DEDICATED TO KEVIN SKOOG

You believed in us until we had no choice but to believe in ourselves.

CREDITS
CONCEPT: James Davey, Jim Beverly
DESIGN: James Davey, Jim Beverly, C. Gavin Stroud, Corey McIntyre
WRITTEN BY: James Davey, Anie Witcher, Josh Heath, Jessica Karels, Matthew Montalto
EDITOR: Jen “Loopy” Smith-Pulsipher
WEBSITE DESIGN: Lia Lilley
COVER ART, LOGO, ART: Lucas Ryan
ADDITIONAL ART: Jimmy Nijs
FILLER ART: Generated using Midjourney AI
PROJECT MANAGEMENT: Darrel Crenshaw
CREATIVE LEAD: James Davey
CHARACTER SHEET DESIGN: James Davey and Amber Godat
CHAPTER FICTION - “SOME MYSTERIOUS REWARD:” Satyros Phil Brucato
PLAYTESTERS: Annika T., Izzi Owens, Wheeler “just Wheeler,” Daniel Hunt, Kat Mayes “the Magnani-
mous,” Raven Potter, René Guzmán, Anthony Potter, Patrick Floyd-McLamb, Logan Stroud, Finn Kiley,
William Anthony Cornella, Kevin Skoog, Andrew Sayman, Jessica Davey, Arik Davey, Ian Caple, Sarah
Witman, Teagan Alexis Pike, Bob Carter

SPECIAL THANKS
THE DAVEYMAN FAMILY
Thanks for putting up with my anxiety, the grueling hours, and my occasional rants about never finishing
this book.

JACQUELYN VELVETS
Without the investments you’ve made in time, money, and energy, this thing would never have gotten off
the ground.

IZZI OWENS
Your support has meant the world. From making rad intro stingers to giving us a platform to spread the
Dread word, you’ve been instrumental.

THE SUNDAY TT CREW

Kurt Hassenger, Corey McIntyre, Egger Baldrsen, Corey Slate, Andrew Sayman, Rhys Wolfe, Jon Knoche,
Brittany Keretz, and Trey Naivar

©2022 Gem and Eye RPG Studios, LLC All Rights Re- For more informaton, visit us as
served. Reproduction without the written permission of www.TheMidnightWorld.com or email us at
the publisher is expressly forbidden, except for the pur- James@themidnightworld.com
poses of reviews or blank character sheets which may be
reproduced for personal use only.
CREATOR’s FOREWORD
There’s a peculiar phenomenon happening in popular culture right now. For perhaps the first time in modern history, it
has become acceptable for sufferers of mental illness to speak openly and frankly about our struggles. Only a handful of
years ago, publicly discussing our symptoms and treatments could easily preclude us from social engagement, romantic
fulfillment, and in some cases, even gainful employment. Those of us who battle mental illness were widely mytholo-
gized as dangerous, explosive people. Commonly-held belief said that even the most docile among us might lose our
wits and give ourselves over to egregious acts of violence without forewarning.

But over the past decade or so, the advent of social media has allowed us a keener insight into the headspaces of the
people that we most admire. We are finally starting to realize that everyone suffers sometimes, and that such suffering is
not a reflection of failure or weakness. We’re starting to understand that mental illness does not define a person, but is
instead only a single part of a much more complex whole. As our cultural understanding of these conditions has broad-
ened, many of us, emboldened, began to share our own stories. In doing so, we often find that others have developed
tools that we can use to help ourselves.

The Midnight World began as an attempt to develop just such a tool. The initial developers, both combat veterans
suffering complex PTSD, sought ways to convey some of our emotional experiences to our friends and family. We’re
both life-long fans of RPGs, so we decided to test out various game systems in the hope that we could emulate some of
the core components of our lived truths, allowing the people close to us to experiment with those feelings in the safe
environment of collaborative fiction.

We found that, while many systems are fantastic at replicating the sudden lightning-strike of all-out terror, none seemed
to be able to capture the central feeling that had become a large part of our stories.

Put yourself into the shoes of someone who struggles with mental illness daily. A strange kind of anxiety plants itself
in your gut the moment you realize that something’s not right. You do your best to explain it away—to shape logic into
a spade that you can use to dig it out at the root. No matter how many of its wriggling shoots you pry loose, though, it
always seems to keep growing. You do your best to wish it away, but eventually its thorny tendrils twine around your ribs
and threaten to crush your breath right out of you.

The game that would become The Midnight World grew out of a single RPG mechanic we developed to help us replicate
that feeling, hoping that we’d be able to use the mechanic to explain our daily struggle to others. By immersing players
in this feeling for a little while, and then safely removing it from them at the end of a story, we started an open and frank
discussion about our own mental health.

As it turned out, we also really loved the stories that our mechanic enabled us to tell. Suddenly, we had a tool that
allowed us to really dive into speculative horror and thriller fiction in a way that felt unique. We could tell immersive
stories that included a systematic representation of how certain circumstances might affect a person. As these effects
stacked during play, we noticed that the pressure they created also affected a substantial change in the way the players
approached the game. They were more emotionally invested: more present in the moments their characters experienced.

What began as a simple attempt to create a mechanic for another game has now grown into its own entire game: a
love-letter to the works of Edgar Allen Poe and Stephen King that we truly hope excites you. We also hope that it pro-
vides you some catharsis if you share struggles like ours, or some understanding if you don’t. What we want most of all is
for you to enjoy your time in The Midnight World.
 Dr. Martinette Lavigne
Priest of Atum, 3rd Circle
Temple of le Roi Soleil
Paris

Xan,

I have attached the firsthand account that we spoke about last week. As far as we
can tell, the Host in question survived the Transcendance. If you can find him,
the Priesthood would be fascinated with any details he’d be willing to provide.
We eagerly await your findings.

I was 12 when the darkness claimed me.

Mike had this great idea. Mike, my best friend. The guy who thought playing in construction sites
and drainage tunnels was the best thing ever. Mike, whose parents were never home and whose
house smelled like incense and old books and whose folks had an old-school stereo that played
vinyl records in their living room. Who had a whole wall devoted to faded sleeves and bright new
collector’s editions and box sets of CDs and record albums you could hold in your hands and drop a
diamond needle on when you wanted to hear the voices of the dead.

Mike with curly black hair and a mouth full of lies so bold that even I knew he was full of shit,
because whenever Mike spoke, he was lying and that’s just how he was back then.

My best friend was good to me. And so, he was my best friend. I never had many of those. These
days, I have even less of them. I haven’t spoken to Mike since the day he pointed a gun in my face,
but I’m getting ahead of myself and that doesn’t have much to do with the darkness and the day it
took me in and left itself inside my head.

I lived a different life in the days and years before then. I was shy, sure, and quiet in ways parents
appreciate and other kids make fun of. I had a head full of spaceships and monsters of the fun kind.
Life-and-death dramas played out on pages and screens, not in flesh and words that hurt to recall.
Life back then was special effects and homework and parents trying to hang on to the little kid I
didn’t want to be anymore.

I still thought I was a boy at the time. My body told me otherwise. And my parents. And the kids at
school. And the pervos passing on the street who couldn’t just let a kid be a kid and figure that shit
out when we got around to it. Especially them.

I was lucky. No one forced the issue on me. Came close a few times, yeah, but not the way I know
it got forced on other people. Mike accepted me. My parents accepted me. No one forced me to
decide who or what I was back then.

Until the darkness.

On the day it swallowed me.

It was Saturday afternoon and a thunderstorm hung on the edges of the too-hot, too-bright sky. A
construction company was building a new housing development by Mike’s place back then. “Hey, Joie,”
he’d said when we’d gotten bored with listening to old Yes albums and had drunk enough Cokes to make
us feel like we could vibrate through the floor, “I found something cool the other day.”
“I’m surprised you could find it without a microscope.”

It took him a minute. Then he got it. We laughed. Everything’s funny when you’re 12.

“Not that,” he said when we caught our breaths. “I’m serious. I found this really cool place near
the construction site. Let’s go check it out!”

It says a lot about my friendship with Mike that even at 12 I didn’t question a boy wanting to “take
me somewhere” and “show me something.” It says a lot about him that he didn’t betray that trust.

Not intentionally. Not until later.

We felt the hot breath of the storm ride in on the humid afternoon.

Back then, Reedsworth Farms still looked like the farmland it once had been. The prefab
developments hadn’t yet sprouted industrial acne all over Westland County, or left the
pockmarked craters of abandoned industrial parks, tree-stripped soil, and houses built too fast
and cheap to last. You could still see the horizon from Mike’s front yard. That day, the horizon
was turning black as Mordor on the march. We liked playing in the rain, though, so the idea of a
thunderstorm adventure on a hot afternoon appealed to us. We pounded off across hot asphalt
toward the new construction site nearby.

To imaginative misfits like us, buildings under construction loom like dinosaur skeletons from
strange dimensions. With the roaring machinery shut down for the weekend, those structures
breathed an eerie silence. Sudden cracks from across the fields tolled the advance of Mordor’s
dark horde. Wet-blanket heat pressed damp T-shirts and shorts to our skins, filling our lungs
with heavy cotton. Careful of debris, we scooched under the portable fences intended to keep kids
like us away. In that heat, its silence broken by incoming thunder, we could envision ourselves
survivors of an alien apocalypse, stalked by titans who spoke their name in storms.

We stealthed our way through bellies of alien war machines, forgotten ruins, and the remnants
of vast battles fought before our time. Occasionally, we’d whisper to each other, caught up in the
fantasy of invasion and the potential for discovery. That second risk wasn’t entirely unfounded.
Security guards made their rounds as we hid in shadows. Their voices and the electric snap of
radio replies sent our hearts jumping inside our chests. With a secret language born of such
adventures, Mike and I gestured to each other through the maze. Above us, light dimmed from the
approaching clouds.

That’s when we found the hole.

In hindsight, I can’t imagine what it was for. My adult mind discards possibilities: A drainage
tunnel? A cable pipe? An escape hatch from an unbuilt panic room? I have no idea. In the years
since then, I’ve compared my memories of that concrete void against everything I know about
construction sites.

None of it makes sense.

But it was there.

I know it was there.

Because, of course, we crawled into it.

And that was where darkness crawled into me.

THE MIDNIGHT WORLD

TABLE OF CONTENTS
Creator’s Foreword......................................................................................................................5

Chapter 1: Setting and Style........................................................................................................................................11

Living and Dying in The Midnight World.........................................................................................................................11
The Twilight Veil..............................................................................................................................................................11
Dread Beings................................................................................................................................................................. 12
Servitors, Egregoroi, and Chimera................................................................................................................................ 13
The Touched.................................................................................................................................................................. 14
Cults.............................................................................................................................................................................. 14
The Midnight Clock........................................................................................................................................................ 16
Style: Core Concepts.................................................................................................................................................... 16
Inspirations.................................................................................................................................................................... 19

Chapter 2: Character Creation and Basic Systems................................................................................................. 24

Creating a Character..................................................................................................................................................... 24
Memory Fragment Tables..................................................................................................................................27
Basic Systems............................................................................................................................................................... 31
Core Attributes............................................................................................................................................................... 32
Secondary Attributes..................................................................................................................................................... 32
Skills.............................................................................................................................................................................. 33
Aptitudes....................................................................................................................................................................... 38
Specializations.............................................................................................................................................................. 38
Archetypes.................................................................................................................................................................... 46
Vocations....................................................................................................................................................................... 51
Trauma Triggers............................................................................................................................................................ 55
Solace Triggers............................................................................................................................................................. 56
Privileges and Challenges............................................................................................................................................. 57

Chapter 3: Advanced Systems................................................................................................................................... 76

The Midnight Clock........................................................................................................................................................ 76
Character Advancement................................................................................................................................................ 78
Resolving Skill Checks.................................................................................................................................................. 78
Attribute Dice, Skill Dice, and the Dice Pool........................................................................................................................................78
Distress Dice.......................................................................................................................................................................................79
Target Number and Hits.......................................................................................................................................................................79
Degrees of Success............................................................................................................................................................................79
Contested Checks...............................................................................................................................................................................80
Assisted Checks..................................................................................................................................................................................80
Combat.......................................................................................................................................................................... 80
Weapon Qualities.......................................................................................................................................................... 85
Armor Qualities.............................................................................................................................................................. 86
Artifacts......................................................................................................................................................................... 88
Dread Qualities.............................................................................................................................................................. 88
Conditions..................................................................................................................................................................... 91
Keeping It Together....................................................................................................................................................... 94
Wounds......................................................................................................................................................................... 95
Wound Table........................................................................................................................................................................................96

Chapter 4: Dread Manifestations............................................................................................................................... 99

8
 THE MIDNIGHT WORLD

Themes......................................................................................................................................................................... 99
Cost............................................................................................................................................................................... 99
Dread Manifestations by Theme.................................................................................................................................... 99
Decay..................................................................................................................................................................................................99
Fundament........................................................................................................................................................................................101
Hydromancy......................................................................................................................................................................................103
Molecular Mastery.............................................................................................................................................................................105
Planar Manipulation...........................................................................................................................................................................106
Refractive Mastery.............................................................................................................................................................................108
Stellar Invocation............................................................................................................................................................................... 110
Temporal Adept.................................................................................................................................................................................. 111
Thought Control................................................................................................................................................................................. 113
Vital Touch......................................................................................................................................................................................... 115
Void Mind........................................................................................................................................................................................... 117

Chapter 5: Dread Beings.......................................................................................................................................... 123

What are Dread Beings?............................................................................................................................................. 123
Sigils............................................................................................................................................................................ 123
Fragments of the Beyond............................................................................................................................................ 124
The Burrowing Crown.................................................................................................................................................. 127
Gnomonia, the Murderous Fate.................................................................................................................................. 129
HagYe, the Dancing Void............................................................................................................................................. 133
The Star Eater............................................................................................................................................................. 135
The Taker..................................................................................................................................................................... 139
That Which Grows....................................................................................................................................................... 141
The Unknowable Word................................................................................................................................................ 145

Chapter 6: Cults......................................................................................................................................................... 150

Cult Overview.............................................................................................................................................................. 150
Children of the Everblazing Star.................................................................................................................................. 153
The Congregation of NOW.......................................................................................................................................... 157
Epicurean Assets......................................................................................................................................................... 163
The Null Host............................................................................................................................................................... 167
The Stalker Movement................................................................................................................................................ 173
Thought Wardens........................................................................................................................................................ 179

Chapter 7: The Director............................................................................................................................................ 186

One of the First Arts.................................................................................................................................................... 186
Why Words Matter....................................................................................................................................................... 186
Uneasy Is the Head That Wears a Crown................................................................................................................... 187
Navigating Difficult Topics in Horror............................................................................................................................. 188
Consent and Boundaries in Horror Gaming................................................................................................................ 190
Course Correction....................................................................................................................................................... 192
Stories of The Midnight World..................................................................................................................................... 193
Building Dread............................................................................................................................................................. 196
On-Demand Antagonists............................................................................................................................................. 197
Creature Concept and Assigning Type........................................................................................................................ 197
Applying Tags.............................................................................................................................................................. 198

Chapter 8: Avery, Maine............................................................................................................................................ 203

9

CHAPTER 1 : SETTING AND STYLE
In The Midnight World, the sun comes up each
morning, and each evening it sets. Storms brew in
the sea and drive thunder and rain deep inland,
where it falls on people hard at work doing jobs they
hate so that they can afford to do what they enjoy
on the weekend. These people are recognizable to
you. They live and die just like you do. They fall in
love, move in together, and break up. They dream
of joy, and sometimes they even find it. They aren’t
any more miserable, paranoid, or afraid than most
people you know. But when you peer more closely at
this picture of Earth and its inhabitants, the veneer
of similarity begins to slip away.
LIVING AND DYING
IN THE MIDNIGHT WORLD
The sun indeed rises in The Midnight World, but
it never seems to quite reach its zenith. A per-
fect, cloudless day never gets any brighter than a
deeply overcast one on your Earth. People in The
Midnight World have acclimated to their reality;
they’ve never known anything as brilliant as your
star. Counterintuitively, when night does fall,
the faintest sliver of waning crescent moon casts
almost enough light to read by. While the silvery
light is much cooler in both tone and temperature
than that in your world, on a clear night, the full
moon is every bit as radiant as the midday sun. As
in your reality, scientists in The Midnight World
playfully debate whether the full moon has some
diabolical effect on human anatomy, or if the
spike in crime and accidents observed on those
days is simply due to a concomitant increase in
available light.
Storms percolate on the coast—but sometimes
they also randomly snap into existence in the
middle of the tundra. Weather fronts rarely fol-
low anything approaching a predictable pattern,
and phenomena like El Niño and the jet stream
behave so erratically that they often flummox even
experts. Meteorologists are widely mocked when
they fail to make accurate predictions, but the
THE MIDNIGHT WORLD
jokes quickly turn to suspicion and mistrust when
the weather experts get it right a little too often.
The people of The Midnight World, those same
people who look so much like you at first glance,
have never known a version of Earth that wasn’t
adversarial towards them. They’ve grown more or
less accustomed to her whims, and they’ve forged
an uneasy relationship with nature. They build their
cities. They live their lives. They do their best. And
occasionally, a previously unknown tectonic plate
shifts and reduces their work to ruin.
Almost no one in The Midnight World ever
questions why some natural phenomena are pre-
dictable while others aren’t. Even among the
scientific community, there’s little appetite to
understand the pernicious forces that lie outside
of the observable realm. This is just the way the
world is. They can either come to terms with that,
or they can go mad.
The people of this Earth are curious; they’re just
like us. Curiosity has driven them to great inno-
vation and magnificent feats of creativity. But
unlike in your world, where nothing seems out
of human understanding’s reach, they’ve learned
CHAPTER 1: SETTING AND STYLE
to begrudgingly accept that there are some things
in The Midnight World that people just aren’t
equipped to comprehend.
THE TWILIGHT VEIL
Just after the big bang, an infinite number of neo-
natal universes were separated from each other by
a thin celestial caul—a fine net of sub-sub-atomic
particles that functions almost like the membrane of
a cell. When it is working properly, this Twilight Veil
allows cosmic material to traverse freely between
universes while excluding larger detritus that might
cause damage. In the case of The Midnight World,
though, this barrier has sustained critical injuries.
Instead of filtering out dangerous cosmogonic
noise, the Twilight Veil surrounding this version of
11
 THE MIDNIGHT WORLD
Earth exposes it to the limitless graveyard of nearby
Corpse Universes.
These stillborn shards of realities either never fully
came to be, or have since withered on the vine. Corpse
Universes operate in a way that is entirely foreign to
human understanding. Across the multiverse, the
substantial realms follow the same set of physical
rules: natural laws that are partially described by our
understanding of physics and mathematics. These
rules form the basis of a kind of language that is con-
sistent across reality: a metaphysical infrastructure
allowing for the complexities of Creation.
Corpse Universes don’t speak that language. Because
these realms aren’t entirely substantial, they aren’t
bound by the meta-structure that governs the rest
of the multiverse. Instead, they all have their own
peculiar internal rulesets, which may or may not be
compatible with the laws of material Creation. In
these inconceivable places, perhaps two objects with
mass can occupy the same space at the same time.
Perhaps there is no limit to forward velocity. Perhaps
CHAPTER 1: SETTING AND STYLE
matter can be spontaneously created out of nothing
and reduced to nothing again. Due to their chaotic
make-up, nearly all of these dead realities are utterly
inhospitable to life.
Still, a scant few have somehow managed to nurture
living creatures of a sort. Like the Corpse Universes
themselves, these strange entities can’t precisely be
described as “real.” So long as they remain confined
to their native planes, they exist somewhere in the
imperceptible space between potentiality and actuality.
Sometimes, through determined effort or random
chance, these creatures can find a crack in the Twilight
Veil. These weak points are never sufficient to offer
full entrance to the colossal things, but rips in reality
can nonetheless allow tendrils of their influence to
slip through into the physical universe.
12
DREAD BEINGS
It’s inaccurate to say that all of the Dread Beings (or
Beyonders) are of malign intent. Their motivations
are so entirely alien to the human mind as to be un-
fathomable. What can’t be disputed, though, is that
whenever their touch is felt in the physical world
calamity follows.
Most Dread Beings were born in the moments after
Creation, and many of them have existed since then
as the sole inhabitants of their parent universes. They
have uniformly become masters of their home realms,
and they have conquered the internal rules of those
realities. By their nature, Dread Beings are creatures
of immense power.
It is impossible to describe Beyonders in paltry phys-
ical terms. When they have bodies, those shapes
aren’t beholden to the laws that govern the rest of
the multiverse. They can be impossibly large or in-
finitesimally tiny. They spread themselves out across
legions of beautiful beasts, or contain themselves in
a single throbbing mass of limbs, pustules, and teeth.
Frequently, they simply eschew any specific corporeal
form. They are strictly conceptual, and their bodies
can encompass any terrible thing the human mind
can imagine.
Their influence reaches throughout the multiverse;
nearly every version of material reality has felt the
brush of their titanic claws. In each universe that hosts
sentient life, Dread Beings become part of common
lore. Some Humans have called them Fair Folk and
aes sídhe. Others have labeled them venerable ani-
mistic spirits, or cruel demons that require the most
perverse of sacrifices. In some cases, they’ve even
been worshiped as Gods.
But the Dread Beings plague The Midnight World

more than any other iteration of the physical universe.
Here, where the Twilight Veil is threadbare, they exert
their power towards aims that seem utterly incompre-
hensible to the mortals inadvertently grazed by their
talons. On rare occasions, two or more Beyonders will
come into contact through their agents in the phys-
ical world. These brief moments of communication
invariably lead to conflict. Dread Beings simply aren’t
accustomed to dealing with anything as powerful as
themselves; they are petulant, jealous Gods, and they
aren’t willing to share their toys.
It can be difficult to wrap your head around the
concept of Beyonders. They’re never sympathetic
or relatable, and they don’t think in ways that make
sense to human beings.
They aren’t always evil by the modern definition of
that word, but they are nonetheless incomparably
powerful, capricious, and totally unconcerned for the
lives of mortal beings. They each have specific goals in
mind. In some cases, these aims are ostensibly in man’s
best interest. When that is the case, though, it isn’t by
design. Helping humanity is merely an unintended
consequence of a much grander plan—one that will
end with the destruction of all life in the cosmos.
Dread Beings are discussed in detail in Chapter 5.
SERVITORS, EGREGOROI,
and CHIMERA
So far, no Dread Being has discovered a tear in the
Veil wide enough to let them materialize bodily in The
Midnight World. This circumstance is probably for the
best, as such an event would constitute a cataclysm on
a scale heretofore unseen in the material universe. It’s
likely that the great Beyonders themselves are aware
of this effect, and they generally avoid the destruction
of the known multiverse for selfish reasons.
Instead of working directly in the physical world, the
Dread Beings dispatch Servitors, mindless fragments
of their will, to fulfill specific tasks. These drone-like
creatures pursue their progenitor’s purpose bluntly,
lacking the capacity for finesse or circuitous logic.
They tend to take grossly exaggerated forms that recall
their parent Being. The Servitor of a hive intellect,
for instance, might become a hornet the size of a
house-cat while a dead God’s minion might resemble
a massive, decaying hound. For the most part, Ser-
THE MIDNIGHT WORLD
vitors disregard the mortals they encounter. Unless
a human gets between them and the completion of
their task, they usually ignore the intrusion.
Sometimes, a Beyonder burdens its Servitor with a
task too complicated for it to complete alone. In these
cases, several fragments of the Dread Being’s will come
together to collaboratively solve the problem. By sharing
their individual mental processing power, a collection of
Servitors can meld into a new, fully autonomous sentient
being. The offspring of this merger is an Egregor.
Egregoroi are vastly more dangerous than the Servitors
used to create them. They are keenly intelligent and
ruthless in the completion of their assignments. Anything
they assess as a threat becomes a target for oblitera-
tion, and nothing short of their complete destruction
will prevent that eventuality. Even more frightening,
Egregoroi are capable of learning and critical thought.
While enraged Servitors will throw themselves one after
another into the same trap, an Egregor might manipulate
the trap so that it springs against the ones who set it.
Like their lesser counterparts, Egregoroi usually take a
form that echoes the Being that birthed them, but with
much more subtle features. That same hive intellect
may spawn a gargantuan wasp that, from a distance,
resembles a man bundled in a heavy coat. The dead
God might employ a stitched-together homunculus
that can, with effort, blend into a crowd.
The deadliest agents of Dread Beings are the Chimerae.
These monstrosities form when a Beyonder entirely
conquers a mortal’s mind. By meticulously breaking
CHAPTER 1: SETTING AND STYLE
down the flimsy barrier between cognizant thought
and the dreaming world, a Dread Being establishes
a psychic link into the material universe. Unlike
Servitors and Egregoroi, which exist to carry out
orders distinct from a Beyonder’s direct oversight,
the Chimerae are manifestations of a Dread Being’s
whole intellect given physical form.
Unfortunately for the host, that kind of energy can’t
be contained in something as fragile as a human
body for long. From the moment Chimerae form,
they begin to rapidly deteriorate. They may resemble
humans for a moment, but before long, their master’s
conceptual structure begins to rip its way through. In
the handful of moments before their doom, Chimerae
closely resemble their parent. They become Gods on
Earth, and for that brief time, nothing in the universe
is as dangerous.
13
 THE MIDNIGHT WORLD
THE TOUCHED
Although paranormal threats seem omnipresent in
The Midnight World, an enormous majority of res-
idents never encounter them. For these people, life
carries on day-to-day as it always has. They get up.
They go to work. They go home. They go to bed.
This monotonous grind leaves them little energy
to consider larger metaphysical questions about
their universe.
They don’t worry why the sun is so dim; to them, it
always has been. They’re unconcerned with the causes
of sudden unpredictable natural disasters; that’s just
the way the world is. They watch the news. They
donate to the Red Cross. They thank God it didn’t
happen here, and they go back to work.
Scattered throughout the masses, though,
exist a different sort of people—the ones
who, at some point in their lives, en-
countered the cruel entities just be-
yond the Twilight Veil. For the
most part, the Touched are just
trying to live their lives like
anyone else. But unlike their
friends and neighbors, they
have seen the puppet masters’
gossamer threads and learned
to spot them for what they are.
Everywhere they glance, they see
the dark energy of the Beyonder’s
webs.
CHAPTER 1: SETTING AND STYLE
Many people touched by the Dread
Beings’ bloody talons are forever
cursed with the power to recognize ex-
traplanar influence on their Earth. Sleight of
hand can’t divert them, and even powerful magic
can only fool them for so long. They have an
instinctual, autonomic intuition that alerts them
when they are in the presence of Dread power.
While it may be difficult to conceal such influence
from them, though, they sometimes interpret this
sensation incorrectly. Almost all of the Touched
become hyper-vigilant, imagining that they sense
inhuman monsters’ influence in every unfortunate
event or inexplicable tragedy.
Most of the Touched struggle with some form of
14
mental or emotional disorder. Just like any group
exposed to severe trauma, they tend to suffer from
depression, anxiety, and PTSD, among other illnesses.
Not all people who experience mental illness have
been Touched, though, nor do all the Touched suffer
in this way.
Nonetheless, they do all have one thing in common.
Whether they are mentally unstable or well adjusted,
all of the Touched are on borrowed time, simply by
virtue of surviving their initial encounter. The Hour
Hand of the ephemeral clock counting out their lives
has ticked forward. They’ve begun a progressive pro-
cess that will only increase the attention they receive
from beyond the Veil.
Excluding one exception, all player-characters in
The Midnight World are Touched. For
more information on charac-
ters who haven’t begun their
inevitable march, look in Chap-
ter 3 under the Challenge
“Untouched.”
CULTS
Dread Beings are petulantly
unconcerned with the hor-
rifying possibility of un-
making reality. Despite this,
many people in The Midnight
World believe that these enti-
ties actually have humanity’s best
interest at heart, or at least think
they can be placated enough to
prevent the wanton destruction
of mankind. Some Dread Beings
have built churches of religiously
devoted followers. Others institute
more subtle manipulations; their followers may
not even know who or what they serve. Still others
have followers who serve out of fear, seeking to sate
their master’s desires in the hope of preserving the
world just a moment longer.
Regardless of who they serve or why, all cultists
believe they are trying to do what is necessary to
make the world a better place. Most of them have a
skewed understanding of their masters’ motivations,
assuming cultists are directly aware of them at all. As
a result, while some cults may have tensions between
 THE MIDNIGHT WORLD

THE ABYSS MIND: AN EXAMPLE OF A DREAD BEING

The Abyss Mind originated on a parallel Earth where mountains never broke the sea’s surface. In the absence
of dry land, ecosystems beneath the waves flourished and died to an absurd extreme. Evolution, normally
governed by a recognizable set of laws, escaped the confines of its framework and began rapidly testing and
discarding forms of life without any observable order or purpose.

Species of otherwise well-adapted creatures were totally wiped out by inexplicable punctuations of bacterial
development. Other remarkably delicate animals survived these extinctions unscathed, only to morph four or
five generations later into entirely new phyla that dominated whole systems into oblivion. In this environment
of chaotic evolutionary peaks and troughs, it became increasingly unlikely that intelligent life would develop.

But an odd thing happened a few thousand millennia ago. Data, in the form of very limited proto-memory,
began to store itself in the bio-electrical systems of various types of anemone. These snippets of information
served to warn nearby members of similar species about threats or alert them to favorable conditions. Initially,
proximity limited the data’s spread, as communication only occurred when the two animals’ tentacles touched.

Before long, though, these rudimentary creatures developed an enzyme that allowed them to encode their
“memories” into a thin gel they could secrete. Small fish inadvertently coated themselves with the gel as they
darted among the anemones’ swaying branches. The fish then ventured into open water and encountered
one another, thus transferring the gel between them. As these tiny messengers returned to their homes, they
communicated their cargo onto the tentacles of new recipients, and an embryonic neural network began to
slowly emerge.

The ability to communicate, even so simply, created a massive advantage for the burgeoning colony—sufficient
to survive this Earth’s evolutionary system. As the network responded to the endless flow of threats, its ability
to form complex solutions grew exponentially.

When a new type of snail emerged and fed on the “memory gel,” the anemones reacted by learning to grow
only among hard coral that was inhospitable to their predator. When disease threatened to eradicate their

CHAPTER 1: SETTING AND STYLE

messenger fish, they incorporated hardier and more varied creatures as signal carriers. When the data stored
in the component animals proved too simplistic, they began to arrange themselves into ganglia-like cells and
combine their ability to compute complicated messages.

In only a few thousand years, a shockingly short time compared to similar developments elsewhere in the
multiverse, all life in this Earth’s oceans had become a part of a single enormous brain. This sentient brain
incorporates trillions of component plants and animals, and it has cognitive capabilities many orders of mag-
nitude higher than anything in our universe. It has conquered the bizarre structure of evolutionary law in the
Corpse Universe it calls home, rendering itself virtually immortal. It can create new forms of life as it desires,
and destroy them just as easily.

Yet it grows bored in its isolation. It grows lonely. It yearns for another mind like its own for companionship
or enmity. It bides its time knowing that, sooner or later, it will have a chance to export a few lines of code…a
simple proto-memory…to a world with similar atmospheric conditions. Then, it only needs patience as it waits
for its child to mature into its equal.

15
 THE MIDNIGHT WORLD
each other, their various members are often willing to
work together to prevent direct and obvious threats
to The Midnight World.
Hundreds of major cults have existed throughout
history, and there will no doubt be hundreds more.
However, certain ones tend to reappear again and
again in various forms. (The major cults of The Mid-
night World can be found in Chapter 6.)
Sometimes cults operate openly as religious organi-
zations, with Touched leadership shepherding human
flocks. Most of the time, however, they’re more like
secret clubs—sometimes so secret that people can
join without even realizing what they have been
recruited into.
Not all Touched join a cult. In fact, most don’t. How-
ever, unlike the majority of humanity, most of the
Touched eventually become aware of the cults’ exis-
tence. Perhaps the characters will have to work against
a cultist who has gone off the rails and is on the verge
of becoming a Chimera. Far more likely, characters
will have to work together with specialized cultists
like Stalkers or Legionnaires of Sol Invictus to help
battle an incursion of Egregoroi. Eventually, most of
the Touched will be subjected to a recruitment pitch
from a cult they didn’t even know was watching them.
Regardless, by the time a character’s Midnight Clock
reaches Hour 3, it is assumed that they have attained
a passing knowledge of the existence of cults and
how to find them.
THE MIDNIGHT CLOCK
CHAPTER 1: SETTING AND STYLE
The moment a person feels a Beyonder’s chilling
touch, they’re set down a path that inevitably leads to
an end. Just as the hands on a watch inexorably tick
towards midnight, every action one of the Touched
undertakes leads them that much closer to ruin.
Mechanically, this inevitability is represented by The
Midnight Clock—a clock face on the character sheet.
Each hand has a different meaning and a different
mechanical system tied to it.
The Midnight Clock provides the core mechanic of
the game, as well as a profound prop for the overall
theme. When properly used, it is a constant reminder
that every one of the Touched is running out of time.
16
For more information on how to use The Midnight
Clock in play, look in Chapter 3.
STYLE: CORE CONCEPTS
The Midnight World is a tabletop horror roleplay-
ing game similar in spirit to many others like it. It
includes impossible and ferocious creatures. Chilling
situations build towards mind-bending crescendos.
The game raises frightening questions about the very
nature of existence. Though The Midnight World
may share many of these basic elements with other
horror games, a few foundational concepts set it apart
as well. When properly applied, the following ideas
should help your sessions feel slightly different from
any other horror game you’ve played.
DREAD IS MORE EFFECTIVE (AND SAFER)
THAN FEAR IN HORROR FICTION
As expected, horror fiction often focuses heavily on
evoking fear in its audience. It’s an admirable goal;
fear is flashy and exhilarating. It’s exciting to have
your heart skip a beat and to feel that momentary
kick of adrenaline as your body autonomously decides
whether it should flee to safety, prepare to fend off
an attack, or simply freeze in place.
But while fear does burn bright, it also burns quickly
and dangerously. In most situations, sudden bursts of
terror are immediately quenched when the situation
subsides. Once the jump-scare has passed, or the
knock outside your window is revealed as nothing
more than an errant tree limb, the feeling usually
melts away. You may be left feeling a bit amped, but
otherwise none the worse.
Alternately, when sustained for too long, fear can
consume the capacity for rational thought. It can eat
through mental defenses and sear the mind’s ability to
effectively react, leaving its victim entirely vulnerable.
Extended fear can leave terrible scars that function
like emotional landmines, reducing a victim to panic
when triggered, even decades later.
The Midnight World doesn’t seek to replicate either
of these feelings. If players are repeatedly exposed to
short-lived flashes of fright, they’ll become immune to
and ultimately bored with them. Likewise, it shouldn’t
need to be stated that suffering even an approximation
 THE MIDNIGHT WORLD

of actual trauma is never, ever an acceptable outcome

of participating in a game of any kind.

Instead, stories set in The Midnight World focus on

another critical emotional component of the horror
THE HANDS OF THE CLOCK
genre.
The Hour Hand represents how firmly a person is
Dread.
grounded in physical reality. Characters at an early
Hour are strongly bound by the natural laws of The
It’s that feeling you get when the pilot light goes out
Midnight World, but as that Hand creeps forward,
and you realize you’ll have to go down those rickety
they begin to find their way around these rules. Each
wooden stairs into the damp, dark basement.
new Hour brings the character greater understanding
of the multiverse and grants them enhanced power.
It’s the chill of icy tendrils—not the ones crushing
your heart in a moment of sheer terror, but the ones
However, the later the Hour creeps, the more vul-
playfully caressing the back of your neck as you
nerable they become to the Dread Beings’ whims. A
wander, lost, through an unfamiliar city.
character whose Hour Hand strikes Midnight risks
becoming host to a Beyonder and transforming into
It’s that moment somewhere between consciousness
a Chimera. Although these brief-lived creatures
and slumber, when you are startled awake by a voice
may maintain some vague memory of their mortal
from another room that you’re not sure you actually
attachments, they are other wise driven to complete
heard.
their Master’s commands, damn the consequences.
Dread’s power is far more subtle than fear’s. It doesn’t
The Minute Hand measures Distress. Many aspects
have the intensity to brazenly override your conscious
of the game might affect the Minute Hand, from a
control, but dread can profoundly inhibit your ability
character’s exposure to their Trauma Trigger, to the
to perform in a stressful situation. Moreover, dread’s
extreme focus required to activate Dread Manifes-
effects tend to be cumulative; the longer you remain in
tations. As a character accrues more Distress, every
its grip, the more distressed and unsure you become.
action they undertake becomes more difficult. They
Eventually, dread infects every part of you, muddying
become anxious and unsure of themselves. Their
your reflexes and poisoning your cognitive function.
hands shake, and their legs feel weak. If one’s Min-
Like some awful symbiote, dread gradually breaks you
ute Hand creeps too high, they find that even the
down and turns you towards its own dark purpose.
most plebeian tasks are all but impossible. When

CHAPTER 1: SETTING AND STYLE

a character’s Minute Hand hits 12, it immediately
The Midnight World is built around the concept
resets back to 1, and their Hour Hand advances by 1.
that dread is a sentient force—the agent of some
magnificent malignance hidden just beyond the veil
Finally, Seconds on The Midnight Clock represent
of human perception. The Beyonders, colossal and
effort. In some situations, you may decide it is crit-
unknowable monstrosities that they are, have learned
ically important for your character to complete a
to harness this feeling as a way to subtly gain control
task. To do so, the character may need to ignore
over potential mortal servants.
distractions that would otherwise cripple them, or
they must overcome the Distress gripping their hearts
That influence infects every surface of The Midnight
long enough to do what needs to be done. Seconds
World, especially for the Touched. After their initial
can be spent in most situations to give a character
encounter with the world beyond the Veil, they
the edge they need to push through. When your
have the unenviable ability to sense Dread influence
character’s Second Hand strikes 12, it resets to 1,
all around them. While this capability makes them
and the Minute Hand advances by 1.
uniquely suited to battle the great dangers in the
void, it also dooms them to a lifetime of jumping at
every shadow.

17
 THE MIDNIGHT WORLD

RESPECTFULLY HANDLING MENTAL ILLNESS

Depicting mentally ill people as monstrous, danger-

ous, or totally unchained from reality is popular and
persistent. It has endured for as long as “madness”
has been portrayed in fiction. But this stereotype
is also an incredibly hurtful and wildly inaccurate
representation of the people who live with mental
disorders every day.

Those who struggle with mental health aren’t danger-

ous “crazies” who are doomed to spend their lives in
institutions. We are your teachers and your writers,
your healthcare professionals and your servers. We
are your neighbors and your loved ones, and we come
from every conceivable upbringing and circumstance.
We are almost always highly functional, well-integrated
members of our communities. In many cases, you’ll
never even know that we’ve been diagnosed.

Many horror stories handle mental health in a way

that feels contrary to this truth. In some, insanity is
a permanent, intractable consequence that renders a
character forever useless to the narrative. In others,
these disorders are nothing more than minor diseases
you might catch from seeing something nasty, and
they have a negligible impact.

As a work of horror, The Midnight World relies

heavily on the trope of placing ordinary people into
traumatic situations. As such, it would be all but im-
possible (and frankly unsatisfying) to avoid the topic
of mental distress or treat it too delicately. Instead,
The Midnight World seeks to offer a more realistic,
CHAPTER 1: SETTING AND STYLE

complex, and inclusive portrayal of mental health.

Nearly every character depicted in an episode will

have, at one time or another, experienced some form
of mental illness. Some characters may have undertak-
en treatment that relieved their symptoms, or helped
them develop coping mechanisms that forestall future
crises. Some characters may be suffering quietly, with
mechanical effects that accumulate rapidly when
they’re exposed to a specific circumstance. Some may
be openly struggling and doing poorly.

In any case, the disorders these characters may fight

should never be the thing that defines them. The
characters are not their illnesses; they are people who
happen to have illnesses. Players and Directors should
always resist the lazy temptation to play up simple
“crazy” stereotypes. Instead, participants should urge

18

each other to offer nuanced and respectful portrayals
of conditions that millions of us live with.
COLLABORATION
Unlike other forms of fiction, stories told in a role-
playing game can’t really exist without the shared
input of multiple contributors. Each player at the
table works in concert with the Director to build a
cadre of characters and events. Together, along with a
foundation the Director has laid, these elements frame
a narrative that the entire group builds together. The
end goal is to create an experience that everyone is
proud of, one in which each participant feels invested
and satisfied.
If you’ve played a lot of similar games, you may think
that this is a lofty goal. Gaming groups are made
up of all kinds of different people with sometimes
incompatible expectations. It can feel impossible to
please everyone at the table.
That’s precisely why you’ll see so much text in this book
that focuses on cooperative story-building, sensitive and
open communication between players, and enthusiastic
participation in the creative process. Genuine collabo-
ration isn’t as simple as sitting down together and tor-
turing out an acceptable story. Instead, it requires each
participant to be sincerely willing to both give and take.
Collaborators must be as sensitive to each other’s needs
as they are to their own. They must be able to identify,
verbalize, and tailor their personal expectations to en-
sure that every person at the table has an opportunity
to contribute in a way that feels significant. They should
be able to openly and directly communicate their limits,
and they should always be highly aware of how their
behavior might impact the other people in their group.
Participants in a roleplaying game aren’t equivalent to the
players in a competitive game. Even when the characters
may be at odds, the players shouldn’t ever be. They’re
more like the cast and crew of a stage production; they’re
working as an ensemble to create a piece of art that they
can enjoy together.
INSPIRATIONS
For most horror fans, the ideas presented in The
Midnight World should feel at least passingly famil-
iar. If you’re looking for great depictions of certain
THE MIDNIGHT WORLD
ideas, though, we highly recommend the following
books, movies, and shows. They should be able to
help you grasp some of the more advanced concepts
of the game, and they’re all fantastic examples of the
slow-burn horror genre too!
MOOD, THEME, AND PACING
“THE WALKING DEAD,” AMC
The earliest seasons of “The Walking Dead” exem-
plify an important, but difficult to employ concept of
horror storytelling. Each episode teases the audience
by withholding moments of action, stingily rationing
them between long periods of monotonous travel
and labor. Conversations between characters seem
to drag as they endlessly repeat the pedestrian tasks
of daily survival, and before long, boredom itself
becomes an integral character in the show. By the
time something horrible happens, the audience often
feels the guilt of being complicit, by hoping that blood
would start flowing.
“THE TERROR,” DAN SIMMONS
Set in the frozen wastes of the Arctic in the mid 1800s,
“The Terror” is a fictional account that attempts to
explain the real-world loss of Sir John Franklin’s
Third Northwest Passage Expedition. The story is
a master class in slowly compounding distress and
creeping dread. Many of the book’s events actually
took place, from frenzied mutiny to cannibalism.
As the crew’s grasp on civility begins to rapidly dis-
integrate, Simmons adds the influence of his own
Egregore, a demonic entity hidden somewhere out
in the ice floes, to explain the depravity of one of our
CHAPTER 1: SETTING AND STYLE
world’s most terrifying true stories.
ANTAGONISTS
“HANNIBAL” NBC
While the eponymous villain of this series isn’t
supernatural in ability or origin (not precisely
anyway), Mads Mikkelsen’s Hannibal nonetheless
provides a dizzying example of what a dedicated
agent of the Dread Beings might be like. He’s bril-
liant, capricious, and utterly amoral. He pursues
bloody goals with singular focus, regardless of what
consequences may fall on the others around him.
As his actions cause intense distress on his friends
and co-workers, he gently works to bend them to
his purpose. By the end, even the audience isn’t
sure which side to be on.
19
 THE MIDNIGHT WORLD

“LET THE RIGHT ONE IN/LET ME IN”

Both the Swedish and American adaptations of John
Ajvide Lindqvist’s vampire novel portray the central
character as a wholly alien, fantastically terrifying
other. The creature uses its pitiable appearance, that
of an androgynous 12-year-old child, to lure potential
servants. It meticulously takes emotional control of
them by exposing them to controlled bursts of gory
violence and providing itself as their only possible
savior. Once it has them, it co-opts their service to
avoid putting itself at risk. Both films are brilliant
examples of slow-burn horror. and the vampires,
played by Lina Leandersson and Chloë Grace Moretz
respectively, provide powerful glimpses into the kinds
of behavior some supernatural creatures might exhibit.

MEMORY AND TRAUMA

“Us”
While the entire movie plays out as a traditional
horror film, one scene in particular is especially sig-
nificant. The lead character describes a memory of
her childhood to her husband. As Adelaide Wilson
(masterfully played by Lupita Nyong’o) tearfully relives
her trauma, she follows every beat of The Midnight
World’s Memory Creation System in Chapter 2.
Further, the memory she shares is illuminated as
the root cause of her psychological avoidance of the
beach near the family’s summer home. The scene is
a wonderful example of how The Midnight World’s
Memory and Trauma Trigger systems are intended
to work.

“THE HAUNTING OF HILL HOUSE,”

CHAPTER 1: SETTING AND STYLE

NETFLIX
Everything about Mike Flanagan’s breathtaking screen
adaptation feels right at home in The Midnight World.
The pacing is superb, jump scares are used sparingly
(and to unparalleled effect), and the supernatural
elements of the story set up a conclusion that is as
inevitable as it is mind-shattering. Of special note,
though, is the way that the frightening paranormal
events of the characters’ childhoods come to influence
the adults they become. No matter how far from Hill
House their lives carry them, there’s no escape from
the terrifying entities and events they witnessed
there. The characters aren’t ruined by their childhood
experiences, but they’re nonetheless unable to totally
put those things behind them. Just like the Touched,
they’ve internalized and incorporated the things they
experienced into their development as adults.

