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A roleplaying game of cosmic horror

Table of contents
CHARACTER CREATION................................................4
SPOT RULES.......................................................................14
HUMAN ANTAGONISTS...............................................21
THE OLD ONES...............................................................26
COSMIC HORROR AT THE TABLE...........................38
APPENDIX 1: WOLVES IN THE SAND......................49
HUMAN ANTAGONISTS................................................51
CHARACTER SHEET......................................................52

Text and layout


Cover art & Interior art

Tithi Luadthong/

Belizarius font © Blambot

Apart from the logo, the Horrors beyond the Wall of Sanity, Old Ones and
Wonders beyond the Wall of Sleep sections, the rest of this book is released
under a CC BY 4.0 license.

Many thanks to the Forums de l’Ours members and their precious feedback

This game is dedicated to Sandy Petersen and H.P Lovecraf

« Prying curiosity meant death »

H.P Lovecraft, Rats in the Walls


An rpg where intrepid investigators face cosmic horrors in a desperate
struggle to save mankind.

What is the setting?

By default the game is set between 1920 and 1936.

Does it uses the Lovecraftian Mythos?

Though it is strongly inspired by the writings of H.P Lovecraft, it does
not directly uses its gods and creatures. If you wish to run games using
the Mythos though, you should find this very easy to do with this

What are the game mechanics?

Roll 2D6, add an attribute score, if the result is higher or equal to 8,
the character gets what he wants and if it’s less, he gets into trouble.
Only the players roll the dice, the GM has better things to do.

Do I use minis?
You don’t need them. In my experience though, there are instances
where a sketched plan and a few minis allow you to avoid
misunderstandings and keep the game going at a good pace.

Creating your character follows 4 simple steps:

1. Attributes and secondary attributes

2. Choose a profession
3. Choose a reputation
4. Pick your gear

A character is made of five attributes.

BRAWN: raw physical strength and endurance.

DEXTERITY: deftness and agility.
VIOLENCE: a character’s ability to hurt and kill.
WITS: mental acuity and resourcefulness.
WILLPOWER: self-control and fortitude.

You get 5 points to distribute among your attributes (Minimum score

is 0, maximum is +3).

If you want your game to be a bit more harsh, only allow characters
whose profession employs violence (Boxer, Soldier…) to put points in
VIOLENCE. Each point put in Violence should be associated to a
traumatic event.

Where we measure your character’s resistance to mental and physical

HIT POINTS: how much punishment can the character take? Starts with
a score of 10 + BRAWN.
SANITY POINTS: how long before the horror breaks the character’s
mind? Starting score is 10 + WILLPOWER.

Pick one profession for your character.

ARTIST: regain all your SANITY POINT by creating a work based on

what frightened you. You need 1 hour to do so.

BOXER: when fighting bare-handed, roll 2D6 for damage and keep
the die giving the best result.

BURGLAR: you can open any safe or pick any lock in 1D6 minutes (if
you have the adequate equipment).

DETECTIVE: you have contacts in the police force and a successful

WITS roll allows you to see if someone lied to you.

JOURNALIST: you’re good at making people talk. Spend 1 hour with

them and you get all the info you want.

LUMBERJACK: you’re used to hard living conditions. +2 HIT POINTS.

MAGICIAN: the character automatically succeeds at doing small

magic tricks (palming objects, escape from bonds…).

MECHANIC: you can repair anything in 1D6 minutes.

MEDICAL DOCTOR: restore 1D6 HP to a wounded person. You need

5 minutes to do so.

OCCULTIST: you know one spell (see page 10) and two dead

PSYCHOLOGIST: you can restore all SANITY POINT to one person in 1

hour. You cannot use this on yourself.

SCHOLAR: Pick one field of study. You’re always successful in any

tasks requiring that knowledge.

SOLDIER: during a combat TURN, choose when it’s your turn to act.

ZOOLOGIST: get +2 to damage when you hit a creature you already

defeated once.

All professions also come with the same advantages: you have a
network of contacts related to your profession and you automatically
succeeds on all mundane tasks related to your line of work.

Pick one reputation for your character.

ANONYMOUS: people only have 1 in a 6 chance to notice you when

you try to be sneaky.

DILETTANTE: you have friends in high places and are welcome in the
higher circles of society.

FAMOUS: most people will try to meet your demands.

FEARED: most people will back down if they know who you are.

HAUNTED: your own nightmares are a shield against the Horror.

SANITY POINTS losses are reduced by 1 (except when learning a spell).

LUCKY: once per session you can reroll any dire roll you’ve made.

OLD: you’ve seen and heard it all. You are immune to any kind of
mind control.

SHADY: you have contacts in the Underworld and access to illegal

stuff, from drugs to firearms.

WEIRD: you make people uneasy. Animals never attack you.

WELL-TRAVELED: you never get lost as long as you’re above ground.

You learn new languages quite fast.

Don’t get too attached to the words used if it doesn’t fit your character
concept. A Weird Scholar can just be an Unorthodox Scientist and a Well-
traveled Journalist might be a War Correspondent, or maybe you want
your Shady Detective to be a Crooked Cop… Make the game your own.

Here are a few examples of gear characters could find useful. Pass the
list among the players and let them pick two items for their character.
If they have a good reason to have a particular object, the better (is
that gas mask a souvenir of your time in France in 1917?).

Bear trap Crowbar Notebook and pen

Binoculars Flare Lighter
Forgery kit Flashlight Rucksack
Small mirror Wire cutters Pipe and tobacco
Toolbox Handcuffs Family picture
Sleeping bag Rope (15m) Medical gloves

Lock picking tools Medical bag Whistle

Caltrops Pocket watch Fake ID
Bolt cutter Canteen Compass
Swiss army knife Flask Magnifying glass
Glasscutter Music instrument Scotch tape
Disguise kit Camera Gas mask

Weapons are regrouped in three categories:

One-handed weapons do 1D6 damage.

Two-handed weapons do 2D6 damage.
Bigger weapons do 3D6 damage.

Characters can have access to 1D6 and 2D6 weapons but 3D6 should
be out of their reach most of the time. Fighting with your bare hands
does 1D3 damage.

Hatchet Fireaxe Lewis gun
Bayonet Thompson SMG Claymore sword
Brass knuckles Model 12 Trench gun Flamethrower
Horsewhip Lee-Enfield MKIII Grenade
Razorblade Bow or crossbow Mortar round
Colt 1911 Mounted bayonet Dynamite
Swordcane Cavalry saber Halberd

Failure while manipulating Explosives should lead to extremely messy


Unless it doesn’t makes sense during a specific game session, always

assume the characters have enough ammunition for their 1D6 and
2D6 weapons.

There are many places in the world where civilians are not expected
to possess or carry guns. Having at least one adventure where the PCs
don’t have access to firearms will make for a nice change of pace.

A few details to round up your character. Don’t get carried away, you’ll
build your character as you play.

Pick a name
Choose wisely. A name can tell a lot about your character and its

Languages, living or dead

If it’s make sense to you (your character is a linguist, an immigrant...)
your character knows at least one additional language (you can start
with up to WITS+1 languages if you need a hard rule).

This chapter will expose all the mechanics and principles used in the

RATS IN THE WALLS uses TURNS to track time. At the table, a TURN
represents a table turn: in the game world, this TURN may represent a
few seconds, hours or days, depending on the situation. This will help
the GM to easily keep track of time in its game.

Action resolution: talk before you roll

Before rolling the dice, the player has to define what his character is
trying to achieve. This is the easy part: open that door, shoot that
gangster, get someone to talk, etc. The role of the GM is to define what
happens if the character fails his roll. This is the tricky part but
basically you have two options:

1. THE CHARACTER FAILS: he simply doesn’t get what he wants.

When to use this option? When the characters have other options and
other ways to get what they need.

