANDERS FINER, CRIS GRIFFIN, ANTHONY HIGHTOWER, COSTANTINOS KONIOTIS, ALEX KOSAKOWSKI, ANNETH LAGAMO, PAT LOBOYKO, PATRICK MCEVOY, TRAVIS MOORE, JIM NELSON, TORSTEIN NORDSTRAND, TED PENDERGRAFT, STEVEN PERKINS, SCOTT PURDY, HIAN RODRIGUEZ, SCOTT SCHOMBURG, THOM SCOTT, DAVID SOURWINE, CHRISTIAN ST. PIERRE, ASH STEPHEN, J. P. TARGETE, SEDONE THONGVILAY, TYLER WALPOLE, GINO WHITEHALL, JARREAU WIMBERLY

PLAYTESTERS DAVE ALLEN, JEFF ARMSTRONG, LESLIE "PHADEOUT" BALAZS, JEFF BANAS, PAOLO BORTOLATO, ANDREA BORTOLATO, VANESSA BOVO, MIKE BURKE, CHRIS CARON, SHAUN CARRACK, BUTCH CONWAY, JARETT CORY, KELLY DAVIS, GIORGIO DENTI, NEIL DODD, DENIS DULCETTA, DARREN EHLERS, BRIAN EHLERS, JOHN FIELDS, TOD GELLE, DAVE GIBEAU, PHIL GOBEIL, JACK HALCOMB, JIM HEIVILIN, MATT HELM, ELIZABETH HEMSLEY, BOB HILL, CHRISTINA HILL, ANDY HIRTH, ROBERT "LORD BOBO" JANKOVICH, MICHAEL KAISER, MAX KULSHAMMER, ERIC LANG, BRIAN MAGUIRE, KRIS MANDL, SEAN MCCLANAHAN, ROY MCDOUGALL, ROBERT MCNAMEE, KELLY MILLER, JILLIAN MOORE, MICHAEL NEWBOLD, TED NOVY, JAY NUNES, BJORN PALMERT, DEREK PAXTON, MIKE PEARSON, ARIC POWELL, MEG POWELL, ELIZABETH RUTLIN, ERIC RUTLIN, AARON SAPP, DAMIANO SOLATI, DAVID-KRIS STEPANKO, ROB TAYLOR, PETER TSUI, MATT TSUI, ANDREW TURK, ERIK "THE LIMPER" TYRELL, CHRIS URBAN, CHARLIE VENEDAM, PHILIP VOGT, FELIX VOGT, DANIEL VOGT, KARL WALDORF, BRAND WALKER, GARRETT WHITE, KURTIS WIEBE, KEVIN WILSON, MIKE WISE, JON WOLL, BREE ZASTROW

SPECIAL THANKS TO TODD ANTILL AND ALL THE DIE-HARD FANS AT WWW.AGAINSTTHESHADOW.ORG FANTASY FLIGHT GAMES

EXECUTIVE DEVELOPER 1975 County Rd. B2 #1 Roseville, MN 55113 GREG BENAGE www.fantasyflightgames.com ‘Midnight’ and Against the Shadow are © 2003 and TM Fantasy PSampleUBLISHER Flight Publishing, Inc. ‘Midnight 2nd Edition’ is © 2005 and TM file CHRISTIAN T. PETERSEN Fantasy Flight Publishing, Inc. All right reserved. Table of Contents Chapter One: Races of Midnight Chapter Three: Core Classes Chapter Seven: Erenland Humans ...... 34 Channeler ...... 75 Northern Erenland ...... 164 Dorns ...... 35 Channeler Traditions ...... 77 The History ...... 165 Sarcosans ...... 36 Defender ...... 81 The People ...... 165 Erenlanders ...... 37 Fighter ...... 84 Settlements ...... 166 Dwarves ...... 38 Rogue ...... 86 Language ...... 167 Elves ...... 41 Wildlander ...... 86 Governance ...... 167 Caransil (Wood Elves) ...... 41 Religion ...... 168 Danisil (Jungle Elves) ...... 42 Chapter Four: Prestige Classes Trade and Craft ...... 168 Erunsil (Snow Elves) ...... 43 The Ancestral Bladebearer . . . . .93 Ways and Traditions ...... 169 Miransil (Sea Elves) ...... 44 Aradil’s Eye ...... 94 Great Houses of the Dorns . . . .169 Gnomes ...... 44 Avenging Knife ...... 96 House Clans ...... 170 Halflings ...... 46 Bane of Legates ...... 98 Personal Combat ...... 170 Orcs ...... 46 Druid ...... 100 Against the Shadow ...... 171 Halfbreeds ...... 48 Elven Raider ...... 102 Sites and Features ...... 171 Dwarrow ...... 48 Freerider ...... 103 The Sea of Pelluria ...... 176 Dworgs ...... 49 Haunted One ...... 105 The History ...... 177 Elflings ...... 49 The Freerider ...... 105 The People ...... 177 Starting Age ...... 50 Insurgent Spy ...... 106 Language ...... 178 Aging Effects ...... 50 Smuggler ...... 108 Governance ...... 178 Height and Weight ...... 51 Warrior Arcanist ...... 109 Ways and Traditions ...... 178 Whisper Adept ...... 111 Religion ...... 178 Chapter Two: Heroic Paths Wizard ...... 113 The Great Houses ...... 179 Beast ...... 53 Wogren Rider ...... 114 Against the Shadow ...... 179 Chanceborn ...... 53 Site and Features ...... 180 Charismatic ...... 54 Chapter Five: Player Options Central Erenland ...... 182 Dragonblooded ...... 55 Skills ...... 117 The History ...... 