20
Why are we built to self-destruct?

What draws kids on a hot afternoon to squeeze into a narrow black tunnel burrowed beneath a
construction site? I have no idea why we did what we did that day. Only that Mike nodded to the
tunnel, I nodded back, and we went in.

Scrawny kids that we were, Mike and I still had to get down on hands and knees to enter that
tunnel. Gritty concrete dust bit into our palms and scraped our kneecaps raw. The humid
darkness of that pipe drew us forward, Mike in front of me, me watching his faded-denim
butt. The light behind us reached a few yards into the void. Far in the distance, a speck of light
encouraged us to keep going. As we advanced, the scuffle of our skins against the concrete
muffled and the echo of our breaths bounced back to us off the narrow round surface. Behind
us, the light darkened. Thunder rumbled down the pipe.

“Is it getting smaller?” My whisper hissed down the endless concrete pipe. My heart thumped
hard against my ribs. Bits of rock lodged in my palms and knees, scraped raw and probably
bleeding.

“No.” Mike’s reply barked back at me, ghosted with echoes and sanded rough by the drainage
tube. The strain of crawling through that circular tightness cramped my shoulders and my back.
Mike’s legs, butt and feet began disappearing as the dim light faded.

“We should go back.”

“We can’t go back.”

He was right. There wasn’t space enough to turn around. Going back meant...

My heart beat harder when I thought about trying to crawl all that distance backwards.

“What if…?”

“Shut up.” Though we still whispered, our voices bit back at us like snakes coiled in the confining dark.

Snakes. Spiders. Whatever kinds of bugs might live this far underground. Rats, maybe. Rabid cats or dogs or moles or...

My mind scrabbled on sharp and ugly thoughts.

“Mike…”

“I got it,” he insisted. “There’s light ahead. I’m almost there.”

I didn’t see any light ahead. Not much reflected off Mike’s backside, either.

“Dude…”

“Shut UP.”

Our breath rasped against those walls. The tunnel rumbled as the storm broke overhead. Rumbled and hissed.

“Is that...?” Mike’s voice held a panicked whine.

Water. I felt it splash against my palms and kneecaps. The tunnel went from dry to wet in seconds. The light faded. The darkness
roared.
 From dryness to a trickle to a stream to a splash, the water rushed to fill the pipe.

Our sudden screams crashed back at us from the concrete walls, the weight of their humid stinking darkness pressing in on us
from all sides. Whatever words we yelled got lost in the frenzy that kicked in when my brain shut off.

Mike slammed back into me as he tried to back up and I tried to back up and we both got stuck in a screaming tangle of panicked
limbs. We wrestled and shoved as the water splashed against us. I bashed my skull on the concrete walls, saw flashes of light and
pain and the glow of sunshine far away.

Mike scrambled over top of me and crawled a beeline back the way we’d come. The faint shine of sunlight still beckoned from the
entrance. I thrashed around, banging my head again and again, tearing my skin on the rough concrete. Both of us kept shouting.
Our words blared together in a nightmare roar. My throat ripped itself raw. My ribcage squeezed against my frantic heart and
lungs.

“I’M STUCK,” I kept screaming. I remember that part, anyway. “I’M STUCK I’M STUCK I’M STUCK I’M STUCK!”

Mike yelled back at me, his voice drowned out by the thunder in my ears. My head wedged against my shoulder, my legs
locked under me, I felt water rise and pour against my face. Bolts of pain shot through every joint. My lungs clenched. My heart
hammered.

I felt the darkness tighten.

Squeeze.

Crushing me.

Swallowing me.

Then the words, cutting through the chaos in my head.

Now, it whispered, you belong to me.

Xan,

It only gets worse from here. Far be it for me to tell you how to prosecute your
investigation, but if you’re a drinker, I’d pour myself something stiff were I you.
I know that the Host are something of a particular curiosity to you, but this
one’s tribulations might hit a little too close to home.
 THE MIDNIGHT WORLD
CHAPTER 2 : ChARACTER CREATION
AND BASIC SYSTEMS
CREATING A CHARACTER
Once, when you were a small child, it’s likely that
a formative event happened to you. Whatever this
moment entailed, you had no way of knowing at the
time that it would change you forever. Maybe your
mind held onto vague flashes of it, a few kodachrome
stills that fade at the edges day by day. Instead, you
may recall this event with precision so acute that
you spend night after sleepless night replaying it in
minute detail. Worse yet, this memory may not even
be accurate; your mind may have confabulated the
entire thing in order to make sense of other fragment-
ed recollections from that time. In any case, at some
point in your life, something happened that set you
down the course that has led you to this very moment,
to the person that you have become.
Characters in The Midnight World are no different.
Their identities are built stone by stone on the bedrock
of their past experiences. Their motives, goals, and
even their roles in society heavily depend on their
memories. Understanding these memories, and the
decisions inspired by them, is vital to piecing together
CHAPTER 2: CHARACTER CREATION
each character’s headspace and function prior to play.
Unlike most of us, however, the memories that de-
fine the characters of The Midnight World are never
pleasant ones. While they certainly remember some
happy events and comforting times, the characters’
actions are nonetheless driven by their memories of
the singularly most awful thing that ever happened
to each of them. These people have become who
they are because they have seen the things that exist
beyond the Twilight Veil, and they have been forever
changed by the horror of that moment.
There are three recommended ways to create a
character in The Midnight World, ranging from
completely random generation to meticulous ar-
rangement of point values. Every method requires
that the character end up with at least one fully
formed and abjectly horrifying memory.
24
METHOD 1: RANDOM GENERATION
Use this method if:
• You enjoy the creative surprise and challenge
that randomness provides.
• You enjoy writing stories, and want to mini-
mize time spent focusing on mechanics.
Using this method, you can quickly generate an
entire character, complete with Attributes, Skills,
Aptitudes, and even a skeletal backstory by making
a handful of dice rolls.
To create a character using this method, roll
a 20-sided die (1d20) six times, once for each
section of the Memory Fragment Tables
found below. Each memory fragment selected
this way also adds a corresponding set of traits
to your character’s sheet. As you complete
each generation roll, simply record the mem-
ory fragment and corresponding details in the
sections provided on the character sheet. Once
you’ve recorded the outcomes of these rolls,
you will have a fully populated sheet, and a
complete traumatic memory to use as the base
of your character’s personality.
The memory may be somewhat vague, and the
details may not quite line up neatly, but that’s
okay! You’re encouraged to take time tweaking
the details to match the story in your head.
Your Director should encourage you to refine
the character built using this method by nudg-
ing the points that have been allocated into a
form that best reflects the kind of character
you’d prefer to play.
METHOD 2: BE CHOOSY
Use this method if:
•You want to have some control over the way
your character is built, and are satisfied with
the choices as presented in the Memory Frag-
ment Tables.

• You want a streamlined creation process.
In some cases, you may not want to roll a die and leave
character creation entirely up to chance. Perhaps you
have a concept that you’d like to play and want to use
the Memory Fragment Tables to fill that concept out.
Instead of rolling dice to randomly select elements
from the Memory Fragment Tables, read through
them carefully and choose which of the fragments best
fits the character you want to play. Record the results
on your sheet, and adjust the details as you see fit.
METHOD 3: FULL CUSTOMIZATION
Use this method if:
• You have a very specific or unusual character
you’d like to play, and the Memory Fragment
Tables don’t adequately meet your needs.
• You want complete control over every
mechanical detail of your character sheet.
Finally, you can choose to dispense with the table and
rolls, and build your character completely to your own
specifications. This option will take notably longer
than Methods 1 or 2, but it will result in a character
that you’ve designed down to the most granular detail.
To create a character in this way, follow these steps:
STEP 1: CHOOSE CORE ATTRIBUTES
Choose one Core Attribute and give it a rating of 3.
Choose another, and rate it 2. Rate the final Attri-
bute 1.
THE MIDNIGHT WORLD
STEP 2: CHOOSE SECONDARY ATTRIBUTES
Choose one Secondary Attribute and give it a rating
of 3. Choose another, and rate it 2. Rate the final
Attribute 1.
STEP 3: CHOOSE ARCHETYPE OR SKILLS
You may either select an Archetype from the list
below, or you may assign Skills yourself. If you wish
to choose an Archetype, simply record the Skills as
listed in the Archetype’s description. If you wish to
assign Skills yourself, choose two of them and give
each a rating of 3. Choose three more Skills, and rate
them 2. Finally, rate the remaining four Skills at 1.
STEP 4: CHOOSE A DREAD MANIFESTATION
Just as with Skills, you can choose your character’s
Hour 1 Dread Manifestation using a few different
methods. If you chose an Archetype in Step 3, just
record the Manifestation listed with the Archetype
that best fits your character. If you decide that anoth-
er Hour 1 Manifestation better fits your character,
though, you’re free to take that one instead.
STEP 5: CHOOSE APTITUDES AND SPECIALIZATION
You may select the Aptitudes associated with a specific
Vocation, or you may pick your own. If you decide to
choose a Vocation for your character, simply record
the Aptitudes listed with it, and then pick one addi-
tional Aptitude from the list below. If you’d rather not
go this route, you may pick any four Aptitudes from
the list instead. Next, choose a single Specialization
for one of the Aptitudes you picked.
CHAPTER 2: CHARACTER CREATION
STEP 6: CHOOSE PRIVILEGES AND CHALLENGES
Choose one Privilege and one Challenge from the
list below. Record them on your sheet, along with
any bonuses or negatives that they incur.
25
 THE MIDNIGHT WORLD
STEP 7: CREATE YOUR TRAUMA AND
SOLACE TRIGGERS
Create a Trauma Trigger and a comforting Solace
Trigger for your character. Try not to make these
situations too outlandish. They should be circum-
stances that your character could conceivably expe-
rience during play. For more information on creating
Trauma and Solace Triggers, check the subheadings
later in this chapter.
STEP 8: WRITE YOUR CHARACTER’S MEMORY
Finally, create a terrifying memory that contextualizes
all the decisions you made while creating the char-
acter. The memory should explain your character’s
Trauma Trigger, Solace Trigger, Privileges, Challenges,
and if possible, even the way that your Attributes
are arranged. While you are not required to use the
Memory Fragment Tables for this process, you may
find it useful to use the prompts provided there.
In-depth examples of each method of character cre-
ation can be found at the end of this chapter.
CHAPTER 2: CHARACTER CREATION
26
UNTOUCHED CHARACTERS
While almost everyone in The Midnight World has
experienced some kind of bizarre phenomenon at
one point in their lives, very few of them have felt the
cold grip of the Beyonders. These fortunate people are
able to functionally ignore the horrors hidden in the
world’s dark places, using the monotony of daily living
as a sort of shield to protect them. In many ways, the
Untouched resemble their unfortunate counterparts.
They have their own anxieties, phobias, and talents.
Without at least a basic understanding of the Twilight
Veil, though, neither their fears nor their advantages
convey the potential that the Touched possess.
When creating an Untouched character, follow all of
the same steps that you would use to create any other.
However, once your character sheet is complete, either
remove or obscure your character’s Midnight Clock,
Dread Manifestation, and Trauma and Solace Triggers.
While your character can certainly be horrified by
the situations they encounter, their Hour Hand hasn’t
started ticking yet.
At some point, such a character will almost certainly
discover that all is not right in the universe. Once this
event occurs, and the character becomes Touched, they
experience a soul-crushing epiphany about reality and
their place in it. In most cases, the Director will ask you
to make a Keeping It Together check (see Chapter 3) to
determine your character’s immediate and uncontrollable
reaction to this moment. Once this is resolved, uncover
their Midnight Clock, Dread Manifestation, and Triggers.
 THE MIDNIGHT WORLD

MEMORY FRAGMENT TABLES

ONCE...
FRAGMENT CORE SECONDARY
1. ...when I was 13, Acu 3, Cha 1, Str 2 Coord 3, Int 2, Res 1
2. ...while I was studying abroad, Acu 3, Cha 2, Str 1 Coord 1, Int 2, Res 3
3. ...when I was in my late teens, Acu 3, Cha 1, Str 2 Coord 2, Int 3, Res 1
4. ...in my mid 20s, Acu 1, Cha 3, Str 2 Coord 3, Int 2, Res 1
5. ...when I first moved out, Acu 3, Cha 1, Str 2 Coord 3, Int 1, Res 2
6. ...after my parents died, Acu 2, Cha 3, Str 1 Coord 2, Int 1, Res 3
7. ...during my divorce, Acu 2, Cha 1, Str 3 Coord 1, Int 3, Res 2
8. ...during the war, Acu 2, Cha 1, Str 3 Coord 3, Int 1, Res 2
9. ...shortly after my accident, Acu 3, Cha 2, Str 1 Coord 1, Int 2, Res 3
10. ...right after we moved here, Acu 1, Cha 3, Str 2 Coord 2, Int 3, Res 1
11. ...during Basic Training, Acu 1, Cha 2, Str 3 Coord 3, Int 1, Res 2
12. ...a few days after the fire, Acu 3, Cha 2, Str 1 Coord 1, Int 2, Res 3
13. ...during my first semester, Acu 3, Cha 1, Str 2 Coord 2, Int 3, Res 1
14. ...when I went home on a visit, Acu 1, Cha 3, Str 2 Coord 3, Int 1, Res 2
15. ...on a church mission, Acu 2, Cha 3, Str 1 Coord 2, Int 1, Res 3
16. ...while backpacking in Europe, Acu 3, Cha 2, Str 1 Coord 1, Int 3, Res 2
17. ...on a cross-country road trip, Acu 2, Cha 1, Str 3 Coord 3, Int 2, Res 1
18. ...right before I got married, Acu 1, Cha 2, Str 3 Coord 1, Int 2, Res 3
19. ...when I was just a kid, Acu 3, Cha 2, Str 1 Coord 3, Int 1, Res 2
20. ...before my friends went missing, Acu 2, Cha 1, Str 3 Coord 1, Int 3, Res 2

I FOUND MYSELF...
FRAGMENT SOLACE TRIGGER
1. …walking through the woods at night. A familiar scent

CHAPTER 2: CHARACTER CREATION

2. …lost and alone in an unfamiliar place. Chatting with a close friend
3. …exploring an old, run-down house. Writing in a journal
4. …waking up paralyzed in a hospital room. Going for a run
5. …trapped in a building I shouldn’t have been in. The smell of baking bread
6. …committed to an inpatient psych facility. Being the center of attention
7. …sitting alone near a small pond. The sound of rain in the trees
8. …exploring a cave I found. Cleaning up
9. …on my way to church one night. Reading religious texts
10. …exploring an abandoned hospital. Being held close by someone dear
11. …alone on the shore, looking out at the dark sea. Having a glass of Scotch alone
12. …frantically tearing through the forest. Lifting weights
13. …in a dark, partially flooded basement. Receiving validation from others
14. …taking a shortcut through a dark underpass. Singing showtunes
15. …alone in someone else’s bedroom. Sitting in quiet reflection
16. …locked in a cell at the town jail. Making people laugh
17. …wandering through an abandoned town. Eating junk food
18. …having stumbled on a empty bunker in a hillside. Playing competitive games
19. …caught outside in a torrential downpour. Being warm and comfortable
20. …unable to sleep and taking a walk. Reciting a specific prayer

27
 THE MIDNIGHT WORLD

MEMORY FRAGMENT TABLES

I SWEAR I SAW...
FRAGMENT TRAUMA TRIGGER
1. …a shadow moving towards me with impossible grace. Being unable to see
2. …someone that I know to be dead, with open wounds. Filth, grime, and disorder
3. …a creature from my childhood nightmare made flesh. Snakes or serpentine creatures
4. …a man with his eyes sewn shut, floating off the ground. Being unable to speak
5. …dark glowing eyes approaching as if hunting me. The movement of predatory animals
6. …a colossal golem carved of earth and stone. Dolls or mannequins
7. …a vision of myself, broken and bloodied. The coppery scent of blood
8. …a swarm of rats in the shape of a man. Swarms of vermin
9. …a tall, featureless gray man chanting silent words. Being unable to understand people
10. …a being of incomprehensible size and shape. Looking into reflective surfaces
11. …a shambling horror stitched together with the dead. The sharp, sterile smell of hospitals
12. …a huge man-wolf, towering feet above me. The overly sweet smell of rotten meat
13. …a swirling collection of debris shaped like a man. The sound of distant music
14. …an onyx-skinned beast with razor -sharp claws. Having your arms trapped
15. …a child made up entirely of licking flames. Flickering lights
16. …a void of negative space that moved like a man. Being trapped in large crowds
17. …a gelatinous abomination, still digesting its last meal. Being submerged
18. …Death itself, clad in billowing black. Complete silence
19. …a gargantuan insect, several times larger than me. The feeling of being lightly touched
20. …a demon ripped straight from the pages of Milton. Blasphemous iconography

ALL I COULD DO WAS...

FRAGMENT ARCHETYPE
1. …try to run as far and as fast as I could. Vigorous
CHAPTER 2: CHARACTER CREATION

2. …freeze in place and hope the vision would disappear. Stone-Wall

3. …move closer to it, drawn by its terrible awe. Inquisitive
4. …shut my eyes and tell myself that monsters aren’t real. Parental
5. …pick up a makeshift weapon and prepare for a fight. Scrappy
6. …fall to my knees and weep, begging it to let me live. Pitiable
7. …laugh hysterically, broken by the absurdity of it all. Primadonna
8. …memorize every detail, certain that I’d see it again. Defiant
9. …desperately search for a place to hide until morning. Survivor
10. …stare in rapt fascination, horrified but intrigued. Brainiac
11. …drop to the floor in prayer, begging God to save me. Caregiver
12. …scan the room for tools I might use to defend myself. Clever
13. …set my teeth and glare, refusing to be broken. Insolent
14. …prepare myself to fight; my death might spare others. Protector
15. …shout at it in defiance, unwilling to bend. Rough and Ready
16. …kneel before it, hoping it might accept my surrender. Supplicant
17. …back away slowly, praying that it didn’t see me. Con Artist
18. …start babbling, praying something I say will save me. Diplomatic
19. …take note of my surroundings and form a plan. Roughneck
20. …accept my fate, sure that there was nothing to do. Resigned

28
 THE MIDNIGHT WORLD

MEMORY FRAGMENT TABLES

THEN THE THING...

FRAGMENT CHALLENGE PRIVILEGE
1. …vanished, dissolving into the air as if it had never even
Skeptic Dreadbane
been there.
2. …spoke my name in a broken whisper and tore itself
None Charmed Life
out of reality.
3. …belted a horrifying cackle and crumbled into a teeming
Anxious Believer
pile of vermin.
4. …uttered a single unknowable word and burst into a Bad Magnet Sharp Sense
blinding pillar of light.
5. …began to sing a soft lullaby, the same one my mother Authority Easily
used to sing, and sank beneath the ground. Averse Consolable
6. …screeched loudly and launched at me, missing me by Comfort
mere inches, and vanished into the night. Diminutive Junkie
7. …seemed completely unconcerned with my presence,
Dread Junkie Prodigy
moving away from me and towards some horrible goal.
8. …opened some kind of gateway, moved through it, and
Drudge Wealthy
vanished.
9. …simply unraveled like thread unspooling. Under
None
Privileged
10. …touched me softly between the eyes, somehow forcing Photographic
Vector
its essence into mine. Memory
11. …came apart, its component pieces separating and
Cursed Unflappable
showering me with gore.
12. …changed before my eyes into an unremarkable-looking

CHAPTER 2: CHARACTER CREATION

Twilight Beacon Optimistic
human, grinned, and walked away.
13. …stared at me curiously for a moment, before dissolving
Addicted Legendary
into a black cloud that I couldn’t help but inhale.
14. …reached out as if to take my hand, but when I tried to Ability
Lucky
comply, it vanished. Impairment
15. …released a mind-splitting scream as a huge spear tip
Traumatized Bravado
ripped through it from nowhere that I could see.
16. …seemed to flicker in and out of reality for a moment, Perfectionist Cunning
then burst into a cloud of glowing red symbols.
17. …appeared to be devoured from within, its body Unmotivated Hardy
shrinking to a single point in the air and then fading.
18. …began speaking strange words in a pleading tone Socially Jack of all
before dissolving into a shower of strange geometry. Awkward Trades
19. …vomited a terrible acidic bile onto me and collapsed, its
Wounded Rugged
corpse rotting away into nothing.
20. …said “We knew you would come,” then nodded as if
Anhedonic Chameleon
pleased and vanished in a bright flash.

29
 THE MIDNIGHT WORLD

MEMORY FRAGMENT TABLES

EVER SINCE THEN...

FRAGMENT VOCATION
1. …I’ve devoted my life to making sense of what I saw that night,
Occultist
and learning to stop it if I can.
2. …I’ve gone into a spiral, comforting myself with
Scoundrel
whatever sensations or substances I can.
3. …I’ve spent years desperately trying to convince myself that I
Mariner
made the whole thing up.
4. …I’ve taught myself to fight, knowing that only I have the Pugilist, Duelist,
power to save myself. or Deadeye
5. …I’ve devoted my life to God. Only he might save us. Clergy
6. …I’ve sought out ever-more-terrifying experiences, Thrill-Seeker
hoping that I might feel something again.
7. …I’ve tried hard to recreate the things I saw, hoping to get
Artist
the images out of my mind.
8. …I’ve dedicated my life to science in hopes that cold logic
Scientist
might drown out the images burned into my mind
9. …I’ve learned all I could about healing, hoping that I can prevent
others from enduring the pain I felt. Healer
10. …I’ve sworn to hunt these things down and rid the Earth Vanquisher
of them once and for all
11. …I’ve thrown myself into taking care of the natural world.
Animal Tender
It’s the only thing I feel like I can trust.
12. …I’ve worked hard to subtly teach others the secrets that
Educator
I’ve learned.
CHAPTER 2: CHARACTER CREATION

13. …I’ve spent years trying to find out as much as I can

Investigator
about what I saw that night.
14. …I’ve sworn to make sure that the people around me
Cook
never feel as weak or as frail as I did that night.
15. …I’ve learned to build things, hoping that honest work
Engineer
might dull the memories.
16. …I’ve dedicated my life to cataloging every ounce of
Archivist
information I can find.
17. …I’ve entered public life in the hope that I can steer
Politician
policy to guard our world against these threats.
18. …I’ve taught myself to live off the land, knowing that the
Agriculturist
ease of modern living won’t last forever.
19. …I’ve apprenticed in a trade as a way to keep my hands
Craftsman
– and my mind – as busy as possible.
20. …I’ve tried to accumulate as much wealth as possible,
Merchant
losing myself in the thrill of material possessions.

30

BASIC SYSTEMS
ATTRIBUTES, SKILLS, APTITUDES, AND
SPECIALIZATIONS
In reality, people display a startling variety in their
basic capabilities. One person may be physically strong
and highly sociable, while another may be quick on
their feet but slow with their thoughts. It’s rare that
two people’s fundamental abilities are exactly alike,
and thus it’s unlikely that any two people would ap-
proach a specific situation in exactly the same way.
The same is true in The Midnight World. Each char-
acter has a different set of core competencies, experi-
ences, and training. They tend to approach challenges
in ways that favor the areas in which they are most
confident. A character’s abilities are represented
mechanically as Attributes, Skills, Aptitudes,
and Specializations.
Attributes are the inherent traits that form the basis of
a person’s capability. These comprise the cornerstones
of every action a character takes: the bottommost
layer of their capacity before their Skills come into
play. Attributes are broken down into two categories
in The Midnight World: Core and Secondary.
Most actions that a character might take in the
Midnight World don’t solely rely on raw Attributes.
Your character may be devilishly intelligent, but
that Acumen is largely useless without some kind of
deliberate application. Skills represent the methods
that characters use to focus their efforts on a task.
Almost everyone possesses these innate qualities to
some degree.
Aptitudes, however, represent the specific fields that
a character has studied and practiced. They allow
someone to efficiently tackle a familiar task, increasing
the chance that they might overperform. Likewise,
relying on one’s training minimizes the risk that
something might go terrifically wrong. Except in a
couple of highly specific cases, all player-characters
in The Midnight World start play with four Aptitudes.
Specializations allow someone to turn the knob a final
time, focusing their efforts like a laser beam towards
those pursuits for which they are most suited. Special-
izations hone a character’s Aptitudes and make them
even more proficient in a narrow subset of activities.
THE MIDNIGHT WORLD
Unless otherwise noted, all player-characters start
play with one Specialization.
Listed below are explanations of the ranks by
which Attributes and Skills are categorized on
your character’s sheet.
• Average
Most people possess a basic competence for the tasks
required to survive and navigate their daily lives. An
Attribute or Skill at the first rank reflects this fun-
damental ability. Having only one rank should not
be seen as ineptitude. Instead, it means that they’re
perfectly capable, even if they don’t excel in that area.
•• Above Average
A character with two ranks in an Attribute or Skill
has started to distinguish themselves from the rank
and file. They’re still nowhere near mastery, but they
definitely display a notable proficiency that sets them
slightly ahead of most other people.
••• Adept
At rank three, a character has become remarkably
capable at utilizing an Attribute or Skill. They rarely
fail tasks related to these traits, and they are probably
well known among their friends and family for their
abilities in the area. It is rare for a person in The Mid-
night World to develop more than one or two traits
above this rating unless they are Touched.
CHAPTER 2: CHARACTER CREATION
•••• Expert
At rank four, a character is usually seen as at least a
local authority on matters pertaining to their chosen
Attributes and Skills. They have an in-depth under-
standing of the nuances involved, and almost never
fail tasks related to their Attributes and Skills.
••••• Master
Just like in the real world, mastery in The Midnight
World is rare and celebrated. A character with an
Attribute or Skill at rank five has learned everything
there is to know about the subject and others frequent-
ly seek out the character at the national or global level
for their expertise. No character may have more than
one Attribute or Skill at rank five unless they have
been Touched. Mundane minds and bodies simply
cannot handle the strain of that much greatness.
31
 THE MIDNIGHT WORLD
•••••• Legend
In certain very rare cases, a character may develop
an Attribute or Skill to a level beyond the grasp of
mortals. The most common way to achieve this rank is
by using Privileges that are only available at character
creation, but some Dread Manifestations can also
grant this level of prowess. In any case, a character
with this level of capability has transcended the laws
of foundational reality and has become something
not entirely human. If they’re smart, they’ll probably
keep the extent of their ability well-hidden, as such
otherworldly prowess almost always attracts the things
hidden in the dark.
CORE ATTRIBUTES
Stripped of everything else, of all learning and expe-
rience, a person still possesses their most essential ca-
pabilities. These Core Attributes measure fundamental
ability, and they’re used to determine how a character
might tackle a task that requires an application of
pure power. Because these Attributes are so basic,
they are most often used for tasks directly related to
physical, mental, or social pursuits. Whenever the
Director asks you to make a skill check using a Core
Attribute, add 1d6 to your dice pool for each rank of
your character’s most appropriate Attribute.
ACUMEN
This Attribute reflects mental processing power and
the ability to recall and apply stored knowledge. It is
useful in situations where a character must remember
CHAPTER 2: CHARACTER CREATION
a specific bit of information or piece solutions together
based on their ability to critically think.
CHARISMA
Charisma represents a character’s raw force of per-
sonality and their ability to implement that power on
the social stage. It is generally used in any check in
which a character attempts to lie, persuade, comfort,
or cajole another person.
STRENGTH
Strength measures a character’s basic physical vigor.
A character’s rank in this Core Attribute determines
how much weight they can lift, how hard they hit, and
how much force they’re capable of exerting on the
material world around them. Strength is commonly
used in checks involving melee attacks or those that
involve a character physically moving a heavy object.
32
SECONDARY ATTRIBUTES
Like Core Attributes, Secondary Attributes form the
foundation of a character’s potential. However, they
differ from Core Attributes because Secondary At-
tributes can be applied to a broader array of circum-
stances. For instance, while Strength is difficult to use
outside of a physical contest, Resilience may determine
a character’s capacity to withstand physical, social,
or mental strain. Likewise, a person’s Coordination
can be applied to their manual dexterity or to their
ability to organize a large group of people. Like with
Core Attributes, each rank of a Secondary Attribute
adds 1d6 to relevant skill checks.
COORDINATION
Coordination measures a character’s ability to
organize various disconnected resources into a
single, useful stream. This effort may be purely
physical, such as when a surgeon translates visual
data from a screen into the delicate motions of
their hands. Other times, Coordination may be
used for a mental task, such as when a scientist
needs to quickly categorize a lot of information
in a way that makes sense.
INTUITION
Intuition is best described as a person’s rapid, sub-
conscious ability to collect and parse data from the
world around them. Because this process occurs
independently of deliberate thought, people often
consider it something like a sixth sense. They find
themselves able to just understand certain things,
even if they aren’t sure how they arrived at that
understanding. Intuition is usually used in checks
in which a character needs to gain an instinctive
grasp of something without the luxury of being
able to consciously reason it out.
RESILIENCE
Every character in The Midnight World will suffer
from time to time. They may be subjected to an
agonizing physical wound or be brought to the
edge of mental collapse by the constant horror
around them. In any case, Resilience measures a
character’s ability to withstand hardship and recover
from it quickly. This Ability is frequently used in
conjunction with Composure, Mettle, Endurance,
or Toughness to resist various debilitating setbacks.

SKILLS
All people have access to a certain set of innate ca-
pabilities to one degree or another. In The Midnight
World, these qualities are called Skills, and they’re
used to focus Attributes’ broad power into the narrow
circumstances of a specific action. By combining
your character’s ranks in one Attribute and one Skill,
determined by the Director, you can calculate how
many dice to roll to complete a difficult task.
Each Skill described below includes a selection of ex-
ample checks they might be used for. These examples
aren’t the only situations in which these Skills can be
used, nor do the examples encompass every way that
your character can approach a particular action. The
examples should, however, provide a solid model of
how Skills function during play.
Each example also has an Aptitude listed in brack-
ets beside it. You can use these suggested Aptitudes
during checks, but again, they’re not set in stone. If
you believe that a different one should apply to any
check that your character makes, discuss it with your
Director. They’ll often agree with you and let you
make the check using the traits you agree are most
appropriate to an action.
COMPOSURE
Social situations can overwhelm characters for a
variety of reasons. Perhaps your character dislikes
public speaking, or perhaps someone is trying to
provoke them into a gaffe that will harm their rep-
utation. Whatever the reason, in situations such as
these, Composure represents your character’s ability
to keep a cool head when dealing with other people.
EXAMPLE COMPOSURE CHECKS
Ignore Provocation
Perhaps one of the oldest tricks in the social playbook
is to draw a target out and learn which buttons to
press to try to incense them to the extent that they
cannot keep their cool. When your character is the
victim of such an attempt, the Director may require
a Composure and Charisma [Negotiation] check to
ensure that they don’t fall prey to his tactic.
Resist Intimidation
Your character may find themselves confronted by
someone who simply makes them feel uncomfort-
able. Either through physical imposition, immense
THE MIDNIGHT WORLD
intelligence, or social status, this significant presence
can put your character off their game. Whenever
someone is attempting to intimidate your character,
the Director may have you roll your Composure and
Resilience [Centering] to resist the attempt.
Mask Emotion
There are times when it’s critical that your character
not show their emotions on their face. Perhaps a
specific reaction may offend someone important or
betray a secret that you aren’t ready to give up just
yet. In these moments, you may make a check using
Composure and Coordination [Psychology] to stop
your face, body language, or vocal tone from revealing
your true feelings.
EMPATHY
A character’s Empathy measures their subconscious
ability to perceive social cues from the people
around them. By noticing subtle shifts in vocal
tone and body language, a character may be able to
pick up on clues that are critical to surviving in The
Midnight World. Is there a terrible piece of informa-
tion hidden in the shopkeeper’s uneasy smile? Is that
approaching police officer hiding some foul intent? Is
the terrified child scared because of you—or because
of something behind you that only she can see?
EXAMPLE EMPATHY CHECKS
Motivational Speech
A good leader knows how to help their team
CHAPTER 2: CHARACTER CREATION
focus their energies in the right direction, even
in difficult situations. By understanding other
characters’ insecurities, goals, and skill sets, the
motivating character can help inspire them to find
solutions to problems they might have struggled
with otherwise. By rolling Empathy and Coordina-
tion [Negotiation], the character can enable other
players to choose between applicable Skills for a
better dice pool (for example, being able to use
Wit or Composure and Acumen when searching
through a backlog of information).
Comfort
By their very nature, the Touched are subject to
potentially catastrophic psychological forces on a
daily basis. For the most part, they’re able to cope
with them; they wouldn’t have survived this long
otherwise. However, there are strains that can test
even the toughest mind, and anyone who thinks they
can’t be broken is either foolish or lying to themselves.
33
 THE MIDNIGHT WORLD
Luckily, characters with a strong sense of Empathy can
often talk others down from that metaphorical ledge.
Any time you wish to calm someone, roll an Empathy
and Charisma [Psychology] check. Depending on
the outcome of this check, you may calm panicked
characters. Likewise, characters who were hostile
might be willing to entertain a discussion instead
of a fight, and your character’s efforts may reassure
those who are feeling anxious or unsure.
Determine Motives
The world is full of liars and charlatans, and if you
give them enough of an opening, they’re sure to do
you harm. For anyone trying to navigate the social
world, it’s absolutely necessary to develop a keen
ability to sniff out dishonesty and malign intent. In
a situation where your character wants to feel out
someone’s intentions, you may roll Empathy and
Intuition [Psychology] against their Manipulation
and Charisma [Larceny]. If you score more net hits
than they do, you may not be able to tell unerringly
whether they’re being honest, but you gain some
insight into their motives.
ENDURANCE
Endurance measures your character’s ability to per-
severe in physically demanding situations. Staving
off hunger or thirst, coping with debilitating pain,
and engaging in intense, prolonged cardiovascular
activity are all examples of crises that test a
character’s Endurance.
CHAPTER 2: CHARACTER CREATION
EXAMPLE ENDURANCE CHECKS
Digging Deep
In any horror game, characters frequently engage
in vigorous bouts of cardio exercise. Sometimes,
this action takes the form of a short but intense
sprint away from danger. Other situations may
necessitate moderate, sustained expenditures of
physical resources. Anytime a character exerts
themselves beyond their physical limits, the Direc-
tor may require them to make an Endurance and
Resilience [Athletics] check to avoid succumbing
to the Fatigued Condition and being hampered in
their continued efforts.
More information on Conditions can be found in
Chapter 3.
34
Hold On
Occasionally, a character may find themselves in a
situation that requires them to tenaciously maintain
a manual grip. Perhaps they are clinging to a ledge,
one slip from certain death. Instead, they may
have a hold on a creature that will pose a danger
to the group if it slips free. Whenever a character
is faced with a lengthy application of pure brawn,
the Director may require a successful Strength and
Endurance [Tenacity] checks at various intervals
to forestall muscle failure and its consequences.
MANIPULATION
Eventually, every character in The Midnight World
will need something from someone else. Hopefully,
in most cases, achieving your character’s social goals
will be a trivial matter. Sometimes, though, they might
need to be more persuasive. The Manipulation skill
allows a character to steer someone’s actions or beliefs
through social means. Some applications of this skill
can be so subtle that the mark never realizes they’ve
been had, while others are far more obvious.
EXAMPLE MANIPULATION CHECKS
Persuade
There are a million ways to get someone to capitulate
to one’s needs. Your character can try to trick them
with deception, or your character can simply threaten
to break their head open unless they comply. Cer-
tainly, though, the least risky method is to convince
them that they should fall in line. Whenever your
character tries to persuade another to come around
to their way of thinking, your Director may have
you make an opposed check using your character’s
Manipulation and Charisma [Negotiation] against
your target’s Intuition and Composure [Centering].
Lie
On the other hand, there are most definitely times
when the truth just will not do. When these situ-
ations arise, your character may need to quickly
feel out a target so that they’re able to spin a be-
lievable alternate narrative. When your character
attempts to hoodwink another, you may make
an opposed check using your Manipulation and
Intuition [Performance] against their Empathy
and Intuition [Psychology] to determine if they
buy your tale. Note that there are no completely
accurate truth-telling powers in The Midnight
World. If you fail in this check, your opponent still
doesn’t know for absolute certain that you’re being
 THE MIDNIGHT WORLD

dishonest. Instead, they’re able to pick up on subtle

cues of body language that provide some evidence
that you’re lying.

Haggle
Only a sucker pays full price, and your character
can bet their paycheck that every effective swindler
in The Midnight World knows it. If your character
wants to avoid making themselves into easy prey for
the wolves on the sales floor, they’re going to need
to learn the intricate art of bargaining. When your
character tries to haggle over a price, the Director
may require a check using your Manipulation and
Coordination [Negotiation] against your target’s
Resilience and Composure [Negotiation].

METTLE
Just as Endurance represents a character’s physical
fortitude, Mettle reflects their mental stamina. The
mundane people of The Midnight World are fre-
quently exposed to distressing mental stimuli, from
terrific displays of violence to discoveries of malign
entities to the never-ending monotony of constant
existence. Mettle allows a character to momentarily
shake off these horrors and press on.

EXAMPLE METTLE CHECKS

Keeping it Together
When exposed to something truly terrifying, the
human mind has the extremely inconvenient habit
of just shutting itself down completely. The last

CHAPTER 2: CHARACTER CREATION

thing anyone wants is to be left slack-jawed and
awestruck when they should be running for their
life. Whenever your character witnesses something
overwhelming, your Director may make you roll
your Mettle and Resilience [Centering]. For more
information about Keeping It Together, check
Chapter 3.

Ignore Distractions
It’s relatively rare that a character is left to undertake
a critical task unimpeded. In most cases, especially
those that might mean the difference between survival
and doom, adversaries will attempt everything in
their power to foil your character’s efforts. Whenever
a character is trying to complete a task that requires
mental focus, the Director may have them roll a
Mettle and Coordination [Centering] check to tune
out distractions and concentrate on their intended
course of action.

35
 THE MIDNIGHT WORLD
Resist Mental Fatigue
Sometimes, even the smartest and most experienced
experts find themselves working too hard to continue.
Hour after countless hour of smashing their mental
machinery against a problem can lead to the dreaded
“Brain-Drain,” a state in which the most formida-
ble intellects are all but useless. When a character
begins to mentally wear down due to fatigue or the
repetitiveness of a task, you may make a check using
Mettle and Acumen [Centering] to hold on to their
edge for a while longer. If they’re attempting to stave
off the Fatigued Condition, the Director may require
that they score more net hits on their check than the
level of the Condition that would otherwise apply.
REACTION
Reaction denotes the near-instinctual ability to re-
spond to rapidly changing physical situations. In
some cases, the character may need to move out
of the way of an oncoming attack. In others, they
may have a split second to grab a ledge as the bridge
underneath them gives way. Anytime that a sudden,
almost unconscious physical response is needed, a
Reaction check is appropriate.
Example Reaction Checks
Dodge
Sometimes, the best place you can be is anywhere oth-
er than where you are currently standing. Whenever
your character is presented with a physical threat that
they must actively avoid, they may make a Reaction
CHAPTER 2: CHARACTER CREATION
and Coordination [Athletics/Tactics] check. In the
case of avoiding an attack, each hit you score on your
Dodge check reduces one hit from the attacker’s check.
If the Dodge check results in more hits than the attack
check, your character has totally avoided being hit.
Reflexive Movement
It’s one thing to dodge an attack you can see coming.
It’s an entirely different story when you have no
idea what’s about to happen and only a split sec-
ond to keep yourself from getting hurt. When the
ground crumbles underneath your character’s feet,
or when an unseen threat drops from the rafters
above, make a check using Reaction and Intuition
[Athletics] to avoid catastrophe.
Parry Attack
Sometimes, dodging just isn’t an option. Perhaps your
character is wedged tightly in a small area and can’t
move far enough in either direction to effectively avoid
36
blows, or your opponent may simply be too lithe to
dodge. Luckily, your character isn’t out of options.
You may make a check using Reaction and Strength
[Weaponry] to parry another character’s melee or
hand-to-hand attacks. Just as when dodging, each hit
you score on the parry roll removes a hit from your
opponent’s attack check. If you score more hits than
the attacker, the attack is parried. More information
about resolving checks in combat can be found in
the Combat section of Chapter 3.
TOUGHNESS
Not all conflicts can be resolved peacefully, and
people will get hurt sometimes. When your char-
acter (inevitably) discovers just how true these
statements are, their Toughness will be crucial to
determining the outcome. This skill encapsulates
all of the actions that might be required in a face-
to-face brawl, from the ability to swing a sword to
how well a character can take a punch. Further,
Toughness represents a character’s ability to with-
stand the effects of various intoxicants.
EXAMPLE TOUGHNESS CHECKS
Tolerance
When a character is exposed to poison, diseases,
or intoxicants, the Director may ask you to make
a tolerance check using your chracter’s Resilience
and Toughness [Tenacity]. If the check results in
a common success, the applied Condition’s effects
are reduced by half. Complicated successes likewise
halve the Condition’s effects, but only for the single
scene in which the check occurred. After that, the
symptoms re-emerge immediately at full force, unless
the afflicted character has found a way to purge the
offending substance or pathogen. Other check results
are widely open to the Director’s interpretation, but a
good rule of thumb is to allow phenomenal successes
to entirely remove the Condition while catastrophic
failures double the Condition’s effects.
Attack with Fists or Melee Weapons
Whenever your character attacks someone with their
bare hands or with any kind of melee weapon, the
Director will ask you to make a check using Strength
and Toughness [Hand to Hand/Weaponry]. Their op-
ponent will likewise make a dodge or parry check, and
the results of both checks will be compared. Whoever
achieves the most hits will have “won” the attack. For
more information on how to resolve combat checks,
see the Combat section in Chapter 3.

Looming
When people are pretty sure they couldn’t hurt your
character if they needed to, they’re much more likely
to be compliant. If a character wishes to use their
pure physicality to ensure another’s cooperation,
they may make an opposed check using their Cha-
risma and Toughness [Psychology] against their
opponent’s Resilience and Composure [Centering].
If the character achieves more hits on the check,
the target is thoroughly intimidated and far less
likely to take hostile actions against the character.
Further, the target will generally attempt to fulfill
the character’s simple and reasonable commands, if
that’s what it will take to make the character leave
them alone. Phenomenal successes on a looming
check usually mean that the target will comply
with more difficult or lengthy requests, while a
catastrophic failure may mean that the character is
instead intimidated by the target. Note that looming
isn’t a form of mind control; commands need to
be reasonable. Your character might be able to get
a legionnaire to drop his sword and run, but even
the most thoroughly cowed centurion isn’t going
to hand over his 3,000-year-old Dread Gladius
without a fight.
VIGILANCE
Threats and secrets skulk everywhere in the shadows
of The Midnight World. A character’s ability to rapidly
notice and assess them is frequently vital to their survival.
Vigilance allows a character to do just that. A vigilant
character maintains a heightened state of alertness that
may allow them to spot a necessary hidden object, hear
lurking creatures before they can descend, or even
experience a vague premonition of doom just in time
to avoid calamity.
THE MIDNIGHT WORLD
EXAMPLE VIGILANCE CHECKS
Sense Danger
Some people have an almost uncanny ability to
sniff out peril. For them, there’s some autonomic
physical or mental symptom that alerts them the
second they’ve crossed the threshold from safety
into a potentially deadly situation. Whenever your
character is in danger, the Director may have you
roll a Vigilance and Intuition [Investigation] check,
so that your character is able to either stay away,
or at least avoid being surprised.
Improvise Contraption
Oftentimes, your character won’t have access to the
exact implements they might need to solve a prob-
lem. Nonetheless, enterprising Touched can usually
cobble together some approximation of the thing
they need, limited only by their imagination and the
available resources. Whether your character is trying
to booby-trap a hallway or create a compass out of
fridge magnets and hair ties, make a check using
Vigilance and Coordination [Mechanics] to create
simple machines.
Active Perception
In a world as distinctly terrifying as The Midnight
World, the characters best suited for survival aren’t
necessarily those able to deliver the most punishment
in combat. Instead, the people who tend to persevere
have learned to thoroughly analyze their environment
CHAPTER 2: CHARACTER CREATION
as rapidly as possible. By turning a keen eye towards
their surroundings, characters can identify potential
threats early enough to avoid them. Likewise, they’re
able to more readily notice helpful items or critical
pieces of information. Anytime your character de-
liberately attempts to assess the area around them,
37
 THE MIDNIGHT WORLD
whether while searching for something or quietly
listening for signs of danger, you may make a check
using Vigilance and Intuition [Investigation].
WIT
Some of the dangerous situations encountered by
the people of The Midnight World require sheer
physical agility to survive. In many others, though,
the speed of one’s limbs is irrelevant compared to
the speed of their thoughts. Is the character able to
rapidly work out a mechanical problem? Are they
able to think of exactly the right thing to say in a
perilous social situation? Wit measures a character’s
ability to think with immediacy and precision in
stressful circumstances.
EXAMPLE WIT CHECKS
Recall Critical Information
Memory is a tricky thing. In most cases, people are
able to commit something to mind and then easily
call it up later when needed. If you’ve ever been asked
to recall something incredibly important on the spot,
though, you know exactly how slippery these bits of
information can become under pressure. If your char-
acter ever finds themselves in a situation where they
must recall a critical piece of information immediately,
but you as the player can’t recall it yourself, you may
make a check using Wit and Intuition [Centering].
A successful check means that your character can
bring the information to mind, and the Director can
provide it, if you cannot recall it.
CHAPTER 2: CHARACTER CREATION
Proper Etiquette
There are times when your character may find
themselves totally out of their social element. They
may be surrounded by people from a different
social class, or even a different culture, and they
may find that they aren’t particularly aware of what
constitutes a faux pas among this new crowd. In
such a case, the Director may allow you to make
a check using Wit and Charisma [Negotiation] to
ensure that your character says the right thing or
gesticulates the right way.
Puzzle it Out
Not every challenge in The Midnight World can be
solved by the biting edge of a blade. Many mental
challenges require patience and intellect instead.
Your character might be faced with a hidden cypher,
a puzzling crime scene, or they may just enjoy the
Sunday crossword. In such a case, your Director
38
might call for a Wit and Acumen check, with an
Aptitude based on the subject you’re trying to
piece together.
Herd Cats
Characters will often find themselves in extreme
situations—moments where quick decision-making
and smooth follow-through are critical for surviv-
al. It goes without saying that these circumstances
become harder when several other nearby people
may interfere with the execution of a plan. When
your character needs to try to organize the efforts of
several others, your Director may ask you to make a
check using Wit and Coordination [Negotiation] to
effectively lead the crowd.
APTITUDES
Skills provide a good start when approaching a com-
plicated task. Sometimes, however, a difficult situation
requires a finer touch. Aptitudes represent the specific
abilities your character has spent time training and
educating themselves in, either for professional rea-
sons or as a dedicated hobbyist. It is usually obvious
whether your Aptitudes apply to any given situation,
but the final decision always lies with the Director.
When your character has an Aptitude that is appro-
priate to a skill check, you may upgrade the dice in
your pool given by Skills from d6s to eight-sided
dice (d8s). This benefit makes it substantially easier
to score high-level successes, while minimizing your
chances for catastrophic failure. Note that Aptitudes
don’t upgrade your Attribute dice in this way, except in
very special circumstances that are usually the result
of Privileges or certain Manifestations.
More information on how Aptitudes and Specializa-
tions work mechanically can be found in Chapter 3,
under the heading “Attribute Dice, Skill Dice, and
the Dice Pool.”
SPECIALIZATIONS
Specializations represent specific expertise within an
Aptitude. They’re the finest level of focus a person can
put towards a task. Your character is inarguably the
most skilled in these areas; these tasks have become
trivial to your them, due to constant practice. They
are so used to succeeding in these efforts by rote that
failure seems an almost absurd possibility.
 THE MIDNIGHT WORLD

A character without an Aptitude in Athletics, for

example, may be able to scale a sheer cliff face. That
endeavor would likely be slow going, though, and
would be relatively risky. A character with the Ath-
letics Aptitude is far less likely to catastrophically fail
in the attempt, but still may find that phenomenal
success is just out of reach. A character with the
Athletics Specialization “Rock Climbing,” though,
is substantially more likely to complete the climb
without incident.