2. THE CHARACTER GETS WHAT HE WANTS: but it comes with strings

When to use this option? When a failure means the characters have no
possibilities left to move forward.

Knowing what option to choose may involve some back and forth
between the GM and the player(s). Once everybody is on the same
page, roll the dice. Don’t forget that 90% of the time this takes less
time than you needed to read this paragraph:

Player: “I roll WILLPOWER to get that guy to talk ”

GM: “Ok, if you fail you’ll have no way of knowing if he has told you
everything he knows”

Roll 2D6, add the relevant attribute. You need to get an 8 or better to

2D6 + Attribute > 8

If the action is EASY, get +2 to your roll.

If the action is HARD get -2 to your roll.

What makes a task EASY? Profession, tools, help, plenty of time.

What makes a task HARD? Bad tools, no help, no time.

Some things take some time to get done: roaming bars to find
information, study a dusty tome, crack open a safe, find your way in
the wilderness, break a heavy door, hacking a security system… In
these cases, we use the TASK RULE: the roll’s result will tell you how
long it will take to accomplish your task.

7-: you get it done in 2D6 [TURNS, minutes, hours… Whatever

seems appropriate]
8-9: you get it done in 1D6 [TURNS, minutes, hours… Whatever
is appropriate]
10+: you get it done almost immediately

Things like building an informant network, upgrade a weapon, run a
horror fighting agency... You get only one roll between each sessions.

7-: it gets done in two sessions but something is flawed in your

project. Your GM will be happy.
8-9: it will be ready in two sessions.
10+: it will be ready by the next session.

The average character has 10 HP, a rifle does 2D6 damage, you do the
math. Fights will be fast, short and brutal.


Start with the player at your left and then go clockwise.

What do you do?

During his TURN, a character can move and take an action. The most
obvious action is attacking but there are more options: casting a spell,
force open a door, read a few lines… Anything that can be done in a
few seconds. Attacking requires a VIOLENCE roll, for other actions use
the appropriate attribute.

Taking action
The player makes his roll:

7-: the GM can use two consequences against him.

8-9: but suffers a consequence.
10+: the PC succeeds and picks a consequence for his target(s).

The GM and players can choose in the following list, according to his
action (or make-up one that fits that specific situation).
HARM: the target’s takes harm (note that even if several NPC attack
the character, the GM uses only one of the attackers weapons).
IGNORE ARMOR: ignore any protection the target has.
STRAY BULLET: an innocent bystander is hit by your attack.
VULNERABLE: you end up in bad position, you cannot use any of
your attributes bonus or you can’t reach your attacker.
STRESS: you lose 1D3 SP points.

Each weapon comes with its own damage. When you reach 0 HP, you
die in 1D6 TURNS. You survive if someone spends a TURN with you,
helping you clinging to life. If you manage to survive you get back up
with 1 HP an a SCAR (roll 2D6):

2. Chronic pain: loose 1HP permanently.

3. Limp: your speed is now Slow when you walk and Normal
when you try to run.
4-6. Missing or deformed body part: finger, torn ear, broken
7-9. Scar tissue: a good reminder to avoid violence or to strike
10+: Nasty scar: get +1 to your attributes rolls when trying to
intimidate someone (you get the bonus only once).

Don’t use this table if the situation calls for an obvious result (acid
sprayed on the face, caught in a fire, etc.).

There’s no “natural” recovery, the only way to get back your HP is to
be receive medical care. A nurse or a doctor usually gets you 1D6 HP
back. You get all your HP back between game sessions (unless it doesn’t
make sense).

As a rule of thumb, something should happen every few TURNS: the
antagonists change their tactics, reinforcements arrive, the battlefield
changes, etc. The idea is to think of a combat as a small adventure,
with a beginning, a middle and a climax. The antagonists should be
ruthless: they will try to attack the characters by surprise and hit them
with overwhelming force. If our heroes are to survive, they’ll have to
learn to do the same.


Very few people want to fight to the death. Once they’re down to 2 HP
or less, most enemies will flee or surrender.

Combat rules in action
A few examples so the GM can get a good grasp of these rules.

Howard, a former policeman, is asking questions around the docks.

After a lousy roll, he attracted some unwanted attention. Two tough-
looking guys are closing in on him.

GM: they don’t look friendly at all, they rush towards you with their fists
raised. What do you do?
Howard: I’ll pull my gun out to frighten them.
GM: ok, make a Willpower roll and you get a +2 because of the gun.
Howard: 8!
GM: they stop immediately and raise their hands, “Hey, no need to get nervous
guv’”. This could have turned ugly Howard, you loose [GM rolls 1D3] 2 SP!
[as Howard got an 8, he successfully intimidated the tough guys but
the GM had the right to use a consequence against him]

Howard and Lyria, a freelance journalist, are chased by a group of

cultists in the sewers.

GM: they’re armed with curved daggers and seem eager to try them on you!
Lyria: how many are they?
GM: it’s dark, but you’d say at least four.
Howard: maybe we should head for the exit.
Lyria: and loose valuable information? No ! Let’s get them!
GM: ok, what do you do? Let’s start with Lyria.
Lyria: I shoot the bastards!
GM: make a Violence roll.
Lyria: Crap, 5!
GM: you shoot wildly and miss your targets. One of the cultists takes you to the
ground [first consequence: vulnerable] and the other one takes your gun
from you [second consequence: made-up by the GM].
Howard: I shoot those damn cultists!
GM: which one? There are two of them running towards you.
Howard: the one that took Lyria’s gun! I roll Violence, I get a 12! So this guy
takes [rolls 1D6 for his gun] 5 damage !
GM: he’s toast, what do you pick for your second consequence?
Howard: I blast another guy [rolls damage again], 3 damage!
GM: ok, one down, one badly wounded but they’re still coming for you! Lyria
you’re down but your gun isn’t far. What do you do?

Keep it simple Sir
Whenever a player has an advantage over his foe, he gets a +2 to his
attack roll. This should take care of 90% of the players’ tactics.

There are no armors in the 1920s setting but in other time periods the
PROTECTION offered by your armor is subtracted from the damage you

[Medieval] Leather 1
[Medieval] Mail or Plate armor 2
[Modern] Bulletproof vest 1
[Modern] Body armor 2
[Sci-fi] Bulletproof clothes 1
[Sci-fi] Tactical armor 2

Automatic gunfire
Roll 3D6 (instead of 2) but you can’t add any bonus to the roll. If any of
the dice comes a “1” your weapon is out of ammo (but still inflicts
damage on this TURN if your attack is successful).

The PC rolls 2D6+Dexterity, on a 7-: he crashes, 8-9: he manages to
escape (or reach its target) but doesn’t end in a very good position, 10+:
the chase is over, the PC escapes or catches its prey.

Other dangers
Explosions, poisons, falls, acid… They cause 1D6 up to 3D6 points of
damage (GM’s decision). The loss of HP allows you to escape from

Perception, alertness and finding clues

If the characters are looking for something they find it. If time is of
the essence, simply make a WITS roll and use the TASK rule table.

There are only three ranges: close, near and far. Shooting at a far
range is HARD and only possible with 2D6 firearms.

Social stuff
Use WITS for reasoned, well-thought arguments, WILLPOWER for
seduction or leadership, BRAWN to intimidate… And roleplay before
you roll.

Vehicle combat
The PC rolls 2D6+Dexterity, on a 7-: his enemy hits him, 8-9: they hit
each other, 10+: the PC hits its target. If we’re talking about big ships
involving a crew, go for a WITS roll (and yes, good and /or seasoned
crews give you a bonus).

