APOTHEOSIS: TABLE OF CONTENTS

Pg. 6
The DARK LORD THE BASICS
GAMEPLAY Pg. 18

MAGIC Pg. 32
Layout and Design: Adrian Lumm
CLASSES Pg. 44
Artwork and Photography: via Canva
ITEMS Pg. 52
Acknowledgements: This game was heavily inspired
by the Dark Souls series as well as Bloodborne and GM SECTION Pg. 66
Elden Ring.
ENEMIES Pg. 82

”Go now, Undying! Vanquish the Great

Lords. Restore these cursed lands to the
golden glory that was once shared by all,
now in the clutches of a covetous few…”

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INTRODUCTION
Thousands of years ago, the Great Power presided
over all creation, bringing light, stability, and
prosperity to the world. Mortal men partook of its
beauty together, its radiance shining all throughout
the sky during what was known as the Age of Light.
Mortal kings and queens coveted the Great Power and
wanted to take it for themselves, warring over its
mystical power until it was eventually broken,
sundered into pieces. These shards of the Great Power
were infused into the very souls of these kings, and
they became the Great Lords.
The Great Lords waged war against the gods, and in
the ensuing battle, they slaughtered Marnam, god of
death, and banished the surviving gods into the
underworld, sealing it so that none may enter or leave.
With no god to deal death to mankind, and no
underworld for their souls to travel to, mortals became
doomed to wander the world as deathless beings.
Now, in the Age of Dark, the world has atrophied and
darkened without the Great Power. The day is never
brighter than twilight. Undead roam the streets. The
Great Lords have sealed themselves in their castles
and dungeons, desperately clinging to what power
they have left as the world crumbles around them.
And you, Undying, are tasked with slaying the Great
Lords, ascending the throne of Dark Lord, and
reforming the Great Power.