Check with your Director to confirm if your character

has a Specialization that might be relevant to a skill
check. If the Director agrees, then all 8s that result on
your roll count as two hits instead of one. This benefit
applies even if the 8s come up on dice added by using
Seconds or from Attributes that are upgraded by certain
Manifestations or Privileges.

Example Specializations are listed beneath each Apti-

tude below, though this list is by no means exhaustive.
With Director permission, there’s technically no limit to
what a Specialization can be. Remember, though, that
a Specialization that’s too focused might not come up
often enough to make having it worthwhile. On the
other hand, one that’s overly broad might become too
powerful and your Director will likely limit it. Your
character may begin play with as many Specializations
per Aptitude as the steps in the “Creating a Character”
section, above, allow. Once the character enters play,
only the Director’s discretion limits the number of
Specializations your character can possess.

CHAPTER 2: CHARACTER CREATION

Finally, it’s worth noting that you may special-
ize different Aptitudes similarly. For instance, a
renowned gunsmith might be adept at repairing
and firing handguns, and thus may have the Spe-
cialization “Pistols” under both the Marksmanship
and Mechanics Aptitudes.

ACADEMICS
Many people assume that the halls of Academia are
a relatively easy place to navigate. If you’re smart and
educated, they imagine, you should have no trouble
figuring out how to survive in a field of other smart,
educated people. Nothing could be further from the
truth, and people with the Academics Aptitude know
it. Characters with this Aptitude don’t know everything
about the topic they’ve studied, but they know where to
find the information they’re lacking. They’re likewise able
to spot data that doesn’t pass the ‘sniff test’ of rigorous
scholastic study.

39
 THE MIDNIGHT WORLD
Academics differs from many other Aptitudes in that
it requires a unique focus that represents the field
to which each selection is attached. These fields can
be relatively broad, and examples include “History,”
“Philosophy,” “Literature,” or “Economics.” Apply the
Aptitude benefit whenever a skill check specifically
requires your character to have knowledge or ex-
perience in the chosen topic. You can purchase this
Aptitude multiple times, with a new focus for each.
Example Specializations:
• History (American) • Philosophy (Pre-Socratic)
• Political Science (Global Conflict)
ATHLETICS
Throughout history, society has widely considered
athletes to be the peak of human physical capability.
They condition themselves in muscular and cardio-
vascular health and can operate under strain longer,
perform greater feats of strength, and move faster
than the average person. Their anatomy may not be
different from anyone else’s, but they have honed
their bodies into perfect tools.
The Athletics Aptitude applies to any skill check made
to push the body past its normal physical limits. This
might mean that your character is running long dis-
tances, lifting heavy weights, or holding their breath
for an inordinate amount of time. It may also be as
simple as playing a demanding sport.
Example Specializations:
CHAPTER 2: CHARACTER CREATION
• Climbing • Track • Weightlifting • Swimming
CENTERING
There is an unfortunate and all too common tendency
among people to focus on physical wellbeing while
ignoring their mental health. Ailments and attacks
that affect the physical body are frequently immediate
and painful. They have effects and symptoms that can
be seen by the naked eye. Even so, countless injuries
affect the mind itself, leaving wounds that are insid-
ious but devastating. Characters with the Centering
Aptitude have learned to prepare themselves for such
cruelties. They’ve worked hard to fortify their mind
against illness, intrusion, and attack.
The Centering Aptitude benefit applies to skill checks
made to resist mental strain. Examples include de-
fensive checks against Dread Manifestations that
attack the mind, attempts to push out intruders that
have invaded your character’s thoughts, or attempts
40
to withstand Compulsions. Centering can also be
used to upgrade dice used to resist emotional trauma,
such as when making a Keeping It Together check.
Example Specializations:
• Guarding Thoughts • Resisting Mental Attack
• Keeping It Together
CREATE
One of the most astonishing features of the human mind
is its capacity for creation. By identifying and replicating
the basic elements that make up certain complicated
concepts, a properly dedicated person can transform
them from ideas into real, tangible things. Throughout
history, people have used this talent to execute dazzling
feats of ingenuity. Some masterfully construct buildings
or ships. Others compose beautiful poems. Still others
spend their time weaving breathtaking tapestries or
painting historic pieces of art.
The Create Aptitude applies to any skill check having to
do with acts of creativity. A wide latitude of situations
may pertain to this ability. Examples include construct-
ing a shelter from saplings, authoring a literary epic, or
meticulously hand-tooling a design into leather.
Example Specializations:
• Music • Sculpture • Architecture • Woodworking
DRIVE/PILOT
Transportation is critical for exploration and the
expansion of civilization. Industrial growth, the rise
of the automobile, and the advent of aviation have all
expanded the capacity for rapid movement, but also
require detailed training to operate and maintain the
means of transit they provide. In the modern world,
many people learn the fundamentals of driving a car
or operating a motorcycle. Only a select few, though,
pursue the training required to master the art or pilot
more advanced vehicles.
Apply the Drive/Pilot Aptitude benefit to any skill
check made to operate a vehicle. Vehicles may include
anything from unicycles to horse-drawn chariots
to hyperspace cruisers, though the Director retains
discretion to say that certain rare or complicated ve-
hicles are too difficult for anyone to operate without
specialized training.
Example Specializations:
• Automobile • Motorcycle • Airplane • Spacecraft

ELECTRONICS
Perhaps the most distinct advantage that mankind
has over the beasts of the Earth (and most of the
things from beyond the Veil) is our penchant for
building and utilizing tools. From simple levers to
machines of dizzying complexity, human beings
have developed a vast array of technologies to make
previously impossible tasks trivial. Early on, many of
these apparatuses required specialized skills to oper-
ate. Since the beginning of the electronic era, though,
anyone who can flick a switch or press a button has
access to unprecedented power. While these devices
remarkably extend the capabilities of a layman, for
those who truly understand them, the advantages are
limitless. Characters with the Electronics Aptitude have
a detailed awareness of the theories and techniques
that allow these devices to function, and they are best
able to exploit and maintain them.
The Electronics Aptitude benefit applies to any skill
check pertaining to the usage or understanding of
complicated electronic devices like computers, tablets,
or phones. Examples include figuring out what a gad-
get does, operating a piece of technology you’ve never
used before, or reprogramming a piece of software.
Example Specializations:
• Computer Software • Brute Force Intrusion
• Biomedicine • Navigational Equipment
HAND-TO-HAND
There are times when a blade isn’t readily available, or
when a character may wish to neutralize an opponent
without immediately resorting to lethal force. In these
situations, a character can always deploy that most
primitive of weapons: their own body. This is not
to suggest that fists, knees, and elbows are any less
elegant or efficient battle implements than the sword.
For those who have studied unarmed combat, these
natural armaments can be just as deadly.
Apply the Hand-to-Hand Aptitude upgrade to skill
checks in which a character is throwing punches,
kicks, or any kind of unarmed strike. Other possible
uses of this Aptitude might include making knowl-
edge checks if a character is trying to determine what
martial art discipline another is using, or making
perception checks if a character wants to analyze an
opponent’s techniques for vulnerabilities. Further, the
Hand-to-Hand Aptitude allows you to upgrade your
character’s Initiative dice when fighting unarmed.
THE MIDNIGHT WORLD
Example Specializations:
• Boxing • Karate • Grappling • Muay Thai
INVESTIGATION
In the heat of a crisis, a simple, one-size-fits-all answer
rarely leads to a positive resolution. Every situation is
different, and when considering possible solutions, it’s
beneficial to pull apart and analyze the tiniest details.
People with the Investigation Aptitude have trained
their eyes to pick out minutiae, and they’ve honed
their minds to understand what these things might
mean. They’ve learned the right questions to ask and
how to apply the answers they find.
The Investigation Aptitude benefit applies to any skill
check made to find hidden details in a scene or situa-
tion. Often, this action takes the form of meticulous
searches conducted on a place in hopes of uncovering
information or evidence. Sometimes, it might instead
apply to one-on-one interviews with witnesses to an
event. Likewise, a character who has spread out all
the information they have on the floor might use
Investigation to piece together what the pages mean.
Example Specializations:
• Crime Scene • Interrogation • Canvassing
LANGUAGE
There are dozens of different languages on Earth.
As the world grows increasingly connected, being
versed in only one of them can be a pronounced
liability. Much of the human population is at least
CHAPTER 2: CHARACTER CREATION
conversationally bilingual, and those who are have
a distinct advantage. They’re able to trade ideas with
others more freely, and they can open avenues of in-
terpersonal communication that are closed to people
limited to a single tongue.
Language, unlike many other Aptitudes, has both a
passive and an active effect.
Passively, each time you purchase this Aptitude,
choose a single language. Your character becomes
fluent in that language, able to understand, speak,
read, and write it. This ability doesn’t necessarily mean
that they’re familiar with obscure idioms or cultural
norms, and the Director may require skill checks to
decipher them if any come up.
Actively, the Language Aptitude behaves like any
other. Its benefit applies to any skill checks that
are made to communicate in the chosen language.
41
 THE MIDNIGHT WORLD

These situations might include attempts to decipher

complicated texts or to understand peculiar turns of
phrase. In some cases, the Director may allow you
to make a skill check using this Aptitude to interpret
similar languages. For instance, if your character
speaks Spanish, they may (with some effort) piece
together Portuguese.

In most cases, characters without the Language Apti-

tude start play fluent in only their native tongue, but
in some situations, the Director may allow them to
be minimally competent in others. This permission
is usually granted to make communication easier
among characters in the group.

Example Specializations:
• Reading Comprehension • Literature
• Etymology • Obscure Idioms

LARCENY
For skilled criminals, even the best lock is little more than
an irritating waste of time. They’ve worked hard to ensure
that they can get anywhere they want to go. This talent
doesn’t just apply to doors, though. They’ve dedicated
themselves to relieving their marks of excess cash and
valuables, whether through clandestine home invasions
or outright brigandry. They’ve learned to disable alarms,
avoid cameras, and use misdirection to keep themselves
from being discovered.

Apply the Larceny Aptitude upgrade to skill checks

made to commit theft or breaking and entering.
CHAPTER 2: CHARACTER CREATION

Examples include attempts to open a locked door or

quietly snatch an important item without being seen.
However, there are many other ways this Aptitude
can be employed, such as when scanning a potential
mark’s house for entrances and exits.

Example Specializations:
• Hiding in Plain Sight • Lock Picking • Pickpocket
• Carjacking

MARKSMANSHIP
As early as half a million years ago, ancestors of to-
day’s humans discovered that their flint-tipped spears
were just as effective against distant targets as they
were against those in close-quarters. This innovation
allowed them to take down much larger and more
dangerous prey, as it protected their soft bellies from
the vicious claws of beasts by preventing them from
closing to striking range. Since then, people have
perfected the art of ranged warfare. We have devel-

42

oped weapons capable of killing from ever-further
distances, from the simple atlatl that tripled the range
of a thrown spear to modern rifle platforms that can
neutralize a foe from more than a mile away.
Apply the Marksmanship Aptitude upgrade to any
skill checks that involve using conventional weapons
to deal damage from outside of a target’s melee range.
While pulling triggers or releasing bowstrings is the
most obvious usage of this Aptitude, you may also
apply it on skill checks to identify particular kinds of
ranged weapons, or to spot the best places to position
snipers on a field. As with other combat Aptitudes,
Marksmanship allows you to upgrade your character’s
Initiative dice when using a ranged weapon in combat.
Example Specializations:
• Archery • Rifles • Javelins • Slings
MECHANICS
Ever since the advent of the first complex machines,
those machines have done their very best to break
down, fall apart, or otherwise render themselves
nonfunctional. Without the constant efforts of skilled
attendants, even the most well-put-together appa-
ratus is destined for the scrap heap. For this reason,
those people who dedicate themselves to the study
of mechanical devices have become essential to the
continued function of society.
The Mechanics Aptitude benefit applies to skill
checks that require knowledge of devices that op-
erate mechanically. Examples include determining
what an unknown machine does, repairing a broken
one, or quickly constructing a mechanism to assist
in some task.
Example Specializations:
• Firearms • Engines • Heavy Equipment • Hydraulics
MEDICINE
When simplified down to its basic form, the human
body is little more than (an admittedly complicat-
ed) machine. Its structure may have some minor
variation from model to model, but like any other
machine, it operates according to a strict set of ob-
servable guidelines. It uses very particular kinds of
fuel to power itself. When it suffers damage or breaks
down, it tends to do so in ways that aren’t unique and
have been witnessed ad infinitum since the dawn of
recorded history. Just as mechanics train to service
instruments with moving parts, there are people who
THE MIDNIGHT WORLD
know precisely how best to maintain and repair the
human form.
Apply the Medicine Aptitude upgrade anytime you
make a skill check that requires an understanding of
how the human body is supposed to work. There are
many possible appropriate usages of Medicine, but
examples include checks to stop bleeding, deploy-
ment of Dread Manifestations that heal damage, or
determining if a character is suffering some kind of
active psychological crisis.
Example Specializations:
• Surgery • Ophthalmology
• Emergency Field Medicine • Psychiatry
NATURE
For better or worse, the Earth provides every natural
resource that we require for life. It produces our food,
the water we drink, and the medicines that heal our
ills. In the modern age, much of the layman know-
how that we have developed over the centuries has
been lost, but a few dedicated people have gone to
great lengths to retain it. They have studied climate,
flora and fauna, and how they all interact to form
the cycle of life. They’ve identified useful plants and
funguses, and they know what’s edible and what’s
lethal in the forest.
The Nature Aptitude benefit applies to skill checks
made to understand or interact with the natural
world. Healers make great use of this Aptitude
CHAPTER 2: CHARACTER CREATION
when they try to identify medicinal herbs and mix
them properly. Likewise, anyone who deals with
wild animals might use this upgrade to intuit if
something is wrong with a deer’s behavior, or to
determine if an upset boar is preparing to attack.
Example Specializations:
• Tracking • Survival • Plant Identification • Dog Training
NAVIGATION
People often say that we live in a small world.
From a certain perspective, that’s absolutely true,
especially in an age of unprecedented connectivity.
Still, anyone who has ever been lost in a sprawling
wilderness will tell you that our planet can also
be incomprehensibly vast. For this reason, some
people go to great lengths to cultivate a keen sense
of direction. They train themselves to use terrain,
maps, and even the stars to determine their position,
their destination, and the best path between the two.
43
 THE MIDNIGHT WORLD

Apply the Navigation Aptitude upgrade to skill checks The Occult Aptitude benefit applies to skill checks
your character makes to find their way from one place made to spot, understand, or create supernatural
to another. Perhaps they’re lost in the labyrinthine phenomena. Common examples include inter-
bowels of a massive cruise ship, or instead they might preting an ancient prophecy, identifying a Dread
need to plot a course between two mountains that Manifestation based on its effects, or attempting
avoids dangerous crevices in the area. Other examples
to construct a ritual that can contact a Beyonder
include attempting to locate a particular star-station
through the Veil.
in deep space or finding a landmark in the heart of
an unfamiliar metropolis.
Example Specialties:
• Shamanic Practice • Witchcraft
Example Specializations:
• Paranormal Investigation • Cryptozoology
• Wilderness • Nautical • Urban
• Near-Earth Orbit
PERFORMANCE
The ability to manipulate others’ emotions is a
NEGOTIATION
supremely important tool in competent hands.
Everyone you meet wants something. Often, one
Skilled performers learn to intuit and draw from
person’s desires may directly contradict another’s.
their audiences’ deepest feelings, redirecting them
This opposition can lead to conflict, and usually
at will through their preferred art form. In this
neither person ends up getting what they want.
way, they instill their own ideas in a palatable
People skilled at the art of Negotiation are trained
and moving way. Often, a talented performer can
to help each party find a compromise that everyone
challenge even a person’s most closely held beliefs
finds suitable. They broker agreements, mediate
through the power of art.
conflicts, and deflate tense situations by under-
standing what both sides want and how they can
Apply the Performance Aptitude upgrade to skill
work to achieve the best outcome for everyone.
checks that involve a character putting on any kind
of show. Possible examples range from reciting a
The Negotiation Aptitude benefit applies to skill
passionate poem, belting out an aria, or even telling
checks made to assist multiple parties in forming
a spooky story around a campfire.
a compromise. These scenarios often arise during
business transactions, as each participant angles to
Example Specializations:
get the best financial return for themselves. How-
• Oratory • Violin • Theater • Stand-Up Comedy
ever, negotiators also assist during tense hostage
CHAPTER 2: CHARACTER CREATION

exchanges and intricate diplomatic dealings between

belligerent nations.
Example Specializations:
• Interrogation • Barter • Diplomacy
• High-Pressure Sales
OCCULT
Science has become the go-to discipline used to
explain the mysteries of reality. For the most part,
it works well. Most observable things readily fall
into categories that science has already described.
There are, though, older mysteries—shrouds that
even the most advanced scientific thought can’t
pierce. In these cases, those who have studied and
become proficient with the Occult shine. They
know the words spoken by agent magi and the
cryptic symbols that depict the presence of demons.
PSYCHOLOGY
The mind is an incomparably complex thing. It gen-
erates immeasurable power—from dreaming up the
forms that will become brilliant skyscrapers, to solv-
ing equations that put men on distant worlds. That
incredible potential can easily turn inward, though,
causing untold damage to a person’s fragile psyche.
People trained in Psychology know how the mind
works and can influence it, whether to treat illnesses
or to harness it for their own personal benefit. They
understand the way people think, and the usual
outcomes of those thought patterns.
The Psychology Aptitude benefit applies to any skill
check made to determine or exploit another person’s
internal mental processes. Examples include attempts
to uncover someone’s underlying feelings about a
situation or trying to convince them to look at things
from a different perspective. The Psychology Apti-

44
 THE MIDNIGHT WORLD

tude is especially useful when trying to determine Science Aptitude are on the cutting edge of scientific
how close a person is to a mental breakdown and advancement in their time, and they understand how
how best to de-escalate them before they become to apply the rules of the universe to achieve specific
results.
unmanageable.
Apply the Science Aptitude upgrade to any skill
Example Specializations:
check that requires a character to understand the
• Diagnosis • Therapy • Forensic • Developmental
fundamentals of a scientific discipline. Examples
include making knowledge checks to understand
RESEARCH
how an ecosystem works, attempting to correlate two
Among all the creatures of The Midnight World,
pieces of data in a way that makes sense, or analyzing
humanity has a unique capacity to seek out and
how a particular toxin might affect a human body.
store knowledge. This has been true since the dawn
of culture; through trial and error, our antecedents
Example Specializations:
discovered foundations that we have since built
• Botany • Physics • Chemistry • Biology
upon to create marvels and solve the mysteries
of creation. Once uncovered, we record these
TACTICS
facts in a breathtakingly vast number of ways.
Combat is a uniquely ter-
People who are trained in the Research Aptitude
rifying experience, a lethal
know how to hunt down such records and
ballet where one misplaced
interpret them.
step might lead to a painful
demise. While most people
The Research Aptitude benefit
who end up engaged in this
applies to a skill check when-
deadly dance have some
ever a character is trying
modicum of training, those
to find or understand a
who dedicate themselves
specific piece of infor-
to its mastery are vastly
mation. Often, this
more prepared for surviv-
means that they’re
al once bullets start flying.
actively poring
They understand the value
through texts or
of terrain, the capability of
searching for the
opposing forces, and what
perfect book. In

CHAPTER 2: CHARACTER CREATION

counter-measures to employ
other cases, they
in specific circumstances.
may be picking
through links on
The Tactics Aptitude upgrade
an archived web site.
shouldn’t be applied to all com-
bat skill checks. No matter how bril-
Example
liant a tactician may be, that skill
Specializations:
doesn’t directly translate to physical
• Dewey Decimal • Internet
capability. Instead, apply the ben-
• Laboratory
efit to any skill check that involves
• Statistics
preparing for combat or reacting to
strategic changes as they occur. Possi-
SCIENCE
ble examples include setting up an ambush, deciding
Corpse Universes generally lack consistent, repeatable
where to deploy resources during an active battle, or
rules that govern the way they behave. All of material
ensuring that your team has a viable escape option
creation, though, operates according to observable
in case things go awry. Finally, the Tactics Aptitude
physical laws. From the moment that humanity
allows you to upgrade one member of your team’s
recognized the patterns woven into the fabric of
Initiative dice per combat (including your char-
existence, there have been those who have dedicated
acter if you choose), regardless of their training
themselves to unraveling and fully understanding
or weapon loadout.
how these intricate rules work. Characters with the

45
 THE MIDNIGHT WORLD
Example Specializations:
• Reconnaissance • Small Unit Conflict
• Guerilla Maneuvers • Counter-Insurgency
TENACITY
Physical discomfort is an assured part of any per-
son’s existence. Usually, this sensation is mild and
nonspecific. Backs ache, knees twinge, and the
simple act of getting out of bed reminds most adults
of their impending mortality. Other times, though,
pain can be intense enough that it totally disrupts
a person’s ability to function. Characters with the
Tenacity Aptitude have gone to great lengths to
increase their tolerance of physical discomfort
of any kind. They’re trained to shrug off extreme
pain, intoxication, and even poisoning.
Apply the Tenacity Aptitude upgrade on skill checks
made to resist any kind of physical hardship. In
some cases, your character may be trying to press
on through deep physical fatigue or remain stand-
ing after their ninth shot of tequila. Instead, they
may be trying to focus on a task through the fog
of substantial pain or withstand the interrogation
methods of a despicable torturer.
Example Specializations:
• Pain • Toxins/Intoxicants • Holding Breath
• Resisting Torture
WEAPONRY
The world is full of hungry beasts, and human
CHAPTER 2: CHARACTER CREATION
beings are laughably weak and densely packed
with nutrients. Had we never developed the
ability to use tools, predators would have happily
taken advantage of our relative lack of natural
defenses and culled us into extinction. Luckily
for us, that innovation came to us early on in
our evolution. Perhaps the very first tool we ever
learned to use was a simple stick, sharpened on
one end, that could be jabbed towards a hungry
attacker to forestall being unceremoniously eaten.
Since the advent of those simple arms, humanity
has created and mastered a truly stunning variety
of weapons.
The Weaponry Aptitude applies to any skill check
that relates to the usage of a hand-held weapon
at close range. These weapons don’t need to be
simple blades or bludgeons; modern close-quarter
battle practices employ carbines, handguns, and
shotguns with devastating effect at short range.
46
Other possible examples include making knowl-
edge checks in which a character is attempting to
determine how to use a weapon they’re unfamiliar
with. Note that this Aptitude also allows you to
upgrade your character’s Initiative dice when using
an appropriate weapon.
Example Specializations:
• Throwing Knives • Pistols • Swords • Axes
ARCHETYPES
When building a character, many players start by
forming a basic idea: an elevator pitch about who
they are. This short descriptor forms a foundation
from which the beams and rafters of your character
can be built. The Archetypes below provide exam-
ples of what these concepts might look like. They’re
vague descriptions of various types of people that
exist in The Midnight World, and each includes a
brief discussion of how these people might behave,
the Dread Manifestations they’ve discovered, and
their Skills.
These are, of course, suggestions. As long as the
Director approves, feel free to substitute or alter
these Archetypes to fit the character you’re trying
to create. If you’re using Method III to create your
character, you can ignore them entirely.
BRAINIAC
Quick to spot an issue and even quicker to react,
Brainiac archetypes are natural problem-solvers.
They’re mentally and socially tough, making it
relatively difficult to steamroll or cow them.
They tend to see other people as pieces in a grand
puzzle, and they can be insidiously manipulative
when they want to get their way.
Examples:
• Hacker • Intel analyst • Political strategist
Hour 1 Manifestation:
• The Madness Angle

Recommended Skills:
• Composure 2 • Empathy 1 • Endurance 1
• Manipulation 2 • Mettle 2 • Reaction 1
• Toughness 1 • Vigilance 3 • Wit 3
CAREGIVER
Caregiver archetypes anticipate the needs of
others and quickly work out how to best meet
them. They’re prepared to withstand the mental
and social hardships that sometimes come with
prioritizing other people. With their attention so
frequently aimed at others, they can sometimes be
slow to react when they’re in danger themselves.
Examples:
• Nurse • Cook • Psychologist
Hour 1 Manifestation:
• Soothe
Recommended Skills:
• Composure 2 • Empathy 3 • Endurance 1
• Manipulation 1 • Mettle 2 • Reaction 1
• Toughness 1 • Vigilance 2 • Wit 3
CLEVER
For characters with the Clever Archetype, no puzzle
is too complex to solve. They’re astute and inven-
tive, able to spot threats early and think their way
out of most problems. They tend to understand
how to get what they want out of people, but they
are often fairly brittle under prolonged pressure.
They’re used to avoiding fights, and therefore aren’t
usually very capable when their wits fail them and
fists start flying.
Examples:
• Computer programmer • Architect
• Game designer
Hour 1 Manifestation:
• Janus’s Gaze
Recommended Skills:
• Composure 1 • Empathy 2 • Endurance 1
• Manipulation 2 • Mettle 1 • Reaction 2
• Toughness 1 • Vigilance 3 • Wit 3
CON ARTIST
Charlatans and frauds, the Touched who bear
the Con Artist Archetype are masterful social
manipulators. They’re talented at getting inside
a person’s defenses, probing insecurities, and
THE MIDNIGHT WORLD
finding weaknesses they can exploit to get their
way. They’re built to withstand social pressure,
but can get anxious when things turn physical.
Examples:
• Street preacher • Card sharp • Telephone scammer
Hour 1 Manifestation:
• Shadowpierce
Recommended Skills:
• Composure 2 • Empathy 3 • Endurance 1
• Manipulation 3 • Mettle 1 • Reaction 2
• Toughness 1 • Vigilance 2 • Wit 2
DEFIANT
Defiant archetypes steadfastly refuse to give in to the
horrors of The Midnight World. They have a solid
handle on their emotions and thoughts, and the
physical wherewithal to take a beating if they need
to. They don’t bother trying to prepare themselves
for combat, because there’s always combat around
the corner. When the darkness comes, they don’t
run. They scream in its face.
Examples:
• Protester • Biker • Rodeo clown
Hour 1 Manifestation:
• Frostbite
Recommended Skills:
• Composure 3 • Empathy 1 • Endurance 2
CHAPTER 2: CHARACTER CREATION
• Manipulation 1 • Mettle 3 • Reaction 1
• Toughness 2 • Vigilance 1 • Wit 2
DIPLOMATIC
Often, the strength of one’s fist is so vastly outmatched
that fighting a threat is unthinkable. Diplomatic ar-
chetypes shine in times like this. They are practiced
at remaining cool in social settings and letting their
way with words solve problems for them. Because
they’re rarely capable combatants, they’re prone to
breaking when things get tough.
Examples:
• Lawyer • Social worker • Talent agent
Hour 1 Manifestation:
• Shadowpierce
47
 THE MIDNIGHT WORLD

Recommended Skills:
• Composure 3 • Empathy 2 • Endurance 1
• Manipulation 3 • Mettle 1 • Reaction 1
• Toughness 1 • Vigilance 2 • Wit 2

INQUISITIVE
Characters with the Inquisitive Archetype frequently
allow their curiosity to get in the way of their better
judgment. They’ve developed a keen eye for detail
and quick reflexes to get them out of the trouble they
always seem to find themselves in. Their incessant
need to find answers usually comes at the cost of
social grace, though, and some people find them
uncomfortable to talk to.

Examples:
• Journalists • Therapists • Diagnosticians

Hour 1 Manifestation:
• Janus’s Gaze

Recommended Skills:
• Composure 1 • Empathy 1 • Endurance 1
• Manipulation 1 • Mettle 2 • Reaction 3
• Toughness 2 • Vigilance 2 • Wit 3

INSOLENT
People with the Insolent Archetype have had enough,
and they aren’t going to take anymore! No matter
whether anyone has said asked them to do anything,
Insolent characters are resistant to the influence of
CHAPTER 2: CHARACTER CREATION

others, and they can be downright vindictive if they

think they’re being taken advantage of. They’re great
friends to have, but all too often they become the
worst enemies imaginable.

Examples:
• Comedians • Street toughs

Hour 1 Manifestation:
• Reflexive Cognition

Recommended Skills:
• Composure 2 • Empathy 1 • Endurance 2
• Manipulation 1 • Mettle 3 • Reaction 1
• Toughness 3 • Vigilance 2 • Wit 1

48

PARENTAL
Parental archetypes often hold the center of a
team’s moral and ethical structure. They’re al-
ways in tune with the needs of their comrades,
but they’re also no-nonsense in their approach
to achieving their objective. They may not think
as quickly as some others, but they’re tireless
in their attempts to protect and encourage the
people around them. They know you can do
better, and they expect you to.
Examples:
• Coach • Overbearing parent • Youth minister
Hour 1 Manifestation:
• Oasis
Recommended Skills:
• Composure 2 • Empathy 3 • Endurance 1
• Manipulation 1 • Mettle 1 • Reaction 2
• Toughness 3 • Vigilance 2 • Wit 1
PITIABLE
Sometimes, people just seem too sad to be threatening.
Pitiable archetypes routinely come off as weak, fragile,
or incompetent, even when they’re nothing of the sort.
They’re able to use their miserable demeanor to get
close to others, turning them into de facto protectors
or, in some cases, using the opportunity to strike. They
aren’t built for long conflicts or difficult situations, but
they can be deadly when they’re discounted.
Examples:
• Overwhelmed parents • Doe-eyed college stu-
dents • Downtrodden day laborers
Hour 1 Manifestation:
• The Madness Angle
Recommended Skills:
• Composure 1 • Empathy 3 • Endurance 1
• Manipulation 3 • Mettle 1 • Reaction 2
• Toughness 1 • Vigilance 2 • Wit 2
PRIMADONNA
All the world’s a stage, and Primadonna archetypes
have learned to be comfortable with that fact. They’ve
studied the emotional and social reactions of others;
they usually know what to say to get what they want.
Because they’re so sure of themselves, people with this
Archetype often overlook potential dangers, and they
aren’t used to dealing with discomfort.
THE MIDNIGHT WORLD
Examples:
• Social media celebrities • Marketing experts
• Wealthy socialites
Hour 1 Manifestation:
• Dusk Sight
Recommended Skills:
• Composure 2 • Empathy 2 • Endurance 1
• Manipulation 3 • Mettle 1 • Reaction 1
• Toughness 2 • Vigilance 1 • Wit 3
PROTECTOR
Some selfless people have devoted themselves to
being the wall that shields others through the
night. These Protector archetypes are built to
spot threats and stand in their way. They’ve taken
beatings before, and they’ll do it again gladly in
the defense of another. They’re generally not the
most social people, though, and better one-on-
one than in large crowds.
Examples:
• Mama bear • Devoted guardian • Street knight
Hour 1 Manifestation:
• Geolocate
Recommended Skills:
• Composure 1 • Empathy 1 • Endurance 2
• Manipulation 1 • Mettle 2 • Reaction 2
• Toughness 3 • Vigilance 3 • Wit 1
CHAPTER 2: CHARACTER CREATION
RESIGNED
Some folks are just over it. They’ve seen enough
of what the world has to offer, and they’re frankly
not that interested. People with the Resigned
Archetype almost always keep a cool head…
after all, when the outcome doesn’t really matter
anymore, how can you let it bother you? They
are often somewhat slow on the uptake, as
simply going through the motions of daily life
has dulled their edge.
Examples:
• Bureaucratic employees • Public transportation
workers • Office workers
Hour 1 Manifestation:
• Dusk Sight
49
 THE MIDNIGHT WORLD

Recommended Skills: Examples:

• Composure 3 • Empathy 1 • Endurance 2 • Gutter punk • Drifter • Army private
• Manipulation 1 • Mettle 3 • Reaction 1
• Toughness 2 • Vigilance 1 • Wit 2 Hour 1 Manifestation:
• Reflexive Cognition
ROUGH AND READY
Rough and Ready archetypes were born for battle. Recommended Skills:
They have instincts so remarkably sharp that they • Composure 1 • Empathy 1 • Endurance 2
frequently respond to threats before they have •Manipulation 1 • Mettle 2 • Reaction 3
•Toughness 3 • Vigilance 2 • Wit 1
consciously registered them. They may not be the
best in social situations, but they more than make
STONE-WALL
up for it when the bullets start flying.
Everyone has a breaking point, but for characters
with the Stone-Wall Archetype, it’s anyone’s guess
Examples:
how far away that point may be. They’re highly
• Combat Arms Marine • Mafia enforcer
resistant to mental and social pressure, and they’re
• Secret Service agent
even able to withstand actual physical torture for a
time. They can sometimes be a bit oblivious to the
Hour 1 Manifestation:
world around them, though, and they’re suckers
• Frostbite
for a sweet voice.
Recommended Skills:
Examples:
• Composure 1 • Empathy 1 • Endurance 2
• Intelligence agent • Strong silent type • Bodyguard
• Manipulation 1 • Mettle 2 • Reaction 3
• Toughness 2 • Vigilance 3 • Wit 1
Hour 1 Manifestation:
• Dusk Sight
ROUGHNECK
Roughneck archetypes are The Midnight World’s
Recommended Skills:
quintessential bruisers. They’re highly skilled at with-
• Composure 3 • Empathy 1 • Endurance 1
standing and overcoming physical punishment, and
• Manipulation 1 • Mettle 3 • Reaction 2
they’re resistant to social or mental pressure too.
• Toughness 2 • Vigilance 1 • Wit 2
They’re not always the first to throw a punch, but if
someone starts a brawl, they’re damn well going to
CHAPTER 2: CHARACTER CREATION

SUPPLICANT
end it.
Supplicant archetypes have learned to survive by
attaching themselves to someone stronger. They have
Examples:
tough minds, forged by years of doing distasteful
• Boxer • Street brawler • Bouncer
things in service to their benefactors, but they always
feel safer when they aren’t on their own. They’re gen-
Hour 1 Manifestation:
erally socially submissive, but they’re great at subtly
• Coronal Flash
twisting people to do what they want.
Recommended Skills:
Examples:
• Composure 2 • Empathy 1 • Endurance 3
• Trophy spouse • Personal assistant
• Manipulation 1 • Mettle 2 • Reaction 1
• Religious volunteer
• Toughness 3 • Vigilance 2 • Wit 1
Hour 1 Manifestation:
SCRAPPY
• Geolocate
Some folks can eke out a meager life in the gutter. Scrappy
archetypes tend to excel there. They’re tough as steel and
Recommended Skills:
always poised to respond to a threat. They’ve built a life
• Composure 1 • Empathy 2 • Endurance 1
at the bottom, and no matter where they’ve ended up
• Manipulation 3 • Mettle 3 • Reaction 1
since, they’re always ready to return there.
• Toughness 1 • Vigilance 2 • Wit 2

50

SURVIVOR
Survivor archetypes are determined to make it
through the night at any cost. They are hyper-aware
of threats around them and always ready to respond.
They’re used to taking a beating, and they have learned
to shrug off hits that would put many others on their
backs. Their constant alertness can make them seem
cold and distant, though, and they frequently struggle
in social situations.
Examples:
• Doomsday prepper • Wilderness expert
• Former victim
Hour 1 Manifestation:
• Touch of Eternity
Recommended Skills:
• Composure 1 • Empathy 1 • Endurance 2
• Manipulation 1 • Mettle 2 • Reaction 3
• Toughness 2 • Vigilance 3 • Wit 1
VIGOROUS
Vigorous archetypes are the physical elite of The
Midnight World. Through either tireless training
or genetic miracle, they’re fast and graceful, and
have cardiovascular endurance that others envy.
They may not be the smartest or the most charming
people, but the near-perfection of their physical
form makes up for their other weaknesses.
Examples:
• Runners • Olympiads • Champion swimmers
Hour 1 Manifestation:
• Coronal Flash
THE MIDNIGHT WORLD
Recommended Skills:
• Composure 1 • Empathy 1 • Endurance 3
• Manipulation 1 • Mettle 2 • Reaction 3
• Toughness 2 • Vigilance 2 • Wit 1
VOCATIONS
If your character’s Archetype represents who they
are as a person and their natural skills, their Voca-
tion represents those talents they have studied and
trained. Just like Archetypes, the Vocations listed
below provide simple fragments from which you
might paint a more detailed portrait of your character.
Each includes a brief description and a collection of
Aptitudes that seem necessary for a successful expert
in the field. As with everything else in The Midnight
CHAPTER 2: CHARACTER CREATION
World, these Vocations are suggestions. Feel free to
move things around to best fit the unique concept
for your character, or to ignore Vocations entirely
and add Aptitudes as you see fit.
AGRICULTURIST
One of the first and most critical survival skills man-
kind learned was to cultivate and harvest the natural
flora of the world. Whether they study wheat, fruit, or
medicinal herbs, these experts immerse themselves in
the science of agriculture. They ensure societies are
fed and our impact on the environment is sustainable.
Recommended Aptitudes:
• Nature • Research • Science
ANIMAL TENDER
Humans have long relied on beasts for labor, suste-
nance, and companionship. Poor meat makes poor
51
 THE MIDNIGHT WORLD

cuisine, however, which can easily lead to illness. An COOK

injured horse can’t work, and very few can ignore the Everybody needs to eat. To maintain basic bodily
suffering of a treasured pet. For as long as we have function, the human machine requires calories in
relied on beasts, we have taken up the responsibility much the same way an engine requires fuel. But even
of their care, ensuring their health and wellness as though consuming hard tack and dried berries will
diligently as we do our own. replenish the tank, over time such a dull diet can have
dismal effects on morale and wellness.
Recommended Aptitudes:
• Medicine • Nature • Science Those who focus their efforts on food service and
preparation understand the benefit of palatability.
They realize that the most nutritious meal may be
ARCHIVIST
worthless if no one eats it, just as the most delicious
If researchers seek information, Archivists are its
meal may do more harm than good if it’s improperly
stewards. These people fiercely protect knowledge
prepared.
and work hard to carefully catalog and preserve it in
the hope that future generations may be able to build
Recommended Aptitudes:
upon it when needed. Archivists are curious people,
• Nature • Create • Technology
always on the lookout for a new source from which
to collect data that might end up being the linchpin
for their survival in the days to come. CRAFTSMAN
It’s easy to think of Craftsmen as nothing more than
Recommended Aptitudes: simple laborers, relatively unskilled people who
• Academics (any) • Language • Research follow basic recipes to construct things. Nothing
could be further from the truth, though. These
tireless creators are experts in their disciplines.
ARTIST
They’re highly trained, not only at the actual act of
The Midnight World is a dark and overwhelming
creation but also in the theory behind it. Without
place, filled to its limit with despair. Many of its
their innovation, nothing we take for granted today
inhabitants have accepted the state of things, too ex-
would exist in its current form.
hausted with their own struggle to make any attempt
at bringing light into the world. Artists, though, have
Recommended Aptitudes:
learned to channel their feelings into various media.
• Create • Mechanics • Technology
By exposing their grief, horror, passion, and joy in
this way, they create beautiful works that can move
CHAPTER 2: CHARACTER CREATION

even the coldest of hearts. DEADEYE

For people with the Deadeye Vocation, almost
nothing is too far away to hit precisely. Whether
Recommended Aptitudes:
they’re holding a high-powered rifle, a recurve
• Create • Performance • Psychology
bow, or a simple javelin, these hawkish warriors
have practiced the ability to land shots where they
CLERGY
intend. Like other warrior Vocations, Deadeyes
Faith can move mountains. Members of the Clergy
work hard to keep their bodies in shape, and they
are aware of this, and they’ve positioned themselves to
develop a deep understanding of battlefield con-
harness and direct the power the faithful can provide.
ditions and resource distribution.
They inspire hearts, soothe minds, and influence the
decisions of all who believe as they do. They serve as a
Recommended Aptitudes:
conduit between the occult and the mundane, messen-
• Athletics • Marksmanship • Tenacity
gers of otherworldly entities and prophets of their will.
DUELIST
The Clergy have long been the spiritual center, and in
Like other combatant Vocations, Duelists spend
some cases the moral compass, of civilization.
a huge portion of their lives training to reach the
apex of their capabilities. They study a variety of
Recommended Aptitudes:
melee weapons, learning not only to wield them
• Academics (Theology) • Psychology • Research
effectively, but also to defend against them when

52

they’re in the hands of an aggressor. They’ve de-
veloped their physiques, ensuring that they’re able
to keep the fight going as long as possible, and
they’ve worked to anticipate the maneuvers an
enemy might attempt.
Recommended Aptitudes:
• Athletics • Tenacity • Weaponry
EDUCATOR
One of the greatest gifts given to each generation
is the knowledge that has been accumulated by
previous ones. Equipped with these fundamental
building blocks, people have developed an im-
pressive array of know-how that has allowed us
to harness rivers, create vast cities, and even visit
the stars. Educators take it upon themselves to
be the fonts from which this information flows.
They’re dedicated to learning, storing, and distributing
knowledge to their communities.
Recommended Aptitudes:
• Academics (any) • Centering • Research
ENGINEER
Science has its researchers and medicine has its
doctors, but the art of engineering takes an entirely
different kind of expert. Fascinated with moving
parts and machinery, engineers push the bound-
aries of what can be created, from a hand-cranked
pencil sharpener to a satellite miles above the
atmosphere. Intimately familiar with machinery
and its operation, a skilled engineer can make the
most daunting task possible through the majesty
of invention.
Recommended Aptitudes:
• Mechanics • Science • Technology
HEALER
Arguably one of the most noble professions, a
Healer is an indispensable part of a functioning
society. These intensely dedicated people learn to
cure illnesses, reduce pain, and improve the overall
quality of life for members of their community. In
modern times, most Healers base their practice on
evidentiary findings and scientific research, but
there are still those who prefer a holistic method
that incorporates natural remedies to the exclusion
of invasive technological interventions.
THE MIDNIGHT WORLD
Recommended Aptitudes:
• Medicine • Nature • Technology
INVESTIGATOR
Since the dawn of civilization, there have always been
people driven by curiosity to the exclusion of all
else. These Investigators aren’t content to repeat the
routine patterns of daily living, instead hungering to
answer the mysteries that others would rather ignore.
They learn to seek answers in places others might
not think to look, using methods that mystify those
not trained in them. Frequently, Investigators end up
working with law enforcement agencies, but many of
them independently pursue more dangerous truths.
Recommended Aptitudes:
• Investigation• Larceny • Psychology
MARINER
The open ocean is the spring from which our civilization
feeds. This reservoir holds vast amounts of food and
rare elements required for new technology. It provides
lanes through which international trade can flow around
the globe. It even offers avenues of vicious approach by
conquering peoples, intent on the subjugation of nations.
None of this would be possible, though, if not for the
Mariners who have learned to navigate it safely. They’re
familiar with oceanic weather patterns, and they know
which places to avoid when traversing the seemingly
endless surface of the sea.
Recommended Aptitudes:
CHAPTER 2: CHARACTER CREATION
• Drive/Pilot • Nature • Navigation
MERCHANT
No matter how large or well-trained a country’s
military might be, or how advanced their tech,
when it comes right down to it there’s no resource
more precious than coin. Entire nations rise and
fall based on nothing more than fluctuations in
the perceived value of a handful of precious com-
modities. Merchants study these events and learn
how to exploit them for maximum personal gain.
They know how to position themselves at the right
place and time to buy at bargain prices so that they
can turn around and sell for exponential profit.
Recommended Aptitudes:
• Negotiation • Performance • Psychology
53
 THE MIDNIGHT WORLD

OCCULTIST
Humans have long been fascinated by the unseen
world. Whether it be an acceptance of superstition or a
certainty that things do, in fact, go bump in the night,
there have always been those willing to believe there is
more to our world than can be seen or proven. Often
shunned by the more studious in society, Occultists
remain faithful and stalwart, fighting the lonely fight
against the encroaching evils that lurk in the shadows.