183 Earthbonded ...... 55 Feats ...... 121 The People ...... 184 Faithful ...... 56 Magic ...... 125 Settlements ...... 184 Fellhunter ...... 56 Channeled Magic ...... 126 Language ...... 184 Feyblooded ...... 57 Casting Spells ...... 127 Governance ...... 185 Giantblooded ...... 58 Learning Spells ...... 128 Religion ...... 185 Guardian ...... 59 Ritual Magic ...... 130 Trade and Craft ...... 186 Healer ...... 59 The Sundering ...... 132 Ways and Traditions ...... 186 Ironborn ...... 60 Planar Travel ...... 132 Against the Shadow ...... 188 Jack-of-All-Trades ...... 61 Summoning ...... 132 Sites and Features ...... 189 Mountainborn ...... 61 Calling Spells ...... 133 The Eren River ...... 192 Naturefriend ...... 62 New Spells ...... 134 The History ...... 192 Northblooded ...... 63 Charms ...... 138 The People ...... 192 Quickened ...... 64 Herbalism ...... 139 Settlements ...... 193 Painless ...... 64 Starting Equipment ...... 141 Language ...... 193 Pureblood ...... 66 New Weapons ...... 142 Governance ...... 193 Seaborn ...... 67 Special Items ...... 145 Religion ...... 193 Seer ...... 68 Trade and Craft ...... 194 Speaker ...... 68 Chapter Six: Adventuring in Ways and Traditions ...... 195 Spellsoul ...... 69 Midnight Against the Shadow ...... 196 Shadow Walker ...... 70 Servants of the Shadow ...... 150 Sites and Features ...... 197 Steelblooded ...... 71 Laws of the Shadow ...... 152 Southern Erenland ...... 198 Sunderborn ...... 72 Life Under the Occupation . . . . .152 The History ...... 199 Tactician ...... 72 Occupied Erenland ...... 153 The People ...... 199 Warg ...... 73 Strongholds of the Resistance . . .154 Settlements ...... 199 Barbarian ...... 74 Wilds of Erenland ...... 156 Language ...... 200 SampleGoods and Barter ...... 156 Governance file ...... 200 Languages of Eredane ...... 160 Religion ...... 201 Trade and Craft ...... 202 Ways and Traditions ...... 203 Against the Shadow ...... 206 Sites and Features ...... 248 Attuning to a Power Nexus 298 Sites and Features ...... 209 Coastal Regions ...... 250 Using a Power Nexus . . . . .298 Asmadar ...... 250 Finding a Power Nexus . . .300 Chapter Eight: Erethor Kasmael Coast ...... 251 Sample Power Nexuses . . .300 The Caraheen ...... 211 Stormhold ...... 252 Magic Items ...... 297 The History ...... 212 White Desert ...... 252 Spell Talismans ...... 306 The People ...... 212 Covenant Items ...... 307 Chapter Ten: Age of Shadow Settlements ...... 212 Sample Covenant Items . . .308 Language ...... 214 Northern Marches ...... 255 The Sundering ...... 315 Governance ...... 214 The History ...... 255 The Fell ...... 315 Religion ...... 214 The People ...... 255 The Spirits of Midnight ...... 316 Trade and Craft ...... 217 Orcs ...... 255 Optional Rules ...... 318 Ways and Traditions ...... 218 Goblin–kin ...... 255 Monster Ability Modifiers ...... 319 Against the Shadow ...... 219 Giant–kin ...... 256 Creatures of Midnight ...... 321 Sites and Features ...... 223 Wildings ...... 256 Aberrations ...... 321 The Veradeen ...... 226 Motherless Ones ...... 257 Animals ...... 322 The History ...... 226 Language ...... 257 Constructs ...... 326 The People ...... 227 Governance ...... 257 Dragons ...... 326 Settlements ...... 227 Religion ...... 257 Elementals ...... 329 Language ...... 227 Trade and Craft ...... 257 Fey ...... 329 Governance ...... 227 Ways and Traditions ...... 258 Giants ...... 330 Religion ...... 227 Against the Shadow ...... 258 Humanoids ...... 331 Trade and Craft ...... 227 Sites and Features ...... 259 Monstrous Humanoids ...... 333 Ways and Traditions ...... 228 Occupied Lands ...... 259 Outsiders ...... 334 Against the Shadow ...... 228 The Shadow’s Districts ...... 