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THE GAME
APOTHEOSIS: THE DARK LORD is a roleplaying
game set in a dark fantasy world that is in a state of
decay. The Great Lords took what was supposed to be
a divine power shared by all and broke it into pieces
for their own use, corrupting it with darkness, and the
world has suffered greatly for it.
Players will take the role of the Undying, humans who
are functionally immortal, but not quite old enough to
become full Undead yet. One person will take the role
of Game Master (GM) and control the enemies the
Undying will fight and act as a guide for the story
proper.
What You Need To Play:
• Six-sided dice (referred to as d6 or simply d)
• Character sheets
• Writing utensils and something to take notes on
• Up to four players and one additional person to act
as GM
For character sheets, use this QR
code or visit
https://arnivold.itch.io/darklord
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BASE ASSUMPTIONS
This game has a few basic assumptions about its
setting for an optimal experience. Rather than having
strict lore or characters attached, there are only a few
things that must be true, with the rest being left up to
the GM and players’ personal preferences.
At its base level, APOTHEOSIS: THE DARK LORD
assumes:
• The world is in an atrophied, post-apocalyptic state
• It got this way as a direct result of greedy humans
acting selfishly
• The world can be fixed, and the player characters
are actively seeking to do this
• The only way to restore the world to its former
glory is to destroy the powerful entities responsible
for its decay
• Nothing in this world, save for the Great Lords and
some important NPCs, can permanently die,
including the player characters
Aside from these basic facts, the Darklands are yours
to customize as you see fit. The names of places, non-
player characters, and even the identities of the Great
Lords themselves are purposefully ambiguous so that
you may create your own.
CHARACTER BASICS
Your character sheet contains all data that is pertinent
to your character’s combat abilities and statistics.
Everything you need to know about your character
and how to fight is detailed on both pages of your
character sheet. We will look over what each section
entails and what it’s used for.
ATTRIBUTE POINTS
These are the basic numerical values that define your
character’s abilities. When you create a character, your
starting class will outline your starting Attribute
Points. The maximum value an Attribute Point can
reach is 10. The Attributes are as follows:
• Vitality: Physical fortitude and toughness
• Focus: Mental fortitude and strength of will
• Strength: Physical might and prowess with heavy
weapons
• Dexterity: Grace and agility, prowess with graceful
weapons
• Mind: Mental faculties and wits, proficiency with
spells
• Faith: Strength of conviction and piety, proficiency
with prayers
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STATS
These are derived from your Attribute Points.
Whenever you raise or lower Attribute Points that
contribute to Stats, those Stats also change to reflect
those heightened Attributes. The Stats are as follows:
• Hit Points (HP): Your character’s physical health
and will to live. These are calculated by doubling
your character’s Vitality and adding 10 to the
result. If these fall to 0…
YOU DIED
• Mental Points (MP): Your character’s mental
fortitude and focus. MP is used to perform special
combat techniques as well as to cast magics such as
spells and prayers. These are calculated by
doubling your character’s Focus and adding 2 to
the result.
• Memory Slots: Your character can only prepare a
certain number of magics that they can cast at a
given moment. Each memorized spell or prayer
takes up 1 Memory Slot. You have a number of
Memory Slots equal to your Focus.
• Level: A general summation of your character’s
total power. Your character’s level is equivalent to
the total sum of all Attribute Points. Characters will
start around level 12-14, and the maximum level
achievable is 60.
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STATUS EFFECTS
There are several gruesome conditions that can befall
your character throughout the course of the game.
These Status Effects can be debilitating and should
best be avoided.
Status Effects are accumulated as a special form of
damage separate from that normally inflicted on your
HP. When you take Status Effect damage, you mark it
on that Effect’s track on your character sheet. When
you build up enough damage that meets or exceeds
your Resistance (all characters have 3 Resistance to all
Status Effects by default), the Effect instantly takes
hold and, if applicable, persists until certain conditions
are met. Certain items and magics can reduce your
buildup of damage and even cure the Status Effect.
At the end of a battle, all Status Effect damage buildup
resets to 0.
The Status Effects are:
• Poison: When this takes effect, the character loses 2
HP every round until the battle ends or until cured.
Antidotes can cure poison and reduce buildup of
damage.
• Bleed: When this takes effect, the character
instantly loses 5 HP from a large, bleeding wound.
When this happens, buildup immediately resets to
0 and can occur again. Bandages can reduce
buildup of damage.
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• Curse: When this takes effect, the character’s
maximum HP and MP are halved until cured by
consumables or by resting. Sacred Charms can cure
Curse and reduce buildup of damage. If you break a
Curse, your maximum HP and MP reset, but your
actual amounts stay at their current values.
• Death: When this takes effect, a horrific dark curse
rots away at your body and eats you from the inside
out. Your character instantly collapses and succumbs
to this dreaded affliction. In short…
YOU DIED
WEAPONS
Your character can carry up to 3 weapons at any time.
Your starting class determines what weapons you start
with and what their properties are.
One-handed weapons deal 1d + its scaling attribute in
damage and can be wielded with a shield or with
another one-handed weapon (called twin weapons).
Most mundane weapons use either Strength or
Dexterity, but there are other types of weapons that
might use Mind or Faith. Mark which Attribute value
you use for the weapon for easy access to its damage.
2- handed (Great) weapons and ranged weapons deal
2d + Attribute in damage, but they aren’t as defensive
as a shield or as aggressive as wielding two weapons.
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Weapons each have a prefix that tells you what
Attribute the weapon uses as well as what damage
type it inflicts. Enemies may be weak or resistant to
certain damage types.
• No Prefix: The melee weapon is 1-handed, uses
either Strength or Dexterity, whichever is higher,
and deals Physical damage. 1-handed weapons also
include a shield. Ranged weapons use Dexterity.
Few creatures resist Physical damage, but none are
weak to it.
• Twin: A pair of identical 1-handed weapons that
are dual wielded in each hand. They use Strength
or Dexterity, whichever is higher, and deal Physical
damage.
• Great: Indicates the weapon is a 2-handed weapon
(2d + Attribute), normally scales with Strength, and
deals Physical damage.
• Magic: The weapon uses Mind and deals Magic
damage. Non-corporeal beings and magical
constructs are weak to Magic damage.
• Holy: The weapon uses Faith and deals Holy
damage. Demons and other creatures of the night
are weak to Holy damage.
• Dark: The weapon uses Mind or Faith, whichever is
higher, adds 1d to the damage, and deals Dark
damage. Dark is a powerful element, but Great
Lords and several powerful enemies resist it.
• Poison/Blood: The weapon deals Physical damage
and also inflicts 1 damage of either Poison or Bleed.
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COMBINED PREFIXES
Weapons can have multiple prefixes to specify their
intended use. For example, a Great Poison Axe is a 2-
handed axe that deals Physical damage, scales with
Strength, and inflicts 1 Poison damage per swing. A
pair of Twin Magic Daggers deal Magic damage, scale
with Mind, and are dual wielded together.
INVENTORY
Aside from your Flasks of Vitae and Mentis, which are
always on your person, there are 7 inventory slots.
These can hold up to 5 of a consumable item, or a
piece of magical equipment that enhances your stats.
Magical equipment is considered “worn” when it is in
your inventory, and takes effect as long as it is there.
FLASKS
Every Undying has 2 magical flasks on their person.
These flasks are self-refilling, and hold different
amounts of magical substances that will prove useful
on the battlefield:
• Vitae: A magical red liquid that instantly heals
wounds. When you drink from your Flask of Vitae,
spend 1 charge, and heal a number of HP equal to
1d + twice your Vitality.
• Mentis: A magical blue liquid that instantly
refreshes the mind. When you drink from your
Flask of Mentis, spend 1 charge, and heal a number
of MP equal to 1d + Focus.
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FLASKS AND SHRINES OF MARNAM
Every character starts with 3 charges to distribute
between their two flasks. This means you can have 3
charges of Vitae and no charges of Mentis, or 1 charge
of Vitae and 2 of Mentis, or any combination thereof.
Additional maximum charges can be earned as quest
rewards. When a charge of a flask is spent, it cannot be
recovered until the group rests at a Shrine of Marnam.
Shrines are small stone pedestals with statues that
bear the likeness of Marnam, god of death. The area
surrounding them is sanctified ground, and they are
safe places to rest. Even with Marnam slain by the
Great Lords, his influence can still be felt at these
shrines, offering Undying a place to rest their weary
souls, if only for a time.
When the group rests at a shrine, all HP and MP is
restored, Status Effects are cured (including Curse),
and all used charges for each flask are refilled. While
resting at a shrine, players can access storage, choose
magics to memorize, reallocate their flask charges, and
generally take time to relax, talk among themselves,
and prepare for the next journey.
Shrines also serve as checkpoints on the adventure: If
the entire party is wiped out from a battle, their bodies
and souls are rejected by the underworld, its gates
sealed by the Great Lords, and instead reappear at the
last shrine visited. Enemies that were slain after
resting at shrines also come back to life and may need
to be fought again.
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DEATH AND COMING BACK
While bodily trauma, exhaustion, and gruesome
Status Effects can claim the lives of your characters,
death is not the end in the Darklands. With Marnam
slain, there is no god to deal death to mortals, and
with the underworld sealed, there is no place for your
souls to rest.
If at any point in time a character’s HP falls to 0, or if a
character succumbs to the Death Status Effect…
YOU DIED
Your character instantly falls and expires. You cannot
participate in the battle until it ends. Your body stays
where it is for the time being.
If the battle is won, your fellow players may revive
you by spending a charge from any character’s Flask
of Vitae, including your own. Return to life with 1d +
twice your Vitality in HP. Your MP remains the same
as it was before you died.
If the party has opted to flee, they must return to your
body to administer the Vitae, or rest at a Shrine of
Marnam to return your body back to the group.
If the entire party dies, all of your bodies fade to ash as
your souls attempt to travel to the underworld
together, and, upon rejection, will reform at the last
Shrine of Marnam visited.
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OBJECT OF THE GAME
Whatever stories the group comes up with as the
campaign progresses, there is one ultimate goal that
all players share: Slay the Great Lords and reunify the
Great Power, ascending the throne of Dark Lord and
saving the world from the brink of withering away
into nothing.
The greedy kings and queens who became the Great
Lords are solely responsible for turning what was once
a beautiful world into the dark hellscape it is now.
Their greed and lust for power is what led to the Great
Power being sundered. Death is the only way to
release that Power from them.
By becoming Dark Lord, you forge the Great Power
within yourself and wield it to become master of the
Darklands, able to shape reality to your whims. You
do this by achieving APOTHEOSIS: Gathering the
pieces of the Great Power at the place in which it was
sundered: The Altar of All, at the center of the world.
Only one person in the group will become Dark Lord:
The rest shall perish.
How you decide who becomes Dark Lord will depend
on what your group thinks is more dramatic: Whether
that’s choosing one person to harbor all the souls of
the Great Lords from the outset, or giving the souls to
whoever lands the killing blow, and having a dramatic
fight to the death among yourselves at the very end of
the journey.
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Alternatively, if nobody wants to die at the end of the
campaign, you can choose to fuse together to become
the Dark Lord: a plural entity made up of multiple
human souls, becoming a larger than life figure and
deciding the fate of the world together as one godlike
being.
THE GREAT LORDS
The length of a campaign depends on how many
Great Lords your group decides there are. For a
shorter campaign, 3 or 4 Great Lords with only one or
two side dungeons sprinkled in will do. For a
sprawling, grand campaign over many sessions, you
can have 5, 6, or even more Great Lords with as many
side dungeons and smaller Bosses to defeat along the
way.
You can even run this game as a one-shot for demos or
events by making one Great Lord responsible for the
world’s decay.
Great Lords are unique enemies that serve as the most
powerful beings in the world, which you will be tasked
with slaying. All Great Lords have an affinity for
darkness; they are all resistant to Dark damage and
immune to Death.
Great Lords do not die as regular enemies do: When
their power is taken from them, their souls are
inextricably bound to their shard of the Great Power,
and are permanently destroyed when that power is
absorbed into you.
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SESSION STRUCTURE
A typical session of APOTHEOSIS: THE DARK LORD
involves the player characters exploring a dungeon or
some other dangerous locale in search of a Great Lord
or a similar powerful enemy whose defeat will further
weaken their influence.
GM’s will plan a series of combat encounters
depending on how long the session is expected to last,
sprinkle some NPC’s to meet and items to pick up,
and the party will explore the area until finally
encountering the Boss, typically a Great Lord.
After beating the boss, the party will receive up to 2
quest rewards. Each player chooses their own quest
rewards at the end of the session from 3 options:
• Level Up: Increase your level by 1, and gain 1
Attribute Point to spend on any Attribute you wish.
The maximum amount of points an Attribute may
have is 10. Any Stats that are effected by Attribute
increases (HP, MP, Memory Slots) immediately
change to reflect your new Attributes. You can take
this quest reward twice.
• Flask Charge: Gain an extra flask charge and add it
to your pool. Increase your maximum charges of
either Vitae or Mentis by 1. Remember that you can
redistribute your flask charges at any Shrine of
Marnam. The maximum amount of charges you can
have between both flasks is 10. You can take this
quest reward only once.
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• Gear: Receive a piece of enhancing equipment, a
weapon, or a scroll containing a new magic and add
it to your inventory. If your inventory is full, place
it in the party’s storage box sheet. There are various
items such as rings, necklaces, and amulets that can
raise your stats and resistances to different damage
types and effects. Typically, the GM will prepare a
small list of possible items, weapons, and magics
you may choose from, but if you want to leave it up
to the dice, you may roll dice and randomly
generate loot. You can take this quest reward more
than once, but it must be a different kind of item
(equipment, weapon, or magic scroll) each time.
NPC’S AND SIDEQUESTS
Throughout the dungeon, GM’s may introduce non-
player characters (NPCs) to the story by meeting up
with you, usually in a secluded area. These NPCs may
have a quest for you to do while you’re in the
dungeon. Completing a side mission offered by an
NPC will net you an extra quest reward at the end of a
session, and will strengthen your relationship with
that NPC, whether you genuinely helped them… or
played right into their hands.
The Darklands are full of characters seeking to further
their own powers and deal with the end of the world
in their own ways. Be careful whom you trust and
whom you collaborate with, and never forget your
goal of becoming the Dark Lord.
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EXPLORATION
There are generally 3 aproaches a group can have
when it comes to exploring dungeons during the
session:
• Random Generation: The group rolls a d6 every
time they explore a new area of the dungeon,
randomly triggering enemy encounters, treasure,
NPC’s, and Shrines of Marnam. It’s perfect for low-
prep games, though the dungeon can feel very
random and nonsensical without a little bit of
planning.
• Planned Dungeon Crawls: The GM maps out and
plans the dungeon from the outset, and gives players
possible directions on where they can go, often using a
battle grid or some other physical representation of the
area as a map. These creates a more cohesive story and
a structurally sound, logical dungeon, but it requires
much more dedication and preparation on the GM’s
part.
• Straight-Path Gameplay: Rather than a sprawling
dungeon, the locales and areas you explore serve little
more than as narrative setpieces to move through a
preplanned sequence of events the GM sets up. Use
this if you’re not a fan of dungeon-crawling and just
want to cut straight to the action with a few rest
points, rewards, and NPCs in between.
Either playstyle is valid and supported by the system.
This section details how to explore when using
Random Generation.
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While exploring a dungeon, when you enter a new
room or area, roll a d6…
You find a Shrine of Marnam. You can
1 rest here.
You find an NPC. The GM will tell you
2 who they are and what they’re doing
here.
You find a small chest that contains
3 items. The GM will determine what
kind and how many.
You find a large clearing with multiple
possible pathways. Think of this as a
4 hub or a connecting area you can return
to if you need to make a detour.
You encounter enemies. The GM will set
5-6 up a combat encounter.
If you get the same result twice in a row when
exploring a new room, roll again until you get
something different.
If you have 4 combat encounters without resting, your
next room is guaranteed to hold a Shrine of Marnam.
More info on how to generate items to discover and
combat encounters to run will be detailed in the GM
SECTION of the book.
When certain conditions determined by the GM are
met, the Boss’s lair is discovered and can be accessed.
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COMBAT
Combat in this game is designed to be quick,
engaging, and thrilling. Every action requires careful
consideration and risk assessment to succeed.
In a typical combat encounter, players will do battle
with various monsters, Undead, and even their fellow
Undying who stand in between them and the Great
Lords. While it is perfectly possible to resolve some
conflicts through words or trickery, most situations
are typically resolved with a fight to the death.
TURN-TAKING
Combat is turn-based, meaning that players will act in
combat one at a time. When all players have acted
once, the GM gets a turn to allow for enemies to attack
and adjust to the battle. After the GM has taken their
turn, a “round” has passed and a new one begins.
There is no set order that players must act in, but the
GM always goes last.
ENGAGEMENT
Distance is abstracted between two boundaries:
Engaged and Not Engaged. When you are Engaged,
your character is in close proximity to an enemy.
When Not Engaged, you are a short sprint or farther
away from a target. Melee attacks can only be done
while Engaged, while ranged attacks can only be done
when Not Engaged. You can be Engaged with some
enemies and Not Engaged with others simultaneously.
While a battle map is not necessary, it can prove a
useful tool for groups who prefer more strategy.
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ENEMIES
Enemies have a few statistics for the GM to keep track
of independently from the players:
• Hit Points (HP): An enemy’s health. When this falls
to 0, the enemy is slain.
• Poise: An enemy’s stability and resilience. If the
damage from a single hit dealt to an enemy exceeds
this value, the enemy is staggered and cannot
counter the attacking player.
• Status: The enemy’s damage thresholds for Poison,
Bleed, and Death. These can have any number from
2-5. If an enemy has “X” listed as their resistance,
they are immune to that Status Effect and are not
affected by it. Enemies cannot suffer from Curse.
• Affinity: If an enemy has any resistances and
weaknesses to damage types, they are listed here.
Enemies can be Weak to a damage type or they can
Resist it. If a damage type is not listed, it deals
normal damage.
• Actions: A d6 chart the GM will roll any time the
enemy counters or does an action on the GM’s turn.
Roll 1d and follow its result. This usually describes
how much damage of what type is inflicted and
what range the enemy must be in to target a player.
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ACTIONS IN COMBAT
There are 4 actions to perform in combat, and each has
its own associated risk or drawback.
Each action has techniques, which allow you to spend
MP in order to alleviate its associated drawback. You
can only use 1 technique per round unless stated
otherwise.
• Attack: Strike at an Engaged enemy with a melee
weapon. If Not Engaged, use a ranged weapon or
move into Engagement to strike. Roll your damage.
The enemy counters unless your damage exceeds
their Poise and staggers them. Other Engaged
enemies may counter after the attack.
Power Attack: Spend 1 MP to add 1d to your damage roll,
increasing your chances of breaking Poise.
Dual Strike: If dual-wielding twin weapons, spend 1 MP to
deal an additional attack. This is a separate attack for the
purposes of breaking Poise.
Ready Shield: If wielding one weapon with a shield, spend 1
MP to automatically block an enemy’s counter.
• Defend: Assume a defensive stance, taking half
damage from any incoming attacks. You may also
disengage from any number of enemies. Enemies
you stay Engaged with may counter.
Dodge Roll: Spend 1 MP to negate all damage from a single
incoming attack with a quick roll. You can use this multiple
times to avoid multiple attacks any time during the round.
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• Use: Drink from a flask, activate an item’s special
ability, or use a consumable from your inventory.
Any enemies you are Engaged with may counter.
Cast Magic: If you have a wand or staff in your inventory,
spend 1 MP to cast any spell you have memorized. If you
have a prayer book or talisman in your inventory, spend 1
MP to cast any prayer you have memorized.
Evasive Maneuvering: Spend 1 MP to automatically avoid
an enemy’s counter while using an item. You are still
Engaged with that enemy. You can use this multiple times
to avoid multiple counters. This technique cannot avoid
attacks dealt during the GM’s turn.
• Assist: Forego attacking this round, and instead
choose a player to assist with whatever they’re
doing. You can declare this action and spend your
turn whenever you wish in response to that player
declaring their intent to Attack, Defend, or Use.
That player may perform 1 technique without
spending any MP (except Cast Magic). You have
full narrative control over how your character
assists your fellow player. When you assist, any
enemies you are Engaged with may counter.
Helping Hand: Spend 1 MP to allow the player you are
assisting to use a second technique, or the same technique
twice, even if they are normally unable to do so (including
Cast Magic). They must still spend 1 MP to activate that
second technique.
NOTE: You cannot do nothing on your turn. You
must choose one of these 4 actions.
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THE GM TURN
After all players have acted and enemies have
countered (if applicable), the GM takes one turn for
the enemies to adjust to the flow of battle.
During the GM’s turn, the GM can adjust the
positioning of any 1 enemy (whether that means
moving them into Engagement with a player or
Disengaging them away from a player) and have any 1
enemy attack. This attack cannot be dodged or
avoided except by a player using the Defend action
this round.
ENGAGEMENT
Engagement is an important status in a fight: It
dictates whether enemies can counter you when
performing risky actions. Players should keep track of
which enemies they are Engaged with and which they
are not.
Multiple enemies can be Engaged with multiple
players at a time. Use the Defend action if you are
being ganged up on and reposition yourself to avoid
making your actions even riskier.
RANGED COMBATANTS
Ranged combatants deal fairly high damage without
having to spend much MP… Provided they can stay
out of Engagement from their foes. Using ranged
weapons such as bows provokes a counter from the
receiving enemy, even if they are Not Engaged.
Enemy counters only land if that enemy rolls a ranged
attack. You cannot use a ranged weapon when
Engaged with an enemy.
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CASTING MAGICS
When using the Use action, you have the option to cast
spells or prayers you have memorized. If you are
casting a spell, you must have a wand or staff in your
inventory to be able to “use” it and activate the Cast
Magic technique. If you are casting a prayer, you must
have a prayer book or talisman.
Because Cast Magic is a technique, you cannot use
Evasive Maneuvering while casting a spell or prayer,
so be mindful of your positioning. Only certain magics
may be cast while Engaged, detailed later in the
MAGIC section. Spells and prayers that are cast with
Engagement still provoke counters.
FLEEING AND QUEST REWARDS
If the party is having a rough time with a combat
encounter and feels the need to flee, they may do so
and skip the combat encounter, though there are
consequences for running away. For starters, any dead
party members remain where they died, and must be
retrieved either by going back or by resting at a Shrine
of Marnam.
Secondly, the party must sacrifice a quest reward. This
removes one of the potential 2 rewards you typically
get from exploring a dungeon and beating its Boss.
You can run away, but it may cost you a level up, an
extra flask charge, or a piece of equipment received at
the end of a session. More info on quest rewards can
be found in the GM SECTION. In these situations it is
better to die and start again than to flee.
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ABOUT MAGIC
The Great Power is the supreme law of the land, rent
asunder by those who would become the Great Lords.
It is made up of countless smaller laws that are
inextricably bound to each other by supernatural
forces. Magic is the art of manipulating those forces to
achieve ends thought impossible by any other means.
There are 2 schools of magic that each have their own
approach to manipulating these forces:
• Spells: Wizards, sorcerers, thaumaturges, and magi
use ancient language and mathematical formula to
directly command the energies of the world to
conform to the caster’s will. Spells require a strong
mind and sharp wit to make effective use of them.
• Prayers: Clerics, witches, theurges, and priests use
sacred incantations and psalms to commune with
the gods and other higher forces of the world to
work magic on their behalf. Prayers require
unyielding faith and strong conviction to make
effective use of them.
STACKING MAGICS
While the same effect from different magics may stack,
any target, be it player or enemy, can only have one
instance of a spell or prayer affecting them at a time.
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LEARNING MAGICS
Some starting classes begin the game with magics.
Record these on your character sheet. To learn new
spells and prayers, you must earn them as quest
rewards in the form of scrolls. These scrolls contain
ritual instructions and diagrams that allow you to
memorize the spell or prayer.
When you acquire a new magic, write it on your
character sheet, but do not mark it as memorized: You
must first rest at a Shrine of Marnam and dedicate it to
a Memory Slot before you can cast it.
CASTING MAGICS
In order to cast magic, you must have a casting focus
in your inventory. For spells, this can be a wand or
staff. For prayers, a prayer book or talisman. You may
memorize both spells and prayers at the same time,
but you must have both casting foci in your inventory
in order to make use of them both.
To cast magic, you must take the Use action on your
turn, and perform the Cast Magic technique: Spending
1 MP to cast a prayer or spell you have memorized. If
out of combat, you can Cast Magic by spending 1 MP.
ASSISTING A CASTER
Normally, using the Assist action allows a player to
negate the MP cost of a single technique. The only
exception to this is the Cast Magic technique; all
magics must consume MP in order to be cast. You can,
however, use the Helping Hand technique to allow the
assisted player to Cast Magic a second time.
35
LIST OF MAGICS SPELLS
There are several magics that can be found and FORCE BOLT
studied in the Darklands. While each spell and prayer Spell
is unique, they have some similar terminology: Fires a bolt of light at an enemy and deals 2d + Mind
Magic damage.
KEYWORDS
FORCE WAVE
• Spell: This magic requires a wand or staff to cast. Spell
Fires a wave of light in the shape of an arc at up to 3
• Prayer: This magic requires a prayer book or enemies and deals 1d + Mind Magic damage. Roll the
talisman to cast. damage once and apply it to all targets.