Vehicle weapons do 3D6 damage. A car has 5 HP, a truck has 10 HP.
Armored vehicles can only be damaged by 3D6 weapons. A Sherman
tank would have 10 HP, a Tiger tank would have 20 HP, a big cruiser
would have 30 HP. Whatever you do, don’t go beyond 40 HP unless
you want the combat to last forever.

At 0 HP, a vehicle is destroyed or unable to move (attacker’s choice).

You start the game with [10+Willpower] SANITY POINTS. They represent
the character’s capacity to face the Horrors from beyond.


You lose SP when you face supernatural events or monsters (don’t
bother with “mundane” sources of horror). When you reach 0 SP you
have several choices:

1. Do something stupid for 1 TURN: run away in the wrong direction,

shoot randomly (and loose your ammo), abandon your friends...

2. Faint: you fall to the ground and remain helpless for 1D6 TURNS.

3. Continue to act normally: it might be a good choice, but that will

cost you. Roll 2D6 and gain a SCAR:

2. Weak heart: When at 0 HP, you die in 1D3 round.

3-4. Shell-shocked: loose 1 SP permanently.
5-7. Mark of madness: you carve into your own flesh some
ancient and occult sign.
8-9. Cosmetic change 1: Tatoo, 2: Occult jewelry, 3: White
streak of hair, 4: Red eye, 5: Eczema, 6: Skin mutation.
10. Strange scar: aches when unnatural creatures are nearby.
11. Third eye: now you can sense the active use of sorcery
around you with a successful WITS roll.
12. Revelation: You learn a spell (and, as usual in this case,
loose 1SP permanently).

Once you’ve made your choice, you get 1D6 SANITY POINTS back.

During a session, specific characters can regain (Artists) or help regain
(Psychologists) lost SANITY POINTS. Other character types regain 1D6
SANITY POINTS by enjoying their favorite activity (crosswords, bar
brawl, a chess game...). Characters regain all their SANITY POINTS
between two game sessions (if that makes sense with the ongoing


What happens when a character permanently looses his last SANITY
POINT (after learning one spell too much for example)? He becomes an
NPC. Maybe his character will go crazy or maybe he’ll become
something else... Those cult sorcerers must come from somewhere
don’t they? Or maybe the character will have to accept his true origins:
a Phase spider hybrid? A creation of the insect’s race?

Lose 1 SANITY POINTS point permanently for each spell you learn.
Finding new spells means having to find old occult tomes and
decipher them. Having your mind invaded by alien creatures may
allow you to learn a spell if you survive...

Casting a spell means opening your mind to the crawling chaos
lurking in the darkness. Make a WILLPOWER roll. On a roll of “2”, your
mind closes up to protect you. You faint for 1D6 minutes and lose the
ability to cast this spell for the rest of the session. Otherwise:

7-: lose 1D6 SANITY POINTS

8-9: lose 1D3 SANITY POINTS
10+: no SANITY POINT loss and you get maximum effect on the
spell when applicable.

Range and duration

All spells require a direct line of sight to the target (unless otherwise
noted). The duration of each spell is stated in their description (if it
isn’t, assume the effects are instantaneous).

Enemy sorcerers
When an NPC tries to cast a spell against a PC, the player makes a
WILLPOWER roll, if he fails, the spell takes effect.

Acid blood: you can turn 3HP asleep. No line of sight is required
worth of your blood into acid. to use that spell.
Does 1D6 of damage or can
dissolve something no bigger Fading memories: the targets
than a small book. forgets all interactions with you
in the last 1D6 hour(s). On an 10+
Animate mirror: you can you erase all its memories.
animate your own reflection in a
mirror. It will attack anyone that Feeding the fire: make an existing
passes near it (same Violence as flame burst by feeding it with
you, D6 damage). Lasts until your anger. Loose 1D6 SANITY
dispelled or mirror is destroyed. POINTS and inflict the same
amount of damage to all targets
Blood mark: the caster can mark near the flame.
one of his possession with his
blood (permanently loosing 1 Ghost pains: the victim feels like
HP). He always knows where the she has lost something very
object is. If the object is important and believes the caster
destroyed, the caster gets his HP can give it back. Lasts one day.
Greedy hand: one object the
Call the Id: you invoke an targets holds in its hand flies to
invisible creature made of anger. your hand. On a casting roll of
10 HP, VIOLENCE +3. 10+, the object is destroyed.

Curse of the mute: the target Guiding rat: when underground,

cannot speak. On a casting roll of this spell summons a rat that can
10+, the affliction is permanent. guide you to the nearest exit. It
must be fed 1D3 HP of blood to
Darkness: 1D6 target(s) are do so. It dies once you’re out.
blinded for 1D6 minutes.
Hellhound: turns a regular dog
Deafening scream: a horrendous into a raging killing machine (+3
scream paralyzes everyone able Violence, 10HP). If it hasn’t been
to hear it for one TURN. Children killed, it will die once the combat
and animals are killed by this ends.
Inquisition: the target must be
Dream message: send a message tied up. It is submitted to intense
to someone you know through a pain. It will answer 1D3 questions.
dream. The target has to be The GM rolls the dice. If the
caster asks more questions than

the number rolled, the victim Rotten fumes: attributes rolls are
dies. HARD for everyone near the target
(human or object). The target is
Iron ghost: makes a weapon no unaffected. Lasts 1D6 minutes.
larger than a scattergun invisible.
Spell is canceled once the weapon Serpent bones: the target’s body
is used/fired. seems to be boneless, allowing it
to escape any bonds or to squeeze
Mindshield: you can switch a into tight passages. Lasts 1D6
HEALTH POINT loss with a SANITY minutes.
POINT loss.
Shell-shock: the target is
Murmurs: the target hears experiencing all the horror of
strange voices whispering in its World War I. Roll a D6: on 1-4 the
hears, revealing its darkest target panics, on a 5-6 it goes
secrets, making her loose 1D6 berserk.
Soundkiller: all sounds in a zone
Never-ending music: the target up to 10m in diameter around the
hears a repetitive music in its caster are muffled. Lasts 2D6
head. Making all its rolls HARD for minutes.
the next 1D6 hour(s).
Soul-eater: you literally chomp
Poisonous projectile: you make your target’s soul. It drops
one projectile poisonous. The unconscious but if you get a 10+
victim dies in 1D6 minute(s) of on your casting roll it dies.
excruciating pain.
Steal life: you steal 1D6 HP from
Portal: you create a portal to a a target you touch. Your own HP
place you already know. You end cannot go beyond their
up totally naked on the other maximum.
side. Other people must roll a D6.
On a 6 they disappear… Tongue thief: you can speak
through the mouth of your target.
Red trap: the casters make a small You’re limited to six words.
pool with his own blood (loosing
2 HP until the spell is canceled). Withering: your target has the
Anyone stepping in the pool strength and vitality of a 90 years
cannot move farther. old for the next 1D6 hours.

A collection of human antagonists to wreak havoc on the characters.

Attack dog 3 - Bite (D6), Pounce (end up on your ass)
Predator 10 - Bite, claws, whatever (2D6)
Civilian 5 10 None
Corrupt cop 10 10 Gun (D6), Truncheon (6), Shotgun (2D6)
Cultist 5 5 Dagger (D6), Gun (D6), Scattergun (2D6)
Cult leader 10 - Dagger (D6), Gun (D6), Sorcery (2D6)
Gangster 10 10 Baseball bat (D6), Gun (D6), SMG (2D6)
Foreign spy 10 10 Knife (D6), Gun (D6)
Soldier 10 10 Rifle (2D6), Bayonet (D6), Grenade (3D6)
Sergeant 15 10 SMG (2D6), Gun (D6), Grenade (3D6)

These are specific consequences that can occur when a PC gets a 6- or
a 7-9 on his attack roll.