260 Plants ...... 335 Sites and Features ...... 229 Northern Erenland ...... 260 Spirits ...... 335 The Miraleen ...... 230 Central Erenland ...... 262 Undead ...... 343 The History ...... 230 Southern Erenland ...... 263 Vermin ...... 348 The People ...... 231 The Coming Offensive ...... 264 Midnight Adventures/Campaigns .348 Settlements ...... 231 AWorld of Shadow ...... 348 Language ...... 232 Chapter Eleven: Servants of Story Arcs ...... 349 Governance ...... 232 Shadow Adventure Creation Guidelines .351 Religion ...... 232 The Dark God ...... 269 Deeper Into Eredane ...... 353 Trade and Craft ...... 232 Black Mirrors ...... 271 Introduction ...... 354 Ways and Traditions ...... 233 The Night Kings ...... 273 Enemies & Allies ...... 356 Against the Shadow ...... 233 Ardherin ...... 273 Infiltration ...... 358 Sites and Features ...... 233 Jahzir ...... 274 Mythic Quest ...... 360 The Aruun ...... 234 Sunulael ...... 276 Intrigue ...... 362 The History ...... 234 Zardrix ...... 277 Covert Operations ...... 364 The People ...... 234 The Order of Shadow ...... 278 War ...... 366 Settlements ...... 235 Legate class ...... 278 Legend of Steel ...... 368 Language ...... 235 A Dark Schism ...... 283 Appendix Governance ...... 235 Hierarchy of the Church . . .283 Religion ...... 236 Soldiers of Shadow ...... 289 The Well of Rebellion ...... 370 Trade and Craft ...... 236 The People ...... 290 Midnight Gazetteer ...... 381 Ways and Traditions ...... 237 Settlements ...... 290 Coastal Waters/Asmadar ...... 381 Against the Shadow ...... 238 Governance ...... 291 Northern Erethor ...... 382 Sites and Features ...... 238 Religion ...... 291 Southern Erethor ...... 383 Northern Marches ...... 384 Chapter Nine: Kaladruns & Coast Trade and Craft ...... 292 Ways and Traditions ...... 292 Northern Erenland ...... 384 Dwarven Clanholds ...... 240 Sendings of the Shadow ...... 292 Sea of Pelluria ...... 385 The History ...... 240 The Tribes ...... 292 Central Erenland ...... 385 The People ...... 241 Southern Erenland ...... 386 Settlements ...... 241 Chapter Twelve:: Running Midnight Northern Kaladruns ...... 387 Language ...... 242 Magic ...... 296 Southern Kaladruns ...... 387 Governance ...... 242 Channeled Magic ...... 296 Sample NPCs ...... 390 Religion ...... 242 Divine Magic ...... 296 Sample Goblin–Kin ...... 392 TradeSample and Craft ...... 243 Innate Magic ...... 297 Channeler Spellfile List ...... 393 Ways and Traditions ...... 244 Magic Items ...... 297 Random Charm Generation . . . . .395 Against the Shadow ...... 247 Power Nexuses ...... 298 Index ...... 396 Sample file

4 Introduction How To Use This Book Introduction The MIDNIGHT campaign setting is a tool for both players and DMs. It is designed as a supplement to the d20 Fantasy Flight Games is pleased to present MIDNIGHT System core rules. This book builds and expands upon those 2ND EDITION, an updated and expanded version of the unique, rules, and the more familiar and comfortable you are with exciting, and acclaimed MIDNIGHT fantasy campaign setting them, the more useful this book will be. This book should be designed for use with the d20 System. MIDNIGHT has been an used as a companion to the core rules and not a standalone amazing success, capturing the imagination of diabolical game. DMs and inspired players all over the world. By the end of MIDNIGHT 2ND EDITION includes expanded, updated, 2005 MIDNIGHT will be supported by more than a dozen sup- and reorganized information from the original MIDNIGHT core plements, regular web content updates at http://www.fanta- book and Against the Shadow; it may take some getting used syflightgames.com, a committed and supportive fan base to for MIDNIGHT 1ST EDITION players who