• Engaged: This magic may be cast while Engaged ENCHANT WEAPON

with enemies. Unless stated otherwise, Engaged
enemies may still counter as per the Use action.
• Duration X: This magic immediately takes effect
and inflicts its damage if applicable, then persists
for X rounds, starting with the round after the
magic was cast. Any damage suffered continually
applies at the end of each subsequent round until
the effect ends.
• High Magic: This magic is exceptionally powerful
and requires a minimum of 6 Mind or Faith to cast,
depending on whether it’s a spell or prayer,
respectively. High Magics also cost an additional 1
MP to cast (total of 2 MP) and take up 2 Memory
Slots. GM’s should avoid giving these out as quest
rewards until players have high enough Mind and
Faith to cast them.
Spell, Duration 3
Bestows an enchantment on your or an ally’s currently
held weapon. The weapon’s damage type becomes
Magic and its scaling Attribute becomes Mind.
COUNTERSPELL
Spell, Engaged
Blocks incoming Magic and Dark damage from the
next counter or attack (including from the GM’s turn)
and inflicts 2d Magic damage on the enemy it came
from in retaliation. You can only cast this on yourself.
POISON MIST
Spell, Duration 3, Engaged
Creates a cloud of purple, noxious mist that surrounds
you. All enemies that are Engaged with you take 1
Poison damage.

36 37
DEATH WARD
Spell, Duration 2
This spell cleanses your or an ally’s body of the death
curse, removing all buildup of Death damage and
preventing the target from suffering more Death
damage until the spell ends.
FORCE GREATSWORD
Spell, Engaged
Summons a translucent greatsword at the handle of
your casting focus and allows you to attack an
Engaged enemy, dealing 2d + Mind Magic damage. If
you break the enemy’s Poise, they stagger and cannot
counter.
DARK FIRE BOLT
Spell
A flaming orb of black shadowfire erupts from your
casting focus and deals 3d + Mind Dark damage.
SWEEPING DARK FIRE BLAST
Spell, Engaged
An inferno of black shadowfire sprays from your
casting focus, sweeping in an arc that deals 2d + Mind
Dark damage to up to 3 enemies. Roll the damage
once and apply it to all targets.
ENCHANT SHIELD
Spell, Duration 4
Imbues your or an ally's shield with magical energy,
allowing you to use the Ready Shield technique at 0
MP cost.
38
BARRIER
Spell, Engaged
Erects a magical protective barrier around yourself or
an ally. Blocks incoming Physical and Status Effect
damage from the next counter or attack that inflicts it
(including from the GM’s turn).
SHADOW HEX
Spell, Duration 3, High Magic
Inflicts a dark curse on target enemy that weakens
them and slows their mind. Until the duration ends,
any time that enemy counters or attacks, the GM must
subtract 2 from the d6 roll when consulting that
enemy’s actions (to a minimum of 1).
FORCE JAVELIN
Spell, High Magic
Fires a large stream of light at an enemy that deals 3d
+ Mind Magic damage.
SHADOW FORM
Spell, Engaged, Duration 2, High Magic
Temporarily transforms you into a non-corporeal
shade. Engaged enemies can counter, but for the
duration, you are completely immune to all damage
types except for Magic, which is doubled against you.
STAR SHOWER
Spell, High Magic
Summons small falling stars that deal 2d + Mind
Magic damage to up to 5 targets. Roll the damage once
and apply it to all targets.
39
PRAYERS BEGONE!
Prayer, Engaged
HEAL Creates a shockwave centered on yourself that blasts
Prayer all Engaged enemies, dealing Physical damage equal
One of the most basic prayers that restores your or an to Faith and Disengaging them from you. Those
ally’s HP by 1d + Faith. enemies cannot counter.

DIVINE RESISTANCE BLASPHEMY

Prayer, Duration 3
Grant a powerful blessing that raises your or an ally’s
resistance to all Status Effects by 1 for the duration. If
the prayer ends, your resistances immediately reset,
and any damage accumulated stays the same, possibly
triggering the Status Effect.
BLESS WEAPON
Prayer, Duration 3
Bestows a blessing on your or an ally’s currently held
weapon. For the duration, the weapon’s damage type
is Holy and its scaling Attribute is Faith.
Prayer, Engaged
Blocks incoming Holy and Dark damage from the next
counter or attack (including from the GM’s turn) and
inflicts 2d Dark damage on the enemy it came from in
retaliation. You can only cast this on yourself.
BLOOD WEAPON
Prayer, Duration 3
Bestows a malediction on your or an ally’s currently
held weapon. For the duration, the weapon inflicts 1
Bleed damage in addition to any other damage it
already does.

BLOODFLY SWARM BENEDICTION

Prayer, Duration 3 Prayer
Summons a plague of bloodflies that swarm a single You bless yourself or an ally with a prayer that
enemy and inflict Physical damage equal to Faith and exorcises all manner of curses. Cures Curse and resets
also inflict 1 Bleed damage for the duration. Curse damage buildup to 0.

CLEANSE REGENERATION
Prayer Prayer, Duration 3
This prayer cleanses yourself or an ally of all toxins. Places a blessing on yourself or an ally that restores an
Cures Poison and resets Poison damage buildup to 0. amount of HP equal to your Faith for the duration.