Recommended Aptitudes:
• Language • Occult • Research

POLITICIAN
Civilization has often required those who assume
roles of leadership to represent the collective will of
the people. These leaders may take their positions
out of a sense of civic responsibility or out of a thirst
for power, but the end result is the same. Politicians
bear the burden of leadership, making policy and
campaigning for the privilege and responsibility of
determining the direction of their society.

Recommended Aptitudes:
• Centering • Negotiation • Performance

PUGILIST
Even the most deeply enshrined laws require a foun-
dation, and no law is more basic than that of the fist.
People with the Pugilist Vocation are at their very
best when they lack weapons or options other than
violence. They’ve trained extensively in various forms
CHAPTER 2: CHARACTER CREATION

of unarmed combat, and they are ready to take a fight

to the ground when they need to. They’ve conditioned
their bodies to withstand both the strain of a brawl
and the pain of its aftermath.

Recommended Aptitudes:
• Athletics • Hand-to-Hand • Tenacity

SCIENTIST
Scientists are among the most important minds of The
Midnight World. They dedicate themselves to developing
in-depth understanding of the natural parts of physical
existence, and in so doing frequently gain critical insight
into the things that exist beyond the Veil. Characters with
the Scientist Vocation usually specialize their Science
Aptitude in their character’s specific discipline.

Recommended Aptitudes:
• Research • Science • Technology

54

SCOUNDREL
There will always be those who go against the grain.
The lost, forgotten, downtrodden, or neglected will
seek other means of prosperity if driven to that re-
course. In nearly every circumstance, society has failed
them in some way, and they take it upon themselves
to extract that which they feel is due. Laws are made
to be bent and broken if necessary, and few among
the criminal element care about who might get caught
in the crossfire.
Recommended Aptitudes:
• Athletics • Larceny • Performance
THRILL-SEEKER
Some people only feel truly alive when they’re staring
into the depthless face of death itself. They’re addicted
to adrenaline, constantly on the trail of the next big
hit. While many have perished in their search for the
ultimate thrill, others have been given great insight
into what humans may be capable of when the icy
hands of fear aren’t holding them down. Equipped
with this knowledge, Thrill-Seekers are able to push
themselves in ways that most other people find
abjectly terrifying.
Recommended Aptitudes:
• Athletics • Drive/Pilot • Navigation
VANQUISHER
Some less-than-savory elements of society know that
there are creatures and forces capable of far more
destruction than they. Sometimes it’s necessary to
fight fire with fire, and these individuals understand
that collateral damage does sometimes occur. But an
innocent life spent to destroy a vicious monster
might save hundreds more, and no great achieve-
ment can come without sacrifice. Vanquishers walk
the line between humanity and the supernatural,
taking care to remember on which side of that divide
they belong.
Recommended Aptitudes:
• Investigation • Occult • Weaponry
TRAUMA TRIGGERS
All of the Dread-Touched people of The Midnight
World have been deeply affected by terrible mem-
ories from their pasts. These events have come to
define them, with far-reaching consequences that
THE MIDNIGHT WORLD
influence every aspect of their daily lives. Almost
every decision they make is a subconscious attempt
to protect themselves from the damage the Beyond
has caused them.
There are times, though, that characters encounter
something that stirs these memories too intensely,
bringing them up from recesses of their uncon-
scious minds and to the unavoidable forefront.
These events are called Trauma Triggers, and they
function in The Midnight World a lot like they do
in real life.
When a character is exposed to their Trauma Trig-
ger, all the terrible memories they’ve hidden in the
recesses of their mind pour out and intrude on their
every thought. They become acutely anxious, terrified
on a primal level that those awful events are about
to repeat. Their hands shake and get slick with cold
sweat. Their thoughts become muddled, and they feel
like a chasm is opening beneath their feet.
Mechanically, these feelings are represented by the
instant and rapid accumulation of Minutes on The
Midnight Clock. For each combat round in which
your character is exposed to their Trauma Trigger, they
gain 1 Minute. Outside of combat, you should add a
Minute anytime your character takes any action at all
that isn’t put toward escaping the Trigger’s presence.
By their very nature, Trauma Triggers deal with in-
tense themes. It is never appropriate to put a player in
CHAPTER 2: CHARACTER CREATION
harm’s way when using them, even though Triggers
are designed to cause harm to characters. Be certain
you use them responsibly.
CREATING TRAUMA TRIGGERS
Trauma Triggers, unlike most other mechanics in The
Midnight World, are unique to each character. Instead
of providing a definitive list, we encourage players to
create their own. Trauma Triggers are a huge part of
your character’s story, so it’s important to follow these
guidelines while crafting them.
• Trauma Triggers are not funny—ever.
They bring up painful memories of events that have
come to define your character for years. They should
never be used for comic relief.
• Trauma Triggers are only a mechanic in a game.
It’s crucial that you remain sensitive to the very real
55
 THE MIDNIGHT WORLD
needs of the other people at your table. Remember
that your friends may, unbeknownst to you, suffer
memories of events similar to those you’re building
into your character. Situations that could easily be
actual triggers for other players, such as sexual as-
sault, explicit racist language, or graphic depictions
of abuse, are best avoided.
• We don’t advise you to keep your character’s
Trauma Triggers secret from other players.
While their characters probably won’t know about
them, there’s no reason that the players at your table
can’t discuss them all out of character before play
begins. This conversation is the best way to ensure
that you aren’t setting yourself up to cause another
player accidental harm down the road.
• If another player expresses discomfort with your
character’s Trauma Trigger, don’t try to defend it.
Don’t dismiss another player’s concern. Just change
the Trigger to something else. Never endanger other
players in pursuit of a good time.
• It may be tempting to experiment with your own
real-life triggers in the relative safety of your weekly
gaming group.
Keep in mind that sometimes even thinking too hard
about these things can cost you more emotional re-
sources than you realize. We don’t recommend risking
it, but if you do, remember to check in with yourself
often. Don’t be afraid to bow out, take a breather, and
return to the table later with a different character.
CHAPTER 2: CHARACTER CREATION
• Try to keep your Trauma Triggers
relatively general.
If your character dreads “the back room behind the
bar at the dive down the street from my first college
apartment,” then it’s very unlikely they’ll encounter
their Trigger in play. This circumstance might be great
for your character, but it’s bad for the flow of the game,
and you won’t really get a lot of entertainment out
of it. Instead, try to pick out specific details that may
call that memory to your mind, such as “flickering
fluorescent lights,” or “the smell of mold,” or “cracked
gray concrete walls.”
• Likewise, don’t make your Trauma Triggers
too broad.
If your character is constantly at 10 Minutes because
every possible scene the Director describes includes
their Trigger, you’re going to end up causing a lot of
irritation at the table. Besides, a character that en-
56
counters their Trigger every few minutes isn’t likely to
be playable for long. If your character is traumatized
while walking through a forest, don’t record their
Trigger as “trees.” Instead, consider “the scent of pine
needles,” or “finding myself off the beaten trail,” or
“the mournful call of the whippoorwill.”
There are several sample Trauma Triggers already
included in the Memory Fragment Tables earlier in
this chapter. As with everything in this book, these
are only suggestions. Feel free to alter or replace them
with Triggers that are more suitable to the character
you want to play. Make sure to consult your Direc-
tor before adding your creations to your character’s
sheet, as they are best able to tell you what might be
inappropriate for the story they’ve put together.
SOLACE TRIGGERS
Just as your character finds some events horrible and
overwhelming, they have learned to take comfort in
others. These Solace Triggers are supports your char-
acter has cultivated over time as a means of mental
self-defense. They have become touchstones, critical
means by which to de-escalate anxiety and prevent
further trauma.
Most of the time, if your character can indulge in
a Solace Trigger for a few minutes, they can halt
the dizzying spiral of panic and shield themselves
from permanent damage to their mental well-being.
These comforts put their feet back on something
resembling solid ground and help them prepare to
face the night again.
Whenever a character spends at least 10 minutes
actively engaged in their Solace Trigger, you may
immediately remove 1 Minute from their Midnight
Clock. Once you have done so, make a Solace check
by rolling only the Distress dice that your character
has accumulated. Each die that results in a 4 removes
an additional Minute from their Midnight Clock.
You may make a Solace check for each additional 10
minutes period that your character spends occupied
with their Solace Trigger.
Note that your Minutes cannot be reduced below
1, and Solace Triggers are unable to roll the Hour
Hand back, no matter how successful your check
may have been.
 THE MIDNIGHT WORLD

CREATING SOLACE TRIGGER

Like Trauma Triggers, Solace Triggers are intended to

be unique to your character. This book doesn’t provide
an absolute list of them, but instead offers a handful
of examples that you may either choose to use, or
base your own creations on. Try to keep the following
guidelines in mind while creating your Solace Triggers.

• If at all possible, attempt to align your character’s

Solace Triggers with something that you, yourself
take comfort in.
This choice can help immerse you in the game, but it
can also help you relieve some stress out of character
when things are getting hot.

• Try not to make your Solace Trigger too

general.
Doing so will mean that you aren’t really getting the
best out of what The Midnight Clock can do for the
story. Instead of choosing “Music” for instance, try
something like “listening to smooth jazz,” or “playing
guitar,” or “singing showtunes.”

• Don’t make your Solace Trigger too specific

either.
If the only thing that calms your character is “Natalie
Dessay’s 1993 performance of Strauss’s Frühlingss-
timmen Walzer in A flat,” then they’re going to be an
incoherent wreck by about the third session, when they
can’t find that exact rendition. Instead, try “listening to
opera,” or “composing piano sonatas,” or “performing

CHAPTER 2: CHARACTER CREATION

in front of friends.”

There are several example Solace Triggers already listed

in the Memory Fragment Tables. If none of these appeal
to you, you can create your own using the guidelines
above. Make sure to consult your Director, though,
so that you don’t end up choosing something that will
be impossible to find during play.

PRIVILEGES AND
CHALLENGES
Even in the direst of circumstances, nearly everyone
possesses some innate advantage that helps them
make it through the crises that arise in their lives.
Likewise, most people encounter certain road-
blocks—inhibiting factors that are peculiar to their
own personal situations. These Privileges and Chal-

57
 THE MIDNIGHT WORLD
lenges make every character unique, often heavily
influencing the ways that they go about solving
everyday problems.
Except in a couple of very specific cases, every charac-
ter in The Midnight World starts play with one Priv-
ilege and one Challenge. These qualities can never be
added or removed with Advancement Points; they’re
too ingrained in a character’s very makeup. However,
there are some rare situations that might alter them
during play, at the discretion of the Director. They
should only occur very infrequently. Changing some-
thing this fundamental to a person is a shocking, and
often traumatizing, experience.
PRIVILEGES
BELIEVER
When confronted by the power of the Beyonders, most
people find that their minds will almost involuntarily
seek to explain away the things they’ve seen. Even
those who have previously witnessed such spectacles
succumb to this phenomenon, as the human mind
just isn’t built to accept such breaches in reality. Your
character, though, reflexively and unconditionally
believes what they see.
It costs your character less effort to alter reality using
Dread Manifestations. Hour 1 Manifestations do not
add a full Minute to your Midnight Clock, instead
adding only 6 Seconds. Hour 3, 5, 7, 9, and 11 Man-
ifestations all add 1 Minute fewer than their listed
CHAPTER 2: CHARACTER CREATION
descriptions. You may not select this Privilege and
the Challenge “Skeptic.”
BRAVADO
Something about the way your character presents
themself to others makes people more likely to comply
with their wishes. They carry themselves in a manner
that indicates competence and confidence, traits that
usually signal capability. The people around your
character are more likely to give in to their wishes,
whether through cajoling, convincing, or bullying.
Whenever you’re making a skill check attempting to
persuade or intimidate others, you may upgrade your
Attribute dice to d8s. As with similar Privileges, your
character doesn’t need to have an applicable Aptitude,
but if they do, their entire pool upgrades.
58
CHAMELEON
They say that the sincerest form of flattery is im-
itation. Your character rarely intends any sort of
compliment, though. They have a knack for imper-
sonation, and they are able to easily pick out and
replicate subtle features of another person’s face,
voice, and body language. While this trait allows
them to readily mimic someone’s speech and move-
ment patterns, they’re also able to create masterful
disguises when they have the proper resources.
Anytime your character makes a skill check to im-
personate, mimic, or disguise themselves as someone
else, you may upgrade your Attribute dice to d8s. As
with other, similar Privileges, your character doesn’t
need an applicable Aptitude, but having one allows
them to upgrade their skill dice (and thus their entire
pool) as well.
CHARMED LIFE
Your character has never suffered the normal setbacks
that beset almost everyone else. While the average resi-
dents of The Midnight World must struggle to overcome
the disadvantages they’ve developed throughout their
lives, you’ve somehow managed to avoid them.
During character creation, you do not need to
choose a Challenge. You may still end up acquiring
them through play, either by being the victim of
Dread powers or through significant life events
that may change your character’s circumstances.
You cannot choose this Privilege if you have the
Challenge Under-Privilieged.
COMFORT JUNKIE
It’s critical for the people of The Midnight World
to develop some means of effective self-care. Your
character has taken that practice to heart and has
expanded their own ability to cope. They’ve learned
to rely on a small arsenal of relaxation tactics to keep
themselves calm.
At character creation, choose a second Solace Trigger
for your character. This new Solace Trigger behaves
precisely like the first, but you are not able to double
the effectiveness of a Solace check by engaging in
both simultaneously.
CUNNING
The world is full of suckers, and anyone who isn’t on
the take is probably one of them. Your character has

a natural talent when it comes to lies. They’re able
to sniff them out more easily than most people, but
when they’re in a pinch they can easily turn that skill
around and spin falsehoods with the best.
Anytime you are asked to make a skill check to con-
vincingly tell a lie, you may upgrade your Attribute
dice to d8s. This benefit also applies anytime your
character tries to determine if someone else is being
honest. No applicable Aptitude is needed, but having
one upgrades your skill dice (and thus the entire
pool) as well.
It’s worth noting that Cunning doesn’t provide a
flawless means by which to determine if someone
is lying to you. Instead, it helps you read the subtle
body signals that most people unconsciously make
when being dishonest.
DREADBANE
The servants of the Dread Beings fear your charac-
ter. Perhaps a prophecy foretold of their coming, or
they are destined to fell an ancient evil. For whatever
reason, though, the servants of the Beyond recoil
from them and will only approach if they have no
other choice.
Anytime the Director must choose a target for a
Servitor, Egregor, or Chimera, your character is ig-
nored unless they present a clear threat. Otherwise,
the creatures will do everything they can to avoid
interacting with you at all, including attempting to
escape your presence altogether if they must. This
Privilege doesn’t make your character totally immune
to attack, of course. If you back an Egregore into a
corner, it will happily go through you to make its escape.
Note that this Privilege does nothing to protect you
from Dread Beings themselves, and paradoxically may
draw their interest. You may not select this Privilege
if your character has the Challenge Twilight Beacon.
EASILY CONSOLABLE
Your character is uniquely sensitive to psychological
de-escalation mechanisms. They have studied the art
of self-awareness and are able to quickly determine
and indulge their own needs. When in the presence of
something comforting, they know how to internalize
the feelings in the most efficient way.
Whenever your character makes a Solace check, they
may remove 2 Minutes for every 4 rolled, instead
THE MIDNIGHT WORLD
of the normal 1. You may not choose this Privilege
if your character suffers the Anhedonic Challenge.
HARDY
Your character is simply built of tougher stuff than
the people around them. It may be because of their
genetics, or perhaps because of intense and prolonged
physical conditioning. Whatever the reason, though,
weapons or attacks that would normally maim anyone
else are noticeably less effective against them.
Normally, weapon qualities trigger any time an attack
nets 6 or more damage against a target. However,
characters with this Privilege do not trigger them
until they have suffered at least 7 damage from a
single attack.
HEROIC RESOLVE
Sometimes, you have no choice but to face your
worst fear head-on. Characters with this Privilege
have learned to accept this unfortunate fact, and
they have steeled themselves against the trauma that
such an exposure can create. They still can’t hold out
forever; eventually even the most stalwart walls crum-
ble. They’re able to stand longer than most, though,
through sheer force of will.
Once per session, your character may ignore exposure
to their Trauma Trigger for a single scene. During this
scene, your character doesn’t add Minutes to their
Midnight Clock for being near this Trigger. They are
still ill at ease, though, and will attempt to remove
CHAPTER 2: CHARACTER CREATION
themselves from the situation as soon as is feasible.
If your character has multiple Trauma Triggers, such
as through the Traumatized Challenge, and they’re
exposed to both Triggers simultaneously, they may
only ignore one.
JACK-OF-ALL-TRADES
Characters with this Privilege have sacrificed mastery
in any one field for basic competence in a dizzying
array of others. They’re unable to develop specialized
expertise, but they’ve traded that potential for a limited
understanding of multiple disciplines.
During character creation, you may choose one
additional Aptitude. Thereafter, any time you pur-
chase Aptitudes with Advancement Points, you may
choose two for every 1 point spent. Your character’s
wide range of interest has a drawback however, as
they do not choose Specializations during char-
59
 THE MIDNIGHT WORLD

acter creation, and can never purchase them with

Advancement Points.

You may not select this Privilege if your character

also has the Challenge “Untrained.”

LEGENDARY
Your character has the potential to become almost
supernaturally proficient at something. They still
require training to achieve this greatness, but
they tend to find that the most difficult lessons
are simple enough to them. No matter how bad
things might get, they never lose their basic ability
to function.

At character creation, choose an Attribute or Skill, and

add an additional rank to it. Powers or circumstances
that would normally deprive your character of this
Attribute or Skill can never reduce your rank below
2. Finally, when spending Advancement Points, you
may choose to improve this Attribute or Skill beyond
the normal limit, up to 6 ranks.

LUCKY
Whether blessed by providence or born under a cer-
tain sign, your character finds that they enjoy generally
good luck. It’s rare that any substantial misfortune
befalls them, and they frequently find themselves in
just the right place at the best possible time.

Once per game session, you may forego a non-combat

skill check and simply claim a phenomenal success
CHAPTER 2: CHARACTER CREATION

instead. Further, whenever the Director needs to

assign some beneficial effect to a random member of
your group, your character is usually chosen.

OPTIMISTIC
Your character has always been able to ward off
the oppressive influence of Dread with the power
of positive thinking. They see a way out of even
the most desperate of situations, allowing them
to maintain their resolve in the face of daunting
challenges. No matter how bad things may be, your
character faces adversity with a smile.

Once per scene, you may choose to ignore all accu-

mulated Distress dice for a single skill check. This
Privilege can be used in any scenario, including
combat, and it doesn’t require an action.

60

PHOTOGRAPHIC MEMORY
Your character has a phenomenal mind for recall.
They’re able to remember minute details of an
event for years after it happens. While they do
forget things from time to time, their memory is
so acute that it seems almost paranormal to others.
Anytime your character needs to recall an import-
ant detail they personally observed, no skill check
is needed. They simply remember the information.
Further, once per game session, you may make
an Acumen and Wit [Investigation] check to see
if your character remembers a piece of obscure
information from the character’s past that might
be critical to their current situation.
PRODIGY
Characters with the Prodigy Privilege have a calling
in life and have been lucky enough to find themselves
serving it as they mature. They have what some might
call the “knack” when it comes to this subject, and
everything they do relating to it seems to come with
relative ease. They almost never fail tasks directly
related to their talent and they often achieve startling
feats of success.
During creation, choose a single Aptitude on your
character’s sheet and add a free Specialization to it.
Afterwards, whenever your character’s Midnight
Clock hits an even Hour, you may add an addition-
al Specialization to this Aptitude for free, without
needing to spend an Advancement Point to do so.
RUGGED
Characters with the Rugged Privilege are especially
resistant to physical punishment. Through either
genetics or conditioning, they’ve developed a hardy
physique and a nearly supernatural ability to shrug
off injuries that would kill normal people.
Your character begins play with 16 Health instead of
the standard 12.
SHARP SENSE
One of your character’s senses is sharper than average.
They may have especially keen sight or hearing, or
perhaps they have a refined palate that allows them
to pick out specific ingredients in a meal. In any case,
they are able to perceive their surroundings more
acutely than others.
THE MIDNIGHT WORLD
At character creation, choose one of your character’s
senses. Anytime your character makes a skill check
using that sense, you may upgrade your Attribute dice
to d8s. If your character has an applicable Aptitude,
their entire dice pool upgrades. At the Director’s dis-
cretion, certain effects can complicate this Privilege,
such as loud noises or bright flashes of light.
STRONG-WILLED
Your character enjoys a cultivated intransigence when
it comes to safeguarding their own freedom of will.
They aren’t easily steered away from their intended
course by circumstance or even by supernatural pow-
er, and their mind is locked up tight against intrusion.
Anytime your character needs to make a skill check
to resist a Compulsion or mental command, they may
upgrade their Attribute dice to d8s. They may do this
even if they don’t have an applicable Aptitude, but if
they do, their entire dice pool upgrades.
UNFLAPPABLE
While most people are highly vulnerable to the dark-
ness of The Midnight World, your character is built
of something altogether tougher. They are resistant
to the relentless tick of the Clock, and even exposure
to their own worst fears is less effective against them.
Anytime your character is exposed to their Trauma
Trigger, or to any other stimuli that would cause
them to gain Minutes on their Midnight Clock,
they do so at half the normal rate. For each Minute
CHAPTER 2: CHARACTER CREATION
that they would normally gain, they instead add
only 6 Seconds.
Minutes gained through expenditure of Seconds or
through usage of Manifestations cannot be mitigat-
ed in this way. You may not choose this Privilege
if your character suffers the Anxious Challenge.
WEALTHY
Either through the accident of birth or through ruth-
less business practices, characters with this Privilege
have acquired substantial financial resources. They
rarely want for life’s luxuries, and have access to
higher-grade equipment, items, and services than
the average person can acquire. Sometimes it seems
like life is just a bit easier for them.
Your character has access to a large pool of liquid
cash and a collection of material goods, including
cars, homes, boats, and other luxuries. Subject to
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the Director’s discretion, anytime your character
needs money or a mundane item, you may simply
claim that they already have it in their possession.
Your Director may also decide that your character
is able to purchase rarer items on occasion, such as
Dread Artifacts.
CHALLENGES
ABILITY IMPAIRMENT
Your character suffers some impairment. The specific
nature of the malady can be anything from physical
damage caused by a past injury to a mental or emo-
tional affliction that negatively affected their early
development. In any case, your character is simply
unable to perform some of the basic tasks taken for
granted by others.
Choose a single Attribute affected by this Challenge.
The character enters play with this Attribute at rank 1,
and it can never be improved unless this Challenge is
removed using a Dread Manifestation or some other
method approved by the Director.
ADDICTED
Your character has become hopelessly addicted to
something, be it a substance, situation, or even a
person. This addiction likely started as a means of
solace, but it has now become something more sin-
ister. Instead of relieving anxiety and tension by its
presence, the item now causes significant distress in
CHAPTER 2: CHARACTER CREATION
its absence.
During character creation, you should choose some-
thing that your character is addicted to. This choice
can be nearly anything, but it shouldn’t be something
so common that the character will never need to worry
about its absence. If they are unable or unwilling to
indulge their addiction, they gain 2 Minutes for every
hour in game that they do not partake.
Note that this Challenge will often mean that your
character suffers the Intoxicated Condition. For more
information on Conditions, check Chapter 3.
ANHEDONIC
Characters with this Challenge have difficulty experi-
encing happiness and anticipation. They may or may
not seem outwardly sad to the people around them,
62
but internally there is very little that excites them.
Even things that once comforted them or brought
them joy seem distant and bland now.
When your character indulges in their Solace Trig-
ger, they don’t immediately remove a Minute like
other characters. Instead, they make a Solace check
as normal, but they halve the results, rounding up.
Even characters with this Challenge still remove a
minimum of 1 Minute when engaging their Solace
Trigger. You may not choose this Challenge if your
character has the Easily Consolable Privilege.
This Challenge does not affect the removal of Minutes
by other means, such as Dread Manifestations.
ANXIOUS
Anxious characters are vastly more susceptible to
distress than the average person. Even the smallest
stressor can lead them into a self-destructive spiral
that threatens to consume them entirely. They tend
to fixate on things that worry them, and their minds
rapidly concoct a dizzying multitude of scenarios
reinforcing their worst fear.
Anytime your character is exposed to their Trauma
Trigger, or to any other stimuli that would cause them
to gain Minutes on their Midnight Clock, they do so
at twice the normal rate. For each Minute that they
would normally gain, they instead add 2.
Minutes gained through expenditure of Seconds or
through usage of Manifestations do not double. You
may not choose this Challenge if your character has
the Unflappable Privilege.
AUTHORITY-AVERSE
Your character cannot stand being told what to do.
In fact, they rankle at the notion that anyone has
any sort of authority over them. They didn’t survive
the terrible things that have happened to them by
following someone else’s instructions, and they damn
well aren’t going to trust anyone who tries to lord over
them now.
In any scenario in which your character must
follow commands, whether by Compulsion or
choice, they must immediately add 2 Minutes to
their Midnight Clock.

BAD MAGNET
When something bad is going to happen to someone,
it happens to your character. They have found them-
selves the victim of more than one supposedly random
act of violence, and anytime an A/C unit falls from
the fifth floor of a nearby building, it’s going to land
on their new car. This Challenge is worse than simple
bad luck; your character actively attracts misfortune.
In any situation where the Director needs to assign
an ill effect to a random target, they simply choose
your character instead. Likewise, creatures that your
group engages in combat are likely to attack your
character unless they have a compelling reason to
target someone else, and when the Director needs
someone to be the victim of financial hackers, it’s
going to be your character, every time.
CURSED
Characters with this Challenge suffer some metaphys-
ical injury—a stain on their existence that mars every
moment of their lives. Machines fail at exactly the
worst possible moment, ledges crumble beneath their
feet, and items seemingly spring off shelves near their
carefully chosen hiding places, crashing to the floor
and revealing them to creatures hunting for a snack.
Characters with this Challenge permanently suffer
the Entropic Condition. For more information on
this Condition, check Chapter 3.
DELUSIONAL
Your character sometimes finds it difficult to separate
between reality and their own intrusive thoughts.
This Challenge may manifest as paranoia, auditory
hallucinations, or any number of other intensely
uncomfortable personal symptoms. They are easily
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distracted, and they often find their beliefs at odds
with the real world.
During character creation, choose a persistent and
unshakable delusion for your character. Perhaps they
believe that the government is tapping all their lis-
tening devices or that others can hear their thoughts.
Instead, their delusion may be less paranoid, and
they may believe that they’re secretly a Dread Being
themselves. Whatever you decide, work with your
Director to ensure that it’s appropriate to the narrative.
When you are challenged on this delusion, you must
either respond explosively in defense of your belief
or gain 2 Minutes.
DIMINUTIVE
Your character is physically tiny, either in height,
build, or possibly both. Due to their small size, they
just don’t have the physical capabilities of other people.
They aren’t particularly strong, and even dedicated
training can’t overcome their limitations.
Characters with this Challenge may never raise their
Strength Attribute beyond rank 3, as their physical
frame simply cannot support the musculature required
for higher ranks.
DREAD JUNKIE
Most Dread-Touched denizens of The Midnight World
spend their whole lives desperately seeking to avoid
a repeat encounter with darkness. But while these
people may eventually find it impossible to evade
subsequent run-ins, your character actively seeks
CHAPTER 2: CHARACTER CREATION
them out. Far from being horrified by their initial
experience, they were exhilarated by it, and will do
anything they can to feel so alive again.
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Anytime your character catches even a hint that
anything connected to a Dread Being may be nearby,
they are compelled to drop everything else and try
to find it. For obvious reasons, this Challenge can be
extremely dangerous to the group, and it is usually
best that the character be subtle about their intentions.
You can find more information about Compulsions
under the Conditions heading in Chapter 3.
DRUDGE
Your character believes (possibly accurately) that they
have been anointed as a servant by a Dread Being. They
are convinced that they can hear the Beyonder’s terrible
call, and they strive to fulfill its wishes wherever they are
able. They are compelled to obey their master’s bidding
at nearly all costs.
A character with this Challenge should discuss it with
the Director so that they can design a set of require-
ments that best fits the story they are trying to tell.
Once in play, the Director will occasionally order the
character to complete a task that fits the established lines.
The character is compelled to complete the task to the
best of their ability. You can find more information
about Compulsions under the Conditions heading
in Chapter 3.
IMPAIRED SENSE
One or more of your character’s senses are severely
inhibited. They may be blind, deaf, or even incapable
of feeling touch, but no matter what senses are affected,
CHAPTER 2: CHARACTER CREATION
they are effectively incapable of utilizing that mode of
perception. There are, in some cases, corrective devices
that can help mitigate this Challenge, but even those
aren’t always available.
Choose one of your character’s five basic senses. Any-
time that corrective devices, such as hearing aids or
glasses, are not available, your character automatically
catastrophically fails any perception checks based
on that sense. While you may choose this Challenge
and the Sharp Sense Privilege, you must choose two
different senses to apply them to.
PAINLESS
Your character is physically incapable of sensing pain of
any kind. Far from the boon this might initially appear,
this Challenge can cause significant harm in certain cir-
cumstances. Because they have difficulty assessing when
or how badly they’ve been injured, Painless characters
often worsen their condition by continuing to expose
64
themselves to a source of damage long past the moment
that it has become potentially lethal.
During play, players of characters with this Challenge
are never allowed to know how much Health remains
on their sheet, or how much damage they have taken.
Instead, the Director takes over responsibility for
tracking this information. It is important to note
that this Challenge applies even if the player doesn’t
know their character is being hurt, such as when they
are standing on exposed nails.
In cases such as these, Directors should allow the char-
acter other means by which to notice that something
has happened to them, such as pools of blood appearing
beneath their feet or spreading across their clothing.
PERFECTIONIST
Your character cannot stomach anything short of
perfection in their efforts. They obsess over the most
trivial details, refusing to accept failure or even modest
success when they know they can do better. At times
this behavior can become hugely detrimental, as they
compulsively restart the same task again and again
in pursuit of perfection.
Any time you make a non-combat skill check that
has a relevant Specialization, your character refuses
to accept any outcome other than a phenomenal
success. On any other result, the character gains a
Compulsion to redo this check until they meet the
required degree of success.
You can find more information about Compulsions
under the Conditions heading in Chapter 3.
SKEPTIC
Your foolhardy character refuses to believe in anything
they can’t explain scientifically. Even when directly
confronted with evidence of divine or mystical power,
they simply aren’t able to shake the idea that it’s all
some intricate trick. They struggle to reconcile their
beliefs with their own growing power, making it more
difficult for them to exploit reality for their own ends.
Whenever your character activates a Dread Man-
ifestation, they must add an additional Minute to
their Midnight Clock. A character may not have this
Challenge if they have the Privilege Believer.

SOCIALLY ANXIOUS
Try as they might, your character simply cannot fathom
interpersonal communication on any meaningful scale.
Perhaps they struggle to say the right words or to prop-
erly modulate their tone. They may even have difficulty
understanding how close is too close to stand to someone
while speaking.
Anytime your character achieves less than a common
success on a social skill check, they gain 2 Minutes as
they desperately second-guess what they must have
done wrong.
TRAUMATIZED
Your character’s brush with the Beyond isn’t the only
trauma that has come to define them. At some point
in their life, they were subjected to one or more other
horrific events that have become ingrained just as deeply
into their psyche. While all the Touched have some kind
of psychological breaking point, your character is even
more vulnerable.
At character creation, choose a second Trauma Trigger.
This second trigger behaves exactly as the first for the
purposes of gaining Minutes. If your character is ever
subjected to both triggers simultaneously, they gain
Minutes normally from both, effectively “stacking”
the effect.
TWILIGHT BEACON
For reasons that even they likely don’t understand,
things from beyond the Veil are keenly attracted
to your character’s presence. They constantly find
themselves subject to attention from curious entities
or affected by artifact energy left from spells crafted
by the things Outside. Beyond mere inconvenience,
of course, this Challenge makes it incredibly difficult
to hide from the monsters in the dark.
Anytime your character is near a blemish in the
Twilight Veil, the things that come out of it end up
swirling around them. Servitors tend to assume that
your character is part of their mission, and Egregoroi
pay them more attention than your character would
otherwise prefer. If a Dread Being happens to be peer-
ing through one of these tears when your character is
nearby, they attract the Beyonder’s immediate notice.
In addition, anytime your character attempts to hide
from a Servitor, Egregoroi, Chimera, or Dread Being,
they may not apply Aptitudes. A character may not
have this Challenge and the Privilege “Dreadbane.”
THE MIDNIGHT WORLD
UNDER-PRIVILEGED
Your character wasn’t born with the leg up that oth-
er people seem to have. While it seems like almost
everyone else has some natural inclination or social
connection that offers them an advantage in everyday
life, your character has never been so fortunate.
During character creation, you may not choose a
Privilege for your character. In certain situations,
your character may still acquire Privileges throughout
play at the Director’s discretion. Characters with the
Charmed Life Privilege cannot choose this Challenge.
UNMOTIVATED
Your character has difficulty mustering the energy
to accomplish complicated tasks. While they don’t
generally struggle with the repetitive duties of day-
to-day life, they’re unwilling or unable to focus their
efforts in situations where they really need an extra
internal push.
Whenever you gain Seconds to add dice, make re-
rolls, or purchase hits, add an additional 2 Seconds.
Characters with this Challenge may go above the
normal cap of 6 Seconds per turn, and can instead
add up to 8 Seconds.
UNTRAINED
Your character was either rushed through their voca-
tional training, or the lessons they learned there just
didn’t stick. They tend to struggle with the nuances
of their profession, and it seems like they’re always
CHAPTER 2: CHARACTER CREATION
behind the curve when it comes to picking up new
tasks. They aren’t incompetent, exactly, but there’s
a critical component of their role that they’ve just
never learned.
Your character begins play with only two Aptitudes,
as opposed to the normal four. If you are using Char-
acter Creation Methods I or II, simply select one of
the Aptitudes listed with your Vocation and remove
it from your sheet. If you are using Method III, only
choose two Aptitudes when you create your character.
You may eventually purchase these missing Aptitudes
with Advancement Points, but your character may
never have more than four.
Your character may not possess both this Challenge
and the Privilege “Jack-of-all-Trades.”
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 THE MIDNIGHT WORLD

VECTOR
Your character is a repository of some gruesome ill-
ness. Even if they never show any outward signs of the
disease, they are nonetheless capable of spreading it
to others if they’re not very careful. Sharing drinking
sources, kissing, or even holding hands might con-
ceivably transmit the malady, and the character has
likely seen people they cared about fall ill from it before.

Starting at character creation, your character is inflicted

with the Diseased Condition. Choose the two affected
Attributes and how the disease is communicated. During
play, any other characters that come into contact with
the chosen form of exposure must make a check using
their Resilience and Toughness [Tenacity]. In the case
that they score a complicated success, the character
contracts the disease (and subsequently, the Diseased
Condition). Characters who catastrophically fail the
check also become a host to the illness themselves and
must add the Vector Challenge to their sheets.

Even if a character is cured of the symptoms of their

disease, they are still capable of spreading it, as long as
they have the Vector Challenge. For more information
on the Diseased Condition, check the Conditions section
in Chapter 3.

WOUNDED

Your character’s traumatic memory isn’t the only horrible

thing that has happened in their past. At some point,
CHAPTER 2: CHARACTER CREATION

they also sustained a terrible physical injury that has

left them with substantial and ongoing disadvantage.

At character creation, choose a wound from the Wound

Table in Chapter 3 and record it on your sheet. This
wound can only be removed through supernatural
means, such as the usage of a Dread Manifestation.

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EXAMPLE OF CHARACTER CREATION METHOD 1

Anie has decided to randomly generate her character. All she needs is a d20, the Memory Fragment Table, the
Archetypes and Vocations lists, and her sheet.

She starts by rolling the d20; its result is 5. She compares that number to the first memory fragment, “Once…,”
and sees that 5 corresponds to “…when I first moved out.” She also sees that the following Core and Second-
ary Attributes are listed beside her result: Acumen (Acu) 3, Charisma (Cha) 1, Strength (Str) 2, Coordination
(Coord) 3, Intuition (Int) 2, and Resilience (Res) 1. She records all of these items on her sheet and rolls again.

Her second roll results in 1, and she records the memory fragment “…I found myself walking alone in the woods
at night.” She also records her character’s Solace Trigger, “a familiar scent.”

Anie’s third roll is 17. She moves to the next section of the table and writes down the information listed there.
She rolls three more times, and generates 4, 18, and 6.

After writing down all of the information provided by the Memory Fragment Tables, Anie looks up the Ar-
chetype and Vocation that she generated, and records the Skills and the three Aptitudes listed under them. To
better hone her character, she chooses a fourth Aptitude from the Aptitude list.

Anie’s Archetype grants her the Hour 1 Dread Manifestation: Soothe. She writes that ability down under the
Dread Manifestations section of her character sheet.

Her character’s Privilege, Jack-of-all-Trades, allows her to add an additional Aptitude, but she can’t have Special-
izations. This circumstance is a bit of a bummer for her, since she was thinking her character might be a highly
skilled helicopter pilot. She considers asking her Director to allow her to select a different Privilege, but in the
end, she decides to stick with the Privilege the charts gave her, selecting Navigation as her additional Aptitude.
With this selection, her character can still be a fairly decent helicopter pilot, even if they aren’t the hot shot she

CHAPTER 2: CHARACTER CREATION

originally envisioned.

Because she really enjoys writing backstories, Anie cleans up her memory a bit, and adds a couple of flourishes
to it, as follows:

“Once, when my family first moved out here, I found myself alone during a long walk through the forest near my
house. I know it’s crazy, but I swear I saw a terrible creature…a gelatinous abomination. As it oozed through the
thick foliage towards me, I could see its last victim’s bones slowly being digested inside the translucent body. I totally
panicked…the only thing I could do was squeeze my eyes shut tight and hope that the thing would be gone when I
opened them again. Suddenly, I heard a voice speaking in an urgent, pleading tone. I couldn’t understand the lan-
guage, but I could tell the speaker was frightened. I opened my eyes to discover that the beast itself was speaking…to
me! Before I could recover from my shock, the creature just fell apart, dissolving into a shower of bizarre geometric
shapes. Ever since then, I’ve sought out ever-more-terrifying experiences, just hoping that I can find something that
makes me feel that alive again.”

Anie shows the character to her Director to ensure that it fits with the story, and receiving an affirmative answer,
she’s done!

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THE MIDNIGHT WORLD
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EXAMPLE OF CHARACTER CREATION METHOD 2

Arik wants to play a very specific concept: a former Force Recon Marine who has taken it upon himself to
hunt Dread Beings’ servants and collect their hides. He glances through the mechanical benefits of each
Memory Fragment and sees potential there to complete his concept.

From the “Once…” table, he chooses option 11: “…during Basic Training.” Not only does this fragment
work really well with his story, but it also provides him with some pretty meaty physical Attributes: Acumen
(Acu) 1, Charisma (Cha) 2, Strength (Str) 3, Coordination (Coord) 3, Intuition (Int) 1, Resilience (Res) 2.

He moves to the next table, “I found myself…,” and chooses option 11 again: “…alone on the shore, looking
out at the dark sea.” He likes the idea that his character is a bit of a loner who uses whiskey to cope with
a lifetime of terrible memories. Arik continues through the Memory Fragment Table, choosing the traits
that he thinks best fit his character concept. Once he has recorded it all, he looks up his Archetype and
Vocation, and records the Skills and Aptitudes they grant. He doesn’t really like the Dread Manifestation
listed under his Archetype, so he switches out Coronal Flash for the Hour 1 Manifestation: Frostbite, from
the Molecular Mastery theme (see Chapter 4). Finally, he chooses one more Aptitude and a Specialization
to make his character feel the way he wants it to.

That’s it! His sheet is finished, and his character is ready to kick some ass and drink some Scotch. His
character has ended up with the Privilege Legendary, which allows him to put an extra point into an
Attribute. He has chosen to make his character extremely well-coordinated, as this will affect checks he
makes to use firearms later.

CHAPTER 2: CHARACTER CREATION

Arik is somewhat less interested in fleshing out his backstory than Anie, so he records his character’s
memory more or less exactly as it is outlined by the Memory Fragment Table.

“Once, when I was in boot camp, I found myself alone on the beach staring out into the dark ocean at night.
I swear I saw an onyx-skinned horror, standing nearly 10 feet tall, bearing razor-sharp claws and teeth. All
I could do was slowly sit down in the sand and cover my eyes with my hands. I was too terrified to even try
to save myself. The thing stopped and stared at me curiously for a moment, then exploded into a huge black
cloud. I couldn’t help but breathe some of it in. Ever since then, I’ve sworn to make it my mission to hunt these
things down and rid the earth of them. If I don’t do it, no one else will.”

Arik shares his memory with the table, and everyone thinks that it’s pretty scary, but also pretty cool. He’s
ready to enter play.

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EXAMPLE OF CHARACTER CREATION METHOD 3

Andrew wants to really dig deep into The Midnight World’s system and make a detailed character. He knows this
process will take a while, but it’s worth it to him. He starts by assigning Core Attributes. He wants to play a socialite,
so he prioritizes the Attributes that will help him the most when his character interacts with others. He chooses
Charisma and Resilience as his rank 3 Attributes, and Acumen and Intuition as his rank 2 Attributes. He rates the
remaining Attributes at 1.

Next, he moves to Skills. Since he’s making a custom character, Andrew doesn’t need to select an Archetype. For his
two rank 3 Skills, he chooses Empathy and Manipulation. A socialite is unlikely to crack under pressure, so he chooses
Composure as one of his rank 2 Skills. He completes his Skills by assigning them the way he thinks would work best
for his character, as shown on the sample sheet.

When he moves down to Aptitudes and Specializations, he notices that the Politician Vocation matches his intended
build pretty well. He isn’t required to use one of the listed Vocations, but he certainly can. He assigns his Aptitudes
based on the Politician Vocation. He then chooses a single Specialization to modify one of his four Aptitudes.

Andrew really wants to maximize his capabilities as a grand manipulator, so for his Privilege he selects Prodigy, which
allows him to add a Specialization in Negotiation. He chooses “Political Haggling.”

For his Challenge, Andrew thinks that it might be fun to play a character that’s a bit more fragile than he typically
prefers. He chooses Traumatized, meaning that he will have to build two Trauma Triggers instead of one. For his first
Trauma Trigger, Andrew decides to gowith Loud, Unexpected Noises. His character is a frequent target for would-
be assassins, and he can’t seem to let his guard down. For his second Trauma Trigger, Andrew decides that Having
Reason to Doubt a Comrade’s True Identity will be particularly anxiety-producing. He has a reason for this choice,
and he’ll include it when he constructs his character’s memory in a few moments.

Andrew considers what may comfort this character, and he decides on Being the Center of Attention. Sure, this Solace
Trigger is a bit on the nose, but it shouldn’t be too difficult to make sure the character has opportunities to indulge in it.

Finally, Andrew reads through the Hour 1 Dread Manifestations. He looks at the memory he’s drafting and decides

CHAPTER 2: CHARACTER CREATION

that his character will always fear that the people closest to him have been infected with Dread Power. He chooses
Dusk Sight to ensure that he won’t be tricked again.

To put the finishing touches on his character, Andrew needs to create his memory. To do so, he decides to follow
the same basic structure used in the Memory Fragment Table. His memory should have at least six sentences that
ultimately describe the when, where, what, and aftermath of his run-in with Dread.

“Once, when I was on the campaign trail in some rural backwater, I found myself alone in a rundown motel room by
the highway. I felt cooped up, so I stepped outside for some air, and I swear I saw my campaign advisor, Jon. He was split
in half, viscera and bones exposed, and there was some disgusting insect-like creature controlling his body with terrible,
articulated limbs. All I could think to do was run to the manager’s office and beg him to call the police. But a few
seconds after I ran into the office, Jon came in behind me, fully reformed as if nothing had happened. He shared a
knowing look with the manager. I just tried to act like I hadn’t seen anything, and I went back to my room. Ever
since that night, I’ve dedicated my life to slowly but surely rooting out and cataloging the monsters in our midst.
Eventually, I’m going to expose them all to the world.”