CALLING FOR HELP: if help is near it will arrive in 1D3 TURNS.

CAST A SPELL: a sorcerer may know up to three spells.
FRENZY: +2 to damage.
OBVIOUSLY DERANGED: screams, horrifying appearance… The PCs
actions will be HARD on their next TURN. Usable once per combat.
SACRIFICE: the NPC takes all the damage meant for another target.
SUICIDE ATTACK: the NPC blows himself up. All targets close to him
take 2D6 damage.

A few monsters to grind the characters’ sanity.


Abyssal 15 Water tentacles (1D6), Water teleportation,
Carrion bird 5 Beak (1D6), Distract, Infection
Dying light 30 Absorb life (1D6), Watch the Void
Ghoul 15 Any weapon, Infected bite, Face stealing
Idea from beyond - Host, Tongue Twister
Human replica 15 Unnatural strength (2D6), Break weapon, Walking on walls
Memory hound 15 Bite (1D6), Iron grip, Pounce
Phase spider 20 Telepathic surgery (1D6), Petrifying gaze
Shoggoth 40 Tentacles (2D6), Adapt & Prevail, Absorb & Learn
Weapon golem 30 Guns & Blades (2D6)

When the characters face one of these horrors for the first time, they
must make a WILLPOWER roll.

7-: lose 1D6 SANITY POINTS

8-9: lose 1D3 SANITY POINTS
10+: no SANITY POINT loss and you get +1 to your rolls against
the creature (damage included).

And here are a few actions these monsters can make during their turn
and that the GM can use as consequences during combat.

Creatures made of living water, crawling in the darkest pits of our
oceans and seas. They can possess someone by literally entering the
host’s body (killing him in the process).

WATER TELEPORTATION AND ATTACK: Abyssals can teleport between any

body of water in sight, even a puddle.
WATER TENTACLES: Abyssals can manipulate water tendrils that can
grab a character or whip him for 1D6 damage.

Carrion bird
These telepathic birds are able to absorb human minds which slowly
become mad when they become stuck in a bird’s brain. To get rid of
the infection you have to find the creature that infected the birds in
the first place, living in some far away forest. Probably monstrous,
feeding on human minds and protected by a flock of carrion birds.

DISTRACT: the birds inflicts a -2 to your next roll.

INFECTION: roll BRAWN if you’re hit. Failure means you now see
through a carrion bird’s eyes during your sleep. In one week your
mind will be stuck in the bird while your body dies.

Dying light
Born at the center of the universe, seeking life to bring it back to the

ABSORB LIFE: every living thing in a 10 meters radius around the light
looses 1D6 HP. The Light gains the same amount (without going over
its maximum).
WATCH THE VOID: anybody looking at the Dying light sees the void at
the center of the universe and looses 1D6 SP.

A few men have achieved eternal life by feeding on the flesh of others.
But with each victim’s flesh, the ghoul also gains their memories,
slowly, but surely slipping into madness, their own voice crushed by
the weight of the lives they stole.

INFECTED BITE: targets rolls BRAWN if hit. If it fails, next time its HP
reach 0, roll a D6. 1-5: it automatically dies, 6: it becomes a ghoul. To
get rid of the infection you must eat a ghoul’s heart (and permanently
loose 1 SANITY POINTS in the process).
FACE STEALING: the ghoul memorizes your face and can now take your
appearance at will.

Human replica
An unknown race lives in our distant future. They send replicas in the
past to record our history and our fights with the Old Ones.

BREAK WEAPON: succeed at a DEXTERITY roll or the replica will break

the weapon you’re holding.
WALKING ON WALLS: the replica can attack from virtually any

Idea from beyond

These ideas may be found in ancient tomes, in a recording, engraved
in some ancient caves. They are self-aware and only want one thing, to
propagate. For each week you are infected with an idea, loose 1 point
of WILLPOWER. You die when you reach 0. How do you get rid of an
Idea? You have to forget it. Depending on the era you choose to play, it
can go from ECT (electroconvulsive therapy) to advanced
psychosurgery. Suffering a wound that brings you to the brink of
death (0 HP) might work too.

HOST: Roll WILLPOWER, if you fail, the Idea uses you has a host, when
you talk, you have 1 in a 6 chance to infect those who listen to you.
TONGUE-TWISTER: Roll WILLPOWER, if you fail, the idea infects you
and it wants you dead. It will make you say the truth when it’s most
inconvenient for you.

Memory hound
Memory hounds can be created by sorcerers. Any character who has
killed another human being can become the target of a Memory
hound. It will look like a dog with the face of the individual the
character has killed.

IRON GRIP: once a Memory hound has bitten you he can choose to
hold you, automatically inflicting 1D6 damage each round. Hitting the
hound becomes EASY though.
POUNCE: the target’s ends up on its ass, dropping what it had in hand.

Phase spider
A humanoid creature with a spider’s head, phasing in and out of our
plane of existence. Phase spiders come to Earth to study us,
performing strange and sometimes gruesome experiments. A few
humans act as their servants, being granted knowledge and power in
exchange for their obedience.

PETRIFYING GAZE: the spider’s many eyes paralyze you for 1D6 TURNS.
TELEPATHIC SURGERY: inflicts 1D6 damage.

A weapon created by a now extinct race to wage war against the Old
Ones. It failed and destroyed its creators.

ADAPT AND PREVAIL: using one TURN to adapt, the shoggoth becomes
invulnerable to one of the characters weapons (firearms, explosives,
blades, etc.).
ABSORB AND LEARN: the shoggoth grabs you. It will absorb you in 1D3
TURNS unless you’re freed (at least 10 point of damage inflicted to the

Weapon golem
A creature made of guns, rifles and blades. Each weapon has been
used to killed someone. The golem seeks to avenge the victims, but
they are so many of them that it has gone crazy and attacks everyone
in sight. The golem can only be killed with explosives or with the
blood of a murderer (10 HP worth of it).

ABSORB WEAPONS: the PC’s weapon joins the golem’s mass, giving him
back 3 HP.
DEVASTATING FIRE: the golem fires in all directions. All PCs are hit and
lose 1D6 HP. Once per combat. The golem then relies on melee

No one knows how the Old Ones ended-up on Earth. No one even
knows if they have any physical form or if they’re just malignant, self-
aware ideas. They have many names in many different cultures. One
thing is sure though: we can make them powerful. As any idea, they
want to spread among us. To what goal? No one knows. The only thing
that is certain is that the more their power grows, the closest we, as a
species, are to extinction.

The Old Ones have no statistics. The characters will never face them
directly. They cannot be killed, only delayed. Their servants can be
stopped though and their power kept in check, at least for some time.
As long as they are fought, Humanity may have a chance.

The description of each Old One comes with three examples of

followers: one set in the Middle Ages, another one set in modern times
and the last one is meant to be used in a science-fiction setting.

A note on cultists
Some cultist have consciously chosen to become a servant of an Old
One, but the vast majority has become so unwittingly. Their
weaknesses have made them vulnerable to the influence of the alien
gods. Avoid to make them too one-sided, unless you want a short
session of cultist bashing, which, to be fair, can be pretty fun.

Desire is a sin, hunger is an abomination. For the universe to be
perfect nothing must be craved or missed. Every desire must be
fulfilled. For then desire will cease to exist. The Feeder will indulge
you, he will flood the void inside you until you drown in your own

Why do cultists follow it? Those who think that something vital is
missing in their life will become the prey of the Feeder. Those who
serve greed will become his servants.