40 41
 DIVINE RETRIBUTION
Prayer, High Magic
Summons a bolt of lightning that strikes down and
deals 3d + Faith Holy damage to an enemy.

MARNAM’S GIFT
Prayer, Engaged, High Magic
A ghastly curse that inflicts 2 Death damage onto a
target. While it would normally inflict instant death on
a target, the murder of Marnam has weakened the
incantation considerably.
MASS HEAL
Prayer, High Magic
An advanced form of the Heal prayer that restores
your and your allies’ HP by 1d + Faith

DIVINE RADIANCE
Prayer, Duration 3, High Magic
You become a beacon of shining light, inspiring your
allies. For the duration, your allies deal an extra 1d
damage to all of their Attack actions. You do not
benefit from this prayer.

BLOOD THORNS
Prayer, Engaged, High Magic
Using powerful blood magic, cause red thorn-covered
tendrils to spring from the ground around you to deal
2d + Faith Dark damage and 2 Bleed damage to all
enemies Engaged with you.

42 43
STARTING CLASSES WARRIOR
Tough and incredibly strong, the Warrior is the ultimate
When making a character in APOTHEOSIS: THE wielder of heavy weapons. Dressed in fur and leather
DARK LORD, you will choose a starting class that will armors, Warriors wield a large axe, and carry a crossbow for
define your stats and starting equipment and magics, long-ranged attacks. They carry a supply of antidotes on
if any. their person for dealing with poisons.
Vitality 3 Equipment: Great Axe,
These classes are not meant to restrict your Focus 2 Crossbow, 3 Antidotes
capabilities: Anyone can use any weapon they desire Strength 4
and learn any magic they get their hands on. The Dexterity 2
classes only serve as starting points that you will build Mind 2
from as you play the game. Faith 1 Magics: None

Players should avoid starting with multiples of the Level 14

same class, if possible. Each character should be
unique in the group and start with a different stat
array and equipment.
KNIGHT
Armor in this game is purely cosmetic, so feel free to Clad head to toe in steel plate armor, the Knight is an
imagine your character’s outfit and armor in any way imposing figure, a shield to protect the weak and a sword to
you desire. The descriptions will give you a good idea vanquish the wicked. They know a helpful prayer to protect
of what your character might wear. themself and their allies from ailments. They also bear a
magic ring with a bright red gem that prevents bleeding.
Once you’ve decided your starting class, you can Vitality 4 Equipment: Sword & Shield,
record your Attribute Points, HP, MP, Level, Memory Focus 2 Prayer Book or Talisman,
Slots, Inventory, and Magics on your character sheet. Strength 2 Bleedward Ring
You start the game with all of your spells and prayers Dexterity 2
memorized. Mind 1
Faith 3 Magics: Divine Resistance
Finally, name your character and determine their
pronouns and general appearance. These aspects of Level 14
your character can be anything you wish, for the
Darklands are a vast place full of people from all
walks of life.
46 47
DUELIST HUNTER
The Duelist is a figure clad in tight-fitting leathers with A well-rounded warrior who conceals their identity under a
twin dueling swords at their belt. They are the masters of billowing cloak. Dressed for survival, they wear leathers and
graceful weapons. They know a spell to poison their pelts and carry twin scimitars, as well as a longbow for
enemies, and carry a precious jasper necklace that fortifies hunting game. They possess special sacred charms that can
their health. break curses.
Vitality 2 Equipment: Twin Rapiers, Vitality 2 Equipment: Twin Scimitars,
Focus 3 Wand or Staff, Lifegem Focus 2 Longbow, 3 Sacred Charms
Strength 1 Necklace Strength 3
Dexterity 4 Dexterity 3
Mind 2 Mind 1
Faith 1 Magics: Poison Mist Faith 2 Magics: None
Level 13 Level 13

WITCH DEVOUT
A solitary practitioner of the divine arts, though their A pious member of the clergy, clad in monk robes, wielding
practice is often scorned as unconventional. With a a mace and shield. They possess the ability to heal the
harvesting sickle and a small buckler, the Witch is clad in wounded, and also carry holy medicine that is said to fully
black, concealing robes. They summon bloodflies to feast restore weary warriors on the brink of death. Their faith is
upon their enemies and possess many vials of poisons. unshakable even in dark times such as these.
Vitality 2 Equipment: Sickle & Shield, Vitality 3 Equipment: Mace & Shield,
Focus 2 Prayer Book or Talisman, 3 Focus 3 Prayer Book or Talisman, 3
Strength 3 Poison Oils Strength 2 Divine Blessings
Dexterity 1 Dexterity 1
Mind 2 Mind 1
Faith 3 Magics: Bloodfly Swarm Faith 4 Magics: Heal
Level 13 Level 14

48 49
ARCANIST DERELICT
Students of the arcane art of spellcraft. Highly intelligent A worthless wretch wandering the wilderness, bereft of any
and learned, they use their wits to cast several offensive semblance of shame as they traipse about in their
spells. They carry a dagger with a small buckler in case of undergarments. Their miserable excuse for clothing, along
emergencies, but little else. They wear their flowing with a simple club and makeshift wooden shield, are their
academy robes with pride. only possessions.
Vitality 1 Equipment: Dagger & Shield, Vitality 2 Equipment: Club & Shield
Focus 4 Wand or Staff Focus 2
Strength 1 Strength 2
Dexterity 2 Dexterity 2
Mind 4 Mind 2
Faith 1 Magics: Force Bolt, Faith 2 Magics: None
Force Wave
Level 13 Level 12

HERETIC
Dressed in simple clothes with broken shackles adorning
their wrists, the Heretic was cast out of society on charges of
blasphemy and irreverence towards the gods and the Great
Lords. With sword and crossbow in hand, the Heretic uses
their knowledge of shadow magic to their advantage.
Vitality 3 Equipment: Great Sword,
Focus 3 Wand or Staff, Crossbow
Strength 2
Dexterity 2
Mind 2
Faith 1 Magics: Dark Fire Bolt
Level 13

50 51
WHAT ARE ITEMS?
Anything that takes up space in your inventory is
considered an “item.” Items have various uses and
come in many shapes and sizes. This section details
the list of items and how they work.
You always have your Flask of Vitae and your Flask of
Mentis, and 7 additional inventory slots. Each slot may
carry up to 5 of a kind of a consumable item, or a
single piece of equipment.
To use an item in battle, you must take the Use action
on your turn. If you use an item outside of battle that
has a persistent effect, it lasts until the end of the next
combat encounter. You can only use items on yourself
unless your intended recipient is very near.
Equipment pieces each take up 1 inventory slot and
have various static benefits. Generally, similar effects
from different equipment pieces may stack, but the
effects of identical pieces of equipment and
consumables do not stack.
If you find an item that you do not have space in your
inventory for, and no other player wants it, you can
keep it in the party’s storage box sheet. When resting
at a Shrine of Marnam, you can trade items in and out
of storage.
If you run out of space on your storage sheet, simply
print out another. There is no limit to the number of
items your party can keep in storage.
54
ITEM KEYWORDS
• Consumable: The item is used once, then is lost
forever. A single inventory slot can hold up to 5 of
this item.
• Persistent: When the item is used, its effects last
until the end of the current combat encounter.
• Instant: When the item is used, it has a single
instantaneous effect that resolves immediately.
• Equipment: Rather than having a use, this item is
instead worn or carried and confers a passive
benefit.
• Spell Focus: This item must be in your inventory to
be able to cast spells using the Cast Magic
technique.
• Prayer Focus: This item must be in your inventory
to be able to cast prayers using the Cast Magic
technique.
• Thrown: This item is designed to be flung at an
enemy for its effect to take hold. It can be used on
any enemy regardless of Engagement, though using
any item while an enemy is Engaged with you
provokes a counter.
55
CONSUMABLES
ANTIDOTE
Consumable, Instant
A vial of green liquid that immediately neutralizes
toxins when imbibed. Cures Poison and reduces
Poison damage buildup to 0.
BANDAGE
Consumable, Instant
A scrap of honeyed cloth applied to wounds to control
bleeding. Reduces Bleed damage buildup to 0.
SACRED CHARM
Consumable, Instant
A brittle charm inscribed with various prayers.
Breaking it in half is said to destroy various curses.
Cures Curse and reduces Curse damage buildup to 0.
POISON OIL
Consumable, Persistent
A thick, viscous purple liquid that can be applied to a
single non-Poison weapon. When used, that weapon
deals 1 Poison damage in addition to its other damage.
BLOOD OIL
Consumable, Persistent
A thick, viscous red liquid that can be applied to a
single non-Blood weapon. When used, that weapon
deals 1 Bleed damage in addition to its other damage.
56
MAGIC OIL
Consumable, Persistent
A thick, viscous blue liquid that can be applied to a
single non-Magic weapon. When used, that weapon’s
damage type changes to Magic. Scaling is unaffected.
HOLY OIL
Consumable, Persistent
A thick, viscous gold liquid that can be applied to a
single non-Holy weapon. When used, that weapon’s
damage type changes to Holy. Scaling is unaffected.
DARK OIL
Consumable, Persistent
A thick, viscous black liquid that can be applied to a
single non-Dark weapon. When used, that weapon’s
damage type changes to Dark and deals an additional
1d to its damage. Scaling is unaffected.
FIREBOMB
Consumable, Instant, Thrown
A small pot of oil that bursts into flames when broken.
A single enemy takes 3d Physical damage when hit.
POISON BOMB
Consumable, Instant, Thrown
A small pot of noxious liquid that bursts into a cloud
of poison when broken. A single enemy takes 2 Poison
damage when hit.
57
HOLY BLESSING
Consumable, Instant
A vial of exceptionally rare medicine, said to be made
from the tears of the gods. When drunk, this medicine
fully restores one’s HP and MP to full.
ENLIGHTENING HERBS
Consumable, Persistent
A strange herb that enhances the senses and heightens
the mind when crushed and inhaled. Recover 1 MP at
the end of every round.
HEALING TONIC
Consumable, Persistent
A refined medicine that enhances fortitude, though it
is slow-acting. Heal 2 HP at the end of every round.

58 59
EQUIPMENT WAND
Equipment, Spell Focus
POISONWARD RING A thin rod made of metal or wood, its handle is
Equipment adorned with gems that are said to hold magical
An ornate silver ring embedded with a purple power. Can be used as a casting focus for spells.
amethyst gem. Raises your Poison resistance by 1.
STAFF
BLEEDWARD RING Equipment, Spell Focus
Equipment A long staff made of metal or wood, topped with a
An ornate silver ring embedded with a red ruby gem. large crystal or stone to channel magical energy. Can
Raises your Bleed resistance by 1. be used as a casting focus for spells.