Andrew’s character is done. When he shares his memory with other members of the group, Anie expresses
some discomfort. She says that she doesn’t want Andrew to change anything, but she’d like it if he’d be
careful with explicit descriptions of gore. He agrees, and the game moves forward.

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Mike’s ribs cracked under my fist. I don’t remember throwing that punch at all.

All I recall is Mike saying, “I’m sorry, I’m sorry,” over and over again in my doorway. Then something crunched and my hand was
in a fist and Mike was on the ground and his parents stared at me like I’d grown three heads and an extra set of hands.

Mike tried to breathe. And couldn’t. He laid there like a busted doll, eyes wide, mouth open, blinking hard and panting and
holding one hand over his chest like he might jump-start his lungs with some sudden electric-fingers burst.

“Mike?” His Mom looked down, knelt down next to him. Mike kept gasping. “Mike? Michael? Baby, are you okay?”

I still held my fingers in a fist.

The search party found me in the fields two days after things went black. I’d been soaking wet, covered in scrapes and scabs
and grime. Nonverbal, they told me later. As one said, “You looked like you’d seen Hell.” It took three days before I could talk
again, and the last thing I remembered was being stuck in the pipe as water and darkness rushed in.

I never told anyone about the voice in my head.

They all said it was a miracle. It had been. Just not the kind they thought it was.

Mike came to my house with his parents after I’d been cleaned up and checked out and released from the hospital to go home.

As I’d heard later, Mike escaped, waited in the rain for me to follow him, and finally ran off to fetch security guards. They’d sent
in guys with flashlights and rope once the water level dropped. I was gone. Wherever I came out, it wasn’t where we went in.
Mike got in a world of trouble. Got arrested, from what I heard. My survival got him mostly off the hook. Obviously, he felt bad
about the whole thing.

I wanted to feel bad about punching him in the chest. Standing there, over him, I couldn’t feel anything but a faint sting in my
knuckles and a deep cold everywhere else.

Mike’s dad looked like he might hit me himself.

Then Mike finally took a deep breath, wheezed, coughed a few times. “Ow,” he said. “Ow, that really fucking hurts.”

No one scolded him for using the F-word.

My mouth kept trying to apologize. Nothing came out.

It took several months and lots of therapy before I began using complete sentences again. My mind worked fine, but words got
lost in translation somewhere between where I thought about saying them and where my voice actually began.

“Now look, young lady…” Mike’s father finally found his voice.

“Not lady,” I replied. My own voice grated on the words.

“It’s…” Mike coughed again, wincing. “It’s cool, Dad. I deserved that.” His eyes glared like a wounded animal at me. His parents
helped him up as Mike stumbled over contrition. It was his fault, he said. “I’m just glad…” Mike looked for signs of his best
friend in my face. I don’t think he found me there. “…you’re not dead,” he finished.

We didn’t speak again for months.

Our parents, of course, forbade us from seeing each other again. We listened about as well as anyone listens to their parents
at that age. After many weeks of moving through the school halls like a ghost, an object of intense yet distant fascination, I found
myself at Mike’s locker between classes. “You okay?” I asked when he arrived.

“A few cracked ribs.”

“I’m sorry.”

“So am I.”

If this had been a movie, we might have hugged while a pop song tugged on the audience’s heartstrings. As it was, we walked off
toward class together, not talking, whispers from other kids trailing in our wake. Because I had more leeway to be late to class,
thanks to my “incident” and its effects on me, I guided Mike to Geometry and just said, “Later?” at the door.

He looked me over again. Nodded. “Yeah. Yeah, that’d be cool.”

It wasn’t cool, in hindsight. But we tried. That darkness hung between us both, swallowing everything we’d been before that day.

We kept up the old rituals. Backed each other when the rest of the world gave one or both of us shit. Listened to old records in
Mike’s parents’ house. The distance we kept from everybody else, though, was nothing compared to the distance ripped between
us by that day.

Our best friends drowned in that pipe, in the darkness. Someone else survived.

And neither Mike nor I knew how to reach across that gulf to find our friend again.
 THE MIDNIGHT WORLD
CHAPTER 3 : ADVANCED SYSTEMS
THE MIDNIGHT CLOCK
The Midnight World is more than just a game. It’s
a journey of exploration into the dark corners of
creation. You embark on this journey as one of the
Touched: a person who has encountered the horrible
realities of the multiverse and must either find a way
to cope with that knowledge or succumb to it.
This journey is represented by The Midnight Clock,
a visual depiction of the Touched’s naïve and futile
attempt to make some sense of the endless chaos
that is the multiverse. It tracks a character’s journey
through The Midnight World, determining how far
they’ve strayed from mundane knowledge into the
realm of Dread truth. To some, it is a gauge of their
growing power. To others, it is a terrible reminder of
how little time they have left.
To save Directors and players a headache of arith-
metic, all increments of The Midnight Clock are
calculated from 1 to 12. When the Second Hand
reaches 12, the Minute Hand ticks forward by 1.
When the Minute Hand reaches 12, the Hour Hand
also ticks forward by 1. In this case, the Minute
CHAPTER 3: ADVANCED SYSTEMS
hand also returns to 1, and all Distress dice are lost.
While Seconds are a resource that replenishes with
each new Minute, and Minutes can, in some cases,
be subtracted, there is no coming back from the tick
of an Hour. An Hour gained is an Hour lost. That is
the essence of The Midnight World. Try as we might,
even as we become capable of truly incredible feats,
we can never truly outpace the inevitable march of
the Clock.
In most cases, the Director will only allow your char-
acter’s Hour hand to advance by a certain amount
during each story. While progression remains at their
discretion, most Directors find that it’s best to limit
the Hour Hand to two ticks per episode. At first blush,
this limit appears to be a good thing; it means that
no situation is enough to take your character from
challenge to calamity in a single sitting.
76
Then again, it also represents a hard limit past which
your character can no longer function. Should you hit
the maximum number of Hours during an episode,
your character has no more Minutes to spend on
Dread Manifestations, and any new stimuli become
unbearable to them.
Until they have had time to reduce their Minute Hand,
either through Solace Triggers or other means, they
are emotionally brittle and might break under the
lightest strain.
For more information about this scenario, see the
heading “Keeping it Together” later in this Chapter.
THE SECOND HAND
The Second Hand tracks your character’s desperate
effort in the most dire of situations. By reaching within
themselves and pulling from their deepest well of
determination, they can perform when the odds are
stacked against them and everything seems hopeless.
Like the other hands of The Midnight Clock, the
Second Hand has twelve positions before it makes a
full rotation. At character creation, this Hand begins
at 1 o’clock, and moves forward 1 tick each time your
character spends a point of effort. Your character can-
not spend more than 6 Seconds per round. In most
cases, your character can spend Seconds at any point
during your turn, before or after seeing the results
of a roll. Generally, this encourages players to wait
until after they have seen how well they’ve done on
a check before resorting to using Seconds.
There is one exception to this rule, however. In the
case of a contested check, you must decide whether
to use Seconds before the check is made. This rule
ensures that the check is fair for both participants,
and it increases the tension of making such a decision.
Listed below are a few ways that Seconds can be used
during play, but as with most things in The Midnight
World, further uses are limited only by your imagi-
nation and your Director’s approval.

• Add 1 Second to reroll a single die that
didn’t roll a hit.
• Add 3 Seconds to add a single d8 to
your roll.
• Add 6 Seconds to remove all Distress dice
from a single roll.
Again, you can’t add more than 6 Seconds to
your character’s Midnight Clock per turn, except
in a handful of rare cases (such as those granted
by certain Challenges or Privileges). Likewise, if
a character has reached the maximum number
of Hours and Minutes allowed during an epi-
sode, they can’t add more than 11 Seconds total
to their Clock until they’ve reduced their Minutes.
When a character’s Second Hand hits 12, it resets to
1 and their Minute Hand advances.
THE MINUTE HAND
The Minute Hand of The Midnight Clock tracks the
level of Distress a character is experiencing, either
caused by some terrible display of otherworldly
horror, the metaphysical torment of using Dread
Manifestations, or by being exposed to their personal
Trauma Trigger. With each tick of the Minute Hand,
a character grows more anxious and uneasy.
Each time the Minute Hand strikes an even number,
your character obtains one Distress die (1d4), with a
maximum of 5 dice when the Minute Hand reaches 10.
Since the target number of any skill check is five, this
d4 cannot possibly roll a hit. These dice represent the
impairment of your character’s capability and mental
state by the growing dread within them. The forces of
The Midnight World are cruel and unforgiving, and
they weigh heavily on those who interact with them.
Minutes accrue in a number of ways, dependent
largely on the Director’s discretion. A few examples
include exposure to your character’s Trauma Trigger,
witnessing terrifying scenes of gore and destruction,
and using Dread Manifestations. Similarly, there
are several ways that the Minute Hand may tick
backwards, such as by indulging your character’s
Solace Trigger, having certain Dread Manifestations
used on them, or by having your character spend an
extended time between episodes far removed from
sources of anxiety.
THE MIDNIGHT WORLD
While Minutes gained through exposure to horror
or triggers can sometimes be managed using powers,
Privileges, or other means, nothing can prevent the
Minute Hand from ticking forward when a character
invokes a Dread Manifestation. The act of shredding
the natural order is too traumatic, even for the most
well-versed Touched. Once the Minute Hand ticks
to 12, it returns to 1. You remove all Distress dice,
and the Hour Hand advances.
In the case that a character has already reached the
maximum allowable Hour for an Episode, the Minute
Hand simply hangs at 11. The character cannot use
Dread Manifestations or spend Seconds if it would
result in moving up to 12 Seconds or beyond. Ad-
ditionally, whenever the character would normally
add Minutes due to a Trauma Trigger, contact with a
Dread entity, or any other scenario, they must instead
make a Keeping it Together Check. More information
about this check can be found later in this chapter.
THE HOUR HAND
With each tick of the Hour Hand, a character gains
dizzying new insight into the nature of the multiverse.
This knowledge allows them to become incrementally
more powerful, unlocking a deeper understanding
of their own precarious position in this reality and
forcing them to manifest new and ever-more-terrible
abilities to alter it at their whim.
Each new Hour represents more than just power
that has been acquired, though. The horrific truths
CHAPTER 3: ADVANCED SYSTEMS
at the center of creation are ultimately impossible to
reconcile within the limited scope of human under-
standing. As a character grows increasingly deific,
they necessarily begin to drift further away from the
humanity that has both limited and moored them.
The Hour Hand is the ultimate representation of
your character’s journey. You begin play at 1 o’clock,
progressing all the way to Midnight. When the clock
strikes Midnight, however, the show is over. Usually,
the character is no longer playable. In some cases, the
character simply dies, immolated in an instant by an
agonizing flash of Dread energy that their pathetic
mortal body is incapable of containing. For others,
though, a much worse fate is in store.
At the Director’s discretion, characters that hit Mid-
night may briefly transcend both their corporal forms
and any sense of morality that drove them in their
77
 THE MIDNIGHT WORLD
normal lives. For 30 seconds (or three full combat
rounds), these characters transform into ghastly
Chimerae, twisted avatars of the Dread Being that has
influenced them. During this time, the Director issues
a list of two or three Compulsions that the character
must follow, regardless of any consequences. These
beasts will tear through enemies and lovers alike
to fulfill their grisly mission, emboldened by an
arsenal of deadly new powers and abilities.
Should the character survive this awful experience,
they will find the channels that once fueled their
otherworldly prowess burned to a cinder. Their Hour
Hand, Minute Hand, and Second Hand immediately
reset to 1, never to move again. They lose all accu-
mulated Advancement Points and Dread Manifes-
tations, and no matter what they may try, they will
never be able to unlock them again. For all intents
and purposes, they become shells of their former
selves—impotent, mundane humans that will be
forever haunted by the unconscionable things they
have done.
For more information on Chimerae, see Chapter
7 under the heading “On-Demand Antagonists.”
CHARACTER ADVANCEMENT
The Midnight World is unlike most other tabletop
roleplaying game (TTRPG) systems in that characters
don’t receive experience points for completion of par-
ticular goals or story segments. Instead, a character’s
advancement is tied inextricably to their progression
CHAPTER 3: ADVANCED SYSTEMS
away from humanity and towards doom.
Each time the Hour Hand of a character’s Midnight
Clock ticks forward, they gain a deeper understanding
of themselves and the bizarre depths of the multiverse.
This knowledge confers substantial benefits, including
a more comprehensive grasp of their own abilities and
awe-inspiring powers that can remake the very fabric
of reality.
Every time a character’s Hour Hand hits an even-num-
bered Hour, they receive a number of Advancement
Points equal to that number. For instance, a character
at Hour 4 gains 4 points, and a character who has just
hit their 6th Hour will gain 6 points. You can spend
these points on a one-for-one basis to increase your
character’s Attributes and Skills, or to purchase new
Aptitudes and Specializations.
78
At every odd-numbered Hour, the character instead
receives a new Dread Manifestation. They can choose
this Manifestation from any theme, and from any
Hour at or below their current one. Dread Manifes-
tations are listed by theme in Chapter 4.
RESOLVING SKILL CHECKS
In most cases, the actions that a player wants their
character to perform happen without any sort of
mechanical resolution necessary. When undertaking
the normal activities of daily life, such as walking
across the street, opening a car door, or retrieving
an important document from the office, there’s no
reason to muddy the story with constant dice rolls.
There are times, however, when your character will
wish to perform a task that isn’t a guaranteed success.
Even though they may be very skilled at that particular
pursuit, it still requires substantial effort and carries
the risk of failure. In these cases, the Director will
usually ask you to perform a skill check.
Skill checks are dice rolls that allow a mechanical
means by which to determine success or failure.
Depending on the results of this roll, you should be
able to define your character’s degree of success, or
how well they managed to fulfill their intended goal.
The Midnight World uses the Pendulum Roleplaying
System, which is explained in detail below.
ATTRIBUTE DICE, SKILL DICE, AND
THE DICE POOL
Just like in many games that utilize a dice-per-dot system,
The Midnight World combines two of your character’s
statistics to create a dice pool. Whenever a skill check is
needed, the Director will determine which Attribute and
Skill most accurately represent performing the action.
For each rank a character has in both categories, they
add 1d6 to their dice pool.
However, The Midnight World differs from similar
games in that Attributes and Skills are not necessarily
weighted equally. Whenever a Touched character has
an Aptitude that is relevant to the check being made,
they upgrade the d6s granted by their Skill to d8s.
Outside of specific Privileges and Dread Manifesta-
tions, Attribute dice can’t be upgraded.

In this way, Attributes represent a Touched’s innate
talents, and Skills represent a range of accumulated
knowledge that can become more potent when the
character has spent time perfecting it.
DISTRESS DICE
Distress dice are one of the key mechanics of The
Midnight World. They exist to replicate the feeling
of creeping tension—that all-too-familiar cycle in
which anxiety leads a person to perform poorly,
and poor performance makes them more anxious.
Each time a character’s Minute Hand reaches an
even number, add 1d4 to all checks that they make.
If a character currently has 4 Minutes, for instance,
they have 2d4 Distress dice. A character with 6
Minutes has 3d4 Distress dice, and someone with
9 Minutes will be rolling 4d4 on all checks.
Anytime a rolled Distress die results in a 1, it can-
cels out a single hit rolled on any other die in the
check. It is possible to cancel all of the hits rolled
EXAMPLE: USING
ADVANCEMENT POINTS
Kalem’s character has undergone a harrowing experi-
ence this evening, and the terror of it has forced him
to consider the deeper structures of creation. As he
advances from Hour 7 to Hour 8, Kalem’s character
gains both a more complex understanding of reality
and 8 Advancement Points.
Kalem can choose to use these points to increase his
Attributes or Skills, or to purchase new Aptitudes or
Specializations. He begins by allocating 5 points towards
his Attributes and Skills. Throughout the Series, Kalem
has noticed that his character is a liability in combat. To
counter that, he adds 2 points to his character’s Strength,
and 3 points to his character’s Toughness.
Using the remaining three points, Kalem adds the Ap-
titude Weaponry, and the Specialization Broadswords
so that his character can wield the impressive Dread
Artifact his team just found. Kalem isn’t sure how to
spend his final Advancement Point, so he banks it for
future use. He may spend it at any time he wishes, as
long as the Director approves.
THE MIDNIGHT WORLD
on a check in this way, and in some cases, there may
even be more 1s rolled on Distress dice than there
are hits rolled altogether. In this case, everything
has gone awry and something awful happens.
While there are a few exceptions, notably those
caused by certain Dread Manifestations, usually
the maximum number of Distress dice a character
can have is 5d4.
TARGET NUMBER AND HITS
Once the Director determines the dice pool and
you roll the skill check, determine your character’s
success using the number of hits that have come
up on the dice. For a die to be considered a hit, it
must result in a 5 or higher. This target number
doesn’t change; no matter what Aptitudes or powers
are used, the target number in The Midnight World
is always 5.
To determine your character’s degree of success, first
count the number of hits that have come up on the
dice. Then, subtract the number of 1s that appear
on Distress dice. The resulting number is the check’s
net hits.
DEGREES OF SUCCESS
Usually, players really want their characters to succeed
at the tasks they attempt. It can feel very frustrating
when a night of poor rolls completely guts your
character’s concept and makes them seem useless at
CHAPTER 3: ADVANCED SYSTEMS
the one thing they’re best built to do.
For that reason, skill checks in The Midnight World
generally only require a single net hit to be considered
successful. If your character is attempting to pick a
lock for instance, and you roll even one net hit on
your Coordination and Reaction [Larceny] check,
your character has managed to open the lock.
However, success is almost never a cut-and-dry ex-
perience. Your character may open the lock but break
it, making it impossible to hide that they were there.
Instead, they may pop the latch so quickly and quietly
that they manage to slip inside before the patrolling
guards, which they don’t know about, can spot them.
Your character’s degree of success determines these
secondary effects. Check the sidebar later in this chapter
for descriptions of the degrees, along with examples that
clarify how they work.
79
 THE MIDNIGHT WORLD

CONTESTED CHECKS
In The Midnight World, obstacles can include much
more than razor wire atop a fence. Sometimes a
Touched character will need to test their skills against
another sentient entity, be that a mundane person,
an Egregore, or another of the Touched.
Contested checks operate on the same success system
as outlined above, with one major difference. The
player’s roll is followed by a relevant defensive roll
by the target of their action.
ASSISTED CHECKS
At times, several characters involved in a scene will
be in position to work together to accomplish a task.
In these situations, the cooperating characters can
make an assisted skill check, combining their many
hands in the hope of making the work a bit lighter
and the outcome more favorable. To make an assisted
skill check, first choose the character whose player
will actually be rolling the dice. This player uses the
character’s full dice pool, including their Attribute,
Skill, and any applicable Specialization.
Each extra participant may then add up to 6 Seconds
apiece to add additional d8s to the check, at a cost
of 3 seconds per die. If there are three characters
assisting the check, for instance, and each takes the
full 6 Seconds, the character making the check may
add an additional 6d8 to their dice pool.
CHAPTER 3: ADVANCED SYSTEMS
RECOMMENDED DICE POOLS
In many places in this book, descriptions list the At-
tribute and Skill recommended for particular skill
checks. It’s important to note, though, that these are only
recommendations; it’s ultimately the Director’s call to
determine how best to construct a dice pool.
For example, shooting a target with a handgun would
typically require a character to make a skill check us-
ing Coordination and Composure [Marksmanship].
However, the character may not be relying on their
steady hand in a given circumstance, instead hoping to
react instinctively to hit any target that might suddenly
appear. In this case, the Director might require that
the check be made using Coordination and Vigilance
[Marksmanship].
Similarly, the Aptitudes listed in brackets with each
recommended dice pool are subject to the Director’s
discretion. For instance, in the example listed above, the
character may not be trying to harm the target, instead
trying to force it into a more advantageous position on
the field. In this case, it would be within the Director’s
purview to allow the Tactics Aptitude to apply instead
of Marksmanship.
table want to pursue it, there’s nothing stopping them.

Assisted skill checks may not be used in combat. However, it’s important to remember that PvP content
wasn’t our focus when we created the delicate balance
PLAYER VERSUS PLAYER (PVP) between Dread Manifestations and Cult Perks.

As you read through this book, you may notice what

seems to be one glaring omission. Apart from this
COMBAT
short paragraph, this book does not include any in-
It’s a disheartening truth of The Midnight World that
formation about how to adapt the rules for conflict
some conflicts can’t be resolved with words alone. There
between player-characters. There’s a reason for that.
are times, no matter the intentions of the characters on
While the designers of The Midnight World don’t
either side, that an argument can’t be settled by who
presume to tell any group how to play this game, we
might be right…but only by who happens to be left
have deliberately avoided designs that encourage PvP
when it’s all over.
content. This game prioritizes collaborative fiction—a
place where groups of friends gather to fight monsters
In these unfortunate scenarios, the following set of rules
and protect each other. The feelings that PvP tends to
ensures that the scene flows fairly and efficiently towards
produce are contrary to our central philosophies that
its outcome. Anyone with experience in TTRPGs can
we agreed upon when we set out to make this game.
tell you that the biggest way to kill a session’s mood
This focus certainly doesn’t mean that conflict between
is by having a one-sided or overly time-consuming
characters is impossible, of course. If the players at the
combat scene.

80
 THE MIDNIGHT WORLD

Use the following systems to ensure that, while the

characters may suffer from the chaos of combat, the
players and Director can move things along with a EXAMPLE OF A CONTESTED
sense of order.
CHECK
COMBAT TIME
Raven needs to convince a bouncer at a bar that
she should be let in. She may attempt to seduce that
Anyone who’s ever been in a fight can tell you that
bouncer to get her team inside. In this case, the roll
your perception of time does some strange things
is contested. Raven’s player makes a check using her
when fists or bullets start buzzing past your head.
Charisma and Manipulation [Negotiation] against
Adrenaline spikes your heart rate, your pupils dilate,
her opponent’s Resilience and Wit [Negotiation].
and for just a few minutes, time seems to slow way
Once both characters have made their checks and
down. It’s a good thing, too, because you have a much
counted their net hits, they simply compare them.
higher chance of making it out alive if you’re able to
Raven’s degree of success is decided by the difference.
plan out your actions ahead of time.
Her opponent scores 3 net hits, and she scores 4.
Raven has one hit remaining, and has achieved a
In The Midnight World, this phenomenon also exists,
Common Success.
and it changes the temporal flow. Outside of life-
or-death situations, scenes generally happen in real
time. While investigating a lead or talking among
At the beginning of a combat scene, each player should
each other, the characters in the game usually pass
make a check using their character’s Intuition and
the time minute-by-minute right along with their
Vigilance. Aptitudes available for this check might
players. In a combat scene, however, it makes more
include Marksmanship, Weaponry, Hand-to-Hand,
sense to break actions down into rounds to provide
Tactics, or any other Aptitude the Director rules is
a fair and structured description of events.
viable in the situation.
A single combat round begins when the first char-
Once they have performed the check, players report
acter in the initiative order takes their action, and
the number of net hits they’ve achieved to the Di-
it ends when the last character in the order takes
rector. The Director will also make an Intuition and
theirs. One combat round may take several minutes
Vigilance check for any non-player characters (NPCs)
of the players’ time, depending on the number of
that will be participating in the scene. This check can
characters in the scene, but in game, each combat
either be done once for all NPCs (meaning that every
round always lasts exactly 10 seconds. This rule
NPC will be taking their action at the same time in

CHAPTER 3: ADVANCED SYSTEMS

applies no matter how long a combat scene takes.
the initiative order), or once per NPC. The Director
A fight that has 10 participants and takes seven
records the initiative order, marking each character
rounds to complete might take a substantial amount
on the list from highest number of net hits to lowest.
of players’ time, but lasts for only 70 seconds from
the characters’ perspective.
If two or more characters roll the same number of
net hits on the initiative check, compare their rel-
To ensure that there isn’t too much incongruity
ative Intuition and Vigilance scores. The character
between the characters’ perception of time and the
with the higher number of points between these two
players’, it’s important that everyone be ready to de-
combined traits goes first. If they tie again on this
scribe their action and make their checks as soon as
comparison, the Director decides which character
it’s their turn in the initiative order.
takes their action first.
STEP 1: DETERMINE INITIATIVE ORDER
Note that rolling no net hits, or even a Catastrophic
Failure, doesn’t deprive a character of all of their ac-
The initiative order is a list the Director uses to track
tions for the scene. Instead, a character with no net
which character takes their action at what time. It’s
hits on the initiative check simply defaults to last place
essential for keeping the combat moving along and
on the list. A character with a Catastrophic Failure loses
making sure that every character on the board gets
their action for the first round of the combat scene, but
to do something in the scene.
returns to last place on the list for subsequent rounds.

81
 THE MIDNIGHT WORLD

DEGRESS OF SUCCESS IN ACTION

Example Scenario: Sean’s Character, “Blake,” is attempting to climb over a tall fence topped with concertina
wire. His Director requires that he make a Strength and Reaction [Athletics] roll to pull himself up and avoid
slipping.

CATASTROPHIC FAILURE
Roll: More 1s on Distress dice than hits on the check.

Result: The character has messed up in a big way. Not only did they fail to accomplish their goal, but
they’ve made things demonstrably worse.

Example Effect: Blake makes it nearly to the top, but he loses his grip and tumbles 12 feet into a bed of
triple-spooled C-wire. He is only lightly injured, but he is very much stuck, and his fall made a racket sure to
alert the guards.

COMPLICATED SUCCESS
Roll: No net hits.

Result: The character has managed to succeed at their task, but something has gone haywire in the at-
tempt. Even in solving this problem, they’ve introduced another.

Example Effect: Blake clears the fence, but somehow manages to cut himself pretty badly on the way down.
Not only does he take some damage, but now his blood is everywhere, and this is a bad place to leave your
blood laying around.

COMMON SUCCESS
Roll: Between 1 and 3 net hits.
CHAPTER 3: ADVANCED SYSTEMS

Result: The character has succeeded in their intended action with neither remarkable efficiency nor dam-
aging side effects.

Example Effect: Blake clears the fence cleanly, and he is in a good spot to make a run for it.

PHENOMENAL SUCCESS
Roll: 4 or more net hits.

Result: The character has performed perfectly. They have not only completely succeeded in their attempt,
but they have managed to make life easier for themself and their team down the road.

Example Effect: Blake effortlessly scales the fence, weaving in and out of the C-wire as if it isn’t even there.
While he’s on top of the fence, he’s able to disconnect a section of the wire, which falls away quietly. His entire
team can now cross safely.

82

STEP 2: DECLARE INTENDED ACTION
Once the Director records the initiative order, the
next step is for each participant in the scene to
describe the action they intend their characters
to take. There are a couple of different ways to do
this, depending on what feels right to the Director
and players. The most common method is to start
at the top of the initiative order and have each
player involved describe their character’s action
and immediately roll to resolve it. This method is
the simplest to use, and it allows for each round
to be resolved as quickly as possible.
STEP 3: ROLL TO RESOLVE ACTIONS
The next step in a combat scene involves resolving
each character’s intended action using an appropriate
skill check. There are several types of actions that
can be performed in a combat round. Most of the
time, though, characters will choose to attack one
another using fists or weapons. Sometimes there are
also sophisticated mental attacks fueled by Dread
Manifestations. The rules for those powers are listed
under their descriptions in Chapter 4.
For mundane attacks, there are several Skills that the
Director may permit to be used in the check, depend-
ing on the method the character is attempting to use
to inflict damage.
ATTACKING WITH A MELEE WEAPON
Any hand-held object that one character might swing
at another’s head is categorized as a melee weap-
on. The Weaponry Aptitude covers these tools, and
whenever a character wishes to make an attack with
one, they typically make a check using Strength and
Toughness [Weaponry].
UNARMED COMBAT
Not every character in The Midnight World is profi-
cient with melee weapons. Even if they are, sometimes
their sword is out of reach when a fight kicks off. Any
character who wishes to attack while unarmed typ-
ically makes a Toughness and Strength check using
the Hand-to-Hand Aptitude.
ATTACKING FROM RANGE
Most of the time, it’s best to stay as far away from a
combative opponent as possible and deliver punish-
ment from range. There are many different types of
weapons that allow an attacker to do this, and they
THE MIDNIGHT WORLD
are all represented by the Marksmanship Aptitude.
To have their character use a ranged weapon, the
player typically makes a check with Composure and
Coordination [Marksmanship].
DODGING AND PARRYING
Any time a character is targeted with a physical at-
tack, they have a chance to avoid damage altogether
by making a dodge or parry check. To dodge, the
player typically rolls the character’s Coordination
and Reaction [Athletics] and compares the results
to the attacker’s roll. Each hit on a dodge check
subtracts 1 hit from the attack check. If there are
more hits on the dodge check than on the attack
check, the character gets out of the way completely
and avoids being hurt.
Parry checks are similar, except that character uses a
melee weapon or unarmed strike to bat an incoming
blow away. To parry, players typically roll their char-
acter’s Strength and Reaction with Hand-to-Hand
or Weaponry as an Aptitude. As with dodge checks,
each hit reduces the attacker’s number of hits by 1.
If you score more net hits than your attacker, you’ve
managed to escape the blow. Parrying can only be
attempted to thwart melee or hand-to-hand attacks;
your fencing saber simply isn’t capable of deflecting
shotgun blasts.
Whenever the target of an attack uses one of these
defensive actions, the number of hits remaining on
the attack check after comparison becomes the attack’s
net hits. This number is important when calculating
CHAPTER 3: ADVANCED SYSTEMS
damage values.
Note that an attack doesn’t need any net hits to suc-
ceed. If the outcome of comparing a dodge/parry
check and an attack check is zero net hits, the attacker
has struck the target, and may apply their weapon’s
base damage.
STEP 4: APPLY ACTION OUTCOMES
Once an action has been resolved and its results
calculated, record those results on the affected char-
acter’s sheet.
DEALING DAMAGE
To calculate an attack’s damage, simply add the
attack check’s net hits to the damage value of the
weapon being used. For instance, if your charac-
ter is using an AR-15 (Damage Value 4), and you
83
 THE MIDNIGHT WORLD

have two hits remaining after your opponent rolls

their dodge check, you deal a total of 6 damage.

In most cases, damage dealt during combat is poten-

tially lethal. Bullets open huge bleeding wounds, and
axes hack off limbs. However, the character dealing the
damage may decide that it is their intent to subdue a
target instead of killing it. If this is the case, you only
need to declare that intention to the Director. Note,
however, that the Director may decide that the weap-
on they’re using precludes this possibility; you aren’t
going to knock anyone out with 12-gauge buckshot.

ARMOR
To apply the effects of armor, subtract its value from
any incoming damage. If your character takes 5
damage from an Egregore’s claws, for example, but
they are wearing a kevlar vest (Armor Value 2), you’d
only record the loss of 3 Health.

WEAPON QUALITIES
Some weapon qualities require that a specific damage
threshold be met before they apply. In these cases,
only count damage that the target actually suffers;
damage reduced by their armor doesn’t trigger a
weapon’s Quality.

RUNNING OUT OF HEALTH

There is nothing more disheartening for a player
than losing a character they’ve poured their heart
into because of a few bad dice rolls. Furthermore, a
player-character’s (PC’s) death can have devastating
effects on the collaborative story being told. For
CHAPTER 3: ADVANCED SYSTEMS

these reasons, a PC can usually only be killed in The

Midnight World when the player consents to it.

When a character falls to zero health levels, they aren’t

killed outright. Instead, they may choose between the
following three options.

• Brush With Death

If the player selects this option, their character is
out of play for the remainder of the combat scene.
Once the scene resolves, they return to conscious-
ness with 1 Health, and the player must make a
check on the Wound Table found at the end of
this chapter. The Wound they gain is permanent,
and it can only be removed by using Dread Man-
ifestations or through special circumstances at
the Director’s discretion. If all of the characters
in a party are reduced to zero Health, and they all
choose a Brush With Death, the Director should

84

never have the NPCs take a coup de grace. Instead,
their opponent simply assumes they’re done for
and leaves them to die.
• Dread Intervention
When they focus on it, the Touched can always
hear the faint whispers of the things behind the
curtain. When they approach the threshold of
death, though, those voices become insistent
and clamorous. When a player requests a Dread
Intervention, their character returns to the combat
immediately and with full health—one of the Be-
yonders has taken a personal stake in their success.
Compensation is, of course, required for such a
gift. The Director and the player should work to-
gether to establish the debt the character now owes
and how it might be repaid. Once this decision is
made, the character suffers the Compelled Condi-
tion until they have repaid what they owe.
• Fight the Dread
Finally, some players may decide that their character’s
demise is good for the story. In that case, the Director
should allow the player to describe their character’s
heroic self-sacrifice. Even though it ends poorly for
them, their courage in the face of certain death in-
spires the rest of the group. Everyone else at the table
may reset their Minute Hand to 1, and thus remove
any Distress dice they’ve accumulated.
STEP 5: RETURN TO TOP OF INITIATIVE ORDER
Once all the characters in the scene have taken their
actions, the round is over. Ten seconds have passed for
them. To begin the next round, just return to the begin-
ning of the initiative order and start over. Continue this
cycle until, one way or another, the combat is resolved.
WEAPON QUALITIES
In the heat of combat, weapons of any kind function
as a force multiplier. They’re designed to inflict dev-
astating injuries that quickly remove opponents from
the field. Apart from the damage they deal, though,
some weapons also have Qualities that add additional
utility to their strikes. Not all weapons need to have
a Weapon Quality, while some rare items have more
than one. The Qualities and weapons listed below are
examples, and a Director can give weapons Qualities
not listed here.
THE MIDNIGHT WORLD
OPTIONAL INITIATIVE
METHOD
Some tables may prefer a more realistic, in-depth
method to declare actions. These groups may opt to
start at the bottom of the initiative order and have
each player describe their intended action without
resolving anything. Once the group has gotten to the
top of the order, the player with the highest initiative
score describes their action, and then resolves it.
Subsequently, each player down the initiative order
resolves the action they described earlier.
This method allows faster characters, the ones who
have the edge in combat, to understand and react to
the slower characters’ intended actions. This process
may take a bit longer, but it can also add an edge of
lethal realism to the scene. As a way to speed this
process up, the Director can ask the players to go
ahead and make the skill checks for their intended
actions, and hold off on declaring their results until
they are called on.
Occasionally a player who has announced their
intention using this method might find that their
action is no longer valid once their turn comes up.
In this case, the Director can permit them to shift
that same action to another target, or even declare
that the action is wasted.
CHAPTER 3: ADVANCED SYSTEMS
AUTOMATIC
Some ranged weapons can cycle repeatedly with each
pull of the trigger. These weapons have the Automatic
Quality, and they can put out a phenomenal amount
of punishment in a very short period. Whenever you
make an attack check with an Automatic weapon,
reroll your net hits. Any additional hits you roll add
to your damage.
CONCEALABLE
The most dangerous weapon is usually the one your
opponent doesn’t realize you have. Your character can
hide weapons with the Concealable Quality easily
under clothes or in handbags, making them difficult
to spot to those with an untrained eye. A weapon
with this Quality is assumed to be hidden at any
time, unless the player explicitly states that their
character has drawn it. Characters can potentially
85
 THE MIDNIGHT WORLD
spot these weapons with a successful skill check
using their Intuition and Vigilance [Investigation]
against the wielder’s Coordination and Manipula-
tion [Larceny].
GRIEVOUS
Grievous weapons are brutal things meant to cause
injuries that are as horrifying as they are painful. If
a weapon with this Quality scores 6 or more damage
in a single blow, the victim gains two Distress dice
that cannot be removed until the injury has been
treated or healed. These Distress dice don’t function
quite like others. First, they are not tied to Minutes.
No matter where the victim’s Minute Hand sits, these
dice apply. Because of this penalty, a character suffer-
ing a Grievous Wound can exceed the normal limit
of 5 Distress dice. Likewise, a character or creature
that does not have a Midnight Clock is still subject
to this Quality.
A Grievous Wound must be fully healed, meaning
that all damage it caused must be nullified, before
its associated Distress dice are removed. Once your
character accomplishes this requirement, remove
the dice.
INCENDIARY
Weapons with this Quality are either engulfed in
flames or made of a super-hot material like phos-
phorus. They can cause their victims to literally
combust, adding a lethal complication to your
opponent’s plan. Whenever a weapon with this
Quality hits a victim, it applies the Burning (1)
CHAPTER 3: ADVANCED SYSTEMS
Condition. This application does not stack; being
hit with an Incendiary weapon a second time won’t
cause a victim to take on Burning (2).
PENETRATING
Weapons with this Quality are coated with spe-
cial materials or designed at precise angles that
maximize their ability to punch through armor.
Whenever their damage applies, they ignore three
levels of the victim’s armor value. For example,
targets with 4 Armor value are considered to have
only 1, and victims with armor of 3 or fewer take
damage as if they have none at all.
PRECISE
This Quality represents those weapons that are
designed to be as accurate as possible. In the right
hands, they’re able to deliver pinpoint strikes that
even the most skilled combatants are unprepared to
86
avoid. When making an attack check with a Precise
weapon, add 2 hits to every attack check rolled.
STAGGERING
Weapons with this Quality hit hard and transfer
a huge amount of kinetic force to their target.
Whenever a victim takes 6 or more damage in a
single blow from such a weapon, they fall to their
knees. Until the end of their next turn, they suffer
the Staggered Condition.
WOUNDING
Weapons with the Wounding Quality cause cata-
strophic, debilitating injury. Whenever one inflicts
6 or more damage in a single blow, the victim must
make a check on the Wound Table found at the end
of this chapter. Wounds gained in this fashion are
permanent, but can sometimes be removed through
applications of Dread Manifestations.
ARMOR QUALITIES
While weapons enhance your character’s ability
to remove opponents from a fight, armor ensures
that they can battle on for as long as possible. Ar-
mor in The Midnight World functions similarly
to weapons, in that each item has a Value and a
Quality. Anytime your character is injured during
combat, reduce the damage you receive by your
equipment’s Armor Value.
CEREMONIAL
Like the infamous musculata worn by Caesar in his
many statues, or the intricate red silk lamellar of
Genghis Khan, Ceremonial armor provides both
protection and an air of nobility. Simply by donning
it, the wearer seems more regal and commanding.
Whenever a character wearing armor with this
Quality makes a check using Charisma as the base
Attribute, they may add 2d6 to their dice pool.
DISCREET
Even in The Midnight World, most people don’t go
about their daily business wearing armor. Doing so
would attract rightful suspicion at the very least. Ar-
mor with the Discreet Quality is designed to be worn
underneath clothing to reduce its profile and conceal
its presence. Other characters might notice Discreet
armor with a successful Intuition and Vigilance [In-
vestigation] check against the wearer’s Coordination
and Manipulation [Larceny].