are used to finding with several independently maintained web sites, 3rd-party information in a specific section. In summary, this book is adventure publishers like www.direkobold.com, and even a divided into three sections: A player’s section, a setting sec- board game expansion for the best-selling Runebound line! tion, and a DM’s section. From a campaign setting premise founded in Shadow, Midnight has become a shining beacon of quality game design, excellent visual presentation, and intense and Player’s Section thought-provoking story telling. This new edition brings you the core content and rules Book One: Adventures in Midnight that started it all. The book you are holding contains all of the relevant content from the original MIDNIGHT core book and This section provides all the rules a player needs to get the first supplement and player’s guide in the line, Against the started in the MIDNIGHT setting, including new character Shadow. Where necessary or desirable, information from races, classes, feats, magic rules, new equipment, new skill these two books has been updated (such as to bring them in uses, and a primer on life in Eredane. All players should read line with the 3.5 version of the core rules or to implement this section, and all information presented herein is common errata). Rest assured that everything that made Midnight a fan knowledge among the races of Eredane. DMs should also be favorite is still here, however, from the devious legates to the very familiar with this section, as it establishes the basic rules powerful orcs to the valiant free peoples of Eredane. for the major changes in Midnight to the core mechanics, Best of all, careful consideration has been paid to the including spellcasting, heroic paths, and the wealth/barter needs of our current customers, who may already own many system. of the books in the MIDNIGHT line. Therefore, all of the information herein, even updated or expanded rules mechanics, is Setting Section consistent with all currently in-print MIDNIGHT material (which includes MN03: Minions of Shadow onward). Book Two: The World of Midnight This section offers detailed setting information on Eredane, the continent on the world of Aryth in which the The Open Game License events of Midnight take place. Both players and DMs Midnight is published under the terms of the Open Game License should feel free to read this section; in particular, players and the d20 System Trademark License. The OGL allows us to use the should be familiar with the setting information that per- d20 System core rules and to publish game products derived from and tains to their characters’ home regions, races, and cul- compatible with those rules. tures. Characters may or may not know the information In fact, all rules-related material is designated as Open Game Content. You can use this material in your own works, as long as you fol- regarding other regions. In this case, players will have to low the conditions of the Open Game License. You can copy the materi- keep in mind what is in-character knowledge and what is al to your website or even put it in a book that you publish and sell. The player knowledge. introduction to each chapter or section identifies the rules material that is designated as Open Game Content. Not everything in this book is Open Game Content, however. In DM’s Section general, game rules, statistics, and mechanics are Open Game Content, but all background, story, and setting information is closed content and cannot be republished, copied, or distributed without the consent of Book Three: Secrets of Midnight Fantasy Flight Publishing, Inc. The following are designated as Product Identity pursuant to sec- The third section includes