CURSEWARD RING PRAYER BOOK

An ornate silver ring embedded with a gray Equipment, Prayer Focus
moonstone gem. Raises your Curse resistance by 1. A book of prayers, psalms, and hymns for honoring
gods or other higher forces in the universe. Can be
DEATHWARD RING used as a casting focus for prayers.
Equipment
An ornate gold ring embedded with a black onyx gem. TALISMAN
Raises your Death resistance by 1. Equipment, Prayer Focus
A charm, token, or fetish that bears religious
LIFEGEM NECKLACE significance and is typically worn around the neck.
Equipment Can be used as a casting focus for prayers.
A necklace adorned with red jasper stones. Raises
your maximum HP by 2. WATER OF LIFE
Equipment, Instant
MINDGEM NECKLACE A glass vial full of a life-enhancing water, usually
Equipment carried as a charm for good luck. If you die, the vial
A necklace adorned with blue sapphire stones. Raises breaks, and the water instantly revives you with 1d +
your maximum MP by 2. twice your Vitality in HP. You can only carry one of
these in your inventory at a time.

60 61
BEAR AMULET
Equipment
A metal amulet engraved with a bear’s head. Increases
Strength by 1. This can raise your Attribute beyond
the normal limit of 10. Level is unaffected.
STAG AMULET
Equipment
A metal amulet engraved with a stag’s head. Increases
Dexterity by 1. This can raise your Attribute beyond
the normal limit of 10. Level is unaffected.
OWL AMULET
Equipment
A metal amulet engraved with an owl’s head.
Increases Mind by 1. This can raise your Attribute
beyond the normal limit of 10. Level is unaffected.
TORTOISE AMULET
Equipment
A metal amulet engraved with a tortoise’s head.
Increases Faith by 1. This can raise your Attribute
beyond the normal limit of 10. Level is unaffected.
PROPHET’S STAFF
Equipment, Spell Focus
A gnarled, twisted staff made of wood from a sacred
tree. Can be used as a casting focus for spells. Use
Faith instead of Mind wherever stated in the spell’s
text. You still need 6 Mind to cast High Magics with
this staff.
62
ADIMENA’S PRAYER BOOK
Equipment, Prayer Focus
A prayer book inlaid with sapphires, dedicated to
Adimena, goddess of knowledge, writing, and magic.
Can be used as a focus for casting prayers. Use Mind
instead of Faith wherever stated in the prayer’s text.
You still need 6 Faith to cast High Magics with this
prayer book.
ALCHEMIST’S ANKLET
Equipment
A silver anklet bearing alchemical symbols, inlaid with
red zircon stones. Adds + 1d to the healing received
by drinking from your Flask of Vitae.
ENCHANTER’S ANKLET
Equipment
A gold anklet bearing occult symbols, inlaid with blue
tanzanite stones. Adds + 1d to the MP recovery
received by drinking from your Flask of Mentis.
PRIEST’S CROWN
Equipment
A beautiful crown worn by high-ranking members of
the clergy, adorned with a gorgeous yellow topaz.
Boosts the power of prayers. Add + 2 to any damage
or healing effect directly inflicted by a prayer.
SORCERER’S DIADEM
Equipment
A beautiful diadem worn by well-respected academy
elites, adorned with a gorgeous blue aquamarine.
Boosts the power of spells. Add + 2 to any damage
effect directly inflicted by a spell.
63
KNIGHT’S BRACELET
Equipment
A bracelet fashioned from polished iron, often worn
by knights to protect them in battle. Reduces Physical
damage taken from all sources by 2, to a minimum of
1.
SPELLBINDER’S BRACELET
Equipment
A bracelet fashioned from silver and adorned with
deep blue lapis lazuli stones, often worn by
spellbinders to protect them from supernatural forces.
Reduces Magic damage taken from all sources by 2, to
a minimum of 1.
ZEALOT’S BRACELET
Equipment
A bracelet fashioned from silver and adorned with
bright yellow citrine stones, often worn by zealots to
protect them from the influences of heretical gods.
Reduces Holy damage taken from all sources by 2, to a
minimum of 1.
OCCULTIST’S BRACELET
Equipment
A bracelet fashioned from shiny black obsidian, often
worn by occultists to shield them from the abyss.
Reduces Dark damage taken from all sources by 2, to a
minimum of 1.