FIREPROOF
Fireproof armor is made of special materials that make
it highly resistant to combustion. It can’t prevent intense
heat from harming its wearer, such as when they’re the
victim of a Dread Manifestation like Solar Flare, but the
components of its construction prevent it from bursting
into flame. Characters wearing armor with this Quality
are immune to the Burning Condition.
IMPOSING
Armor with the Imposing Quality does more than
protect its wearer. It also makes them appear larger
or more frightening to their opponents, oozing the
impression that the wearer is even more ferocious
than they actually are. While your character is wearing
Imposing armor, add 2d8 to any skill check made to
intimidate an opponent.
INTRACTABLE
All armor lessens the impact of an enemy’s weapon,
but armor with the Intractable Quality provides even
more protection. By using a combination of minor
reactivity and spaced cells, Intractable armor can
prevent the worst damage such a weapon might cause.
Once per scene, when an enemy’s strike has triggered
their weapon’s Quality, your character may choose
to instantly gain 3 Seconds to ignore the Weapon
Quality effects. Your character still suffers the damage
of the attack, but its aftereffects are totally mitigated.
POWERED
Armor with the Powered Quality uses futuristic tech
like pneumatic actuators and lightweight alloys to
greatly enhance its wearer’s natural capabilities. While
many Powered armors are bulky exoskeletons, some
more modern examples include adaptive “second
skins” that are no more noticeable than a fine suit.
Whenever a character is wearing armor with the
Powered Quality, they may choose to add 2d6 to all
skill checks with Strength as the base Attribute.
REINFORCED
With the addition of dense composite plates or pad-
ding around vital organs, Reinforced armor allows
its wearer to maximize its protective capability. By
using their body to reposition the armor’s strike face,
a wearer can shield themselves against anticipated
blows.
Whenever your character takes damage in combat,
you may spend 3 Seconds to increase this item’s
Armor Value by 1 to better absorb the blow. Armor
THE MIDNIGHT WORLD
TAKING MULTIPLE ACTIONS
Some characters in The Midnight World are capable
of incredible feats of dexterity and speed. By ma-
nipulating static reality, they can move with such
awful quickness that often the human eye can’t even
track them.
It can be very tempting to reflect this quality during
combat scenes by allowing such characters to take
multiple actions per round. The problem with this
approach is that when there are several characters at
the table capable of taking two or three actions per
round, it takes substantially longer for the combat
to resolve.
In addition, those players whose characters lack such
powers can often feel ignored and may disengage
from the story as they await their chance to stand in
the spotlight for a few seconds while other players
are taking several minutes to resolve their many
actions during a round.
For this reason, this book doesn’t provide rules for
allowing multiple actions. While the Director is
certainly free to tweak the system however best fits
the group’s desires, remember that combat scenes
flow much more quickly and efficiently without the
complication created by giving characters more than
one action per round.
CHAPTER 3: ADVANCED SYSTEMS
with this Quality can exceed the normal maximum
of 6 Armor Value.
STALWART
Most armor is designed for the sole purpose of pro-
tecting its wearer, either by blocking or deflecting
incoming weapons. Stalwart armor takes this prin-
ciple a step further by bolstering its owner’s physical
structure. Whenever a character is wearing armor
with this Quality, add 4 additional Health to those
the character normally has (typically 12). Note that
Stalwart armor stacks with the Rugged Privilege,
meaning that a character with both has an astonish-
ing 20 Health.
87
 THE MIDNIGHT WORLD
ARTIFACTS
While most pieces of equipment in The Midnight
World are mundane in nature, there are some rare
relics infused with the bizarre power from the Beyond.
At first glance, these Artifacts appear similar to their
non-mystical counterparts. Artifact weapons, for
instance, have a Damage Value and set of Weapon
Qualities. Likewise, Artifact armor combines its Ar-
mor Value and Armor Qualities to create a specific
piece of protective gear.
What sets Artifacts apart is an additional set of
Dread Qualities applied to them. These traits are
far more potent than regular Qualities, allowing
an Artifact’s wielder to tap into awesome and real-
ity-bending lines of power. As such, Artifacts are
grossly supernatural and unmistakable as some-
thing otherworldly.
To make an item into an Artifact, choose a number
of Dread Qualities to apply to it based off of the item’s
power level. Minor Artifacts have a single Dread
Quality, Major Artifacts have two, and Esoteric Ar-
tifacts have three.
A selection of Dread Qualities can be found below,
but don’t feel limited by what’s in this book. If you
have an idea for a particularly cool Artifact, work
with your Director to create a Quality that best
fits it. Just remember that there are always conse-
quences for meddling with power from beyond the
Veil. The more unique and terrifying an Artifact is,
CHAPTER 3: ADVANCED SYSTEMS
the more likely it is that it will draw all the wrong
kinds of attention.
EXAMPLE WEAPONS
WEAPON DAMAGE VALUE
Assault Rifle
Battle Axe
Compound Bow
Grenade
Handgun
Hunting Rifle
Longsword
Machine Gun
Shotgun
88
DREAD QUALITIES
ABYSSAL
Weapons with this Quality directly channel the enor-
mous pressure of the deepest ocean. Any time an
attack results in 6 or more damage, the victim must
also make a skill check using their Strength and Co-
ordination [Athletics]. If they score a Complicated
Success, the incredible weight of the sea drives them
to their knees, causing them to suffer from the Re-
strained Condition until the end of their next turn.
If the victim scores a Catastrophic Failure, they also
begin to violently cough up seawater, subjecting them
to the Muffled and Dazed Conditions for the same
period of time.
ERUDITE
Objects with this Quality confer an infallible ability
to communicate across linguistic and cultural bar-
riers to their owners. Once per episode, the wielder
of such an Artifact may activate it by whispering an
arcane phrase known only to them. For the rest of
the scene, the owner can speak, comprehend, and
read any language, no matter how obscure it may be.
Further, the wielder gains an innate understanding
of the cultural norms of the people around them,
making it unlikely that they will unintentionally
offend anyone with whom they communicate.
HARROWING
Weapons with the Harrowing Quality bypass a vic-
tim’s corporeal form and injure their very essence.
Once per scene, if a weapon with this Quality causes
at least 6 damage in a single attack, the wielder may
choose to forego all damage dealt. Instead, the victim
gains 5d4 Distress dice that must be rolled on all skill
checks for the remainder of the scene. This Quality
QUALITY
3 Penetrating
4 Grevious
3 Precise
4 Incindiary, Staggering
2 Concealable
3 Precise
3 Wounding
3 Automatic
3 Staggering

EXAMPLE ARMOR
ARMOR ARMOR VALUE
Full Riot Gear
Kevlar Vest
Plate Carrier
Padded Clothing
Turnout Gear
Imperial Musculata
X-28 Combat Exosuit
Chain Shirt
Mechanized Loader
does not allow a target to go over the normal limit
of 5d4 Distress dice. Creatures without Midnight
Clocks are vulnerable to Harrowing.
IMPERVIOUS
Armor that has been imbued with this Dread Quality
is supernaturally reinforced against all sources of inju-
ry that may befall its wearer. Once per episode, when
the wearer is harmed, they may choose to activate the
Artifact with a thought. Until the end of their next
turn, the wearer negates all damage taken, regardless
of its source or type. The moment this effect ends,
the Artifact unleashes a wave of restorative energy,
restoring 4 Health for as many willing targets as the
wielder chooses, as long as they are within line of sight.
INDOMITABLE
Artifacts with this Quality sacrifice their own effec-
tiveness to other similar items in their vicinity. Once
per scene, the wielder can activate this quality as a
free action. Until the beginning of the user’s next
turn, reduce the Artifact’s value – either Damage or
Armor Value, as applicable to the item’s type – by half
(rounding up). Then, add the same number to the
value of items of the same kind. The owner may apply
this benefit to as many applicable items as they wish,
provided that they’re within about 20 feet.
For instance, a piece of Indomitable armor with
Armor Value 6 would be reduced to Armor Value
3. The user could then add those 3 points to the
Armor Values of everyone in their group. Likewise,
a sword with Damage Value 4 would function as if it
had Damage Value 2, and the wielder could add the
additional 2 points of Damage Value to the weapons
of all of their allies.
THE MIDNIGHT WORLD
QUALITY
3 Imposing
2 Discreet
4 Reinforced
1 Discreet
2 Fireproof
3 Ceremonial
4 Powered, Stalwart
2 Intractable
2 Powered
INFESTING
The Infesting Quality imbues a weapon with the
ability to inject swarms of microscopic vermin into a
victim’s bloodstream. Once per scene, when a weapon
with this Quality causes at least 6 damage on a single
attack, legions of wriggling ciliates invade the victim’s
tissues, searching out and settling specifically in car-
diac and pulmonary tissue. For the rest of the scene,
whenever the victim attempts any action that would
cause a normal person to breathe heavily (such as
running, climbing, attacking, or dodging), they must
add an additional 2d4 Distress dice, as they feel these
corrupted organs churn with teeming parasites. These
Distress dice behave identically to others, except that
they can cause a character to go over the normal limit
of 5d4. At the end of the scene, the organisms simply
evaporate as if they were never there.
MALIGNANT GROWTH
CHAPTER 3: ADVANCED SYSTEMS
Few Dread Qualities are more vulgar or terrifying
than Malignant Growth. Far from just cutting them
apart, weapons with this Quality cause the victim’s
cells to enter a phase of runaway division. When-
ever a target takes 6 or more damage from a single
attack with a weapon imbued with this Quality,
disgusting tumors rupture from the surface of their
skin. Internal organs seem largely unaffected, but
these weeping buboes cause enormous pain and
terror in the victim. For the remainder of the scene,
a character affected by Malignant Growth must
remain as still as possible to minimize the agony
and slow its progression. Should they decide to
take any action other than standing perfectly still,
they immediately take 2 damage and must make a
Keeping it Together check. This effect may only be
triggered once; as soon as the pustules burst, the
victim may resume acting normally. At the end of
89
 THE MIDNIGHT WORLD
the scene, all of the tumors burst and recede, and
the victim’s skin returns to normal.
NULLIFYING
Artifacts with this Quality are deeply connected to
the peculiar energies of the Twilight Veil. Once per
episode, the wielder of a Nullifying Artifact may
choose to activate it. This activation doesn’t require
an action, and it happens immediately whenever the
character chooses. For ten seconds or one combat
round, all phenomena that are not firmly rooted in
the physical plane are utterly disrupted. Servitors
and Egregoroi gain the Insubstantial Condition, any
active Dread Manifestations end, and no other Dread
Qualities may be used until the duration ends.
PACIFYING
Artifacts with this Quality emanate an aura of supreme
calm and comfort. Once per scene, the wielder of
such an object may choose any number of willing
targets in their line of sight. As long as these targets
can see or otherwise sense the Artifact, they may
immediately make a Solace check as if indulging their
Solace Trigger. Beings that don’t possess Midnight
Clocks are instead deeply soothed and may remove
any Distress dice that they have accrued through
Dread Manifestations or other means.
TELEPORTING
Items with this Quality don’t obey the geometry
of the physical world, and the owner can instantly
transfer them to another. Once per scene, the wielder
of a Teleporting item may choose any willing target
CHAPTER 3: ADVANCED SYSTEMS
in line of sight. The Artifact instantly appears in the
target’s possession, and it remains there until the
owner recalls it. Teleporting Artifacts in this way
doesn’t confer ownership; only the original owner is
able to activate the Quality.
TEMPESTUOUS
Weapons with this Quality are reservoirs of explosive
electrical power. Whenever an attack with such an
Artifact deals at least 6 damage, it unleashes a sear-
ing arc of white-hot lightning. All targets that the
wielder chooses within line of sight must make a
skill check using their Resilience and Endurance
[Tenacity]. If they score a Complicated Success,
they are subjected to the Blinded and Deafened
Conditions until the end of their next turn. If they
score a Catastrophic Failure, they are also Staggered
for that period.
90
TERRORIZING
Artifacts imbued with this Quality are awful to
behold, and they pulse with a disorienting and
disquieting energy. Once per scene, the wielder
may choose any number of targets that are able
to see or sense the Artifact. If these targets have a
Midnight Clock, they immediately add 1 Minute
and must treat the Artifact as a Trauma Trigger
for the remainder of the scene. If they don’t have
a Midnight Clock, they instead gain 2d4 Distress
dice that remain for the rest of the scene.
UNSEEN
Unseen Artifacts are capable of briefly disrupting
all means of perceiving their owner. Once per ep-
isode, the owner of such an Artifact may activate
it with a thought. For the next 30 seconds or three
combat rounds, they become utterly unobservable
to any targets they choose. No matter what powers
or equipment the targets try, they cannot sense the
user of the Artifact. They may still try to attack the
user, but must treat those attacks as if they have
the Blinded Condition.
VENGEFUL
Armor that has been imbued with this Quality takes
on a single-minded defensiveness of its owner.
Once per episode, the wielder may declare their
intention to activate it. For the rest of the scene,
the Artifact lashes out at any attackers who harm
the wielder, dealing half the damage to them that
they dealt in their attacks.
EXAMPLE ARTIFACTS
JASMYN’S GENEROSITY
Minor Dread Armor
Armor Value: 6
Armor Quality: Reinforced
Dread Quality: Teleporting
Infamous Stalker Jasmyn Velour is known for her per-
sonal combat skill, but anyone who has ever fought
alongside her in battle has been equally impressed
with the formidable piece of Dread Armor that she
wears. At first glance, it appears to be little more than
a standard tactical vest, a somewhat generic amal-
gam of kydex and kevlar. Closer inspection reveals
intricate inlays of dull silver runes and a chest plate
that is as impenetrable as it is weightless. Whenever
her allies are in danger during an operation, Jasmyn
 THE MIDNIGHT WORLD

is known to call out an incomprehensible word that

causes the armor to vanish from her body and appear
on her team member who needs it most.

THE STAG SKULL MASK

Major Dread Talisman
Dread Qualities: Nullifying, Terrorizing

Created by a tribe of prehistoric shamans, the Stag

Skull Mask is a fearsome face covering made from
the skulls of three different stags known to have
killed men. It’s bound together with lines of thick
sinew at the natural sutures between the bones,
and a gruesome hood of matted black fur is tacked
to its crest with several small, jagged stones. Vines
hang from its massive black antlers, each dangling
trinkets or pieces of pungent gore. A dull red glow
burns in its empty sockets, giving the wearer an ap-
palling appearance that turns all but their staunchest
allies away. When a specific phrase is spoken by
its wearer, the Stag Skull Mask emits a frigid blue
light, briefly isolating the physical realm from all
outside incursion.

THORN SINGER
Esoteric Dread Rifle
Damage Value: 4
Weapon Qualities: Penetrating, Automatic
Dread Qualities: Indomitable, Harrowing, Tem-
pestuous

The Thorn Singer is a study in contradictions: a blued

steel combat rifle, complete with ultra-modern rails

CHAPTER 3: ADVANCED SYSTEMS

and mounts, thoroughly constricted with a thick leafy
vine that constantly drips some strange intangible ichor.
The Thorn Singer never needs to be reloaded. Indeed,
such a task would be impossible, as the magazine is
firmly wedged into the well by the vine’s iron grip. In
combat, this Dread Artifact is capable of a terrifying
array of powerful tricks. Though the Thorn Singer is
included in the annals of just about every major cult,
it hasn’t been seen in at least 20 years.

CONDITIONS
BLINDED
Characters with the Blinded Condition suffer from
either partial or complete impairment to their vision.
They’re unable to rely on their eyes, making many
tasks far more difficult than they might be for anyone
else. They often miss vital details within the scene

91
 THE MIDNIGHT WORLD

around them, and in combat their swings can be

wild and imprecise. They may not upgrade any dice
on skill checks that require them to be able to see, no
matter what Aptitudes or Privileges they may have.
While the specific checks penalized by this Condition
are at the Director’s discretion, this penalty usually
applies to all skill checks made to attack or avoid
damage in combat.

BURNING
For those afflicted with the Burning Condition, noth-
ing is more important than stifling the flames before
they increase. What might start as a relatively benign
fire can quickly consume everything near it, turning
even the most powerful Touched into a lifeless bed of
dull embers. Unlike most other Conditions, Burning
is ranked in severity from 1 to 5. Each round, at the
beginning of the victim’s turn, they take an amount
of damage equal to their Burning Condition’s cur-
rent rank. In addition, unless they sacrifice their
action to attempt to quell the flames, the severity of
the Condition increases by 1, to a maximum of 5. If
they decide to extinguish themselves, there’s no skill
check required. Regardless of the Condition’s rank,
they’re able to suffocate the fire with their action.
This action doesn’t, of course, prevent them from
being ignited again.

COMPELLED
Characters who are Compelled find themselves
pressed into service by unseen hands, either through
psychological pressure or Dread Power. Whenever a
character is the victim of this Condition, the Director
CHAPTER 3: ADVANCED SYSTEMS

issues them one or more commands that they must

attempt to complete in order to stave off terrible fear
or anxiety. Any time the character chooses to act
in a manner that directly defies the terms of their
Compulsion, they immediately gain 1 Minute. They
continue to gain 1 Minute every 10 seconds, or one
combat round, until they act according to the com-
mands they’ve been given. If a character with this
Condition completes the tasks given to them, the
Compulsion ends.

CONFUSED
Confused characters have had their perceptions be-
fuddled in some way, and they find it hard to make
sense of their surroundings. They struggle to tell
friend from foe, danger from safety, or a good idea
from a potentially ruinous one. For the duration of
the Condition, add 2d4 Distress dice to all checks.
These dice apply even if they cause the character

92

to go above the normal maximum of 5d4 Distress
dice. If the character Catastrophically Fails any skill
check, or nets a negative number of hits on an attack,
they inadvertently hurt themselves or their allies in
some way.
DAZED
Characters with the Dazed Condition have taken a
crushing blow or been subjected to something so
shocking that they’ve lost control of their limbs. They
can see and hear just fine, but they find themselves
almost entirely incapable of spurring themselves
to motion. As long as this Condition is active, they
cannot use Aptitude upgrades on any skill checks.
DEAFENED
Anytime a character has impaired hearing, they
are subject to the Deafened Condition. While
Deafened, the character may not apply upgrades
to any skill checks that require hearing, regardless
of what Aptitudes or Privileges they might have.
In addition, they can have substantial difficulty
coordinating with their team, since they are unable
to hear shouted commands.
DISEASED
Characters with the Diseased Condition suffer
from one or more crippling ailments. The narrative
symptoms can be any cruel thing that the Director
thinks appropriate, such as terrible coughing fits,
severe gastric distress, or pain that leaves the char-
acter barely able to walk. Represent this interference
by temporarily removing two Attribute ranks from
the character’s sheet. These ranks may both be re-
moved from the same Attribute. A wasting disease,
for instance, might cost the victim two ranks of
Strength for its duration. Alternatively, two different
Attributes may be reduced by a single rank, such
as when the constant hacking and wheezing of a
tuberculosis patient saps both their Strength and
Resilience. Attributes cannot be reduced below
rank 1 with this Condition.
ENTROPIC
Those inflicted with the Entropic Condition have been
metaphysically altered, with every cell of their body
infected by utter chaos. Unlucky and random events
have a way of occuring more often when a character
with this Condition is involved, and they’re prone
to terrible accidents. While under the effects of this
Condition, all 1s rolled on any dice act as ones on
Distress dice. If an Entropic character, for instance,
THE MIDNIGHT WORLD
were to roll 4 total hits, but a 1 on a Distress die and
another 1 on an Attribute die, they calculate the result
as 2 net hits, not 3.
FATIGUED
No matter how desperate the circumstances, no one
can press on in the face of difficult odds forever.
Eventually, a body deprived of rest can’t help but break
down, and a mind pushed too hard becomes fogged
and frozen. Like the Burning Condition, Fatigue is
ranked in severity from 1 to 5. For each rank, the
player temporarily removes one rank from one of
their character’s Attributes, until the Condition has
been resolved. It’s up to the player to decide how to
distribute these removals. If they decide to remove
multiple ranks from a single Attribute, they are unable
to reduce that Attribute below one.
INCAPACITATED
Characters that have been Incapacitated aren’t dead.
Not yet, anyway. Nonetheless, they are functionally
unconscious and thus unable to take any actions at
all until the Condition ends, unless those actions are
reflexive (such as activating the the Lazarus Word
Dread Manifestation). While Incapacitated, a char-
acter is incapable of seeing, hearing, or interacting
with their environment in any way. Likewise, they
are totally unable to communicate.
INCORPOREAL
Those afflicted with the Incorporeal Condition be-
come invisible and physically immaterial. They may
pass through barriers freely and perceive the world
CHAPTER 3: ADVANCED SYSTEMS
around them normally, but they cannot physically in-
teract with anything in the material world. While they
may be able to activate specific Dread Manifestations
with the Director’s approval, they remain unable to
cause harm to beings or objects on the physical plane.
INTOXICATED
When a character suffers the Intoxicated Con-
dition, they struggle to perform tasks with any
degree of finesse. Their balance is slightly off, their
mind works more slowly than normal, and their
eyes just don’t seem to focus like they’re supposed
to. Any time an Intoxicated character makes a skill
check using either Acumen or Coordination, they
may not use Aptitudes to upgrade their dice.
MUFFLED
Characters who suffer from the Muffled Condition
are completely incapable of communicating verbally.
93
 THE MIDNIGHT WORLD
They may still be able to find other means to get their
point across, such as hand signals, texting, or holding
up written signs, but they’re physically unable to
speak coherently enough to be understood by others.
NAUSEATED
When a character suffers from this Condition, they
find even the lightest physical activity to be excru-
ciating. Every step causes their stomach to flip, and
anything strenuous is certain to trigger a violent
and painful purge. Whenever a Nauseated character
makes any kind of skill check that is purely physical
in nature, they must score at least a Common Success
to keep their bile down. In the event of a Complicated
Success, they’re still able to perform the action, but
they lose their next turn to uncontrollable retching.
Catastrophic Failures mean that the character also
fails to complete their intended action, functionally
robbing them of two turns as they empty their bellies
onto the floor.
Once a character has purged, remove the
Nauseated Condition.
POISONED
Characters with the Poisoned Condition must take
considerable care when planning out their actions,
lest the toxin flowing through their veins becomes
lethal. Whenever someone suffers from this Con-
dition, each 1 they roll on Distress dice also causes
them to take 1 damage. This Condition doesn’t stack
with the Entropic Condition; only 1s on Distress dice
cause damage in this way.
CHAPTER 3: ADVANCED SYSTEMS
RESTRAINED
Restrained characters have part or all of their body
pinned in some way. They can’t physically move from
the place they’re stuck unless they either become
Incorporeal, they are released, or they are moved by
the force that’s restraining them. They may still attack,
dodge, and otherwise act normally.
STAGGERED
Characters suffering from the Staggered Condition
have a disrupted center of balance, and they struggle
to regain it. They’re still able to function in a basic
capacity, but they’re too disoriented or winded to
undertake complex actions. At the beginning of each
turn, a Staggered character must decide whether they
wish to attack, move, or defend. While this Condition
does not affect their dice pools for these actions, they
are able to take only one type of action per turn.
94
A character who decides to attack, for instance, doesn’t
get a defensive skill check if they’re attacked, nor can
they move out of harm’s way.
TERRIFIED
Terrified characters have lost their ability to cope
with the horrors of The Midnight World, and they
are even more susceptible to anxiety than normal.
While suffering from this Condition, 1s and 2s count
as failures on Distress dice, effectively doubling the
chances that something might go horribly wrong on
every skill check. Even characters with no Distress
dice are not immune to being Terrified, as they must
always roll at least 1d4 on every skill check, even if
they don’t have Minutes that would normally force
them to do so.
KEEPING IT TOGETHER
No matter how tough or well prepared a character might
be, in The Midnight World there are bound to be mo-
ments when they just can’t hold their anxiety and fear in
check any longer. It smashes past their carefully crafted
defenses, through the mechanisms they’ve developed
to cope, and out into the forefront of their perception.
When this happens, it takes monumental effort for a
person to hold on to their faculties.
This effort is represented mechanically in The Midnight
World by Keeping it Together checks. Whenever a char-
acter is presented with stimuli that pushes them past
their ability to think clearly, the Director may require
them to make a skill check using their Resilience and
Mettle [Centering]. The events that prompt Keeping it
Together checks vary and are largely up to the Director’s
discretion. A few possible examples, though, include
scenes of particular horror that the characters have
never witnessed before, moments where there’s immense
pressure on a character to succeed at a task, or when a
character who is stuck at 11 Minutes is exposed to their
Trauma Trigger.
With a Phenomenal Success, the character suffers no
ill effects at all and regains some sense of their lost
composure. They may remove 2 Minutes from their
Midnight Clock as they power through the moment
with admirable dedication. Likewise, characters who
receive a Common Success on their check suffer no
ill effects, but they aren’t able to remove Minutes.
When a character scores a Complicated Success,
they’re still able to soldier on, but their mind begins
 THE MIDNIGHT WORLD

to crack. They’re able to finish what they’ve started,

but they immediately gain 1 Minute. If they’re stuck
at 11 Minutes, such as when they’ve hit the maximum
allowable Hour in a story, instead treat a Complicated
Success as a Catastrophic Failure.

Should a character score a Catastrophic Failure on

a Keeping it Together check, they’ve hit a break-
ing point and momentarily lose their capacity for
rational thought. For the remainder of the scene,
the player selects one of the following Conditions
for their character to suffer: Confused, Dazed,
Staggered, or Terrified.

WOUNDS
In most cases, characters in The Midnight World
eventually recover fully from the physical injuries
that they might sustain. Bones mend, flesh knits,
and though it may take substantial time, the deepest
lacerations eventually leave only scars. Even so, some
injuries are so devastating that they forever change
the victim’s life. In most cases, limbs can’t regrow.
Eyes, once destroyed, don’t regain function.

These awful, permanent injuries are called Wounds.

When a character is subjected to one (or more) of
them, the effects last even after the physical damage
has healed. Wounds can sometimes be mitigated
through technology (such as implanting cyber-eyes
in a victim who has lost their vision), or through the
usage of certain Dread Manifestations.

CHAPTER 3: ADVANCED SYSTEMS

A collection of suggested Wounds can be found
below. As with everything else in this book, this list
of Wounds isn’t exhaustive, and players should work
with their Directors to create Wounds that best suit
their character’s story. However, it’s important to take
care when selecting the wording used for these traits,
as they can easily stray into painful ableism when not
handled appropriately. A character who is missing a
leg, for instance, isn’t “crippled,” or “lame.” Instead,
they suffer “impaired mobility.”

Certain effects, such as the Wounding Quality of a

weapon or falling to 0 Health, may require a player or
the Director to make a check to determine a Wound
randomly. When doing so, roll 1d10 and consult the
following table.

95
 THE MIDNIGHT WORLD

WOUNDS
Roll REsULT WOUND Penalty
Vision Loss
One or both of your character’s eyes have been Your character permanently
1 badly damaged, or their vision is obscured by suffers from the Blinded Condition.
scar tissue.

Hearing Loss Your character permanently suffers

Your character has completely lost hearing in one
2 or both ears, or they have pervasive tinnitus that
interferes with their ability to hear.
Mangled Hands
3 One of your character’s arms or hands has been
rendered useless or removed entirely
from the Deafened
Condition.
Your character’s Coordination perma-
nently reduces to a maximum of two
ranks. They cannot operate any equip-
ment that requires two hands.

Inhibited Ambulation Your character’s Coordination per-

One of your character’s legs has been badly in- manently reduces to a maximum of
4 jured or completely separated from their body. one rank.

Shattered Constitution
The system-wide injuries your character has Your character’s Health is perma-
5 suffered prove to be catastrophic, substantially nently reduced by 4 points.
reducing your overall physical wellbeing.
Cognitive Impairment
Your character’s Acumen perma-
Severe injury has, through constant pain or me-
6 nently reduces to a maximum of
chanical disruption of brain function, caused your
two ranks.
character to lose significant mental acuity.
Limited Capacity
Your character’s Resilience per-
Your character’s breathing has been adversely
CHAPTER 3: ADVANCED SYSTEMS

7 manently reduces to a maximum

affected by damage and subsequent scar tissue
of two ranks.
build-up in their lungs or heart.

Atrophied Muscles
Your character’s Strength perma-
Trauma to nerves, ligaments, and blood supply
8 nently reduces to a maximum of
has caused a notable decrease in your character’s
two ranks.
muscle tone and capability.

Necrosis
Some of your character’s soft tissues have suffered
Increase all physical damage your
9 immense damage either due to infection or super-
character receives by 1.
natural abilities that promote decay, weakening
them against further injury.

Scarred
The wounds your character bears are superficial,
but have left their face damaged to the point that
10
their appearance can cause discomfort in others.
Your character’s Charisma perma-
nently reduces to a maximum of
two ranks.

96
The blood didn’t care how I felt about myself. When I grew up, there weren’t nice words for the kind of
person I am. “Tomboy” was the most polite term. That, or “androgynous.” Short hair and skinned knees
were my childhood trademarks, so when puberty kicked in I added ace bandages, not makeup, to my
daily morning rituals. By that time, my knuckles got skinned more often than my knees. I fought like a
boy, took no one’s shit, and earned the nickname Psycho Jo.

The darkness left its mark on me. In strange ways, that was a blessing. People gave me space, for the
most part, and understanding when I decked some asshole for getting too close. My grades stayed
high, thanks to my parents accepting that “class participation” would never be my strong suit again.
Most folks assumed Mike and I were a thing. We never so much as kissed. Despite the gulf where our
old friendship used to be, he had my back and I had his. When he dated Amy, I approved.

When she dumped him, I beat the shit out of her. That last part broke whatever bond we’d had left.

“What the fuck, Joie?” I’d never seen him so mad. I caught a two-week suspension over that beating.
Mom and Dad had to talk them out of expelling me. Mike’s face flared red as he clenched his fists.
“What the fuck is even wrong with you?”

“She hurt you.”

“That doesn’t mean you get to break her face.” I’d only just broken her nose, actually. To be fair, her
face was pretty much a mess to begin with.

“Sorry.”

“That was not cool.” His voice bunched up with quiet tension. Mike’s eyes narrowed.

Darkness began seeping in around the edges of mine.

That’s how I learned to sense it coming. The edges of my vision would start dimming and I’d hear
water trickling when no water was there. I whipped my head around and squeezed my eyes shut. My
hands had already snapped into fists.

“Sorry,” I repeated. My words got lost in the sound of water.

“You FUCKING SHOULD BE.” I felt Mike’s spit on the side of my face. I smashed my skull against the
wall so hard the world lit up behind my eyes.

“Get away,” I growled.

“Fuck you.”

“GET. AWAY.” His face was inches from mine when I opened my eyes. Whatever he saw in those eyes
made him run. I slammed my head in the wall again, arms wrapped so tight around themselves that
I dug scars in my biceps with my nails. Rushing water roared in my ears. I kept straining to open my
eyes. All I saw was black. Darkness flashed with stars forged from my pain.

I threw myself down and rolled myself raw. There was blood on the pavement when I finally stopped.

There’d be no apologies this time. No more quiet reconnections.

Whatever friendship survived the tunnel died that day.


CHAPTER 4 : DREAD MANIFESTATIONS
No matter who they are, where they’re from, or what
they believe, all Touched are bound together by the
sheer horror of their experiences. The memories left
by these events are lead weights chained around the
waist of every one of them as they desperately try to
stay afloat in the ever-churning waters of daily life.
However, it’s inaccurate to assume that painful mem-
ories are all that the Dread Beings’ claws leave behind.
As their fear begins to fade, each of the Touched
undergoes a moment of extreme clarity—an epiph-
any during which they begin to understand the
multiverse’s intricate complexities and how reality
functions. Almost immediately, they find that they
can exploit that understanding. They intuitively know
how to peel apart and re-weave the threads of reality
to shape miraculous ends. As their understanding
increases and their Hour Hand creeps towards that
most-awful zenith, they can perform increasingly
terrible feats.
Some of these Dread Manifestations, especially those
at an early Hour, are subtle enough that onlookers
may not be sure what they’ve witnessed. Many powers,
however, are egregious and obvious perversions of the
natural order. By the time one of the Touched nears
Midnight, they are capable of apocalyptic explosions
of raw force so awe-inspiring that they can themselves
impose the Touch on others.
THEMES
This book groups Dread Manifestations by theme.
This organization functions to create memorable sets
that help you quickly find the power you’re looking
for. It’s important to note, however, that these themes
are just an organizational tool; they don’t prescribe
any particular path that your character must follow.
Each time your character advances to an odd Hour
(3, 5, 7, 9, and 11) choose any Dread Manifestation of
that Hour or below from any theme you’d like. Some
players choose to keep all their powers in a single
theme, thus creating characters that are singular
masters of a specific aspect of the multiverse. Others
THE MIDNIGHT WORLD
decide to cherry-pick their Manifestations to achieve
a highly specialized build.
COST
Invoking a Dread Manifestation is an unnatural and
taxing process. To embrace these extraplanar abilities,
one must open themselves to the multiverse. This
process is not something the human psyche takes
lightly. All Dread Manifestations add Minutes to the
user’s Midnight Clock based on potency. Walking the
line between realities is clearly advantageous, but it’s
also the most perilous tool in the Touched’s repertoire.
Each Manifestation includes a Minute cost listed in
its description.
DREAD MANIFESTATIONS BY
THEME
DECAY
Manifestations within the Decay theme harness nat-
ural inevitability—all things break down over time.
Masters of this theme can slow, hasten, or even en-
CHAPTER 4: DREAD MANIFESTATIONS
tirely pervert the entropic mechanisms that control
this process.
HOUR 1: TOUCH OF ETERNITY
It is immutable fact that nothing lasts forever. Every
tiny cell is subject to the pressure of time, and the
grand machinery that drives life must inevitably break
down. But you have found a loophole in the language
of natural order. You’ve learned to halt the process of
your own decay, effectively stopping the aging process.
You can’t reverse the ravages of time; the damage the
years have done to your body can’t be so easily forgiven.
You will not age another minute, though, unless you
choose to. In addition, you’re able to briefly pause the
destruction of other living tissue.
Unlike most other Dread Manifestations, Touch
of Eternity has both a passive and an active effect.
Passively, your character simply does not age past
the point they’ve decided. While this Manifestation
99
 THE MIDNIGHT WORLD
can conceivably render your character immortal, it’s
important to note that Touch of Eternity only pro-
tects your character’s body from the passage of time.
A character who remains eternally 21 years old can
still drink themselves to death, and they can still clog
their arteries too badly for their heart to function.
To actively use Touch of Eternity, choose a target that
you can perceive who has been reduced to 0 Health,
and add 1 Minute to your Midnight Clock. Until the
scene resolves, the target is not subject to a Dread
Intervention, and thus does not need to choose an
outcome. Instead, they revive at the end of the scene
with 1 Health, and they do not incur a Wound.
HOUR 3: FAIL-STATE
Sometimes gears jam, computers need to be defrag-
mented, and wires short-circuit. In your hands,
Murphy’s Law is as fundamental as Newton’s Laws,
and if something can go wrong with a piece of tech,
you make sure it will go wrong. You can use the forces
of entropy to your advantage, exploiting the inherent
flaws in man-made technologies and pushing them
towards their inevitable breakdown point.
To use Fail-State, add 2 Minutes to your character’s
Midnight Clock as they touch any machine or piece
of electronics. If that object can break down or
fail, it does so in spectacular fashion. The object
remains useless for the remainder of the scene,
but it inexplicably returns to function thereafter.
CHAPTER 4: DREAD MANIFESTATIONS
HOUR 5: RIGOR MORTIS
Sometimes, the only way out of a dangerous situation
is in a body bag. For practitioners of this Manifestation,
though, that end doesn’t have to mean that they’ve
failed in their aims. In some cases, they’re trying to
incapacitate an enemy for later interrogation. Perhaps
instead, they may be attempting to protect a grievously
wounded ally while dashing madly for cover. Whatev-
er their reasoning, Rigor Mortis allows them to seize
control of a body’s post-mortem function, locking their
target’s muscles briefly in the throes of death.
To use Rigor Mortis, your character must add 3
Minutes to their Midnight Clock and touch a tar-
get. Make an opposed Manipulation and Acumen
[Medicine] skill check against the target’s Resilience
and Toughness [Tenacity]. If your character wins the
check, the target suffers the Incapacitated Condition
until the end of their next turn. Their body takes on
the aspect of a corpse, and they gain 6 Armor Value
100
for the power’s duration. Armor granted by Rigor
Mortis does not stack with any other armor source,
and it cannot increase a target’s Armor Value above
the maximum of 6. Additionally, only supernatural
abilities or effects can bypass this armor. If your
character uses Rigor Mortis on a willing target, the
skill check automatically succeeds, and the target may
remain in this state for as long as they wish. Your
character may use this Manifestation on themself.
HOUR 7: GRAVEHIDE
In the darkest recesses of the multiverse, there are
places where the natural processes of death and decay
function entirely differently than they do here. In these
locations, the cessation of vital function doesn’t mean
the end of life. Instead, some profane mechanism causes
flesh to remain animated. Touched who uncover this
disgusting Manifestation can pull from the elements
of those worlds, clothing themselves in the trappings
of undeath.
Invoking Gravehide adds 4 Minutes to the user’s Mid-
night Clock and causes them to assume a temporary
state of undeath for one minute, or six combat rounds.
They do not require oxygen or sustenance, their heart
does not beat, and they are immune to all Conditions.
Their skin hardens and assumes a deathly pallor, im-
mediately granting an Armor Value of 6. This power
cannot increase your character’s Armor Value above
the normal maximum of 6. The user may act as normal,
but their appearance for the power’s duration is that of
a desiccated corpse.
HOUR 9: DENY THE WINNOWER
Decay is natural, and in an equitable universe, it affects
all things. Flesh rots, stones crumble, and even stars tick
off every second until their violent, inevitable deaths.
For the powerful few who have developed this Mani-
festation, though, even the ravages of passing centuries
can be brought to heel. With little more than a thought,
they’re capable of halting internal entropic processes
and protecting others from the decrepit brush of aging.
To use Deny the Winnower, your character must touch
an object or person and add 5 Minutes to their Mid-
night Clock. The target becomes immune to the effects
of entropy. Inanimate objects remain in their current
condition forever. They will never decay, rust, wither,
or become inoperable, even if subjected to a Dread
Manifestation that would normally advance their age.
Living targets are likewise protected, but only for one
day per usage of this Manifestation.
 THE MIDNIGHT WORLD

If a creature dies while under the effects of Deny the

Winnower, their corpse will not decompose until the
Manifestation is willingly removed by the user who
applied it, or until the user dies.

Note that this power doesn’t make its target immune to

damage or injury. A statue can still be smashed with a
hammer, and a person can still be torn apart and die.

HOUR 11: ENTROPIC EMBRACE

In most serious theories, the end state of our universe
is cold, lifeless oblivion. From the moment it began in
a brilliant flash of expanding matter, it was likewise
pulled towards an ultimate end by the unavoidable
processes of thermodynamics. Even on a small scale, this
fate is evident. Stones eventually grind to sand; living
things die, and the hottest stars cool. Some Touched
can call on these natural phenomena and focus them to
channel pure entropic energy through a target, forcing
it to meet its predetermined demise instantly.

Activating this Manifestation adds 6 Minutes to the

user’s Midnight Clock and requires your character to
physically touch an object or creature. Objects afflicted
with Entropic Embrace immediately advance to their
most terminal entropic point—usually a pile of dust.
Creatures affected by this Manifestation die instantly
and become fine ash unless they are either Touched,
supernaturally immortal, or achieve a Phenomenal
Success on a Resilience and Endurance [Tenacity]
check. In any of these circumstances, they instead

CHAPTER 4: DREAD MANIFESTATIONS

take 12 damage. This damage may be mitigated by
armor, but the armor is then utterly destroyed. Dread
Armor can be destroyed in this way.

FUNDAMENT
Manifestations included in the Fundament theme
allow the user to tap directly into the massive pow-
er churning beneath the planet’s crust. Those who
dedicate themselves to this theme can sense and
use the lines of hidden energy that lattice the earth,
eventually learning to command the very ground
beneath their feet.

HOUR 1: GEOLOCATE
While many of Touched first discover Manifestations
that reflect their grasp of other realities, you have in-
stead developed the power to root yourself more firmly
in this one. You can tap into the lines of invisible energy
that weave across the globe and use them to isolate
yourself and others.

101
 THE MIDNIGHT WORLD
By taking a moment to concentrate, your character can
infallibly locate themselves anywhere on their current
plane of existence. They can determine where they
are geographically, their relative elevation, and any
dangerous natural phenomenon nearby. In addition,
they can also locate any other person with whom they
are strongly familiar. Every time your character uses
Geolocate, add 1 Minute.
HOUR 3: HOMING BEACON
Matter is attracted to other matter by the pull of gravity.
Atoms are attracted to one another through a compli-
cated dance of energetic forces. Likewise, humans are
often powerfully attracted to one another, though we
can’t know if that tendency is an artifact of conscious
thought or some natural draw akin to those magnetic
forces. To those who have discovered this Manifestation,
the distinction is largely irrelevant. They can make a
powerful but temporary connection with an object,
person, or place.
To use Homing Beacon, add 2 Minutes to your char-
acter’s Midnight Clock and declare a target for the
Manifestation to track. As long as the target remains
on the same plane of existence as your character,they
are intrinsically able to determine its position in the
universe. They know its relative distance from them,
the direction they would need to travel to find it, its
structural integrity (or Health, if it is a living being),
and whether it is in direct danger. If supernatural
powers are hiding the target of Homing Beacon, your
CHAPTER 4: DREAD MANIFESTATIONS
chracter is still able to sense it. However, without
using a power like Panopticon to break through the
mystical shroud surrounding it, they cannot perceive
its exact location. Homing Beacon lasts for one scene.
HOUR 5: STONESHELL
Mythology and art often depict the Earth as a loving
mother: a caretaker who nurtures and sustains human-
ity out of selfless kindness. To the inveterate Touched
warriors who perfected this Manifestation, though,
the living Earth is nothing of the sort. She is, instead,
fiercely protective and stubborn. She isn’t a Madonna
who fosters life willingly so much as she is a rapidly
deteriorating madwoman who is terribly infested with
it. The Touched have learned to tap into the energy
produced by this bizarre iteration of our planet, using
it to protect themselves and lacerate their enemies.
To enact Stoneshell, add 3 Minutes to your character’s
Midnight Clock and declare their use of this pow-
er. An ultra-dense shell of solid stone immediately
102
encases your character. While enclosed, they suffer
the Restrained Condition. They cannot move and are
completely immune to the next source of damage they
receive. When damaged, the shell violently shatters
outward and deals half the damage it prevented to
the attacker. Damage caused by this eruption has the
Penetrating Quality. Your character may end this
power at any time.
HOUR 7: SPIRE
Because they happen so gradually over such a long
period of time, significant changes in the Earth’s sur-
face seem like little more than theory to most people.
Mountains rise and rivers cut canyons in the ground,
but living creatures can’t possibly live long enough to
see it happen. Touched who have uncovered this Man-
ifestation, though, can reach deep into the churning
magma beneath the planet’s crust. They summon it to
instantly burst through the ground and cool into lethal
shards. No one knows what the long-term effects of
these microfractures in the Earth’s crust will be, but
it’s likely that the consequences are still lifetimes away.
To use this power, add 4 Minutes to your character’s
Midnight Clock and choose up to four targets. Regard-
less of the surface on which these victims are standing,
dagger-pointed columns of igneous earth instantly
erupt from underneath them, causing 3 damage that
ignores armor and hurtling them a dozen feet into
the air. After the initial damage, targets struck by
Spire must succeed in a Coordination and Reaction
[Athletics] skill check or take an additional 2 damage
when they slam back into the ground. The damage
caused by falling does not ignore armor, but any target
that suffers at least 1 point of it is also affected by the
Staggered Condition for their next turn.
HOUR 9: TREMOR
In normal circumstances, the shifting and snapping of
tectonic plates miles beneath the Earth’s crust causes
earthquakes. These massive geological phenomena are
eons in the making, and thus have stymied human at-
tempts to prevent or predict them. Among the Touched,
though, incredibly powerful geomancers have learned to
shift the very ground to their whims. This Manifestation
creates localized explosions of seismic force.
To activate Tremor, choose any number of targets in
your character’s line of sight, and add 5 Minutes to
their Midnight Clock. Powerful, but highly localized,
earthquakes tear through the surface underneath
them, opening magma-hot fissures on the ground and

collapsing the floor within buildings. Targets affected
by Tremor suffer 7 damage as they are crushed by
falling objects or drawn into inhospitable cracks in
the earth’s surface. In addition, anyone hit by Tremor
must make a successful check using their Coordina-
tion and Endurance [Athletics] or be Staggered for
30 seconds or three combat rounds.
HOUR 11: TERRA’S FURY
The firm Earth you stand on sits atop an ever-shifting
ocean of molten rock and metal. Lesser expressions of
Fundament allow a wielder to grasp only a fraction
of that power, a whisper of the heat and energy below.
For those who have discovered Terra’s Fury, though,
not even miles of solid stone can inhibit their capability
to commune with the planet’s core and beckon its fury
to the surface.
To invoke this Manifestation, select a location your
character can clearly see and add 6 Minutes to their
Midnight Clock. Magma spurts and bubbles from the
selected location, spilling into a pool that relentlessly
burns nearly anything it touches to ash. This pool
grows no larger than a 10-foot radius, and it destroys
nearly any mundane structure or object, provided it
cannot withstand absurdly intense heat. Characters
caught in the pool take 8 damage that ignores armor.
Additionally, any creature within 10 feet of the pool
is afflicted with Burning (5) until they move at least
10 feet away.
HYDROMANCY
Powers within the Hydromancy theme allow their
users to control most liquids, but especially water.
Masters of this theme can vaporize and solidify
fluids at will, summon moisture on command, and
even instantly create water from nowhere by subcon-
sciously combining hydrogen and oxygen from the
air around them.
HOUR 1: OASIS
Water is an essential building block of life as we know
it. Without it, entire worlds wither and die. This Man-
ifestation allows you to ensure pure, thirst-quenching
water is freely available whenever it is needed. By
reaching out with your perception to other places in
this world (or others), you can bring clean water into
existence wherever you are.
By concentrating for a moment and adding 1 Minute
to their Midnight Clock, your character may conjure
up to 16 ounces of drinkable water. Alternatively,
THE MIDNIGHT WORLD
your character may examine the same amount of
any kind of fluid and unerringly detect any poisons
or diseases that taint it. If you wish, your character
may then dip their finger into it and instantly purify
that volume of fluid, converting it into clean and
drinkable water. This Manifestation cannot be used
against living targets; you cannot use it to turn an
enemy’s blood to water, for example.
HOUR 3: PHASE CHANGE
Among substances, water is particularly fascinating.
Like others, at any moment it can be a solid, a liquid,
or a gas. Unlike most other substances, though, the
relatively narrow gap between the freezing and boiling
point of water means that its state is incredibly easy to
manipulate. For Touched with this Manifestation, that
fact is doubly true. They don’t need to painstakingly
heat or cool a body of water to change its state; they
can simply cycle it through its phases as they see fit.
When invoking Phase Change, add 2 Minutes to
your character’s Midnight Clock as they focus their
attention on up to 200 gallons of water within line of
sight. You may choose whether this water becomes
a solid, liquid, or gas. In any case, the water changes
state, but not temperature. Water solidified in this way
has all of the same properties as ice without being
frozen. It is slick, brittle, and hard, but not necessarily
cold. Likewise, vapor created with Phase Change does
not have the lethal heat of an equivalent amount of
steam. Nonetheless, anything in contact with the water
CHAPTER 4: DREAD MANIFESTATIONS
may be dramatically affected by this sudden change.
Containers may burst from the pressure created by a
large volume of vapor, and people standing in puddles
may find themselves desperately stuck when the water
beneath them turns solid.
HOUR 5: MANIPULATE HUMORS
The living body is inherently complex, and even the most
expert physician must rely on theory to explain most of
its inner workings. There have been hundreds of such
theories throughout history, and though most have been
long-since abandoned, skilled Touched healers know
that not all of them were far from the truth. They
keenly understand the flow of liquids in the body
and can intuitively identify and correct debilitating
conditions impacting a person.
To use Manipulate Humors, add 3 Minutes to
your character’s Midnight Clock as they spend a
round examining a willing target. Your character
can perceive if the target is suffering from the
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 THE MIDNIGHT WORLD

Poisoned, Diseased, Nauseated, or Intoxicated

Conditions. Your character can then choose
reflexively whether to remove any number of
those Conditions. The target cannot be affected
by those Conditions for the remainder of the
scene. Your character may use this Manifestation
on themself.

For the purpose of using this power, an uncon-

scious target is considered to be willing.

HOUR 7: TORRENT
Water is most frequently portrayed as the foremost
building block of life, the essential spring from which
all living things must issue. This fact is certainly true;
without hydration, the world would be barren and
dead. Still, it’s only half the story. For all that water
is necessary for life, it is also a calamitous force that
takes as much as it offers. The Torrent Manifestation
is a singular example of its deadly force. By focusing
their will, users can create a brutal deluge that damages
structures and injures people caught in its path.

To use this power, add 4 Minutes to your character’s

Midnight Clock as they conjure a tidal wave that
bursts forth from their extended palms. This spray
has immense force and travels in an explosive arch
for up to 100 feet, generating up to 10,000 gallons of
water. The wave strikes anything or anyone in front
of the user. Any creature struck by this jet of water
immediately takes 4 damage and must succeed on
CHAPTER 4: DREAD MANIFESTATIONS

a Resilience and Toughness [Tenacity] check or be

knocked back 10 feet and suffer the Staggered Condi-
tion until the end of their next turn. The user can alter
the water’s temperature to be frigidly cold or scald-
ingly hot. These alterations aren’t dramatic enough
to change the power’s combat effects, but they can
be very useful in addressing environmental factors.

HOUR 9: DROWN
The human body is 70 percent water. It serves as the
basis for the blood that oxygenates our tissues, the
fluids that protect our brains and joints, and even the
lubricant that allows our sensory organs to function.
This Manifestation allows its user to suddenly and
forcefully take control of that moisture. With little
more than a thought, they remove it from their victim
in an uncontrolled geyser that can critically injure and
blockade the senses.