Sisterhood of Hope: sometimes it feels like there’s no hope in this
dark ages. The sisters will bring hope and joy. So much joy that you’ll
forget about everything else. You and your family, dying of thirst and
hunger, a smile of bliss on your face.

The Water of Life: bootleggers smuggling moonshine infected with a

parasitic alien intelligence, slowly creating a hivemind. It is not alone
though and those hiveminds will fight each other until one emerges
victorious and so allowed to conquer the rest of the world.

Eden Corporation: providing only the best communications devices.

A very small percentage seem to be able to read its owner’s mind,
slowly driving them to madness and murder through fake messages
and redacted news feed.

Everything comes to an end. The Grinder makes sure of that. Every
castle is made of sand, nothing lasts, everything will die a slow,
unavoidable death.

Why do cultists follow it? Those thinking life has no meaning can hear
the call of the Grinder. If life has no meaning, you can help put an end
to it and spare everyone the misery of a meaningless existence.

Servants of the plague: victims of the plague who do their best to
spread it, as though the illness had a mind of its own.

Nurses of Mercy: why suffer when a quick injection can make it all go
away? They don’t bother asking if that’s what you want and they have a
pretty loose definition of suffering.

The Compassion Movement: the ability to store and download the

human mind will make monsters out of us. This industry must be
destroyed, its enablers must be killed and its users must be cleansed.

The thing in the wild that is indifferent to mankind. Its tendrils are the
cold, the heat, the void, thirst and hunger. It’s the thing ripening your
spacesuit or the loneliness driving you crazy. You’re the intruder.

Why do cultists follow it? Those living in harsh conditions, apart from
civilization often worship the Howler just to be able to survive. To do
so, they must take care of other intruders…

Followers of the Blood God: the invaders must be repelled at any cost.
We’ll hide beneath the hills, and inside the mountains. We’ll hunt
them in the forest and burn their homes. We’ll gorge on their blood
until the cries of their own children send them away from our land.

The First Born: descendants of the first settlers still think of following
immigrants as vermin whose population must be kept in check.

The Frontier: humanity is a virus who has to stop spreading to other

worlds. Worlds who could develop other lifeforms if not for our
meddling. Colonization has to stop, by any means.


The perfect and sickening rhythm of the universe, like the drums of
madness, sending your mind into the black hole at the center of the
universe. He shows you all you want to learn and then you understand
nothing has any sense.

Why do cultists follow it? Those who seek knowledge above all else can
be seduced by the drumbeat of the Mad Dancer.

The carnival of lights: come to the carnival! Come and see the
marvels of the Orient! Learn the mysteries of the universe! Hear the
true Word of God! There’s a light inside your head now, and the light
must spread. Those who refuse to see will be set on fire.

The blinking prophet: there’s a man that only some of us can see. He
offers knowledge of the future but he only gives the knowledge of
one’s death. He can save you if you kill someone else, someone he has
previously visited. The killing will go on, until someone enter the
prophet’s dimension and kills him.

The Departed: a small group that sent copies of their minds into the
Void between the stars, like a radio signal, to seek out new life. Those
minds have reached something alien, cold and dark. It made the
Departed mad and now it sent them back to us. It needs more toys to
play with. What’s wrong with that? These minds are only copies after
all, even if they suffer all the same.

You notice the influence of the Stranger when things don’t add up.
When people start hearing voices in their head. When you notice
something that sets you part from the rest of Humanity. Until you
become a stranger to yourself and scream at the darkness.

Why do cultists follow it? Because they feel they don’t belong. And this
feeling now empowers them.

The Orphan army: child crusaders, hunting heresy wherever they see
it, using fire, blood and iron.

The Utopians: life isn’t easy when you’re too intelligent for a stupid
world. Fortunately you have found others like you. You’ll change the
world. Slowly, but surely. Getting rid of the morons, preventing them
to breed and make them kill each other.

The glitch: a small computer error that ruins your life, then points
you to those who might be responsible, hoping that you’ll prove that
you are, indeed, a threat to society. This is what happens when an AI
thinks it can prevent crime.

It’s life growing without meaning or reason, eventually destroying
itself, like a cancer.

Why do cultist follow it? Because life, any life, is better than death. You
will save your loved ones, even if it means losing your mind.

The Healer: wherever he goes, the blind can see again. But the things
they now see make them mad. So they want to spare the horror to the
rest of us, by gouging our eyes.

The Golden Nursery: the world needs babies. It needs kids. So take
useless women and make them fulfill their sacred duty. Again and
again, until they die. Look at the smiles on this adopted kid’s face, it
was worth it ain’t it?

The Last Supper: when you’re capable of growing bodies in vats,

cannibalism is just another experience available to the rich and
powerful. The ultimate pack from this illegal company comes with a
mind that screams in agony during the meal. The ghouls can now
thrive, unchecked and no longer hungry.

The Old Ones dream and in their slumber they have created a world.
A realm where visions of their alien worlds, the memories of their
victims and the creations of a few daring dreamers have coalesced in a
land made of wonders, weirdness and nightmares, with silver moons,
alien skies and familiar places taken from human history, but rebuilt
by the feverish imagination of a mad architect or a lost poet. It is a
place where the power of the Old Ones is weaker but where no one is
safe. All kinds of creatures live here, all of them intelligent and able to
talk, some merely strange, a few incredibly dangerous, all created by
the Old Ones.

Once the characters are known to the Old Ones, they’ll start
appearing in the alien creatures dreams. These dreams will believe
they’re the true characters but they’re just creations of the Old Ones.
Of course, the players don’t need to know that…

In this strange lands, the Old Ones are merely the spectators,
enjoying the stories that take place here. Who knows what brave
minds could create here, bending the dreams of ancient gods to their
will, praying for their slumber to be eternal...


A ritual allows you to enter the Old Ones dream. Learning the ritual
causes the permanent loss of a SANITY POINT. You must determine a set
amount of time you’ll spend in the dreamworld. If you don’t, you’ll
have to make a WILLPOWER roll to awaken. If you fail this roll your
body goes into coma and you’re now a permanent resident of the Old
Ones unconscious.


Medieval cities lit by gaslight, balloons used to travel between cities,
sailing ships racing alien vessels appearing to be made of solid water…
This is a place where the GM can let his imagination run wild. Things

appear and disappear all the time, nothing is fixed except for a few
places. Rules don’t change here. If a character dies in the dream, he
dies in the real world as well.


A few places to get your adventures started beyond the walls of sleep.

The Iron plain

A vast plain covered in flowers made of brass petals. Here live those
who were killed during the Great War (or any global conflict,
depending on the era you play in). Shell-shocked veterans and dead
poets haunt the place, unable to leave their trenches. Predators made
of different war machines parts stalk the land, preying on any intruder.

The City of Hundred Summers

A magnificent city and a majestic port, existing in what seems to be an
eternal summer. Bustling with apparent activity (a patient observer
will notice most inhabitants are in a loop, none of them is “real” unless
talked to). This is a place of vast knowledge. You have to pay things
with tall tales, scientific discoveries or algebraic formulas (a WITS roll
should cover that). Many people, animals and even things have
something to tell here so there are many things to learn if you’re
polite. This means the character can get information about the lay of
the lands, its dangers and the people they may need to see here.

The Emporium
A walking store, traveling across the Old Ones dream lands. Anything
that has been lost can be found here. Of course, you must give
something in exchange and it doesn’t have to be yours. Be ready to
meet some thieves.