64 65
YOUR ROLE
The role of GM in APOTHEOSIS: THE DARK LORD
is a simple one, but very important. As the players
control their characters and explore dungeons in
search of the Great Lords, you will mediate the rules
and roll for the enemies the players face.
The complexity and amount of preparation required
on your part is entirely dependent on the playstyle
your group wishes to use:
• Random Generation: The easiest way to generate a
dungeon. Players will roll a d6 which will
determine what kind of room or area they enter.
The only thing you need is to set up a few combat
encounters and treasures to earn as quest rewards.
• Planned Dungeon Crawls: If you are an
experienced GM from other games and have a
knack for designing your own dungeons, you can
pull out the grid paper and set up your own
dungeon for the players to explore. Here you can
handpick where to place combat encounters,
treasures, and even traps.
• Straight-Path Gameplay: If dungeons aren’t your
thing and your group simply wants to mess around
with the combat system, or if you’re comfortable
with a tight, on-the-rails story, you can simply run
the players through a gauntlet of encounters with
planned rest breaks and face off against the Boss in
the end.
68
IS IT ALL ABOUT THE DUNGEONS?
In a general sense, no, but in terms of gameplay and
mechanics, yes! This game is primarily designed
around its combat system and resource management.
That’s not to say it’s only about the dungeoneering
and getting killed, but it will make up a fair amount of
the experience.
You’ll always want to start each session with an
explanation for where the party is, what the next
dungeon they’re going to is, and the significance
behind it. Feel free to let players roleplay this out, too.
Exploring the Darklands is usually a bleak experience
without some dialogue and conversation as the
Undying approach their destination.
Usually, traveling from place to place is expected to
happen in between sessions: Rather than focus on the
minutia of traveling and managing resources like food
or water, the action is mainly focused on journeying
into the dangerous locales the Great Lords and their
servants have holed themselves up in and surviving.
WHAT IS A DUNGEON?
In essence, anything you want! It could be a massive,
ancient castle that has fallen into disrepair, a network
of labyrinthine tunnels where a Great Lord is sealed, a
deadly forest full of deadly beasts and plants, or even
a ruined village where the residents have all turned
into Undead. Keep a theme or two in mind for what
kind of experience you want the players to have. This
will influence what kind of items, weapons, and spells
they might find in here as well as what enemies they
may encounter.
69
COMBAT ENCOUNTERS
If running your own custom-made dungeon, you will
be responsible for placing enemy encounters on the
map. If you are using Random Generation, enemies
are encountered every time the players roll a 5 or 6
while exploring. Depending on how long you expect
sessions to last, you should typically put together
anywhere from 4 - 8 combat encounters.
These are not intended to be large-scale battles that
take up a great deal of time. Players have 4 choices of
action during combat and the rolling of dice to decide
enemy tactics will speed things along just fine. Rather,
this game is about quick skirmishes where being
careless can very easily lead to death.
Typically, there should be no more than 4 or 5 combat
encounters before players can have a chance to rest at
baseline. Early in the game, when players have fewer
charges in their flasks, you might reduce this to 3. As
players become more and more powerful and gain
more charges in their flasks, however, you might
prolong the amount of encounters they can face before
reaching a Shrine of Marnam.
For Random Generation, the default number of
combat encounters before a Shrine is guaranteed is 4.
Feel free to adjust this based on your players’ power
levels.
70
BUILDING AN ENCOUNTER
There is no hard and fast rule for creating a “fair” or
“balanced” encounter: Players might carve through
some encounters with ease, and struggle with others.
Death is almost an inevitability, and you can’t predict
how the dice will act during a given fight.
That being said, most fights are about quality over
quantity. Enemies attack mainly in response to player
input: 4 players ganged up on 1 large monster causes
as many counters as 4 players fighting 4 smaller
monsters separately. Most enemies and their stats are
built around the idea that players will be ganging up
on them whenever possible.
The primary function of having multiple enemies is to
add variety to fights. A troll will fight predictably after
a few rounds of battle, but keeping track of what the
troll is doing while there are harpies flying about the
place adds another dynamic to the fight. Most combat
encounters will have only 1-4 enemies depending on
party size.
Another important factor to consider is damage typing
and Status Effects. If your players are well-rounded,
ideally every fight should have one player at an
advantage and one player at a disadvantage. This is
where the theme of the dungeon comes into play:
Traveling underground to fight demons in a hellish
lava pit would make a Faith character very happy,
while a dense, deadly forest would be full of
poisonous flora and fauna the players would have to
watch out for.
71
ENEMY TYPES
Enemies can be described as belonging to one of 3
types:
• Horde: Horde enemies are usually felled by one
attack, tend to idle a lot, have no real weaknesses or
resistances, and are meant to be fought in groups.
Their primary danger comes from them being
grouped together and potentially countering multiple
times.
• Grunt: Grunt enemies can go down in 2 - 3 hits,
attack regularly, and usually have at least one
weakness and resistance. They hit hard, and can easily
pose a threat to an unsuspecting Undying. These
enemies should never outnumber the party, but aren’t
tough enough to warrant a hard fight by themselves.
• Brute: Brute enemies have large HP pools, high
Poise, and can inflict devastating blows. These
enemies are meant to be fought by themselves.
ADJUSTING FOR PLAYER POWER LEVELS
For the most part, enemies are balanced around
fighting player characters with an averaged amount of
Attribute Points. If you find that your players are
struggling against a group of enemies, consider
decreasing their numbers. For more of a challenge,
increase the number of enemies.
Remember that since enemies react directly to player
actions, adding too many enemies may prolong the
fight with more HP pools to carve through. It’s better
to add Horde enemies rather than Grunts and Brutes.
72
RUNNING COMBAT
When combat begins, describe what the players see,
and name the enemies so the players know how to
refer to them (even if their characters don’t). Describe
the scene, what kind of room or area they are in, and
what might be lying around. Players who take the
Assist action often might be interested in using props
or other aspects of the battlefield to give their fellow
players advantages.
Whenever a player uses an Action, enemies who are
Engaged will have a chance to counter. When an
enemy counters, roll a d6 and consult their chart to see
what they do. All enemies will have at least one
number dedicated to the “Idle” action, meaning the
enemy takes no action. This does not necessarily mean
they stand there and do nothing (unless they’re an
ancient Undead that is slow to react), rather it can
mean they’re biding their time or assessing the
situation before employing a strategy.
Each action has abbreviations for damage type,
whether the action can be used while Engaged or Not
Engaged, and what the attack might look like in the
mind’s eye. Be as descriptive as you like when
narrating enemy attacks. The full list of abbreviations
and how to interpret the action chart will be explained
in the ENEMIES section.
During the GM turn, you may make 1 enemy Engage
with or Disengage from a player, and you may have 1
enemy roll on the action chart and freely attack. This
can be the same enemy who does both actions.
73
BOSS BATTLES
At the end of every dungeon, the Boss reveals itself to
the party and faces off against them. You’ll generally
want to introduce the Boss when there’s about an hour
left of the session. If you plan your own dungeons, this
might be hard to implement, but if you’re doing
Straight-Path Gameplay or Random Generation, you
can very easily announce that the Boss chamber is
nearby.
Boss fights should almost always be near a Shrine of
Marnam so that players don’t have to do a lot of
backtracking and fighting old enemies just to try the
Boss again if they fall.
Bosses have large HP pools, damage and status effect
resistances, and are immune to Death. Great Lords
especially are always resistant to Dark damage, being
creatures of darkness themselves.
Great Lords are the major story bosses of the
campaign, and usually take the form of very large,
very tall humanoids, around twice the size of a regular
human, though some Great Lords may have turned
into gigantic monsters as a result of the darkness
corrupting them. They usually have grandiose titles
that signify the incredible amount of respect they once
held when the Darklands were still full of light (such
as Aoife, Queen of Winter or Jora of the Seven Blades).
There are sample Bosses in the ENEMIES section of
the book, but you will be tasked with creating your
own Great Lords for the players to fight.
74
WEAKNESSES AND RESISTANCES
Most enemies (aside from Horde enemies) will have at
least one weakness and/or resistance to a damage
type. Discovering and exploiting these weaknesses is a
key part of the game.
When an enemy is Weak to a damage type, the
attacking player adds 1d to the damage.
When an enemy Resists a damage type, the attack only
does 1d damage, no more, no less. Do not add scaling
Attributes. Ranged and Great weapons deal 2d
damage.
When an enemy is weak or resistant to a damage type,
only reveal it when the damage type is inflicted on
them, in which case, openly announce to the table that
the enemy is weak or resistant to that damage type.
Players must know when their strategy is working or
if they need to start using consumables and magics to
change their approach to the battle.
For Status Effects, only announce how high their
resistances are to each Status Effect when it takes effect
on them. If an enemy is immune, however, announce
the immunity immediately when the player tries to
inflict Status Effect damage on that enemy.
75
NON-PLAYER CHARACTERS
In general, you should come up with 1 - 3 NPCs you
might expect the players to come into contact with. It
is entirely up to you how many NPCs you wish to
include in the dungeon.
Many Undying are seeking ways to gain or preserve
their power in the Darklands as it withers away into
shadow. These motives might coincide with the
players’, or it might go against them.
Give your NPC a reason to be exploring the dungeon.
Are they lost? Trapped? In search of something? Is
there something about this dungeon the players don’t
know about, but this person does?
Think of a request an NPC might have for the players
to complete. Is there a monster that needs slaying? An
item recovered? A secret passageway to be found? If
the players decide to help the NPC on their mission,
give them an extra quest reward for doing so at the
end of the dungeon. Alternatively, let them choose
which extra quest reward they want as soon as the
side quest is completed.
While on a quest for an NPC, any time the players roll
a 2 during Random Generation, instead of meeting
another NPC, they instead happen upon their quest
goal, whether that leads to a combat encounter or
simply finding an important item.
76
If players take a liking to your NPC and wish to see
more of them, you can have them appear again in a
different dungeon next time, perhaps with another
quest for them to complete. Feel free to write secret
backstories for recurring NPCs and give them goals
they might be working towards. Some NPCs, if you
bring their questlines to fruition, might have dramatic
consequences on the rest of the plot, if you’re so
inclined to have player choice influence the story in a
major way. Introducing NPCs who might be working
against that original character might also appear,
giving the players reasons why they should help them
instead.
SAMPLE NPC’S AND THEIR QUESTS
Darragh of Eilon
A young knight clad in armor and a helmet that is adorned
with what look like the antlers of a stag. He claims to be in
search of an artifact of untold power that resides in this
dungeon. He was disgraced from his house for speaking out
against the Great Lords, and wants to find a a way to make
them pay for their crimes against the Great Power. Will you
help him find this artifact?
Vesper the Witch
A middle aged witch clad in dark robes and a hood that
conceals their features. They claim they have been living in
this dense forest for decades by themself. They task you with
finding and slaying a Great Bear and bringing them its
heart, that they might use it in a ritual they have been
planning for years. They say the party’s reward will be
great if they do this for them.
77
QUEST REWARDS
Every dungeon will grant players up to 2 quest
rewards for its completion. Successfully completing a
sidequest for an NPC will grant a third. Each time the
party elects to flee and skip past a fight, they forfeit a
quest reward.
Leveling up and taking extra flask charges is simple:
The player choosing to level up gets 1 point to increase
any Attribute, and they can take this quest reward
multiple times. Flask charges can only be taken once,
but they increase the maximum amount of charges
they can distribute between their Flasks of Vitae and
Mentis, to a maximum of 10.
Gear quest rewards will require a small amount of
planning on your part. There are three types of Gear
rewards you can offer:
• Equipment: Accessories or other equipment found
in the ITEMS section of the book. These usually
affect Stats, Attributes, Resistances, the ability to
cast magics, and other bonuses.
• Scrolls: Writings that contain spells or prayers. A
player can use these to learn new magics.
• Weapons: A new weapon that can be added to the
player’s arsenal.
Players may choose multiple Gear quest rewards, but
each reward must be a different type of Gear.
78
CREATING A GEAR LIST
For each dungeon you run, consider the theme,
location, and types of enemies you might encounter,
and make a list of at least 6 possible gear rewards that
might be discovered here.
For example, if the dungeon is a grand magical
academy that once taught students the art of spellcraft,
you might expect lots of force spells, Magic weapons,
and equipment that might help resist Magic damage.
Alternatively, exploring a massive cathedral full of
Undead priests from a bygone age when the gods
would walk the earth might have more prayers, Holy
weapons, and equipment that deals with the Holy
element, and so on.
It is usually a good idea for your 6 gear rewards to be
split evenly: 2 equipment pieces, 2 scrolls, and 2
weapons. Depending on your party size and
composition, you may want to adjust the ratio to fit
what your party would choose, or just include more
gear rewards in your list altogether.
CREATING A CONSUMABLE LIST
Each dungeon will also have consumables that can be
picked up. When players encounter a chest, they will
find up to 3 of a single consumable item. Create a list
of 3 consumables the party is most likely to find in the
dungeon. When a chest is found, roll 1d3 (1d6 and
halve the result, rounding up) to determine which of
the 3 consumables they find, and roll another 1d3 to
determine how many they obtain.
79
CHOOSE, OR ROLL?
When a player decides that they want a Gear quest
reward, you have the option of how to best proceed:
You can either give them the list of possible Gear
rewards and let them choose one, or you can roll 1d6
to determine which one they get. Each approach has
its ups and downs, and it largely falls onto personal
preference for you and your group.
CREATING WEAPONS
Weapons can be created specifically for dungeons or
randomly rolled to determine their qualities. Perhaps
you might even prefer to roll weapons up randomly
and let those results determine the theme of your
dungeon!
You can pick from the following charts or roll 1d6 for
each one to create a weapon to offer as a quest reward.
Go in order from top to bottom, then name the
weapon whatever you feel is appropriate (such as a
sword, whip, axe, mace, hammer, pick, etc.).
Weapons that deal Physical damage tend to be more
common than those that do not, but don’t let that stop
you from bringing in a plethora of different weapon
types. Each player can carry up to 3, so it never hurts
to give them options in battle.
All 1-handed weapons can be wielded with a shield. If
a player has a 1-handed weapon in their loadout, they
are assumed to have a shield they can equip at any
time.
80
WEAPON SIZE (with default damage and scaling)
1 Ranged weapon (No prefix) - 2d + Dex
2-3 1-handed weapon (No prefix) - 1d + Str/Dex
4-5 2-handed weapon (Great) - 2d + Str
6 Twin weapons (Twin) - 1d + Str/Dex
WEAPON AFFINITY (If Scaling is different from
Str/Dex, use that Attribute for all weapon sizes)
1 Physical (No prefix) - Str/Dex
2 Magic - Mind
3 Holy - Faith
4 Dark - Mind/Faith + 1d
5 Poison - Str/Dex, 1 Poison
6 Blood - Str/Dex, 1 Bleed
Sample Weapons:
• Magic Longbow (Ranged, 2d + Mind)
• Great Blood Scythe (2-handed, 2d + Str, 1 Bleed)
• Twin Poison Swords (Twin, 1d + Str/Dex, 1 Poison)
• Great Holy Flail (2-handed, 2d + Faith)
• Dark Shortsword (1-handed, 1d + Mind/Faith + 1d)
• Rapier (1-handed, 1d + Str/Dex)
81
ABOUT ENEMIES
All enemies have a set of statistics for the GM to keep
track of.
• Size: The general toughess of the enemy, expressed
as either Horde, Grunt, or Brute.
• Hit Points (HP): An enemy’s health. When this falls
to 0, the enemy is slain.
• Poise: An enemy’s stability and resilience. If the
damage from a single hit dealt to an enemy exceeds
this value, the enemy is staggered and cannot
counter the attacking player.
• Status: The enemy’s damage thresholds for Poison,
Bleed, and Death. These can have any number from
2-5. If an enemy has “X” listed as their resistance,
they are immune to that Status Effect and are not
affected by it. Enemies cannot suffer from Curse.
• Affinity: If an enemy has any resistances and
weaknesses to damage types, they are listed here.
Enemies can be Weak to a damage type or they can
Resist it. If a damage type is not listed, it deals
normal damage.
• Actions: A d6 chart the GM will roll any time the
enemy counters or does an action on the GM’s turn.
Roll 1d and follow its result. This usually describes
how much damage of what type is inflicted and
what range the enemy must be in to target a player.
84
THE ACTION CHART
Every enemy has an action chart that dictates what
they can do when countering a player or acting on the
GM’s turn. Each time an enemy would counter a
player, roll on that enemy’s action chart.
All enemies have at least 1 “Idle” entry on the chart.
When an enemy idles, they effectively do nothing for
that counter or attack. This does not strictly mean they
do literally nothing in the narration; the enemy could
be sizing up the situation or looking carefully for an
opening. Gameplay wise, however, they do not inflict
any damage.
Horde enemies Idle on a 1-3, Grunts Idle on a 1-2, and
Brutes, Bosses, and Great Lords Idle on a 1.
Unless specified, enemies must be Engaged with a
player to deal damage to them. During the GM’s turn,
the GM can move one enemy and let one enemy
attack, and this can be the same enemy.
Damage and Status Effects are inflicted with more
severity the higher you go on the d6 chart, and this is
intentional. There are effects that can add or subtract
from an enemy’s d6 roll, and this is meant to provoke
weaker or stronger attacks (or idling).
85
ACTION CHART ABBREVIATIONS
The action chart has a number of abbreviations that
aren’t present in other parts of the book for the sake of
making them compact and readable. The
abbreviations are as follows:
• NE: “Not Engaged”- The enemy may use this
ability on a player who is Not Engaged, whether by
countering a player’s ranged attack or choosing a
player to attack during the GM’s turn. This attack
may still target Engaged characters.
• Ph: “Physical” - The attack deals Physical damage
• M: “Magic” - The attack deals Magic damage
• H: “Holy” - The attack deals Holy damage
• Dr: “Dark” - The attack deals Dark damage
• Ps: “Poison” - The attack deals Poison damage
• B: “Bleed” - The attack deals Bleed damage
• C: “Curse” - The attack deals Curse damage
• Dt: “Death” - The attack deals Death damage
• Heal: Not an abbreviation, but indicates that the
enemy recovers their own HP instead of (or in
addition to) dealing damage.
• *: An asterisk above an action name indicates a
special ability or effect that is explained below the
enemy’s stats.
86
BOSSES AND GREAT LORDS
The enemies in this section detail pre-made, ordinary
enemies the players might regularly face. They are
balanced to where any party of Undying will be able
to take them down no matter their level, albeit at
varying levels of difficulty.
Bosses, particularly Great Lords, are generated or built
from scratch and are designed to be tough for any
party, and are scaled based on party size. There will be
a section at the end of this book detailing how to
generate Bosses and Great Lords.
Brute type enemies may also be used as “Mini-Bosses”
or other tough encounters, such as for completing an
NPC sidequest.
There is also a section that details how to design your
own enemies for the creative GM wishing to come up
with something that doesn’t fit the enemies that are
already here.
ENEMY CLASSIFICATIONS
This ENEMIES section is organized by the nature of
the enemies you may face (e.g. Undead, Wildlife,
Demons, etc.) and are generally sorted from weakest
to strongest. Use these classifications to determine
what kinds of enemies to feature depending on the
theme of your dungeon, and also use their power
levels to gauge how leveled the Undying should be
before trying to face these creatures in battle.
87
UNDEAD UNDEAD ARCHER
Grunt 1-2 Idle
Undead are humans whose minds and bodies have slowly HP: 12
Poise: 10 3 Sword: 5 Ph
rotted away from centuries of living without a God of Death
to guide them to the Underworld. Though they were once Affinity: - 4-6 Longbow: 7 Ph, NE
Undying such as yourselves, they now resemble little more Status: Ps 3, B 3, Dt 3
than rotten, shambling corpses. Undead have no innate An ancient warrior who favored the bow.
weaknesses or strengths, and are more fragile than most, but
should not be underestimated, especially in groups.
UNDEAD WIZARD
HUSK Grunt 1-2 Idle
Horde 1-3 Idle HP: 10 3 Staff: 3 Ph
HP: 6 4-5 Scratch: 3 Ph Poise: 8
4-6 Force Bolt: 7 M, NE
Poise: 3 Affinity: -
6 Tackle: 5 Ph
Affinity: - Status: Ps 3, B 3, Dt 3
Status: Ps 3, B 3, Dt 3 A magician who only ever mastered one spell.
Hungry, but unable to even pick up a weapon.
GHOUL GHOST 1-2 Idle
Horde 1-3 Idle Grunt 3-4 Vengeful Touch: 5 M
HP: 8 HP: 18
4-5 Sword: 5 Ph 5-6 Death’s Embrace: 3 M, 1 Dt
Poise: 5 Poise: 7
Affinity: - 6 Hack & Slash: 7 Ph Affinity: Resist Physical, Weak Magic
Stats: Ps 3, B 3, Dt 3 Status: Ps 3, B X, Dt 2
Clad in light armor and wielding a rusty sword. A departed soul, denied Paradise, wandering the Darklands.