To use this power, add 5 Minutes to your character’s

Midnight Clock and select a target they can see. The

104

victim’s mouth, nose, and ears erupt with a violent jet
of clear water that causes 4 damage and ignores armor.
Furthermore, they suffer the Blinded, Deafened, and
Muffled Conditions for 30 seconds or three combat
rounds, as gallons of water continue to stream from
their face.
HOUR 11: EXSICCATE
There is no more keenly edged weapon than the one that
already lies inside a target, its hilt perfectly positioned
for a capable attacker to withdraw. Practitioners of
this Manifestation turn a victim’s very cells into deadly
explosives. By forcing every ounce of liquid in a body to
violently come to their command, deadly Hydromancers
obliterate lesser beings with little effort. To add insult to
annihilation, they are then able to sustain themselves
with the pure water they’ve drawn forth.
To invoke this Manifestation, add 6 Minutes to your
character’s Midnight Clock and choose a target in
their line of sight. The chosen target immediately and
violently drains any moisture it contains. The hydra-
tion drawn from the target coalesces into a wisping
stream of liquid that flows into and is absorbed by
the user. Mundane beings are instantly killed by this
Manifestation, becoming shriveled, desiccated husks.
Supernatural creatures, including Touched, targeted
by this Manifestation do not instantly die. Instead,
they take 8 damage, ignoring armor. Creatures that
survive are affected by the Incapacitated Condition
until the end of their next turn as their body withers
from sudden and intense dehydration. If a creature is
killed by this Manifestation, the user regains 4 Health.
MOLECULAR MASTERY
The Molecular Mastery theme includes Manifesta-
tions that allow a Touched to innately perceive and
interact with matter on a microscopic level. They can
slow or speed the relative agitation of molecules, and
masters of this theme can even deconstruct objects
to their basest level and reform them into something
entirely new.
HOUR 1: FROSTBITE
You have gained the ability to inhibit the molecular
vibrations within any object you can touch. By doing
so, you can dramatically lower its temperature over a
very short period of time. This flash-freeze effect can
terribly damage some items, and it can even badly
injure living tissue.
THE MIDNIGHT WORLD
To use Frostbite, your character must touch their
target and add 1 Minute to their Midnight Clock, as
you declare their intent. In combat, this requirement
will likely require that you make a Coordination and
Reaction [Hand to Hand] skill check against your
target. If so, your character can reflexively use this
Manifestation once they have established physical
contact. Objects that are subjected to Frostbite are
frozen and vulnerable to being shattered. Living be-
ings who are the victim of this power take 2 damage
that ignores their armor.
HOUR 3: EXCITE
All molecules move. This motion’s energy creates the
ambient warmth of the universe. You have learned to
exert control over the mechanisms that dictate molecu-
lar agitation, and you are subsequently able to rapidly
increase the internal heat of a target object or creature.
If properly channeled, you can warm a freezing object
enough to thaw it…or cause a foe to be spontaneously
engulfed in flame.
By adding 2 Minutes to your character’s Midnight
Clock, they may cause anything they are touching to
take 3 damage and burst into flames. This Manifes-
tation inflicts Burning (1), even if armor reduces the
damage. Note that establishing the required physical
contact may require you to make a Coordination
and Reaction [Hand-to-Hand] skill check, and this
attack cannot convey a separate source of damage.
For example, your character cannot punch a target
CHAPTER 4: DREAD MANIFESTATIONS
and then Excite it.
HOUR 5: RIME SHIELD
Just as exciting molecules into a frenzy generates heat,
slowing them causes their temperature to drop precip-
itously. For Touched who have discovered this Man-
ifestation, that principle can be put to use to provide
immense protection. By flash-freezing the air only
microns away from their own flesh, they can create
a hardy barrier that can withstand all but the most
devastating of blows.
To use Rime Shield, add 3 Minutes to your charac-
ter’s Midnight Clock. A thin layer of ice instantly
encases their body, providing 4 Armor Value and
total immunity to cold. Though the ice is incredibly
hard, it doesn’t impede your character’s movement
in any way, and it lasts for one minute or six combat
rounds. Armor added in this fashion stacks with other
sources of armor, but it cannot be used to exceed the
maximum possible Armor Value of 6.
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 THE MIDNIGHT WORLD
HOUR 7: TRANSMUTE
The philosopher’s stone is a common trope in
myth and metaphor. According to some, it is
the mystical secret ingredient that catalyzes
the transformation of one metal into another.
For others, it represents the apex of internal
transformation, allowing one to become the most
idealized version of themself. Touched who have
mastered this Manifestation know precisely what
the masters of old meant when they described the
stone. By focusing their minds, they can transmute
any unliving substance into the equivalent mass of
any other substance.
By adding 4 Minutes to your character’s Midnight
Clock, they can change up to five cubic feet of any
substance they can touch into an equivalent amount
of any other substance. These substances don’t need
to be alike; your character can Transmute a plastic
cable into gold to allow for conductivity, or they can
change a steel door to nitrogen gas so that they can
walk through it. However, Transmute cannot be used
on living tissue, as not even the most adept alchemist
has cracked that code just yet.
HOUR 9: POLYMERIZATION
All of creation is built of the same fundamental
material. Particles are arranged into atoms, and
these atoms bind together to form molecules.
Likewise, molecules cling to one another in chains
that make up every rock, deer, and asteroid that
CHAPTER 4: DREAD MANIFESTATIONS
exists in physical reality. Touched who have de-
veloped this Manifestation can take direct control
over that process, replicating tangible objects
almost perfectly using molecules taken from the
air around them.
To activate Polymerization, your character adds
5 Minutes to their Midnight Clock and selects
an item they can hold, wear, or carry. After
touching this item for at least 10 seconds, they
can create a perfect duplicate of it. This copy can
be completely identical to the original, or it can
have one minor visible or internal difference of
your choosing. This variance can manifest as
different coloration, minor variation in size, or
some other cosmetic difference.
This Manifestation can only copy an object in its
current state, and it cannot restore any parts of the
original that were missing prior to its use. Polymer-
ization also cannot duplicate living tissue. The copies
106
are not borrowed from other realities or illusory; they
are real and permanent unless destroyed, but they
cannot themselves be duplicated with subsequent
usage of this power.
Dread Artifacts can be duplicated with this Mani-
festation. However, it is worth noting that there are
many beings that would immediately take interest in
a substantial increase in the number of such things
that exist on any one plane.
HOUR 11: ATOMIC CACOPHONY
In most solid objects, the atoms making up its basic
structure tend to move more or less in sync with one
another. There are always some minor variations, but
any severe differences among the gathered particles
can cause significant damage. Some Touched have
learned to pervert this principle. They’re able to change
the vibrating harmonies of a target’s component atoms
at will, causing some to repel each other and bounce
madly while others cling together and nearly cease
motion altogether.
Activating this Manifestation adds 6 Minutes to your
character’s Midnight Clock and wreaks absolute havoc
on all selected creatures they can see. When this Man-
ifestation activates, choose either heat or cold as the
damage type that afflicts each target. Targets affected by
cold take 8 damage that ignores armor, and they suffer
the Incapacitated Condition until the end of their next
turn. Targets affected by heat take 8 damage that ignores
armor and are afflicted by Burning (3).
PLANAR MANIPULATION
Practitioners of Manifestations within the Planar
Manipulation theme have learned to manipulate
the very strings of creation, giving them access to
other iterations of themselves in any of an infinite
number of realities. They’re able to exploit those
other versions of themselves to perceive in new
ways, change their outer appearance, and eventually
trade places with them entirely.
HOUR 1: THE MADNESS ANGLE
Your initial brush with Dread has left you with
the ability to briefly peer across the Twilight Veil
and into iterations of the multiverse similar to
your own. By taking a moment to observe one of
these infinite parallel realities, you can readily spot
things in your world that you may have otherwise
overlooked.

To use the Madness Angle, add 1 Minute to your
character’s Midnight Clock and declare your intent
to the Director. Your character immediately spots
anything hidden by mundane means. In addition,
they’re able to pick up on any plot-sensitive infor-
mation they may have overlooked, subject to the
Director’s discretion.
HOUR 3: PANOPTICON
The universe is a prison to some, but to you, it is a
playground. By reaching into other worlds, you si-
multaneously see through the eyes of every version of
yourself in circumstances similar to your own. This
vision allows you to witness the shifts, changes, and
truths of the world. Perhaps in one universe, you have
already crossed the threshold of a doorway and can see
what lies on the other side. Perhaps in another, you have
already been attacked by the monstrosity stalking you
and can see how it presses its attack. Use of this power
allows you to gain valuable insight and guidance in
order to make quick decisions.
To use Panopticon, add 2 Minutes to your character’s
Midnight Clock. You may then upgrade your Attri-
bute dice to d8s for any kind of perception check
for the rest of the scene. In addition, if there are any
supernaturally hidden objects, creatures, or people in
your vicinity, your character may make an opposed
Intuition and Vigilance [Investigation] skill check
using their Perception against the opponent’s Intuition
and Reaction [Larceny]. If you win the check, your
character can perceive the target’s faded silhouette.
your character may not be able to identify the target,
but they are aware of their presence and where they
are in the space.
THE MIDNIGHT WORLD
HOUR 5: KARMA THIEF
There are, in the endless multiverse, an infinite
number of iterations of you. Every decision you’ve
ever made, and every action you’ve ever attempt-
ed, has been pursued a likewise infinite number
of times across all of creation. In many of those
alternate dimensions, you made good decisions,
and your desperate attempt succeeded against all
odds. Practitioners of this Manifestation can reach
through the Twilight Veil and grasp one of those
triumphs, foisting their failure on another version
of themselves and claiming success as their own.
By adding 3 Minutes to your character’s Midnight
Clock, you may forego any unopposed check and
CHAPTER 4: DREAD MANIFESTATIONS
treat the results as a Phenomenal Success. Alter-
natively, you may use Karma Thief during any
opposed check (including those made in combat).
In this case, you don’t need to make a check for the
action; you may simply claim 5 hits.
HOUR 7: APPROPRIATE
An age-old adage says that “It’s better to have something
and not need it, than need it and not have it.” For those
who have discovered this powerful application of Planar
Manipulation, the latter is never a concern. Whether
they are desperate for a hammer, a silver sword, or a
particular page from a necromancer’s grimoire, they
can reach through the Veil and snatch the item from
an iteration of themselves who has already acquired it.
Invoking Appropriate adds 4 Minutes to your charac-
ter’s Midnight Clock and allows them to reach across
the multiverse in search of an object, manifesting it
physically in their reality. The Twilight Veil resists
attempts to manipulate it, however, and objects ob-
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 THE MIDNIGHT WORLD
tained with Appropriate can only exist for an hour
in realities in which they are not native. Appropriate
can only summon objects that can be held, worn, or
carried by the user. Note that this power can be used
to find a Dread Artifact, but such a bold theft is likely
to have dire ramifications.
HOUR 9: DOPPELGÄNGER
It is easy to assume that no matter what else may be
different in another branch of the multiverse, any par-
ticular person must remain fundamentally themselves.
While this belief is true to an extent, the variations
between two iterations of the same person – even on
a genetic level – can be shocking. For those who have
developed this Manifestation, that bizarre truth can
be put to mischievous purpose. By locating far-distant
versions of themselves and briefly trading aspects, they
can identically mimic another person in this reality.
Your character combs the multiverse for the specific
reality in which they are genetically identical to the
person they seek to mimic, adding 5 Minutes to their
Midnight Clock to undergo a gruesome and painful
transformation. The stats on your character’s sheet
remain unchanged, but in all cosmetic ways, they
have become their target. Unprepared witnesses of
this metamorphosis add 1 Minute to their Midnight
Clocks as the user’s flesh brutally reconfigures before
their eyes. This transformation takes 10 seconds to
complete, but when finished, you are indiscernible
from your chosen disguise at a genetic level. This
CHAPTER 4: DREAD MANIFESTATIONS
ability does not confer any knowledge possessed
by or concerning the target, however, and anyone
familiar with them personally may notice strange or
uncharacteristic behavior. The effects of Doppelgänger
last for a scene.
HOUR 11: WORLD WALKER
It is a statistical fact of an infinite multiverse: some-
where in the endless expanse, there is a version of
you that is performing better than you are at this
specific moment. Whether they’re more skilled, better
supported, or just having a particularly lucky day,
these other instances of you are succeeding where you
struggle. Practitioners of this Manifestation can turn
this otherwise frustrating truth to their advantage. By
forming a metaphysical bridge with their counterpart
in another dimension, they can co-opt that fortune
and turn it to their own ends.
By adding 6 Minutes to their Midnight Clock, your
character peers across all iterations of themselves in
108
the multiverse and adopts the success enjoyed by the
version in the most favorable similar situation. For the
rest of the scene, add 5 hits to every check you make.
REFRACTIVE MASTERY
By enforcing subtle control over the photons around
them, Touched who use powers in the Refractive
Mastery theme can turn light itself to their will.
Some can see in total darkness, while others learn to
alter the wavelengths that make up their appearance.
Masters can do all this and more, eventually learn-
ing to turn illumination itself into a deadly weapon
against their foes.
HOUR 1: SHADOWPIERCE
You manifest the capability to alter the electromagnetic
wavelength of some kinds of light. On a large scale, such
a change requires an immense amount of focus and
can only be sustained for the briefest of moments. To
counter this limitation, you have learned to enact this
control inside your own eyes, conferring full visibility
to images nano-meters before they strike the retina.
Even in total darkness, you may declare your char-
acter’s usage of Shadowpierce and add 1 Minute to
their Midnight Clock. For 30 seconds, or three combat
rounds, your character can see their surroundings as if
in full daylight. Shadowpierce does not counteract the
effects of blindness caused by any means other than
darkness. This Manifestation does not allow the user
to see objects that are hidden by supernatural means.
HOUR 3: GLIMMER GUISE
Simple beams of light twisting through water can cre-
ate fantastic phantom images, and no two people see
precisely the same thing when interpreting the shape of
passing clouds. What each person perceives as concrete
reality is only a hologram encoded by their eyes: a pale
and underdeveloped reflection of shadows on the wall
in Plato’s cave. Using this Manifestation, Touched can
exploit the subjective nature of visual input to dramat-
ically alter their appearance.
By adding 2 Minutes to your character’s Midnight
Clock, they can bend light in a way that superficially
alters their outward appearance. This alteration can
conceal your character’s identity by replacing their
features with a bland mask, or they can adopt the
appearance of a person with whom they are reason-
ably familiar.

However, Glimmer Guise does not allow for signif-
icant changes to your character’s proportions. They
can pose as a person with a different silhouette by
adopting their general features, but anyone who has
ever seen the target your character is copying will
instantly see through the attempt if your character is
significantly different in size and shape. Further, any-
one who is deeply familiar with the target may make
a contested check using their Intuition and Vigilance
[Investigation] against your character’s Charisma
and Manipulation [Performance]. If they achieve
more hits than you on this check, they instinctively
understand that your character is not the person they
know. Unless they are using a supernatural power like
Panopticon, though, they aren’t able to determine
your actual identity.
HOUR 5: ETHEREAL AFFECT
In a world as dangerous as this one, feats of strength and
boldness often represent a one-way ticket to an ignoble
demise. There are certainly those who are capable of
standing toe-to-toe with the beasts in the dark, but
stealth is a far more attractive option for most. No one
is more adept at this skill than those who have mastered
Refractive Mastery. By forcing photons to flow around
them like water in a stream, they render themselves
entirely invisible to the naked eye.
Invoking this Manifestation and adding 3 Minutes
to your character’s Midnight Clock allows them to
become functionally invisible. Because this power
relies specifically on spectrums of light, it does not
always circumvent certain equipment that uses other
detection methods, such as thermal or ultrasound.
If an opponent uses such a piece of equipment or
activates a Manifestation that grants supernatural
perception, make a Coordination and Reaction [Lar-
ceny] skill check, upgrading your Attribute dice to
d8s. Your opponent should roll their Intuition and
Vigilance [Investigation]. If you succeed, your char-
acter remains undetected. Otherwise, their opponent
can see a vague silhouette that betrays your character’s
position, but no identifying features.
HOUR 7: SIMULACRUM
By their very nature, photons of natural light are intan-
gible. Though sunbeams may have physical properties
such as illumination and heat, they remain immaterial
to touch. Practitioners of Simulacrum, though, have
discovered a way around this limitation. They can mold
shards of errant light into replicas of themselves that
THE MIDNIGHT WORLD
are identical to them in almost every way, including
the capability to physically interact with the world
around them.
Add 4 Minutes to your character’s Midnight Clock
to create a construct composed completely of hard
light. This construct is tangible and capable of complex
movement and physical interaction, but it cannot
generate sound. The construct fully mimics your
character, and it has all of their stats and the mundane
properties of any equipment they have. For exam-
ple, your character can mimic their Dread Sword
in appearance, but the Simulacrum’s copy does not
retain its supernatural power. It acts on your turn,
follows your mental commands, and has 6 Health.
If this construct is destroyed, it bursts in a brilliant
flash of light that inflicts the Blinded Condition on
any targets you choose that can see it until the end
of their next turn.
Your character can only sustain one Simulacrum at
a time, and it remains until destroyed or dismissed.
For the purposes of other Dread Manifestations,
Simulacra do not count as living targets.
HOUR 9: PHOTON LANCE
For the most part, practical applications of the Re-
fractive Mastery theme deal in illusion and defense.
Touched who developed these powers tend to be very
good at getting out of a fight, but are less confident
when stuck in them. There are a few, though, who have
CHAPTER 4: DREAD MANIFESTATIONS
learned to agitate particles of light in a very specific
way. By gathering nearby photons, they can create a
brilliant beam of superhot light that melts defenses,
pierces through enemies, and lays waste to attackers.
By adding 5 Minutes to your character’s Midnight
Clock, they fire a concentrated beam of pure light
at a target they can see. This focused laser is capable
of penetrating through the chosen target and po-
tentially striking multiple creatures, provided they
are in a straight line. Polished or reflective surfaces
can also redirect it, and it continues until it reaches
a non-reflective inanimate object. When struck by
this ray of hyper-focused light, your target suffers 6
damage that ignores armor and they are Blinded for
30 seconds, or three combat rounds.
HOUR 11: BEACON
We tend to think of light as a welcome thing—a source
of safety and warmth to which we can flee when every-
thing else has gone awry. For those who have mastered
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 THE MIDNIGHT WORLD
this Manifestation, though, that very same nurturing
ray can become a weapon too fiery for their opponents
to gaze upon. They can briefly transubstantiate their
entire physical form into pure light, using it like a
flaming whip to incinerate victims.
To invoke this Manifestation, add 6 Minutes to your
character’s Midnight Clock and declare their inten-
tion to the Director. For 30 seconds or three combat
rounds, your character gains the Incorporeal Condi-
tion and emits a terrific and fiercely hot light. They
gain total immunity to physical damage, and each
round, they may choose one target within 40 feet. That
target suffers 6 damage that ignores armor and the
Burning (3) Condition as violent bursts of crackling
fire arc between the target and your character. You
may choose the same target each round that this
power is active.
STELLAR INVOCATION
Manifestations under the Stellar Invocation theme
create a momentary metaphysical bridge between
the practitioner and the living core of a sentient star.
Those who wield these powers can release them in
explosive flashes of nuclear light, eventually learning
to cause the very atoms around them to take on the
mantle of dying suns.
HOUR 1: CORONAL FLASH
You have manifested the reflexive capability to daze
your attackers. When someone targets you, you can
CHAPTER 4: DREAD MANIFESTATIONS
emit a short, directed flare of intense solar light. The
flash isn’t enough to cause any lasting harm to an
opponent, but it’s certainly powerful enough to cause
them to miss their intended mark.
110
When an opponent targets your character in combat,
but before they make their attack check, announce
your intent to use Coronal Flash and add 1 Minute
to your character’s Midnight Clock. The attacker
cannot use Aptitudes to upgrade skill dice for their
next combat action.
HOUR 3: SOLAR FLARE
The sun blesses us; without it, life could not flourish on
this Earth. Still, our star is a terribly destructive force
that feeds on constant fiery annihilation. Those Touched
who have learned to channel that power manipulate
the energy of solar plasma itself. Wielding the power
of a matter state normally never seen on Earth, you
can target your enemies with an unerring blast that
no armor can stop.
To use Solar Flare, choose a target and add 2 Minutes
to your character’s Midnight Clock. A searing beam
of plasma emits from their palm and unerringly slams
into the target. You do not need to make an attack
check. The target suffers 3 damage that cannot be
reduced by armor.
HOUR 5: QUARK PULSE
Sometimes the best explanation we have for malfunc-
tioning equipment is to blame the effects on “solar
flares.” By replicating the electromagnetic frequencies
given off during these cosmic events, you can create
similar results in a far more targeted, localized, and
devastating way, permanently frying the circuitry on
a piece of delicate electronic equipment.
To use Quark Pulse, add 3 Minutes to your character’s
Midnight Clock to permit them to emit a pulse of
electromagnetic energy that renders any one piece of

mundane electronic equipment or machinery in their
line of sight permanently useless. Even expert attempts
to repair the object will fail unless the components
are completely replaced; the internal circuitry and
gaskets are irretrievably destroyed.
HOUR 7: DAZZLE
As children, nearly all of us were admonished against
starting directly at the sun. We were warned that do-
ing so could damage our eyes, and in some cases, the
brain itself. Nonetheless (or, in fact, because of these
cautions), almost everyone has taken a quick glance
at our star. Practitioners of this Manifestation have
learned to go a step further, subjecting anyone they so
choose to an instant and merciless vision of the sun
only inches from their eyes.
To use Dazzle, add 4 Minutes to your character’s Mid-
night Clock and choose any number of targets that are
currently able to see or hear your character. The targets
gain the Dazed Condition as a fiery but immaterial
ball of solar plasma manifests directly in front of their
eyes. They remain Dazed until the beginning of their
next turn. Any damage done to a target Dazed in this
manner causes them to immediately return to their
senses. Additionally, make a single opposed skill check
using your character’s Acumen and Manipulation
[Occult] against your targets’ Resilience and Mettle
[Tenacity]. Any opponent that fails this check suffers
the Blinded Condition. This Condition persists until
healed or removed, and it does not abate over time.
Creatures that are immune to the Blinded Condition
automatically succeed on the check.
HOUR 9: SUPERNOVA
Stars exist on an awful precipice, sustaining their own
existence by slowly devouring themselves in a delicate
ballet conducted over billions of years. Eventually, when
no more fuel remains to churn its ever-ravenous internal
reactor, a star explodes with force that is nearly incom-
prehensible to the fragile human mind. Some Touched
have developed the ability to tap into those energies,
creating a momentary bridge that channels the power
of a dying sun through their own outstretched arms.
To use Supernova, add 5 Minutes to your charac-
ter’s Midnight Clock. They become the focal point
of a small-scale stellar explosion. A brief pulse of
intense white light incinerates anything within 15
feet that is not immune to heat or behind cover that
can sufficiently withstand momentary exposure to
THE MIDNIGHT WORLD
several thousand degrees Kelvin. All creatures in
range without these protections immediately suffer
6 damage, ignoring armor. If this Manifestation kills
a creature, it reduces to a fine, black ash.
HOUR 11: SINGULARITY
The aftermath of a supernova is even more bizarre than
that celestial event itself. Instead of spreading forever
into the void, the matter expelled in the explosion can
sometimes collapse back in on itself, creating a pinpoint
of mass so incredibly dense that it shreds and consumes
all matter around it. These black holes are by far the
largest and most destructive phenomena in this uni-
verse. Certain Touched have developed the awful ability
to replicate a tiny fraction of this incredible power.
Invoking this Manifestation requires adding 6 Minutes
to your character’s Midnight Clock and designating
a location they can clearly see. At the chosen point,
your character manifests a small, localized black
hole with a radius of up to 40 feet. This Singularity
completely obliterates any structures and causes 8
damage per round that cannot be mitigated to any
targets you choose in its area. The effect lasts for 30
seconds or three combat rounds, or until you either
perish or dismiss it.
Note that an active Singularity doesn’t share all of the
characteristics of its celestial counterparts. Victims
who are caught in a usage of this Manifestation are
able to attempt escape; the Singularity doesn’t pull
CHAPTER 4: DREAD MANIFESTATIONS
them back in.
TEMPORAL ADEPT
Temporal energy is just like any other, and to those who
have learned to wield the Manifestations in the Temporal
Adept theme, time can be as malleable as gold. They’re
able to peer through the mists that normally obscure
the future and distant past. When pressed, some users
can divert or interrupt the chains of cause and effect
that help our reality make sense to us. Eventually, true
masters of this theme can even stop the flow of time
completely with nothing more than their focused will.
HOUR 1: JANUS’S GAZE
Your first run-in with the things from Beyond somehow
bestowed on you the peculiar capability to observe any
moment along a specific object’s timeline. By making
physical contact with a target, you can pinpoint an event
of your choosing in either its past or future, and briefly
perceive its vague temporal outline.
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 THE MIDNIGHT WORLD
To use Janus’s Gaze, your character only needs to
touch their target and add 1 Minute to their Midnight
Clock, as you declare your intent to the Director.
You may then ask a single question that begins with
“When…”. Simple questions, such as “When was this
urn created?” tend to be the easiest for the Director
to answer. However, you are certainly permitted to
ask more complex questions, such as “When does
this person die?” It is worth noting that your Director
can only give their best guess when asked questions
regarding the future. Events to come aren’t yet writ-
ten, and thus actions taken in the game may alter the
outcomes predicted by Janus’s Gaze.
HOUR 3: CHRONO-STUTTER
One of the most concrete rules of our reality is the
famed Arrow of Time. For whatever reason, time in
this universe seems to follow a clear, linear progres-
sion from start to end. Those who have uncovered
this Manifestation are no longer bound by this rule,
though. By introducing a momentary recalculation
in the metaphysical engine that dictates chronological
order, a Touched invoking Chrono-Stutter can cause
one physical action to occur twice, simultaneously.
When making an attack check, you may add 2 Min-
utes to your character’s Midnight Clock to double
the effectiveness of their attempt. Each hit rolled on
the check functionally counts twice. These hits can
stack with additional hits from other sources. Chro-
no-Stutter may be used reflexively, meaning that you
CHAPTER 4: DREAD MANIFESTATIONS
may choose to activate this Manifestation after you
have seen the results of your attack check.
HOUR 5: INSTANTANEOUS ARRIVAL
The most crucial – and scarce – resource during any
crisis is time. You need time to plan, to gather necessary
items, and to travel to and from important places. For
Touched who have achieved this level of mastery over
temporal flow, at least one of those considerations is
moot. By manipulating your own timeline, you can
circumvent the tediousness of overland travel. Instead,
you can simply translocate to any place you have ever
been…or ever will go.
When your character invokes this Manifestation, add
3 Minutes to their Midnight Clock to teleport them
and up to two willing participants to a place your
character has either been before or can reasonably
argue that they are eventually going to visit. Because
this Manifestation’s nature is temporal instead of spa-
tial, there is no chance that a character may arrive at
112
a point in space they didn’t intend, such as a within
a wall or floor. However, as with other usages of the
Temporal Adept theme, the future is uncertain. An
attempt to land in a specific location that you hope
your character will eventually go may well be stymied
by events that you cannot yet perceive.
HOUR 7: IN ILLO TEMPORE
The most studious ritualists know that there is a sacred
time before time, a separate and distinct chronology in
which the holy can exist unimpeded by the restrictions
of material space. Secular scholars among the Touched
know this phenomenon too, but posit that it isn’t so
much a divine bubble as a peculiar wave function of
space-time that exists outside of the multiverse itself.
Regardless of their religious preference, wielders of this
Manifestation can briefly use this corridor to perceive
events of the distant past or hazy future.
Your character adds 4 Minutes to their Midnight
Clock and can perceive any window in time they
choose up to one minute in length. The chosen
moment presents itself to the user as a clear and
discernable vision, as if they were present for the
event. Future events, as they have yet to take place,
may be subject to change if circumstances change
prior to their occurrence. This vision is merely a
glimpse through the corridors of time and does not
physically place the user in that location or moment.
Thus, the user cannot interact with their surroundings
in any way, and they are undetectable to any people
or creatures there unless those beings are capable of
perceiving across temporal streams.
HOUR 9: EXISTENTIAL DISPLACEMENT
Even among the world’s most renowned physicists, time
is a subject of intense mystery. Theories abound to ex-
plain the many curiosities surrounding it, its beginnings,
and what its eventual end may look like. Among the
strangest of these theories is that the multiverse is only
one set of alternate realities that exist. Some speculate
that there are also an infinite number of timelines, each
independent and just out of sync from all others. The
existence of this Manifestation provides some evidence
supporting this idea. Touched who use it can briefly
shove a target between two of these timelines, isolating
them from the events around them.
By adding 5 Minutes to their Midnight Clock and
choosing a target that they can see, your character
desynchronizes their victim from the prime timeline.
They are shunted from their current position into
 THE MIDNIGHT WORLD

existence in the micro-seconds before or after the

rest of their inhabited reality. Living targets suffer
both the Incorporeal and Muffled Conditions for 30
seconds, or three combat rounds. During this time,
they may move freely, pass through solid objects at
will, and perceive all the events occurring in the prime
timeline. However, they are completely imperceptible
by any means to any character that doesn’t possess at
least one Manifestation in the Temporal Adept theme.
Characters that do possess the requisite Manifestation
can see, hear, and communicate with the target clearly,
but are nonetheless incapable of using powers on
them or physically interacting with them in any way
unless using Existential Displacement themselves to
return the target to their original time.

Objects displaced in this way remain displaced until

the power ends or they are retrieved with another
usage of it. Displaced objects and creatures can still
perceive and interact with each other.

HOUR 11: HALT THE MARCH

In the grand symphony of time, all drums beat together
to form a particular rhythm. This monumental song
has a predictable course. From the moment the melody
begins, each subsequent note plays according to a strict
score until the final percussion sounds and the timeline
collapses and closes. This Manifestation allows its user to
briefly become the conductor, pulling certain segments
of time completely out of the relativistic landscape and
into a brief, but infinite, moment.

CHAPTER 4: DREAD MANIFESTATIONS

By adding 6 Minutes to your character’s Midnight
Clock, they can manifestly control the timestream
in their immediate vicinity. For one scene, they can
stop time completely within a 40-foot radius centered
on them. Your character may choose any number of
targets to exclude from this effect. For the duration,
everything stopped this way is frozen in place and
immune to interaction of any kind. Attacks clang
harmlessly off skin that is functionally harder than
diamond, and mental commands fall uselessly into
an empty mind. Those free from this effect can
move, act, and be harmed normally. This effect
remains centered on you for its duration.

THOUGHT CONTROL
Manifestations of the Thought Control theme allow
the Touched who wield them to manipulate the
brain’s electrical activity. Some practitioners learn
to control their own neural oscillations, allow-
ing them to process thoughts at speeds orders of

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 THE MIDNIGHT WORLD
magnitude higher than their peers. Others learn to
act as central links for large networks of telepathic
communication. While none of the powers in this
theme can interrupt a cognizant creature’s ability to
think freely, the most potent of its Manifestations
allow a user to reprogram the very capabilities on
which a target has come to rely.
HOUR 1: REFLEXIVE COGNITION
You can capture a target’s beta-waves during critical
moments, autonomously incorporating their thoughts
into your plan of action. As your opponent moves out
of harm’s way, you are already adjusting your aim to
the place they have unconsciously decided to go. Even
the most agile fighters find it difficult to anticipate
your attacks.
After you have rolled an attack check, but before
your opponent has rolled their reaction, you may
declare your intent to use Reflexive Cognition. Your
opponent cannot apply Aptitude upgrades to skill
dice defending against your character’s attack. Each
usage of Reflexive Cognition adds 1 Minute to your
character’s Midnight Clock.
HOUR 3: DOUBLETHINK
The self is a curious thing. Some physicists believe that
it is an expression of the quantum universe, poetically
describing independent human thought as “the way the
universe asks questions about itself.” Perhaps even more
intriguing is that cosmic forces link every iteration of a
CHAPTER 4: DREAD MANIFESTATIONS
single person’s mind across the multiverse. Touched that
have discovered the ability to Doublethink can reach
out to those infinite other selves and borrow fragments
of the processing power their minds share.
When making any skill check involving your char-
acter’s mental prowess, they may add 2 Minutes to
their Midnight Clock to activate Doublethink. Once
activated, this Manifestation doubles the effectiveness
of that skill check, effectively making each hit count
twice. Your character may activate this Manifestation
reflexively, so it is often beneficial to wait until you
have seen the outcome of your roll before deciding
to use it.
HOUR 5: PSYCHIC NEXUS
Nothing is more critical when conducting large-scale
operations than the ability to quickly and cleanly com-
municate with all members of a team. Practitioners
of this Manifestation are well aware of this need and
have focused their understanding of the human mind
114
to a nearly incomprehensible level. By tapping into
the infinite network of universal consciousness, they’re
able to create networks of telepathic communication.
Of course, their ability to push past the barriers that
hold minds distinct from one another has darker uses
for those of malevolent intent.
To activate Psychic Nexus, add 3 Minutes to your
character’s Midnight Clock. For the rest of the scene,
they can both receive and project the unspoken
thoughts of any willing target in line of sight, or with
whom they are personally familiar. This Manifesta-
tion is highly selective, meaning that your character
can functionally establish “thought networks” that
allow for silent and instant communication between
team members, while excluding the intrusive ideas
of individuals the user didn’t mean to include. There
isn’t a specific limit on the number of people that can
be added to these networks, but keep in mind that
your character, as the central hub, relays all com-
munications. Thus, extremely large networks may
cause undue stress to your character’s mind and will
likely suffer from significant delays, as your character
receives, decodes, and transmits each message to its
intended recipient.
Your character can also focus Psychic Nexus directly
against an unwilling target to communicate mentally
or extract information. In this case, make an opposed
Acumen and Wit [Psychology] skill check against
your target’s Acumen and Toughness [Centering]. If
you win the skill check, your character may converse
with the target through thought alone, or pry out the
answer to a single question the victim doesn’t want
to provide.
HOUR 7: LETHE’S CROSSING
Ancient Greek mythology states that the river Lethe
lies deep in the land of the dead. Even a sip from its
frigid waters would cause total amnesia, stripping all a
soul’s memories and carrying them downstream. Some
among the Touched have learned to take control of a
small portion of that power, effectively giving them the
ability to create or alter the narratives in other people’s
minds with nothing more than a touch.
To invoke Lethe’s Crossing, add 4 Minutes to your
character’s Midnight Clock as they touch a sentient
creature to peer into their mind. Your character may
create, remove, or alter any one memory of your
choice. If the target is Touched or associated with a
Dread Being, make a contested Skill Check using your

character’s Acumen and Manipulation [Psychology]
versus their Intuition and Mettle [Centering]. If you
win this check, the creature does not notice a missing
memory and believes any altered or created memory
to have always been true with no awareness of your
character’s influence.
If the target wins the check, the memory still changes,
but the target knows that their mind has been invad-
ed. For 10 seconds, or one combat round, they suffer
the Confused Condition as their mind tries to parse
obviously incorrect information.
Afterwards, they can’t recall the specifics of the orig-
inal memory, but question some or all of the replace-
ment’s veracity.
HOUR 9: SYNAPTIC RECONFIGURATION
If the human body is akin to a machine, then the brain
is certainly the central system that controls its function.
Like an incredibly complicated computer, it generates
and distributes electrical signals throughout the body’s
branching neural paths to create sensation, movement,
and all the activity required by life. Just like any other
computer, the brain is vulnerable to skilled technicians
who know how to reprogram its basic applications.
To use Synaptic Configuration, add 5 Minutes to your
character’s Midnight Clock and choose a target they
can see. Your character can then alter any one of either
their Acumen, Charisma, or Intuition scores. You
may alter this Attribute however you see fit, though
you may not decrease it below rank 1 or increase it
above 5. The effects of Synaptic Reconfiguration are
permanent. Once a target has been affected by this
Manifestation, their other Attributes cannot be tar-
geted by Synaptic Reconfiguration, whether by your
character or another.
HOUR 11: MAESTRO
Consciousness exists like a magnetic field around the
brain. It’s an accumulation of energy that we barely
comprehend. We know we exist, and for many, that’s
enough. But for you, you now can reach beyond the
self and expand your consciousness into other physical
bodies. This power allows you to become a puppeteer,
jiggling the strings of other minds within your psychic
reach. You are a commanding force for motivation,
drawing others to greater skill, or also a psychic bully
capable of driving others into the ground and impeding
their attempts at any action.
THE MIDNIGHT WORLD
To invoke this Manifestation, add 6 Minutes to your
character’s Midnight Clock and choose a target in
their line of sight. You may choose to either enhance
or hinder the target’s ability to mentally access the Ap-
titudes that they’ve learned. If you choose to enhance
the target, for the remainder of the scene they may
roll d8s on all skill checks, regardless of any Aptitudes
they may have. In addition, they treat every check as
though they have an applicable Specialization.
If, instead, you choose to hinder the target, they im-
mediately gain 3d4 Distress dice that must be rolled
on every skill check for the remainder of the scene.
These Distress dice cannot be reduced in any way, and
they can cause a target to have more than the max-
imum of 5d4 Distress dice. Further, the target loses
access to all Aptitudes for the remainder of the scene.
VITAL TOUCH
Truthfully, Dread Manifestations have relatively ag-
nostic morality. Though many are inherently de-
structive, they aren’t necessarily ‘good’ or ‘evil,’ so
much as they are tools that the Touched can use to
reweave the threads of the cosmos. Practitioners of
the Vital Touch theme, though, are hard-pressed
to use its powers for ill. By literally rebalancing the
natural processes of healing, users can heal injuries,
mend wounds, and calm turbulent minds. To the
most powerful among them, death itself is little more
than a temporary inconvenience.
CHAPTER 4: DREAD MANIFESTATIONS
HOUR 1: SOOTHE
As one of the Touched, you have become a member in
a painfully exclusive club. Unlike others, though, you
have a keen insight into the condition’s peculiarities.
By spending some time observing your peers, you’re
able to identify and relieve the effects of supernatural
distress they may accumulate during tense situations.
To use Soothe, add 1 Minute to your character’s
Midnight Clock as they observe another Touched
character for 10 seconds, or one combat round. At
the end of the round, the target may roll all of their
accrued Distress dice and reduce their Minute Hand
as if they had engaged in their Solace Trigger. If they
are actively engaging in their Solace Trigger, they
roll the check twice and reduce Minutes accordingly.
HOUR 3: HEALING CASCADE
Every living thing heals. In most organisms, the process
is relatively slow. The body must ration resources that
allow it to continue normal function, while also rebuild-
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 THE MIDNIGHT WORLD

ing the injured structures. With this Manifestation,

though, the mind overcomes those safety mechanisms,
precipitously speeding healing. This immediate regen-
eration is often horrific, as the body knits back together
in a spectacular fashion, rapidly regrowing parts that
normally take days or even months to heal.

When activating Healing Cascade, add 2 Minutes

to your character’s Midnight Clock. Your character
instantaneously restores 4 Health to a target they can
see. Your character may use this Manifestation on
themself. Note that Healing Cascade only restores
Health; it does not cure Conditions or Wounds.

HOUR 5: CONVALESCE
Life, growth, and healing are held in a precarious
balance. Practitioners of Vital Touch Manifestations
keenly understand this. The especially skilled among
them can focus their understanding of life and
growth to force another’s body to heal in tremendous
ways. Injuries seal together with a thought, and new
wounds seem to fade faster than they are inflicted.
This Manifestation can even restore function to
body parts thought forever destroyed. Eyes regain
sight, and limbs regrow when someone is subjected
to the raw power of Convalesce.

To use Convalesce, add 3 Minutes to your character’s

Midnight Clock and choose a target in their line of
sight. Your target regains 2 Health every 10 seconds
for the next 60 seconds, or per round for the next
CHAPTER 4: DREAD MANIFESTATIONS

six rounds. They cannot go above their maximum

health level, but hitting this cap does not cause the
effect to end. Rather, they continue to heal 2 Health
at the beginning of their turn, effectively countering
new sources of damage.

Alternatively, you may forego this healing and choose

to instantly remove one Wound affecting the target.
Note that usages of Convalesce can be horrifying
to observe for those unfamiliar with the power, as
gaping wounds seal themselves in moments and
severed limbs rapidly and painfully regrow. At the
Director’s discretion, such gruesome sights may cause
witnesses to add Minutes to their Midnight Clocks
if they aren’t prepared for what they’re about to see.

HOUR 7: STAFF OF ASKLEPIOS

For eons, the rod and serpent have been associated
with healing and medicine. Many healers have car-
ried some representation of this symbol, from the
spears carried by Roman medici to the lapel pins

116

worn by many modern paramedics and physicians.
As with all symbols, though, the Staff of Asklepios’s
origins are rooted in very real power. Advanced
practitioners of Vital Touch have regained access to
this energy and can imbue physical tokens with a
fraction of it.
By adding 4 Minutes to your character’s Midnight
Clock as they spend a minute in deep, uninter-
rupted meditation, your character can focus the
raw power of the Overgrowth into a small physical
talisman. This talisman can be anything you’d like,
though many practitioners of Vital Touch carry
pewter representations of the rod and serpent.
Once imbued, your character can keep these
items on their person or give them to anyone they
choose. Should the bearer of a Staff of Asklepios fall
to zero Health at any time, the talisman shatters into
pieces and releases all of its stored power, returning
the bearer to full Health, removing any Conditions
they may have, and removing a single Wound.
Your character can only sustain one active Staff of
Asklepios at a time.
HOUR 9: RESTORATIVE RAIN
It is no coincidence that nearly every culture in human
history has included a myth about healing pools. In
some stories, they’re described as crystal blue ponds
that can cure the sick and heal the infirm. In others,
they’re breathtaking golden fountains where fragrant
waters might restore a convalescent’s very youth. This
Manifestation draws on those mystical sources to cre-
ate a cool, soothing rain that heals all but the most
grievous of injuries.
To invoke this Manifestation, add 5 Minutes to your
character’s Midnight Clock and select any num-
ber of targets they can see, which may not include
themself. A gentle rain shower forms directly above
them, falling through any barrier that would oth-
erwise keep them dry. For each target, the rain
restores 4 Health, cures all Conditions, and re-
moves up to 4 Minutes from their Midnight Clock.
HOUR 11: THE LAZARUS WORD
Ultimately, life is a natural process just like any other.
It requires certain conditions, it consumes and expels
certain energies, and it progresses in a predictable way
to those who have mastered their understanding of it.
Practitioners of Vital Touch have long known this simple
truth, and they have turned it to their advantage to
THE MIDNIGHT WORLD
provide convalescence to the ill and injured. Masters
of this path, though, are capable of far more potent
applications of its power. By reallocating the energies
within a body, they can prevent death and even restore
life, regardless of a corpse’s condition.
Such is your character’s mastery of life, that they may
add 6 Minutes to their Midnight Clock to snatch
targets of their choice from the jaws of death. All
targets you designate within 40 feet of your character
are immediately restored to full health, cured of all
Conditions, and may choose to remove any number
of Wounds. This Manifestation is so potent, it can be
used while your character is incapacitated, or even
reflexively when unconscious.
Alternatively, your character may choose to resurrect
a single target that has been dead for any length of
time and for any reason. Your character restores the
target to any age or state of health, as your character
sees fit. Note that there may be consequences for
this dramatic application. If your character finds her
corpse, for example, they could return our ancestral
Eve to life, but the world may not be ready for the
revelations that action might cause.
VOID MIND
In the darkest recesses of the multiverse, where no
light or sound penetrates, HagYe dances madly in
glorious isolation. With its perception uncluttered
by matter, it can sense the distant truth about its
CHAPTER 4: DREAD MANIFESTATIONS
sibling Beyonders. Touched who wield powers from
the Void Mind theme can grasp the tiniest thread of
this insight, giving many of them the ability to sense
and manipulate the faint lines of Dread Power left in
the wake of such awful entities. Eventually these users
can invoke the inconceivable black of the void itself,
pulling creatures from it or turning it like a depthless
mirror towards the minds of hapless victims.
HOUR 1: DUSK SIGHT
All of the Touched share a sensitivity towards perceiving
Dread Power when it appears in The Midnight World.
Even so, that sense is muddy and imprecise, more of a
gut feeling than a reliable source of information. But
you have honed your understanding of this sensation.
When the talons of the things Beyond rake into this
reality, you can clearly see the almost-imperceptible
threads of energy they leave behind.
Any time your character suspects that power con-
nected to the Beyond is in play, you may declare the
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 THE MIDNIGHT WORLD
intent to use Dusk Sight and add 1 Minute to their
Midnight Clock. Your character can then immedi-
ately perceive Servitors, Egregoroi, and even cultists
as marked by the Sigil of the Dread Being they serve.
While your character may not necessarily recognize
specific Sigils, they can sense them well enough that
they might be able to remember them later or jot
them down for further research. Additionally, your
character can identify the theme of any Dread Man-
ifestations they witness in use, even if they’ve never
seen that Manifestation before.
HOUR 3: DEVIL SIGN
The trained eye can recognize each Beyonder by a
specific Sigil, a pattern of Dread energy unique to
their home universe and the power they wield. By ex-
erting strict control over their servants on this plane,
they likewise confer that mark to them. Touched who
have discovered this Manifestation can co-opt one of
these signs and cloak themselves in it, thus appearing
superficially to be in service to the Beyond.
By adding 2 Minutes to your character’s Midnight
Clock, they metaphysically brand themself with the
mystical Sigil of a Dread Being. The Sigil may be one
with which your character is familiar, such as through
the usage of Dusk Sight or occult research, but they
can also simply mimic the Dread Power oozing from
any creature that they observe.
This power does not confer any special knowledge of
CHAPTER 4: DREAD MANIFESTATIONS
the Sigil’s owner. Likewise, Devil Sign doesn’t prevent
Servitors or Egregoroi from carrying out their duties
or force them to accept your character’s commands.
Instead, they simply see your character as one of their
own and are vastly less likely to attack unprovoked.
Other characters can perceive your Devil Sign using
Manifestations such as Dusk Sight.
HOUR 5: WRACK
Like a viscous black sludge, trauma is difficult to dis-
lodge from the sensitive spaces in your mind. It clings
to every hidden corner of thought and expels droplets
of uncertainty and anxiety when you most need to keep
focus. Touched who have discovered this Manifestation
have learned to weaponize this toxic metaphysical
fluid. By pulling on powers from beyond the Veil, they
coat their weapons in the spiritual residue of trauma,
inflicting intense anguish upon victims of their strikes.
After resolving an attack check, you may add 3 Min-
utes to your character’s Midnight Clock. For every
118
point of damage the attack would have caused, the
target instead gains 1d4 Distress die, up to 5d4, that
must be rolled on their next action. Wrack cannot
cause a character to have more than the maximum
of 5d4 Distress dice. Wrack can affect creatures that
do not have a Midnight Clock; even those beings that
do not normally accrue Distress dice can be forced
to do so with this power. Wrack’s effects last for the
remainder of the scene, or until the victim takes an
action that requires a skill check.
HOUR 7: CONJURE SERVITOR
Lords among men do not busy themselves with the petty
duties of daily life. For them, such menial tasks are
better performed by a cadre of loyal servants who exist
only to serve their own preeminent will. Touched who
have discovered this Manifestation take this sentiment
literally. By isolating and externalizing a fragment of
their own will, they can create autonomous servants,
in much the same way as the Beyonders themselves.
To enact Conjure Servitor, add 4 Minutes to your
character’s Midnight Clock as they detail a task that
they would like completed. This task doesn’t need
to follow any specific format, but it does need to be
simple enough that an automaton-like Servitor can
comprehend it. “Defend me against all aggressors!”
would be fine, for instance, so long as your character
only intended the Servitor to engage hostile, physical
threats. It likely cannot understand tense social sit-
uations in which such aggressors might act without
violence, though. Even if it were able to understand
this nuance, its response to such indirect hostility
would almost certainly be to dismember the agitator,
as these beings have a very limited set of skills.
Once you have determined the set of commands your
character wants followed, they can call up a Minor
Servitor and imbue it with a small fraction of their
own will. This Servitor uses the Attributes and Skills
listed in the table below, and it has access to three
Aptitudes and a single Hour 1 Dread Manifestation
of your choosing. Since they are unable to spend
Minutes to activate these powers, they are instead
able to use them once per scene.
A Servitor conjured in this fashion acts on your
character’s initiative and can take any form you can
imagine, so long as it is no larger than a Saint Ber-
nard or smaller than a hummingbird. It lasts until
it is destroyed, dismissed, or until its task has been
completed.
 THE MIDNIGHT WORLD

COJURED SERVITOR
ATTRIBUTES SKILLS APTITUDES
Strength 4 Coordination 4 Reaction 2 Hand-to-Hand
Acumen 1 Intuition 1 Toughness 2 Tenacity
Charisma 1 Resilience 4 Vigilance 2 (Player Choice)
ATTACKS - Natural Weaponry: Damage Value 3 ARMOR - 2 HEALTH - 8
QUALITIES - (Player Choice)
DREAD QUALITIES - (Player Choice)
HOUR 1 MANIFESTATION - (Player Choice)

HOUR 9: THE GIFT OF PHOBOS
Fear is vastly more complex than the simple sensations
that it causes. It’s an evolutionary self-defense, a critical
set of physiological responses that support survival in
situations that might otherwise result in painful de-
mise. When properly harnessed, it can make a person
think faster, move with uncharacteristic grace, or even
display nearly superhuman feats of strength. It’s a del-
icate mechanism, though, and it can quickly become
catastrophically overwhelming if left unchecked. This
Manifestation allows those who have discovered it to
seize the reins of a target’s fear response, drowning them
in a flood of insecurity and indecision that can be lethal.
To grant the Gift of Phobos, add 5 Minutes to your
character’s Midnight Clock and choose a target. The
victim suffers a flood of sensations and anxieties
identical to those caused by immense terror. The
target’s Minute Hand immediately advances to 11,
of this Manifestation can bring it fully to the fore. In
so doing, they turn themselves into living avatars of
horror so profound that none can stand against them.
Your character adds 6 Minutes to their Midnight
Clock and erupts in a torrent of void energy. Choose
any number of targets that can perceive your char-
acter. Those targets are afflicted by a heart-stopping
supernatural fear. Mundane targets gain the Terrified
Condition and must immediately flee in an all-con-
suming panic. If they can identify your character,
they will never willingly be in their presence again.
Touched and other supernatural targets gain the
Terrified Condition as well, and while they do not
flee, they gain 5d4 Distress dice on any action taken
directly against your character for the remainder of
the scene. This Manifestation can cause a victim to
go above the normal limit of 5d4 Distress dice.