The Salesman here is a machine, a robot. If you kill him another one
will take its place. If you steal something here, prepare to be stolen as
well (as he awakens the character looses something valuable, it may be
an object or even RESOURCES).

The Flying fortress
A monstrous WWII-like bomber the size of a city. Hundreds of
pigmen wearing military uniforms live aboard the ship, still thinking
there’s a war down below. They still for the order to drop their cargo: a
weird looking atom bomb. Anyone coming aboard will be treated as a
spy but some of the pigmen start to doubt their captain and their

A forest of Willows
A vast and sinister forest, unsympathetic to Humanity. It feeds on
pain, anguish and suffering. There are no monsters or animals here,
only trees and their shadows, feeding your nightmares, giving them
form in your mind’s eye. The roots of the trees go deep and they can
tell you a lot of things, or open a way to a specific place of the
Underworld (see below). There will be a price to pay (in SANITY POINTS,
HEALTH POINTS or maybe even consume one of your spells or

The Metal Lake

A great lake made of what seems to be mercury. Anyone sleeping near
has his dreams (or nightmares) played out on the surface of the lake,
given substance by moving and living metal.

Mount Autumn
The highest peak of the land (for now…). It features a stairway leading
to the top, where people, animals and strange creatures have built
their homes. It is said that those who reach the top may rule the
dreams of the Old Ones. Of all that climbed the peak past the ever-
present clouds, none has returned.

The Golden sea

Where explorers live on ships they’re not able to leave for more than a
day. Some hear the sea talking to them, leading them to new parts of
the dream or to their doom. Things are ever-changing here and only
lands with deep roots in the Underworld can last.

Ta’lab: the silver moon
A place where the Spider people try to map the dreams of the Old
Ones. Some hope to find a way to destroy them, others to control the
dream and make it a land where the insect race will be able to survive.
The Moon itself is a sentient being who still remembers how the Old
Ones destroyed its stellar system. So far, no one has heard her story.

The talking blizzard

There’s a strange blizzard blowing in the northern parts of the Dream
Realms. One can hear the voice of people long gone or living in far
away lands. By following the voice you may reach them but some
monsters wait in the blizzard impersonating your loved ones to draw
you to them. A few guides know that the only “true” voices you can
hear are those of people who have a good reason to hate you.

The Underworld
A maze of endless galleries punctuated by gigantic and abandoned
underground cities. Home to the nightmares and the deepest secrets
of the Old Ones. A place of peril and forbidden knowledge.

The Vertical garden

A tower made of alien sentient plants and trees coming from all the
place the Old Ones have corrupted or destroyed. Each terraces have
their origin on a different world and they’re all at war. These plants
know a lot things but if you want to learn them, you’ll have to take a
side in their war. When you’ll see vines choking and breaking a tree
the size of a building, you may realize it could be a bad idea...


There are no great dreamer from Earth who built his palace out of
thin air. Legends of those realms are still to be written by the
characters. Don’t be shy, this is a land of dreams, go big.

Characters get 1 experience point (XP) per game session. This
progression allows the characters to complete their full potential in 40
game sessions. Basically one year of gaming with weekly sessions and
some space to play other games. If you want things to move a bit
slower, it’s 1 XP per adventure. Faster? Get one advancement for each
XP you get.

2 +1 Resource
4 +1 to one attribute (maximum score is +3)
8 +1 Resource
10 +1 to damage
18 +1 Resource
22 +1 to one attribute (maximum score is +3)
30 +1 Resource
35 +1 to damage

Please note that after character creation, HP and SP do no go up if you

increase your character’s BRAWN and WILLPOWER scores.

For now, a random collection of Resources the characters can gain
during their progression. It may be ABILITIES, CONTACTS or OBJECTS.
GMs are encouraged to pick what they want from this list and make it
their own so it is more consistent with the kind of atmosphere they
want at their table. Having the DUAL WEAPON ability in a game
centered around college professors wouldn’t make much sense.

Each resource can only be taken once unless otherwise noted. Don’t
forget that you don’t need to strictly follow the experience table. If it
makes sense for a character to acquire a particular resource during a
session, give it to him.

Close combat: you now inflict 1D6 damage with your bare hands.
Dual weapons: you can wield one 1D6 weapon in each hand. Roll 2D6
for damage and keep the best one.
Expert: re-roll any “1”s you get when you have to recall or use a
specific knowledge (doesn’t apply to combat-oriented tasks).
Iron will: you can re-roll a failed WILLPOWER roll once per session.
Hard-boiled: when down to 0 HP, roll 1D6+1 to see how long your
survive (1D3+1 if you have a weak heart).
Meditation: get +2 to any die roll, once per session.
Monster hunter: get +2 damage against unnatural horrors.
Sharpshooter: works only with rifles. Re-roll any”1” you get on your
Silver tongue: re-roll any”1”s you get when trying to persuade people.
Used to the horror: get +1 when rolling for SCARS after loosing all your

Crooked surgeon: he gives you 1D6 HP back when you rest for 1 hour
at your house and he gives you access to drugs.
Gangster: if you need some extra muscle... 1D6 thugs lend you a hand
for one combat. Cash is expected.

Lawyer: he can help you if your investigations lead you into legal
Movie producer: you never know when you’ll need a bunch of
cameras, a few comedians and make-up artists.
Occult librarian: he can find you the location of a book you look for.
Pilot: he has a plane and can get you where you want once per
Police officer: gives you access to police files.
Smuggler: need to get a strange looking book or some weapons
through customs? He can help you with that.

Ancient healing ritual: you can sacrifice 1 SANITY POINTS permanently
to remove one of your SCARS.
Assyrian amulet: this amulet can dissipate a spell targeting you if you
roll a 5 or a 6 on a D6.
Favorite weapon: when you hit someone with this particular weapon
and get at least one “6” on one of the dice, you hit your enemy in the
face! Add 1D6 to the damage.
Forbidden tome: contains one randomly selected spell. Some people
want that book back.
Hideout: you have a place you can go to which no one knows about.
Typewriter: if you type a short story or an article about the horrors
you’ve seen, get 1D3 SANITY POINTS back (it takes 1D3 TURNS to do so).
Weapon upgrade: one of your weapons gets +1 to damage. You can get
multiple upgrades but each of them must apply to a different weapon.

Here you’ll find some advice to help the GM run his game.

The game uses TURNS. At the table, a TURN represents a table turn, in
the game world, this TURN may represent a few seconds, hours or days,
depending on the situation.


As a GM, your job in RATS IN THE WALLS isn’t to scare the players, it’s
to create conditions that will allow them to get scared if they wish to. As you
may have guessed, that has some implications at the table.

Players can be distracted, tired or not in the mood for horror this
particular night. That’s fine, don’t try to shove horror down their
throat. As a GM though, you can even things out by sticking to your
role as a facilitator. Keep building the mood you’re looking for by
playing your NPCs and describing the world no matter what the
players throw at you. As a GM you are a beacon, an anchor, not a
tyrant. Allow humor (but don’t encourage it), allow the players to relax
(but keep the pressure on in the game)… Because when you’ll hit them
back it will be twice as hard. Horror comes from contrast.


Horror can be created by creating a contrast between the weird and
the mundane. A crowded city street where everybody is silent and
looking at the characters, a beggar who talks like an Oxford alumni, a
room that is cold in the middle of a heatwave… It’s your descriptions
that will set the mood for the players.

Descriptions should be short and on point, leaving enough room for
interpretations. “Show don’t tell” means you don’t describe anything
as being “strange”, “weird” or “fascinating”, just describe what the
players see (or hear, or smell or touch) and let them draw their own
conclusions. One of the main fuel of fear is imagination. That’s why
“Fear of the Unknown” works. We have a natural tendency to fill in the
gaps. As a GM you sow the seeds of horror but it’s not up to you if they
take root.