UNDEAD KNIGHT
BANSHEE 1-2 Idle
Grunt 1-2 Idle
HP: 14 Grunt 3-4 Ghostly Claws: 5 M
3-4 Firebomb: 5 Ph, NE HP: 25
Poise:12 5-6 Wail: 5 Ph, 1 Dt
Affinity: - 5-6 Sword: 7 Ph Poise: 8
Status: Ps 3, B 3, Dt 3 Affinity: Resist Physical, Weak Magic
A heavily armored knight carrying a sword and shield. Status: Ps 3, B X, Dt 2
A spirit forever mourning the children they lost in life.
88 89
UNDEAD COMMANDER
Grunt
HP: 20 1-2 Idle
Poise: 13 3-5 Greatsword: 7 Ph
Affinity: - 6 Power Slash: 10 Ph
Status: Ps 3, B 3, Dt 3
A well-decorated officer clad head to toe in plate, wielding a
greatsword.
UNDEAD GIANT 1 Idle
Brute 2-3 Arm Swing: 5 Ph
HP: 46
Poise: 13 4-5 Boulder Throw: 7 Ph, NE
Affinity: - 6 Jump Slam: 10 Ph
Status: Ps 3, B 3, Dt 3
What was once a peaceful, thoughtful giant is now a
mindless husk full of aggression and fear.
SKELETAL DRAGON 1 Idle
Brute
HP: 58 2-3 Flame Breath: 5 Ph, NE
Poise: 14 4-5 Claw Attack: 7 Ph
Affinity: Weak Magic 6 Bite & Throw: 10 Ph
Status: Ps 3, B X, Dt 3
The remains of what once was a proud dragon, reanimated
with fell magic.

90 91
WILDLIFE IVYBUSH
Grunt
1-2 Idle

HP: 23 3-4 Vine Whip: 5 Ph

Animals, plants, and fungi that call the wilds of the
Darklands home. They have developed many methods of Poise: 11 5 Poison Pollen: 2 Ps, NE
acquiring prey, including toxins and claws to rip flesh Affinity: - 6 Thorn Embrace: 5 Ph, 1 B
apart. Many have unusual anatomy that makes them Status: Ps 5, B X, Dt 2
immune to certain status effects. Living shrubbery with thorny vines and poisonous flowers.
It stands upright when disturbed.
RAT
Horde 1-3 Idle
HP: 8
Poise: 3
4-6 Bite: 3 Ph, 1 Ps MYCONIAN
Affinity: - Grunt 1-2 Idle
Status: Ps 5, B 3, Dt 3 HP: 29 3-4 Gut Punch: 5 Ph
A common rodent of unusual size. It is horribly disease Poise: 12
Affinity: - 5-6 Deadly Spores: 2 Dt
ridden and is best avoided.
Status: Ps X, B X, Dt 3
GIANT MOSQUITO Bipedal fungi that fiercely protect their young. Their deadly
Horde 1-3 Idle spores can quickly overgrow the lungs with mycelium and
HP: 10 lead to a quick death.
4-5 Proboscis: 3 Ph, 1 B
Poise: 5
Affinity: - 6 Blood Spray: 2 B, NE
Status: Ps 3, B 5, Dt 3 MEDUSA
A mosquito that feeds on blood. Grunt 1-2 Idle
WOLF HP: 24 3-4 Snake Bite: 3 Ph, 1 Ps
Horde Poise: 13
1-3 Idle 5-6 Cursed Gaze: 2 C
HP: 12 Affinity: -
4-5 Bite: 3 Ph, 1 B Status: Ps 3, B 2, Dt 3
Poise: 7
Affinity: - 6 Tackle & Maul: 5 Ph, 1 B A creature resembling the large head of a woman with
Status: Ps 3, B 3, Dt 3 living, venomous snakes for hair. Her gaze inflicts a
A ravenous pack animal that tears its prey apart. debilitating curse.

92 93
 GREAT BEAR 1 Idle
Brute
HP: 56 2-3 Claw Swipe: 5 Ph, 1 B
Poise: 15 4-5 Quick Bite: 7 Ph
Affinity: - 6 Mauling: 7 Ph, 1 B
Status: Ps 3, B 3, Dt 3
Much larger than any regular bear, this ursine behemoth
can easily topple the sturdiest of trees.
GIANT SPIDER 1 Idle
Brute
HP: 47 2-3 Web Trap*, NE
Poise: 14 4-5 Bite: 5 Ph, 1 Ps
Affinity: - 6 Feed*: 5 Ph, 1 Ps, 1 B
Status: Ps 5, B 2, Dt 3
Web Trap: Shoots webbing at target, leaving them
immobilized. Target is unable to act until someone
uses the Assist action to free them.
Feed: Target must be affected by Web Trap to use this.
If the target is not Web Trapped, use Bite instead.
A massive arachnid that entraps prey in large, sticky webs.
DRAGON 1 Idle
Brute
2-3 Flight/Land*
HP: 60
Poise: 17 4 Bite: 10 Ph
Affinity: - 5-6 Fire Breath*: 7 Ph, NE
Status: Ps 3, B 5, Dt 5
Fire Breath: This action may target up to 3 Not
Engaged or Engaged players.
Flight/Land: Until this action is used again, the
Wyvern is airborne and cannot be Engaged with.
A winged lizard that spits fire and is covered in thick scales.

94 95
DEMONS
Servants of the Great Lords and gaolers of the gods. Even
the lowest among them is fearsome, and they wield the dark
powers of their masters. They fear holy light most of all.
IMP
Horde 1-3 Idle
HP: 12 4-6 Spear: 5 Ph
Poise: 8
Affinity: Weak Holy
Status: Ps 3, B 3, Dt 3
A small, malevolent, winged fiend which carries a spear.

SHADE 1-3 Idle

Horde 4-5 Shadow Bolt: 7 Dr
HP: 15 6 Hex: 2 C
Poise: 10
Affinity: Resist Physical & Dark, Weak Magic & Holy
Status: Ps X, B X, Dt X
A ghostly apparition of shadowy malice.

GARGOYLE 1-3 Idle

Horde 4-5 Stone Claws: 5 Ph
HP: 15 6 Flame Gout: 7 Ph
Poise: 15
Affinity: Resist Physical, Weak Holy
Status: Ps X, B X, Dt 3
A dragon with hard skin that is stone-like in appearance and
composition.