all of the tools and back- tion 1(e) of the Open Game License, included in full at the end of this ground material a DM needs to bring the adventure of book: the Midnight name, logo, and trademark, the graphic design and MIDNIGHT to life for his players. Much of the information trade dress of this book and all other products in the Midnight line, all in this section should not be known to any players or their graphics, illustrations, maps, and diagrams in this book, and the follow- ingSample names and terms: Eredane, Izrador, Shadow in the North, and Night beginning characters; only throughfile hard-fought battles King. and bitter experience can the heroes of MIDNIGHT learn The text of the introductory chapter is desginated as closed content. the weaknesses and plots of the Shadow in the North.

Introduction 5 defeated by a proud host of elves, dwarves, and Dornish men led by Aradil the Witch Queen. The second time, races of good held the Shadow off long enough for aid to come from A World an unlooked-for ally. By the time of his third rising, the free peoples of Eredane were battered, bitter, and distracted by their own infighting as well by the insidious corruption sown by the dark god’s spies over the years. Four of the land’s In Shadow greatest heroes fell prey to his dark promises and betrayed In the ageless time before the dawn of history, there their people, leading his hordes from the north. was a war in heaven. In desperation, the lords of light severed This time, the dark god won. the black spirit of the dark god Izrador, casting him out of the The dwarven clans were broken and retreated to their celestial kingdom. holdfasts deep within the earth. The elves withdrew into their The gods succeeded in vanquishing their brother, but vast and ancient forest, abandoning all to the Shadow. The Izrador corrupted their magic and turned their victory against Dorns, tamed by a power from across the sea in the Second them. As the fallen god’s spirit was severed from his physical Age, were betrayed from within and fell swiftly. form, so too was the celestial kingdom severed from all con- One hundred years have passed since the Shadow fell. tact with the material realm. The lords of light discovered that The elder races—those of good heart and fey ancestry who they could no longer commune with their mortal children. have battled Izrador for millennia—are being systematically This cataclysm shook the foundations of the world and came hunted down and exterminated. The great forest of Erethor to be known as the Sundering. has become an island of light in a darkening world, its elven The dark one fell to the earth, his foul essence staining keepers fighting a never-ending battle against besieging the land with its evil shadow. Weakened and bodiless, Izrador hordes of orcs, giants, and goblinoids. The surviving dwarven retreated to the ice and cold of the far north. There he slum- clans have locked themselves in their mountain holdfasts, and bered, slowly recovering his strength and dreaming of the streets of once-proud subterranean cities have become vengeance across eons of time. Empires were built and crum- meat grinders for the orcs who are sent in to root them out. bled to dust, races were born and died, and the Shadow in the The lands of men are ruled with an iron fist by the min- NorthSample grew deeper and darker. ions of the Shadow. Cities lie in ruins,file and the commoners in Three times the dark god rose and threatened the isolated towns lock the gates against the darkness each night. nations of Aryth with iron and fire. The first time he was Literacy, magic, and weapons are illegal, and ignorance spreads across the land like a terrible plague.

6 Introduction