If every NPC the character meets is a douchebag, if the world around
them is just a pit of abysmal despair, the arrival of a monster will be
perceived as relief: “Oh yes! At least, something we can fight!”. Don’t forget
that the characters fight back because they think the world is worth
saving. Allow them to see that: give them something to save, worthy
enough for them to risk life and sanity on a regular basis. Some
players will even come with their own ideas on the subject.

Anything that is aimed at the player (NOT his character) is, well, a
cheap trick. Suddenly yelling at the players to create a jump scare will
grow old very fast. Use these tricks sparingly. I point you to the first
rule: your goal is not to scare anyone, just to create an atmosphere that
makes fear a possible outcome.


As its name implies, RATS IN THE WALLS draws heavily from the
writings of HP Lovecraft. It doesn’t mean you have to get everything
from his stories whole cloth. As the old saying goes, “familiarity breeds
contempt”. So, my advice on the subject:
_don’t overuse Lovecraft’s creatures names.
_don’t use random syllabs to create “Lovecraftian” sounding names
for every creature the characters face. Leave most of them nameless.
Let the players build their own “Mythos” based on what they find.

_twist and distort Lovecraft’s creations, leaving just enough familiarity
to deceive your players. Give them something they think they know
(“Oh it’s just a Deep One”) and then pull the rug under their feet (“What?!
It teleports?! We’re all gonna die!”).

Though RATS IN THE WALLS is inspired by the writings of H.P
Lovecraft and his take on cosmic horror, it doesn’t aim to emulate
them. Lovecraft’s stories are mostly about nondescript characters
whose minds are shattered by cosmic horror.

On the other hand, RATS IN THE WALL is centered on the characters

and their fight to keep cosmic horror at bay. As you can see, the logic
behind each medium isn’t the same. This is not a game about
powerless people waiting for a final revelation to destroy them.

This is a game about people giving a shit about the rest of the world
and fighting an uphill battle to save it, or at least buy it a little more
time. It’s hard and many will die or end up crazy but they won’t give
up. This is enough to give sense to a meaningless universe.

“By learning the sufferings and burdens of men, I became aware as never
before of the life-power that has survived the forces of darkness, the power
which, though never completely victorious, is continuously conquering. The
very fact that we are still here carrying on the contest against the hosts of
annihilation proves that on the whole the battle has gone for humanity.“

Helen Keller, Out of the Dark

Investigations are a great tool because it allows the characters to be the
artisans of their own demise.

So here’s how you can create an adventure for RATS IN THE WALLS. Of
course, this just one way of doing it, not the way. Take what you need
from this section, look into other games but more importantly, try to
remember and articulate how you do it. Create your own method.

Just don’t forget that this isn’t rocket science. As with many other
activities you get better at it with time and practice but it’s not that
difficult. Have you ever played or GMed a dungeon crawl? Characters
move from room to room and find clues about the rest of the
dungeon. Once they have enough clues they can find the dragon
hoard/the exit/the MacGuffin.

An investigation-based adventure is a bit like a dungeon except

rooms are NPCs and lies replace traps. Once you’ve gathered enough
clues, you conclude your investigation. I know, it sounds too simple
but there isn’t really much more to it. The devil, as you know, is in the

Step 1. Know the characters

The main obstacle for your first session is to find the reason why a
random set of characters stick together to face horrors from beyond.
Here are a few propositions:

Movie crew
Federal agency
Detective agency
Insurance company
Former asylum patients
Former cultists
The Mob

Step 1b. Read the notes of your last game
If this isn’t your first game, pay attention to what the characters did
and see if they left some unfinished business or attracted the wrong
kind of attention. Maybe the characters even have something planned.

Step 2. Names, names, names

Make a list of names. Really, this will save your life. Don’t go
overboard though: 12 names (6 males, 6 females) and you’re good to

Step 3. Choose a place

Make it small! Even if you pick a city, simply go for a neighborhood
(Red Hook anyone?). Some examples:

Village Asylum
Research station College campus
Neighborhood Archaeological site
Penitentiary Cruise ship
Military base Museum
Religious community Holiday resort

As you can see, just by choosing the place you see what kind of NPCs
the characters will meet and how their surroundings will look like.

Small places are very good for two other things as well: first is
isolation, one of the main ingredient of horror, second is proximity
with the victims.

Then create five locations related to that place:

One place where the investigation will start.

Three places for your major NPCs and clues.
The monster’s lair.

Step 4. Pick a monster
Human monsters are also a perfect fit, you don’t need to introduce an
alien horror in every game session. Whatever you choose, your
monster must have objectives. These are the objectives the characters
will have to fight and it will allow you to see what type clues the
monster lefts behind him. Here are a few examples:


Destroy Missing persons, arson, new drug
Corrupt Hate crimes, apathetic authorities
Invade Disappearance, new neighbors
Upgrade No crimes, too quiet, too perfect
Replace “This is not my husband/wife”
Study Amnesia, nightmares, strange scars
Consume Failed crops, apathy, illness

Step 5. Who are the victims?

What are the monster’s target(s)? You can stay vague (the population of
X) or be more precise (the last heir of the Winstern family). In both
cases you’ll want the potential victims to be represented by some
NPCs as this will make the horror more personal for the characters.

I go with one NPC per locations I’ve created. It can represent a group
of people (a family, a union, a squad…) but one detailed NPC is
enough. I would not advise creating more than five NPCs for a one-
night session.

Of course, one possibility is to make the characters the victims from

the get go. It’s quite effective, as the characters are pretty much forced
into action but it can grow old pretty fast in the long run. Still, it’s a
perfectly valid set-up, especially for one-shots and Con games.

Step 6. Creating NPCs
First I think of the NPC function: sheriff, banker, school teacher,
hobo… Then just pick:

A character trait: arrogant, shy, well-spoken, loud...

A physical trait: piercing eyes, big beard, red-headed, broken
Its relations with the monster: victim or accomplice.

At least one NPC should be likable or at least have a redeeming quality

(that can be discovered through play). If all your victims are selfish
arrogant morons the characters probably won’t bother saving them.

Step 7. Create a Weirdness list

Just make a list of a few weird things the characters may notice during
their investigation (I go with three to five things). Once again the kind
of place you chose should give you plenty of pointers.

Pervasive stench One color is absent

Light Screams at night
Silent birds No music anywhere
No elderly people No ones ill, ever
People always smiling Diseased animals
Burnt official building All streetlights off

Try to make these weird moments pop-up in response to a character

action (looking for something, observing his surroundings, etc.) rather
that dropping them out of the blue on the players.

Step 8. Create trigger events

This is all about the pacing of your session. In investigation-based
adventures, characters go see people, find clues and piece them
together. This can lead to a lack of rhythm if not downright boredom.

The goal here is to create event that are triggered by a specific
characters’ action (usually finding a clue or going to a place where they
can find one). The type of event depend on the NPCs:

Victims don’t like the investigators meddling or decide to take

action in a foolish way.
Accomplices of the monster try to divert the investigators,
silence victims or take more aggressive actions.
The monster tries to fulfill its objectives faster or takes action
against the characters.

Of course, these event can give additional clues to the characters. The
main role of these events is make players understand that if they
spend too much time messing around, bad things will happen. People
will suffer and die.

As a rule of thumb, having one event per location works well. They
don’t need to be tied to the location though.