96 97
WHEEL DEMON 1-2 Idle GOATMAN 1 Idle
Grunt Brute
HP: 28 3-4 Flame Blast: 5 Ph HP: 57 2-4 Quick Swipe: 5 Ph
Poise: 12 5-6 Wheel Over: 7 Dr Poise: 12 5-6 Double Strike: 10 Ph
Affinity: Weak Holy Affinity: Weak Holy
Status: Ps 3, B 3, Dt 3 Status: Ps 3, B 3, Dt 3
A humanoid demon bound to the spokes of a fiery metal A towering humanoid figure with the head of a goat and
wheel. dual-wielding massive cleavers

GAOLER DEMON 1 Idle

1-2 Idle
Brute 2-3 Poison Breath: 2 Ps, NE
NIGHTMARE HP: 63
Grunt 3-5 Dark Halberd: 7 Dr Poise: 13 4-5 Sweeping Blow*: 7 Ph
HP: 30 6 Trample: 10 Ph Affinity: Weak Holy 6 Grand Slam: 13 Ph
Poise: 11 Status: Ps 3, B 3, Dt 3
Affinity: Resist Dark, Weak Holy Sweeping Blow: This action may target up to 3
Status: Ps 3, B 3, Dt 3 Engaged players.
A halberd-wielding demon atop a smoky, fiery horse A huge demon wielding a massive club fashioned from a
tree.
1 Idle
1-2 Idle SALAMANDRA 2 Flame Breath*: 5 Ph, NE
ARMORED FIEND Brute 3-5 Glaive: 10 Ph
3-4 Cast Shadow: 5 Dr, 1 C, NE
Grunt HP: 60
HP: 35 5-6 Dark Greatflail: 7 Dr 6 Constrict*
Poise: 16
Poise: 14 Affinity: Resist Dark, Weak Holy
Affinity: Resist Dark, Weak Holy Status: Ps 3, B 3, Dt 3
Status: Ps 3, B X, Dt 3 Flame Breath: This action may target up to 3 Not
A tall, imposing figure clad in thick, black armor, carrying a Engaged or Engaged players
massive flail and wearing an ornate, spiked crown. Constrict: Target is immobilized and cannot move
until the Salamandra’s Poise is broken.
A large, snake-like fire demon with a massive glaive.

98 99
CONJURATIONS ARCANE STUDENT
Horde
1-3 Idle

The arts of magic were first developed after humans HP: 12 4-5 Force Bolt: 5 M, NE
discovered that natural law was chaotic and in flux Poise: 7 6 Force Wave*: 5 M, NE
following the sundering of the Great Power. Practitioners of Affinity: Resist Magic
these arts were well-known for forging anomalous creations Status: Ps 3, B 3, Dt 3
for defense and attack, called Conjurations. These beings Force Wave: This action may target up to 3 Not
have varying weaknesses and resistances depending on the Engaged or Engaged targets.
will of the magician who created them. This section also A young, early practitioner of the magical arts, eager to
details the Undying magicians who brought these creations prove themself worthy of their master’s tutelage.
to life.
CHERUB
SERVITOR Horde 1-3 Idle
1-3 Idle
Horde HP: 14 4-6 Holy Light*: Heal 10
4-6 Force Bolt: 5 M, NE Poise: 14
HP: 11
Poise: 7 Affinity: Resist Holy
Affinity: Resist Physical, Weak Magic Status: Ps 3, B 3, Dt 3
Status: Ps 3, B X, Dt 3 Holy Light: This action can only be used on other
One of the most basic magical creations, a simple spirit enemies it is allied with: Never on itself. If all of its
often created to carry out one or two very specific tasks. allies are at full health, it Idles instead.
An avatar of godly light that provides a gentle healing grace
FLYING BLADE to its masters.
Horde 1-3 Idle
HP: 16 ACOLYTE
4-5 Slash: 5 M 1-3 Idle
Poise: 5 Horde
Affinity: Weak Magic 6 Lunge: 7 M HP: 15 4 Mace: 5 Ph
Status: Ps X, B X, Dt 3 Poise: 9 5-6 Jinx: 5 H, 1 C
A longsword enchanted to fly and ward off intruders. Affinity: Resist Holy
Status: Ps 3, B 3, Dt 3
A beginner priest to a dark god who wields curse magic very
liberally.

100 101
MIMIC 1-2 Idle CHANTER 1-2 Idle
Grunt Grunt
HP: 35 3-5 Claws: 7 Ph HP: 26 3 Holy Staff: 5 H
Poise: 14 6 Bite*: 10 Ph Poise: 12 4-6 Angelic Chanting*
Affinity: - Affinity: Resist Holy
Status: Ps 3, B 3, Dt 3 Status: Ps 3, B 3, Dt 3
Bite: Mimics appear as chests in rooms where players Angelic Chanting: All creatures allied with the
normally would find Consumables. When the chest is Chanter Resist all damage types except Magic and add
opened, roll 1d6. On a 1-3, the player who opened the 2 to each action roll on the d6 until the Chanter’s Poise
chest evades the attack. On a 4-6, use this Bite attack is broken or dies.
for damage dealt. An angelic being that sings gorgeous music that emboldens
A monster that disguises itself as a treasure chest. When its allies
opened or agitated, it reveals its massive, hulking arms that
sprout from each side.
HOLLOW ARMOR 1-2 Idle
Grunt 3-4 Tackle: 5 M
HP: 30 MAGICIAN 1-2 Idle
5-6 Punch: 7 M Grunt
Poise: 15 3 Staff: 5 Ph
Affinity: Resist Physical, Weak Magic HP: 33
Poise: 12 4 Force Bolt: 5 M, NE
Status: Ps X, B X, Dt 3
A suit of armor that has been magically animated to stand Affinity: Resist Magic 5 Counterspell*: 7 M, NE
guard. Status: Ps 3, B 3, Dt 3 6 Force Greatsword*: 10 M
Counterspell: When
POLTERGEIST 1-2 Idle this action is used, any Magic or Dark damage dealt to
Grunt 3-5 Throw Object: 5 Ph, NE the Magician from a single attack is nullified, and the
HP: 25 action’s damage is inflicted on the player who dealt
6 Throw Large Object: 7 Ph, NE
Poise: 12 the damage.
Affinity: Resist Physical, Weak Magic Force Greatsword: This action may target up to 3
Status: Ps X, B X, Dt 2 Engaged players.
A chaotic spirit that tosses nearby objects at its foes. A well-versed practitioner of the magical arts. Highly
proficient with Force spells.

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SERAPH 1 Idle HIGH MAGICIAN 1 Idle
Brute Brute
HP: 55 2 Divine Grace: Heal 15 2 Magic Sword: 5 Ph
HP: 60
Poise: 13 3-4 Thunderbolts*: 5 H, NE Poise: 14 3 Begone!*: 5 Ph
Affinity: Resist Holy 5-6 Searing Light: 10 H, NE Affinity: Resist Magic, 4 Dark Fire Bolt: 7 Dr, NE
Status: Ps 2, B 3, Dt 5 Resist Holy
Thunderbolts: This action may target up to 3 Not Status: Ps 3, B X, Dt 5 5 Marnam’s Gift: 2 Dt, NE
Engaged or Engaged players. Begone!: All players are 6 Starshower*: 7 M, NE
A powerful construct of holy light, it delivers divine forcibly pushed out of
radiance upon the unfaithful. Engagement with the High Magician in addition to
taking damage.
Starshower: This action targets all players, regardless
STONE GUARDIAN 1 Idle of Engagement.
Brute A learned magician who wields complex spells and
HP: 70 2-3 Stone Mace: 5 Ph
forbidden prayers in deadly combination.
Poise: 16 4-5 Shield Bash*: 5 Ph
Affinity: Resist Physical, 6 Grand Strike: 13 Ph
Weak Magic
Status: Ps X, B X, Dt 3
Shield Bash: The Stone Guardian holds up its shield
and is impervious to all damage until hit with Magic
Damage or until Poise is broken. It still blocks the
attack that breaks its guard, and it still acts as normal
when countering and on the GM’s turn.
A massive stone statue of an armor-clad warrior, wielding
an enormous mace and shield to boot.

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ENEMY WORKSHOP POISE VALUES
Poise does not have a hard rule: remember that the
All of the enemies presented in this section are easier it is to break Poise, the less likely the enemy is to
suggestions, and can be altered or reflavored at your act outside of the GM’s turn.
discretion to fit any kind of theme you’re going for.
• Minimum: 5
If you wish to create your own enemies, follow these
steps: • Low: 7

• Strength: Determine if the enemy is Horde, Grunt, • Medium: 12

or Brute. • High: 17
• HP and Poise: Roll dice to determine the enemy’s • Maximum: 20
HP and Poise, or choose a value from the possible
ranges. Heavy armor, tough scales, inorganic material, and
magical protections should indicate a higher Poise.
• Create an Action Table: Up to 6 Actions (including
Idling) will be created and damage values assigned. DAMAGE AND STATUS EFFECTS
If an enemy inflicts damage with its actions, use the
• Determine Affinity, if any: Horde enemies tend scale to determine how much to inflict:
not to have too many of either strengths or
weaknesses, but Grunts and Brutes typically resist • Low: 5
one type of damage or Status Effect and are
resistant to another. • Average: 7
HP VALUES BY STRENGTH • High: 10
To calculate HP, decide if your enemy is a Horde,
Grunt, or Brute, and roll: • Very High: 13

• Horde: 10 +/- 1d6 For Status Effects: If the action only inflicts Status
Effect damage, it should deal 2. If it is dealt in addition
• Grunt: 25 +/- 2d6 to regular damage, it should deal 1, and subtract 2
damage from the normal damage value of the action.
• Brute: 50 +/- 3d6

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CREATING A BOSS OR GREAT LORD
Your campaign’s length will determine how many
Great Lords exist, but typically a campaign will have
anywhere from 3 - 6. Defeating each is paramount to
progressing the story and bringing the players closer
to achieving APOTHEOSIS and becoming the Dark
Lord.
You may wish to create a pantheon of Great Lords
prior to your campaign beginning so that players
know who their targets are. Make sure you vary them
in personality and affinity: You don’t want all of your
villains to be weak to a single damage type.
The HP of a Boss is 50 + 10 times the number of
players in the party, + 3d6.
Poise will vary depending on how tough you imagine
the fight to be. If the Boss has a lot of heavy-hitting
attacks, consider giving them a lower Poise (8 - 11 is
considered low for Bosses), while weaker, more
calculated Bosses should have a higher Poise (15 - 18).
BOSSES & GREAT LORDS
HP: 50 + (10 x number of players) + 3d6
Poise: 8 - 18 depending on frequency of attacks
Affinity: Resist one type of damage, Weak to one type.
If a Great Lord, they also Resist Dark in addition to the
other type. Alternatively, you can make one of your
Resists or Weaks a Status Effect. If a Boss is resistant to
a Status Effect, its status is 5. If weak, its status is 2.
Actions: 1 is always Idle. Damage should be inflicted
on a scale of 5, 7, 10, and 13. If inflicting Status Effect
damage, reduce the attack’s damage by 2 and inflict 1
damage of the Status Effect. If inflicting Status Effect
damage by itself with no other damage sources, it
inflicts 2 Status Effect damage. At least one action
should have the NE tag.
SAMPLE WEAKNESSES SAMPLE RESISTS

As for damage, Bosses deal 5 damage at the absolute 1-2 None 1 None
lowest and 13 at the very highest, in intervals of 5, 7, 2 Magic 2 Physical
10, and 13. 3 Holy 3 Magic
All Bosses are immune to Death (Dt X). All Great 4 Poison (Ps 2) 4 Holy
Lords are resistant to Dark damage. 5 Bleed (B 2) 5 Poison (Ps 5)
6 Bleed (B 5)

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