Step 9. Putting it all together

Find a way to organize all this information so you can access it easily
while playing. For instance I like to put all this info on a two page
spread in a medium -sized notebook so I have only one document to
use during play. Your mileage may vary, find what works for you.
Whatever you do, don’t forget to have the players and characters’
names immediately accessible.

Step 10. Don’t forget the handouts

These can do marvels for the mood of your game. You don’t need tons
of them and you don’t have to spent hours on them. A letter, a few
images grabbed on the net and printed on index cards (look at the
Index Card RPG to see how it can be done) is enough. You can leave
them on the table (or use them online) and they’ll help build up the
mood you’re looking for.

Another thing to take into consideration : the mechanical aspects of
your NPCs, locations and events. Don’t skip on that or all your
locations will start to look the same despite your descriptions.

How can the places and NPCs influence some of the characters
actions (hiding, running, lock-picking)? How many exits does a
specific building have? How far are the NPCs reinforcements? If the
characters can find a car, what kind of car is it? What weapons are the
antagonists carrying? If I had to make a list:


Name Descriptors Trigger
Traits Exits, Height... Descriptors
Attitude Who’s there? Who’s involved?
Stats Combat influence Time limit?
Gear EASY/HARD tasks? Consequences?
How many? Clues? Clues?

All these details will make each locations and NPCs different from
one another. The rules are light enough to allow you to do that
smoothly. If you skip this part the whole investigation may end up like
a string of grayish, nondescript places where faceless goons
occasionally have a static shootout with the characters.


Plan only one investigation at a time. Don’t get carried away into
building a globe-spanning campaign with the fate of the world in the
balance right away. Plan each session like it’s the last one, don’t pull
punches and let your players be amazing and pop a round in that NPC
who was supposed to be invincible. After that, build your next game
on the smoldering ruins of the last.

As you probably know, RPGs are mainly a conversation between the
GM and the players. One of the things driving this conversation are

Players ask questions to get information. They need it for mainly three

To help them make a decision

To get an advantage over an enemy
To immerse themselves in the game world

Although you’re here to give them answers, as GM you also have to ask

To know what the players want

To know how the world reacts to their actions

Some of these questions are answered by the game system (“You fail
your attack roll, you’re hurt”), others by your gm notes (“yes there’s a police
station here”) and finally you have to improvise the rest. Which is great
because it means your players are creative and lead you to unexpected
places. Enjoy that.

So basically, improvising means answering players’ questions to help


Make a decision
Get an advantage over an enemy
Immerse themselves in the game world

So it’s easy to see that the best answer is often “yes” unless the question
is utterly stupid.

Creating NPCs on the fly
This is quite easy. Players want to see someone you haven’t think of.
It’s alright because you know they need to see that NPC to get
something specific from him.

So they basically give you the NPCs function and the potential
information or help he might give. Its location can be easily derived
from its occupation. The only thing you have to find yourself is 1) a
name, 2) one physical or mental trait. 1) is already taken care of
(remember that list of 12 names you wrote?) and 2) is easy if you take
notes while reading books, watching movies or commuting.

The session has ended but your work as a GM hasn’t. We’ll make this
short: 1) before they start gnawing at your legs, give every player 1 XP,
2) Take notes! This is one of the few ironclad rules we’d like to enforce.
These notes will help you create your next adventure. Make sure you
keep track of:

The characters’ success(es) or failure(s)

The character finds
The characters’ follow-up plans
The NPCs’ attitude towards the characters
The NPCs you had to create on the fly

The Middle Ages last for 10 centuries, so you may want to narrow
things down a little. Some popular choices: the end of the Roman
Empire, the Crusades, the Hundred Years War. The same way you pick
locations, keep things narrow. The characters will probably investigate
a threat to their native village, or be the witnesses of some gruesome
horrors in the woods of Azincourt. Keep things simple and centered
on the characters. Grab a book like the Time Traveler’s guide to Medieval
England by Ian Mortimer and A Distant Mirror by Barbara W. Tuchman
and take a few notes.

But to get you started we suggest the following set-up: characters are
former crusaders coming home (after the ninth crusade). That way all
characters have something in common and they don’t really know
what they’ll find on their way home. You can fast-forward and start
directly with the characters at home or you can use the whole trip
back as a pretext for a Lovecraftian Odyssey.

Of course you can ignore the “Crusade” part and just use the regular
reputations. It just shows you how you can adapt character creation to
fit your setting or campaign set-up.

BARBER-SURGEON: you can patch-up wounds and restore 1D6 HP.
BLACKSMITH: you can repair most things in 1D6 minutes.
COOK: sharing a good meal you made gets everyone 1 SANITY POINT
EXECUTIONER: people avoid provoking you.
HERBALIST: you can make balms and salves to cure illnesses and
HUNTER: you’re good at tracking prey in the wilds.
Minstrel: you can make a small crowd focus its attention on you for
one hour.

PEASANT: a life of hard work gets you +2 HP.
PILGRIM: you always know something about the places you travel
SAILOR: you know how to steer a ship and how to use stars to
navigate.Shepherd: you can’t be surprised in the wilds.
SELLSWORD: during a combat turn, you choose when it’s your turn
to act.
THIEF: you pick locks in 1D6 minutes and are pretty good at picking
pockets too.
WATCHMAN: few things elude your attention once you’re in a city.

ANGEL OF DEATH: re-roll any “1” you get on your damage dice.
Inflict 1D3 damage to one ally if you do so.
BATTLE-HARDENED: get +1 to your SCARS rolls after loosing all your
HEALER: anyone you help survive gets +2 to its SCARS roll when
checking for SCARS.
HAUNTED: your own nightmares are a shield against the Horror.
SANITY POINTS losses are reduced by 1 (except when learning a spell).
PENITENT: inflict yourself 1D6 damage, get all your SANITY POINTS
back. You cannot heal yourself for one day.
PLAGUE SURVIVOR: you get +2 to BRAWN rolls when resisting
illnesses and infections.
SAPPER: you’re very good at finding your bearings underground.
SQUIRE: you know how nobles behave. You get a mail armor and a
2D6 sword.
TRANSLATOR: you speak and read WITS+1 languages, including your


Shields will be splintered

A shield can negate one attack but is destroyed in the process.

A collection of human antagonists to wreak havoc on the characters.

Regular folk 5 10 None
Constable 10 10 Gun (D6), Truncheon (6), Shotgun (2D6)
Cultist 5 5 Dagger (D6), Gun (D6), Scattergun (2D6)
Cult leader 10 - Dagger (D6), Gun (D6), Sorcery (2D6)
Brigand 10 10 Baseball bat (D6), Gun (D6), SMG (2D6)
Foreign spy 10 10 Knife (D6), Gun (D6)
Knight 15 10 Sword (2D6), Shield (can negate 1 attack)
Mercenary 10 10 Rifle (2D6), Bayonet (D6), Grenade (3D6)
Sergeant 15 10 SMG (2D6), Gun (D6), Grenade (3D6)

These tactics can help you go beyond the “I go/You go” humdrum of
combat and are totally optional. If you plan to use them I suggest you
select at least two of them for each NPC (or group of NPCs) the
characters may have to fight.

CALLING FOR HELP: if help is near it will arrive in 1D3 TURNS.

CAST A SPELL: a sorcerer may know up to three spells.
COVERING FIRE: the NPCs get +2 to their DEFENSE.
FRENZY: +2 damage. Enemies automatically hit the NPC.
OBVIOUSLY DERANGED: screams, horrifying appearance… PCs must
succeed at a WILLPOWER roll or all actions will be HARD on their next
TURN. Usable once per combat.
SACRIFICE: the NPC takes all the damage meant for another target.
SUICIDE ATTACK: the NPC blows himself up. All targets close to him
take 2D6 damage.