CHAPTER 4: DREAD MANIFESTATIONS

and all applicable Distress dice are added to their
checks until their Minute Hand can be reduced either
through Solace Triggers, Healing Manifestations, or
the increase of their Hour Hand.

If a creature without a Midnight Clock is subjected

to this Manifestation, they instead add 5d4 Distress
dice to all skill checks for the remainder of the scene.

HOUR 11: IT GAZES BACK

For all our feigned civility and poise, there is a feral part
of our mind built entirely for survival. This fragment
is incapable of higher reasoning, and it exists only to
kickstart the fight or flight reaction that keeps us alive
in a crisis. Even beneath that, there exists a depthless
well of terror, fear that freezes us in place and knocks
the breath out of our lungs when it rises. Some credit
a shared ancestral memory for this reaction. Others
suggest that it is borne of a cellular desperation to
survive. Regardless of its origins, though, practitioners

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120
THE MIDNIGHT WORLD
Darkness ripples. Its touch is cold. As the waters reach my lips, shapes unfurl, black upon black.

From the absence of light comes the essence of Not-Light. A petal-vortex of overwhelming void. Alive in an awareness cruci-
ble, it writhes. Scuttles. Licks my skin. Past my skin. To my bones. To beyond.

Trapped, immobile, I breathe it in. Void ripples up my nostrils, down my throat. Fills me. Gestates. And expands.

I become Void. And Void is ice.

Light seeps in, unwelcome, blinding. Faint light, but too much to bear. Shivering, I uncoil on the stone.

Void-chill runs in rivers down my face, trickles from my ears, pours from my nose. Cough. Buckle. Vomit darkness into
darkness.

Get up.

Void-voice scraping like iron nails.

Wipe the darkness from my mouth. Above me, light. Dim. Fading. Flickering. Through bars. Too high to reach. Too faint to see by.
My hands are bone-shapes chipped from ice. Sheened with pulsing luminescence.

Cramped limbs untangle, too many limbs, a spider’s limbs bent to impossible degrees.

Get up.

Slip and skate in frozen black. Hell-pins prickle bones and skin. Shuddering, shaking, try to stand. Four legs now. Two legs. Two
arms. Vertigo reeling in my skull. Not-Light flows on the edges of my sight. Up angles. Up walls.

Walls within a darkened cell.

A cell paved and shaped with ice, lit from distant glow above.

Wake up.

“I can’t.”

Wake up.

“I won’t.”

You will. We will you to.

Rocks underfoot. Sifting brush of rough weeds on scabby skin. A light. Two lights. One brightens. Turns toward me.

“Hello? Hello?” A man’s voice. His shape. “Holy shit – I found her.”

It’s not me they found, though. I’m not her. I never was.

My name is Void.

But they call me Jo.


CHAPTER 5 : DREAD BEINGS
WHAT ARE DREAD BEINGS?
The nature of Dread Beings is arguably the most
difficult concept to grasp in The Midnight World.
We’ve grown up with stories of monsters, after all,
and it’s easy enough to imagine that the Beyonders
are simply grander versions of the terrifying creatures
we already know. This understanding is not only sim-
plistic, though; it’s also dangerously reductionist. It
discourages appropriate respect for the scale of their
power and the intricacy of their aims.
The scary stories we share, even those about the most
frightening fiends, tend to stick to a rote formula. Some
abyssal entity appears and sets about fulfilling its dark
(but nonetheless relatable) purpose. It unleashes de-
struction and mayhem, and before long, a handful of
recalcitrant heroes arise to save the locals. The saviors
uncover the villain’s scheme, expose its weakness, and
gather for a showdown that seems doomed but will
ultimately tilt in their favor.
The structure is familiar because it works. Indeed, most
of The Midnight World’s stories follow it too—but the
antagonists of those tales aren’t Dread Beings. They’re
Servitors, or Egregoroi, or perhaps mortal servants.
They carry fragments of a Dread Being’s will, but they
are only peons in their parent entity’s grand design. The
most terrifyingly powerful among them represent but an
infinitesimal fraction of their patron’s might. Likewise,
while their agents on the material plane may suffer any
number of vulnerabilities, the Dread Beings themselves
are generally bereft of anything like a weakness. By all
measures that might make sense to a human, they’re
immortal, indestructible, and functionality unbeatable.
In words that a human mind can grasp, it’s most accu-
rate to describe the colossal Dread Beings as gods. This
metaphor still isn’t precisely on target (gods usually
have greater goals in mind than the fulfillment of their
own selfish desires), but it’s close enough in terms of
describing the Dread Beings’ reach and capabilities.
Like this description implies, the power these creatures
wield is so beyond the scope of human understanding
as to resemble omnipotence.
THE MIDNIGHT WORLD
Modern horror stories provide plenty of examples to
help you understand the distinction between petty
monsters and Dread Beings.
In the lore of A Nightmare on Elm Street, for instance,
the iconic Freddy Krueger isn’t a Dread Being. If
anything, he’s a Major Egregore who has been pains-
takingly constructed to serve the Dream Demons’
schemes. This collection of extraplanar fiends is
incapable of entering the waking world directly, and
it has thus sent Krueger to act as a bloody proxy of
its will. Through the egregious acts of their creation,
the Dream Demons hope to disrupt the Twilight Veil
enough that they might fully enter the physical realm,
and presumably conquer it.
The Cabin in the Woods provides an even better
example. In this instance, the Beyonders are barely
described at all. The only information we’re given is
that they’re ancient and avaricious. Should our lack
of devotion disrupt their careful plans, they will de-
stroy all life in the universe with barely a flick of their
titanic wrists. The Director leads a fanatic mortal cult
that uses an arsenal of monsters ranging from Minor
Servitors all the way up to ferocious Major Egregoroi
to exact the offerings the Dread Beings expect. This
film also shows us the truth of such cults; they may
do terrible things in service to their lords, but they
usually do so in the hopes of preserving reality as
we know it.
CHAPTER 5: DREAD BEINGS
SIGILS
Even in an infinite multiverse, creatures as grand in
scale as the Beyonders maintain some distinction
between them. No matter how similar two of them
may appear at first glance, any significant scrutiny
reveals subtle but vast contrasts in the energies they
wield and the marks their influence leaves on the
Twilight Veil. Over time, Touched who perceive the
metaphysical threads of Dread Power have learned
to simplify these signatures into something they
can catalog and refer back to when attempting to
identify a specific Dread Being’s work.
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 THE MIDNIGHT WORLD
Many such scholars sketch out simplistic line-draw-
ings of a Beyonder’s energy patterns, creating brand-
like logos. Others might learn to hum short melodies
that mimic the wave-form disruptions they cause. Still
others learn to identify a particular Dread Being’s
power with nothing more than intuition, simply
by the way its presence “feels” in this world. In any
case, once a character has identified a Sigil, they will
always understand any other representation of it.
Though they may primarily use a Beyonder’s logo,
for instance, they will generally recognize another
character’s description of that same entity’s auditory
presence.
These Sigils mark everything a Beyonder ever comes
into contact with. When a powerful Dread Manifes-
tation twists reality, the Dread Being that fuels it can
be sensed there. No matter how cleverly disguised,
Servitors and Egregoroi drip with their parent’s ener-
getic autograph. Even the Touched themselves bear a
wispy remembrance of the thing that scraped its claw
across them and set them down the path they’re on.
FRAGMENTS OF THE
BEYOND
Whether you’re just trying to wrap your head around
the Dread Beings or perhaps attempting to create a
unique one to fit your story, there are a few basic
building blocks that can help you. Much like your
character’s traumatic memory is broken down into
distinct prompts, the elements that make up a Dread
Being’s story are easy to reduce into digestible chunks.
These “Fragments of the Beyond” mirror a character’s
Memory Fragments. At a quick glance they are:
CHAPTER 5: DREAD BEINGs
• Plane of origin
A description of the Corpse Universe in which the
Dread Being formed.
• Path to transcendence
The reason and means by which they conquered
(and likely destroyed) their home.
• Aspect
How their form and powers manifest to an observ-
er.
• Goal
The reason they want to interact with The Mid-
night World.
124
• Servants
How their agents on the material plane appear and
behave.
PLANE OF ORIGIN
The bizarre pseudo-realities that birth Dread Beings
often provide a key to understanding the creatures
themselves. Just like their terrible children, these
Corpse Universes float somewhere out in the void,
perpetually stuck in the non-space between actual
and potential reality. As masters of these realms,
Beyonders behave in ways that only really make
sense within them. If one had been born in a universe
with no visible light spectrum, for instance, it might
not understand or account for the concept of sight.
Likewise, an entity that had conquered a reality in
which the laws of relativity didn’t function would
probably be able to travel across vast spaces without
effort. If you want to create your own Corpse Universe,
there’s an easy way to go about it. Simply imagine a
fundamental physical law that our reality could not
exist without, and break it.
PATH TO TRANSCENDENCE
As odd and inhospitable as Corpse Universes may
be, they often host countless entities that aren’t Dread
Beings. Beyonders weren’t just born in these dead
realities; they’ve conquered them. Their reasons and
their methods are all vastly different, but every single
one of them has become the unchallenged lord (and
frequently destroyer) of its home plane. When con-
sidering how to portray such a creature, it can help
to identify why and how it rose to prominence. As
you write your own creations, try to avoid ascribing
their intentions to sheer malice. This may be the case
sometimes, but the story is usually more complicated
than that. Sometimes, for instance, a Dread Being
was the only form of life in its native plane, and
it went insane from loneliness or boredom. Other
times, it may have subjugated all life in its realm in
a vain attempt to save it from some greater threat. In
any case, a Dread Being’s narrative will benefit from
being just as nuanced as that of any character in The
Midnight World.
ASPECT
There are a nearly limitless number of Dread Be-
ings, and no two of them are the same. Some are so
mind-bogglingly huge that they dwarf entire galaxies
and must feed on the energies emitted by the largest
black holes. Some exist on the nanoscale, gorging

themselves on subatomic chunks of much larger
molecules. A handful of them don’t have a single
body; instead, they are hive-intellects that control an
infinite number of unique forms. Still others have no
perceivable form at all, existing only in the frontal
lobes of creatures with the ability to imagine them. A
Beyonder’s aspect is its describable features, usually
its appearance and behavior. Don’t limit yourself
to narrow strokes when creating them, though. It’s
important to make them as grand and impossible as
you can to firmly cement the otherworldly power
they contain.
GOAL
Beyonders are widely variable, including their am-
bitions. There have been a handful of incredibly rare
moments when their purposes have vaguely aligned,
but this cooperation has almost always resulted from
chance instead of intent. The same is true when their
designs come into conflict; they almost certainly didn’t
deliberately cross swords with one another. The truth
is that, by their very nature, these entities are barely
capable of considering any needs outside of their own.
However disparate their desires may be, though, their
schemes always seem to bear a few distinct hallmarks.
• They are colossal in ambition.
Dread Beings make plans that are immense and
timeless in scope. In many cases, they initiated these
schemes long before any form of life inhabited the
planet we call Earth. Likewise, they often extend
well past the point when our orb will no longer be
hospitable to us. When creating aspirations for your
own Dread Beings, don’t limit yourself by considering
ideas that directly involve or affect mankind. Instead,
create vast, high-concept plans that ignore humanity’s
plight entirely.
• They unfold over eons, not decades.
Similarly, the final stages of a Beyonder’s plan aren’t
going to be enacted anytime soon. These entities are
THE MIDNIGHT WORLD
truly immortal, and many have been active since the
split seconds after the initial act of creation. As such,
they aren’t limited to paltry constructs like time.
They constantly work to progress their aims, but the
endgame generally remains millions of years from
coming to fruition. Resist the urge to create a goal
that your Dread Being might be able to reach in the
course of a story. Instead, outline a grand finale set
untold ages from now, with small dependent points
that must be achieved along the way.
• They are inherently destructive to human life.
No Dread Being wants to destroy mankind simply
for the sake of doing so. In fact, many of them have
developed a curious fondness for the infantile cogni-
zance that has taken root across the living universe.
Nonetheless, even their most well-intentioned goals
(and some of them are well-intentioned) are ultimately
cataclysmic to the indigenous life of physical reality.
When creating a goal for your Dread Being, be sure
to describe how the realization of its plan will nec-
essarily lead to the end of existence as we know it.
SERVANTS
In most cases, characters in The Midnight World will
never come into direct contact with a Dread Being.
Characters may perceive them briefly through the
Veil, or as part of some grim vision, but encounter-
ing something so grand and awful in person usually
spells the end of a character’s existence. It is common,
however, for the Touched to encounter the servants of
a Dread Being’s will. These creatures, simple-minded
Servitors, lethally intelligent Egregoroi, and mortal
supplicants, embody the majority of a Dread Being’s
impact on physical reality. As such, they often repre-
sent the whole of a character’s understanding of their
CHAPTER 5: DREAD BEINGS
parent entity. When creating servants, try to make
sure that they vaguely echo their Master’s aspect. Their
powers should resemble limited versions of the Dread
Being’s, and they should bear physical characteristics
that suggest their connection to the Beyond.
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126
THE MIDNIGHT WORLD

THE BURROWING CROWN
You may have seen them—people smiling at nothing
with distant, unblinking eyes. The man tunelessly
humming to himself on the bus two seats over just
keeps reading the same old newspaper day after day
with a dead stare and an empty smile. The woman
shopping in the same aisle grins and nods, but her
eyes lack focus and her gait calls to mind some kind
of scuttling insect. You try to make small talk by the
cereal, but her lids twitch, and she can only manage
to murmur how pleasant the weather has been lately.
There’s a silhouette of a person standing in the rain,
staring up at your apartment from the shadows of a
flickering streetlight. You watch them, and they watch
you back. Soon, you glance again, and they’re gone. You
put it out of your mind and move on with your night.
On each of these empty heads, you might make out the
faintest impression: a vague dun-colored line that rests
like a laurel atop a blank brow. This is the mark of the
Burrowing Crown, a gruesome creature that hides in the
deepest places of human awareness. It creates drones like
the ones you’ve encountered throughout the multiverse,
seeding all of creation with vectors of its endless collective
consciousness.
PLANE OF ORIGIN
From a distance, the Burrowing Crown’s realm seems
like our own. Stars light the night sky, each hosting a
system of planets. Some of these planets are hospitable
to living things, but most aren’t. Comets and other
celestial phenomena occur with the same frequency,
and the universe itself seems content to ignore the
sole form of life that now resides within it.
Every surface in this universe that can host life is covered
by it. Teeming hordes of many-legged creatures writhe
there: a single unified colony that exists only to serve the
Crown. While people from our universe would identify
these creatures as insects, a close inspection of their
anatomy defies this classification. Instead of pincers,
some have humanoid hands with opposable thumbs.
Others have evolved eyes that closely resemble those of
more advanced organisms. No matter what they look
like, though, all the Crown’s brood are linked to her
infinite and expanding mind.
THE MIDNIGHT WORLD
PATH TO TRANSCENDENCE
The Burrowing Crown began its transcendence as a
unique form of myriapoda that evolved to form colony
units much like ants, bees, and termites. Each colony ex-
isted to serve its queen—a singular member of its species
capable of producing eggs. As the millennia passed, the
Burrowing Crown’s homeworld experienced a shift in
its population. The dominant life form on the surface of
the planet began to need more and more space. Instead
of attempting to address their unsustainable population
growth, these creatures chose to simply annex the places
claimed by what they considered lesser life forms.
In response, as the colonies faced more and more
intruders in their homes, they turned to their most
powerful asset: an ability to create evolutionary
offshoots almost instantly. As the world above them
expanded, the species changed. Within a few gener-
ations, the once-disparate colonies unified. Queen
battled queen, not with any sort of malice, but with
a dispassionate necessity to identify and eliminate
weakness. Each monarch that fell became nutrition
for the victor. With each victory, the surviving queens
became stronger, their mass and evolutionary capa-
bilities growing more and more outrageous. From
the corpses of her sisters, the final queen rose and
began producing a new generation of her species.
With her brood finally strong enough and unified
under her control, the queen sent her children out
to seize the surface world.
CHAPTER 5: DREAD BEINGS
They poured out of the hidden places of the Earth,
sneaking into their enemies’ homes. They waited until
the giants slept, unaware and under the covers of their
supposedly safe beds. Striking in unison, they dug
their needle-like forcipules deep into their enemies’
spinal cords. The venom acted quickly, burning away
the parts of the brain that would allow their new host
to fight back. When the process was complete, their
hosts were left physically unharmed and mentally
linked to the queen’s hive. The unimportant parts
of their minds, such as their personality and hopes,
were tossed away to be buried and forgotten. The rest,
those bits of information that might be important to
the Crown’s continued survival, were taken and stored
within the larger neural network she had created.
127
 THE MIDNIGHT WORLD
With each mind, the queen’s power grew, as did
her brood and the hosts that carried them. Soon
the world was hers, and she was finally at rest. It
wasn’t long, though, before sentient beings from
other worlds in her universe began to threaten her
brood in much the same way her erstwhile enemies
had. While these alien threats painstakingly worked
out means to travel to her from their homes many
light years away, The Burrowing Crown turned the
processing power of every mind under her control
towards the same problem. Before other races could
even get off the drawing board, plagues of digging
parasites already sped through the cosmos to them.
Before long, these threats were conquered too. With
the sum of her entire universe’s mental energy under
her control, the queen entered chrysalis. It is there
that she dreams of other threats, beings outside of
her home universe, that must be brought to heel for
the good of the hive.
GOAL
The only way to guarantee the colony’s continued
survival is to completely absorb every independent
intellect within the multiverse. Once these minds
are connected, all life can be united under a single,
peaceful purpose. There will be no more war, no
more need, and no more unnecessary death. The
Burrowing Crown seeks to create a utopian multi-
verse where all needs are met and all hands help lift.
Unfortunately, this goal means that concepts such
as “personal identity,” “private thought,” and even
“bodily autonomy” must fall by the wayside. The
Crown is sentient herself, and she understands that
the transition won’t be easily accepted by her new
subjects. If they’d prefer to end their consciousness-
CHAPTER 5: DREAD BEINGs
es instead of joining hers, she’s more than generous
enough to assist them.
ASPECT
The few who have been able to view the Burrowing
Crown through divinations report having seen a co-
lossal, segmented arthropod. Like a gargantuan grub,
it undulates in the ruins of what might have been a
human city. Across its massive body, electrical signals
fire constant streams of brilliant blue light. Around it,
billions of wriggling things mill, each clacking some
bizarre form of communication.
It’s a frightening vision, to be sure, and it isn’t even
wholly accurate. While the thing these visionaries have
witnessed is the Burrowing Crown, so too are all the
128
tiny creatures skittering beneath it. This is only one
city on one world; the Burrowing Crown is infinite.
SERVANTS
The Burrowing Crown is made up of a vast colony
of arthropods dedicated to serving and empowering
the hive. Beyond the workers and the specialists who
tend to the queen and her eggs, the Burrowing Crown
boasts a number of creatures that have been bred to
accomplish distinct tasks for the colony.
Hunters are specialists dedicated to seeking out new
intelligent lifeforms and marking them with distinct
pheromones meant to attract the attention of Harvest-
ers. Hunters are the smallest of the brood, growing
to be no longer than an inch, and they appear to the
untrained as mundane centipedes. They have a distinct
blue tint to their carapace, however, with long spindly
purple legs and antenna. Harvesters are much larger,
about a foot long in length, with powerful sharp legs
and mandibles.
While the Hunters and Harvesters do their work,
the colony must protect itself and its queen. To do
so, the queen has bred her Soldiers into massive
chitinous monstrosities. The size of small cars, these
armor-plated killing machines can burrow their way
through concrete and steel. Unlike the drones usually
seen in colonies of lower life forms, these Egregoroi
are deviously intelligent, able to devise and enact
clever traps for their enemies.
While a handful of mortals in The Midnight World
serve the Burrowing Crown independently, the sub-
stantial majority of her devotees belong to the Thought
Wardens. These brilliant scientists, researchers, and
philosophers are fully aware of their benefactor’s na-
ture. However, they believe that human destruction
isn’t necessary to fulfill her aims. Instead, they offer
a way to nullify any threat humanity might pose to
her…by linking their minds to hers, they offer her the
ability to monitor and influence human development
on this plane.

GNOMONIA, THE MURDEROUS
FATE
Throughout history, many human cultures have
paid reverence to the concept of destiny. Often,
they personify this idea as a trio of elderly women
who bear the solemn responsibility to weave the
tapestry of reality. Each thread represents a mor-
tal’s life, and the deft hands of these unknowable
entities introduce a singular person’s thread, draw
it out, and eventually cut it.
Among the Touched, most scholars believe that
these fanciful stories are not simple metaphors
crafted by early Europeans. Instead, they are actual
tales about a Beyonder known as Gnomonia.
PLANE OF ORIGIN
Gnomonia’s home is unique—it wasn’t born as a
Corpse Universe. In fact, until the events that led
to her supremacy, her reality was like any other.
The natural laws that governed it were consistent
(though, perhaps a bit strange by our standards),
and it thrived with intelligent life and culture.
Nothing could have survived what Gnomonia
would become, though. As her control over destiny
became absolute, her constant meddling caused
catastrophic injury to the timeline. Initially, she
was concerned about the damage and even attempt-
ed to repair it where she could. When it became
clear that the arrow of time stood in the way of
her ambitions, though, she simply dispensed with
chronological order altogether.
Now, her universe is a nonsensical jumble of events
happening either all at once, or never at all. Memory
plays out the same as forethought, and history and fu-
ture are free to intermingle on an unimaginable scale.
PATH TO TRANSCENDENCE
Before the destruction of her reality, Gnomonia was
known as the Apportioner, one of three moderately
powerful witches revered in a tiny nation-state that
had only just begun to record history. With her
sisters, the Threadspinner and the Stitchcutter, the
three were renowned for their ability to understand,
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and even alter, their people’s destiny. They weren’t
the only witches of fortune in their world, but their
partnership made them distinctly powerful among
the others. This strength afforded them the luxury
to drastically improve outcomes for their tribe and,
before long, they were worshiped as gods by a vast
and incredibly powerful empire.
Gnomonia’s sisters were more than happy with this
arrangement. For the Apportioner, though, the situ-
ation was supremely irritating. The Threadspinner
never really looked at the fibers she introduced when
the three wove fate. She had a basic knowledge of
their feel and color, but she never took the time to
understand how they fit into the greater piece. Like-
wise, the Stitchcutter only concerned herself with
making sure that the ends were neat and trimmed.
It was the Apportioner who examined and chose the
appropriate place for each tiny thread, and in her
own way, she came to love each of them.
As eons crept by, the Apportioner grew ever-more
angry at her sisters’ failures and their tapestry’s ugli-
ness. The Stitchcutter was the first to die. Gnomonia
snatched the scissors from her wizened grasp and
plunged them into her heart. In so doing, she gained
control over the lives and deaths of every person in
her world. If the Threadspinner even saw the murder,
she was entirely unconcerned with it. Instead, she
CHAPTER 5: DREAD BEINGS
focused on the loom as always. Gnomonia slashed
her down as well and plucked out her all-seeing eye.
In short order, Gnomonia murdered and devoured
every entity in her entire universe that could wield even
the tiniest influence over destiny. With all that power
invested in a single, devoted weaver, she imagined
she could now perfect the lives of every person in her
charge. Perhaps she did, but it’s entirely impossible
to tell by looking at her home plane. It is a shattered
place, a reality in which 10 billion-billion different
timelines exist in impossible cacophony. If life exists
there outside of the Time-Worn herself, it’s only for
the briefest of moments. Even that millisecond is an
endless torment for those trapped within it.
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GOAL
Gnomonia desires to weave the perfect tapestry of
fate. She crafts each thread along its chosen course
until it has reached its ideal state before tying it off
to remain in that spot in perpetuity. Some of her
disciples find themselves in unending euphoria,
but for many, what makes their particular mun-
dane moment perfect to her is beyond their mortal
understanding. Regardless of what prompts her to
determine a particular thread ready to tie off, the
result is a stagnant existence, without causality,
consequence, or personal growth. An excess of
order quickly becomes its own form of chaos as
linear time loses all meaning.
This outcome is irrelevant to Gnomonia. Time is a
mere inconvenience to her, and once she has locked
every fiber exactly where she wants it, she intends
to commit her last and most impactful murder. She
will cannibalize the concept of linear time every-
where in all universes, and then everything will be
precisely as it was meant to be, forever.
ASPECT
Gnomonia enjoys taking on the appearance of a
plump and pleasant old woman. She often pulls
upon the memories of elderly women from those
who look upon her, to craft an appearance that
reminds the viewers of their own grandmothers or
elderly women that they have loved or cared for in
the past. Coupled with her warm eyes and honeyed
voice, Gnomonia uses this crafted appearance to
take her victims by surprise. When angered or in
the heat of violence, the horrific truth of her inner
darkness comes forth.
CHAPTER 5: DREAD BEINGs
Like shattered glass, the illusion of tenderness
falls away. What is left is a withered and sagging
crone. Gone are the warm eyes and grandmotherly
tenderness. What remains is an eyeless horror,
screaming at its victims with toothless maw filled
with an endless sea of sand and ash. In her hands,
she holds all that remains of her first victims, her
sisters. The Threadspinner’s eye rests within her
left hand, which she uses to gaze out into the mul-
tiverse to hunt down a being’s perfect moment. In
her right hand, she wields a scissor-bladed scythe.
She uses it to shear away her target’s past and future,
trapping them in their perfect moment in time,
which replays for all eternity.
130
SERVANTS
Untethered from linear time, the beings native to
Gnomonia’s plane step through into The Midnight
World at every time simultaneously.
As a result, their physical forms
stretch thin, often to the point
of non-existence, and they fre-
quently seem very out of place for
the era they are interacting with.
Frequently, they are little more
than shadows in the night or foot-
steps across the floor. However,
with enough energy and intent, an
Egregore may form with a greater
ability to interact with the physical
plane. Some remain invisible, but
can move objects, banging drawers
or throwing knives to guard a place
Gnomonia has decided she needs
vacated. Others remain unable to
physically interact, but they appear
tangible, like a woman in her wedding
dress requesting a ride to an abandoned
church night after night.
These shadows of Gnomonia’s home re-
ality become the ghosts and haunts of The
Midnight World, but the lives of her living
devotees can often seem just as ephemeral.
The Congregation of NOW preaches of the
perfection to be found in Gnomonia’s grand
design. Membership includes everyone from
hedonistic ravers, to forgettable PTA moms,
to overlooked homeless veterans. The one
thing they all have in common is their ability
to live entirely in the moment, with no thought
to the past or the future. They are completely
self-actualized, or so they believe, and they
desire nothing more from life.
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HAGYE, THE DANCING VOID
At the center of the multiverse,
a singular entity of terrible
beauty and patient madness
dances. A being of nothing
and everything all at once,
this entity is all that remains
when void meets matter and
silence sings out its eternal,
final tune. In a multiverse of
existence, she is the eventual
unraveling of something into
nothingness. She bears witness
to the end of all things and
mourns each person, world,
universe, and even every atom’s
passing. Her voice echoes out a
soundless dirge for the inevitable
conclusion of the cosmos. With
joyous fervor, she celebrates the
passing of creation and just as joy-
ously casts its memory into the void
of her mind.
She is called HagYe, the Dancing Void.
She is the music to which all things
sway, unaware of her subconscious
influence. Her touch upon the multi-
verse is both motherly and seductive,
a twisted kind of love that appeals as
much as it terrifies. She calls to us all,
beckoning us to her web and to our ends.
Yet, she is patient. All things have an end.
HagYe will be there to mourn for us when ours
comes, and to sing us lovingly into oblivion.
PLANE OF ORIGIN
There was a time before creation, a moment in
which nothing had yet been made substantial
and the seed that would become the multiverse
had not yet bloomed. Even then, HagYe danced
in eternal darkness. She dances there still, in an
isolated reality that exists mere moments before
the beginning.
The void lacks form or substance. As such, it is hard
to distinguish the realm itself from the Beyonder
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that exists there. Unable to accept the reality of
true nothingness, any human mind that manages to
perceive HagYe’s void seeks to fill it with some sort
of tangible reality. With the right resources, they
may be able to perceive the edges of HagYe’s song
and manifest their own ideas of a reality to match
that celestial music.
PATH TO TRANSCENDENCE
Mystery has shrouded the Muse of Entropy’s origins
for eons. Early researchers believed that she may
have been a black hole given sentience or some
once-living entity that found a means to evolve.
None of these hypotheses come close to the truth,
though. Indeed, if HagYe had an origin to speak of,
that moment in history cannot be known. For all
intents and purposes, she simply is and always has
been. As long as there has been nothing, there has
been HagYe.
Ancient writings from some of the oldest civilizations
found in The Midnight World contain references
to HagYe. Many of these texts depict her as some
form of primordial destroyer of worlds, a mother
of all monsters, or even as death itself. Kalantaka,
Hel, and La Catrina are examples of her influence
on death’s more feminine representations. Recent
scholarship, though, indicates that she is less of an
unspeakable threat like other Dread Beings, and
more of an eventuality. Indeed, it seems that even
other Beyonders tend to avoid HagYe, though none
CHAPTER 5: DREAD BEINGS
can say whether this inaction is due to fear or re-
spect. Some even speculate that HagYe may in fact
be something older and worse than a Dread Being.
If this theory is true, the Dancing Void is silent on
the subject.
GOAL
HagYe’s patience is timeless. The Dancing Void
knows that all things within the multiverse will end,
and when they do, she will be there. She is neither
driven to speed this process nor inclined to slow its
progress. She is not the cause of it, and she’d never
claim to be its champion. Instead, she exists to mourn
creation’s dissolution as it occurs.
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HagYe is not innocent, though. The dirge she sings
is, itself, a distinct and integral part of the unmaking
of all things. Were her voice to be silenced, perhaps
creation might survive for eternity. Other Dread
Beings know this potential and, while they’re clearly
unwilling to interact with her directly, she has been
forced to ward off their innumerable attempts to
pause her song through clandestine means. These
incursions have made her paranoid and bitter, and
HagYe has begun to turn her gaze outward in hopes
of preventing her own demise.
Where once she rarely accepted new choristers into
her celestial choir, HagYe now finds and presses the
loudest voices into her service. Her purposes are
twofold: on the one hand, an influx of new voices
alleviates some of her boundless loneliness and helps
her shoulder the burden that is weeping for the mul-
tiverse. On the other, these new recruits might be
turned against the bothersome Beyonders that harass
her, so that she can sing a new song for beings whose
time has long since passed.
ASPECT
HagYe is, in her truest form, nothingness made
manifest. She is a vast and unending void found at
the center of the multiverse, patiently waiting for
another cosmic ending to ensnare itself within her
pull. When this event happens, the barrier between
these two realities slowly fades away. She gently takes
in everything that is or once was within that universe,
cradles it in her loving embrace, and then obliterates
it. As it fades, not just from this existence but from
all existences everywhere, HagYe sings her silent
requiem in a final memorial to its end.
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134
Usually, those who gaze into HagYe’s eyes seem to
lose all will to discuss what they’ve seen. They become
gaunt, afraid, and hopeless with the knowledge that
she will soon sing a song for them. If they ever do
describe her, though, they often call her beautiful—a
graceful dancer, larger than infinity, whose gossamer
gown is made of the same nothing as the rest of her.
SERVANTS
HagYe’s role is to bear witness to, mourn, and remember
every aspect of reality that has ever been and ceased to be.
It is an awesome and lonely responsibility, and one that
it has become hard for her to bear alone. The music that
underlies the universe exists as a way for the Beyonder
to comfort herself, serving as both the conductor of the
orchestra, and the prima ballerina who dances to it.
HagYe’s Servitors, like herself, have no physical form.
They exist solely in the music of creation. However,
once perceived, they can enter the minds of sentient
creatures and gently manipulate them like musicians
conjuring incredible harmonies out of beautiful in-
struments. The more minds HagYe can add to her
celestial symphony, and the greater their understand-
ing of the universe’s music, the less overwhelming
her own burden seems. There are others with her to
mourn the deaths of past universes and to help her
create the music that preserves their memory and
brings her comfort.
The people infected by the Servitors, the Null Host,
will eventually come to her side. They will bring scores
more with them, driven by a maddening compulsion
to seek her out and expose others to her song.

THE STAR EATER
Every culture in human history has had some form of
solar veneration at the basis of its religious develop-
ment. It’s likely that the sun’s critical and prominent
place in our survival means its worship predates all
other forms of religion. In many ways, this fervor
is deserved…the sun is the source of the energy we
need to live. Those who would ascribe an intellect to
our stellar parent, though, have overlooked a horrible
truth. It is not the star itself that hosts a thinking
mind, but the creature that dwells within it.
This colossal thing sits at the heart of a sun, and it
feeds on the power created by the sustained nuclear
reactions occurring there. Over time, incomprehen-
sible eons by human reckoning, it will suck a star
dry, leaving the once-vibrant body cold and dead: a
hapless victim for stronger gravities nearby.
Lately, though, the Star Eater has grown disillusioned
with this endless cycle. It hopes to create a new way—a
reality wherein a local sentient populace might use
technology to defeat entropy’s ever-forward march,
so that it might find an inexhaustible fuel source to
feed upon.
PLANE OF ORIGIN
Unlike all other Dread Beings, the Star Eater is truly
at home in The Midnight World. It was born here,
in the fractions of a second after the initial explosion
flung matter across the void. It spent its infancy feed-
ing on and destroying entire galaxies. As it matured,
it learned to conserve its food more efficiently, but
it still caused the deaths of untold scores of worlds.
Only recently, within the past few billion years, it
found our sun.
Once it had implanted itself, the Star Eater set about
to create a new form of order. It reckoned that, with
proper attention, its newest meal could replenish itself
infinitely. This rejuvenation would allow it to cease
its lonely journey throughout the cosmos and create
a single home for itself that it might enjoy forever.
By itself, though, it doesn’t have the means or the
capability to maintain the sun. Instead, it altered
solar conditions so that life might form on a nearby
planet. From there, it was a simple matter to influence
THE MIDNIGHT WORLD
the sentient minds that eventually grew there towards
its aims.
PATH TO TRANSCENDENCE
The Star Eater has not fully transcended yet…at least
not in the sense that the other Dread Beings have.
Those entities have largely decimated their own home
realities, turning them into inhospitable husks. They
have had no choice but to seek out other universes,
and in so doing, they have discovered ours.
The Star Eater, though, seeks to preserve this branch
of creation. It despises other Dread Beings and their
irritating propensity to interfere on this plane. It has no
choice but to utilize its will in constant defense against
incursions from its more-ravenous peers. Perhaps, if
ever given a moment to regroup, it would become as
threatening to other universes as the other Beyonders
are to ours. For now, though, the Star Eater is as much
a part of this world as the sun it devours.
GOAL
The Star Eater’s goals are, at least on their surface, bene-
ficial to humans. It seeks to assist us in our survival and
to influence us towards certain ideas and technologies
that will eventually provide limitless clean power for
all mankind. Once we’ve achieved this marvel, we will
deliver the Star Eater an endless meal, allowing it to
rest happily in our sun forever.
However, as is often the case, these ends are nowhere
CHAPTER 5: DREAD BEINGS
near as simple as they sound. Constant probes sent
from other universes are partially to blame; the Star
Eater spends an enormous amount of energy coun-
tering their attempts to corrupt its home plane. With
its attention split in an infinite number of directions,
its pet project has largely been left to develop on its
own, with only an occasional nudge to push it in the
right direction.
Humans have become unruly and ungovernable, evolv-
ing a fierce resistance to its control. The Star Eater only
has so much time to invest in correcting the error.
After all, as much as it would like for the sun to be its
permanent home, should humanity fail to develop a
sustainable energy source in time, the Star Eater will
merely finish consuming our star and begin the
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process over again in another solar system. Even if
humanity should manage to accomplish the goals set
for it by the Dread Being, there is no guarantee that
the entity will feel any need for our species to survive
once it is no longer useful.
ASPECT
Because the Star Eater is native to our reality, it isn’t
insubstantial like other Dread Beings. While those
entities might take on different aspects in this realm
dependent entirely on their observers, the Star Eat-
er appears the same to anyone able to see it. Like a
monumental caterpillar, it coils in its cocoon in the
sun’s fusion core. It has grown incredibly resistant
to heat and light, and thus its massive form reflects
no color; it appears so thoroughly black that its finer
features are lost to the naked eye.
No living thing will ever see this face of the Star
Eater, though. The heat of its home is so intense
that no matter can withstand it for more than a few
seconds. Even if this effect could be mitigated some-
how, the energy output of the sun’s core is measured
in yottawatts per second: power so absurdly strong
that anything other than a Beyonder itself would be
vaporized in an instant.
Instead, most people who encounter an incarnation of
the Star Eater will not see the being itself, but instead
look upon one of an endless cadre of selectively bred
and conditioned human hosts it maintains for the
purpose of creating Chimeras. These bodies can’t last
for long, of course. The energy the Star Eater produces
even in its latent form is strong enough to break down
the cellular bonds holding them together over time.
CHAPTER 5: DREAD BEINGs
colorful dust plumes spread throughout their semi-in-
tangible forms. Most have a single brilliant binary
pair that illuminate their faces where eyes might sit
on a human face.
When a heavier touch is required, the Star Eater will
sometimes form a “Solthyst.” These miniature stellar
bodies can take on the attributes of any kind of star,
oscillating from a simple sun-like yellow dwarf to
a destructively pulsating quasar, depending on the
situation. While Solthysts appear as little more than
floating balls of plasma, they are in fact lethally in-
telligent, capable of solving complex puzzles.
By far, the most common servants of the Star
Eater in The Midnight World are its cultists.
Unlike most of the other human organiza-
tions that serve Beyonders, the Children of
the Everblazing Star worship their patron
as a caring and generous god. Throughout
their ranks, the Children foster a fervent
and genuine admiration for their deity:
a love born of immense gratitude for the
gifts it has given humanity. They inhabit
all corners of human society, serving as
religious leaders and politicians, enter-
tainers and Little League coaches. They
often proselytize happily, so sure of their
god’s beneficence that they can’t help but
share that light with neighbors. Only the
highest echelon of the leadership suspects
what ill intentions a liberated Star Eater might
visit on mankind.

Those subjected to the Star Eater’s presence on Earth

instead see a rapidly deteriorating corpse wreathed
in a crackling aura of intensely hot black flame. Most
often, this form sits on a throne composed entirely
of dark tungsten, with a long line of mindless hosts
shackled behind it, ready to take over when the body
it inhabits can no longer maintain shape.

SERVANTS
Because it maintains such a large and devoted cult
following, the Star Eater doesn’t often feel the need to
create Servitors or Egregoroi. On the rare occasions
when such a creature is required, the simplest among
them usually takes the form of a vaguely humanoid
nebulous cloud. These “Nebulyths” are all startlingly
unique, with intricate patterns of bright stars and

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THE TAKER
All living things need nourishment to survive. Eating
brings health and energy, helping creatures big and
small thrive as they journey towards their evolu-
tionary destiny. Likewise, a grand meal can provide
more than simple sustenance. It comforts us, filling
the emptiness we sometimes feel when things haven’t
gone the way we’d hoped. Yet, hunger has its dark
side. When it resists our attempts to sate it, it can
drive us mad. We answer only to our need to feed,
to gorge ourselves, and to try all the delectable and
disgusting flavors that exist.
There are those who have felt this hunger: a hedo-
nistic desire to consume that goes beyond the need
for sustenance. It has transcended to a state of
unbridled and unstable gluttony. The ones brave
enough to look inward when this hunger calls
may catch a glimpse at hunger itself, manifest
in the form of a Beyonder known as the Taker.
PLANE OF ORIGIN
Once, before the Taker’s rise, its home universe
was a verdant plane that provided home to a
numberless menagerie of diverse life. Now,
though, it’s little more than a viscous expanse
of tattered flesh and hanging viscera. Planets
that were once made of stone and metal have
been consumed and replaced with colossal
pustules of throbbing gore. The space between
them is an infinite, pulsating mass filled to
bursting with the semi-digested excretions
of previous meals. An endless cavern flooded
with intestines and blood, the Taker’s realm is
a hostile and twisted bioscape.
Where life once thrived, only death remains. No
stars remain to light the skies, and where there
is something reminiscent of solid ground, it is
constantly coated by an unending rain of acidic
gastric juices. Worlds that once had atmospheres
of breathable air are now choked with thick clouds
of roiling methane.
It’s impossible to separate the Taker itself from the
disgusting place it calls home; everything in this
reality has become victim to its endless hunger.
THE MIDNIGHT WORLD
PATH TO TRANSCENDENCE
The creature that would eventually evolve into a pu-
trescent god began as nothing more than a tiny, sin-
gle-celled predator. Driven by its need to survive, this
amoeba did what all such creatures do—it devoured
everything it could possibly find. In our universe, such
a being would naturally reach the end of its life cycle.
The cell that would become the Taker, though, learned
to disable the mechanisms that enforce mortality and
natural order. With its lifespan no longer dictated by
natural limits, it devoted enormous energy towards its
continued pursuit of precious sustenance.
When it had devoured all the competing organisms
in its vicinity, it turned its sights towards larger, more
complex creatures. When these couldn’t sate its rav-
enous need, it feasted on small fish and rodents. With
each new taste it experienced, the Taker added new
biological distinctiveness to its own. It grew larger,
more powerful, and more cunning. Before long, it
had consumed all living things on its planet, and had
begun feeding on the crust of the Earth itself.
Soon, It began to feed on other nearby worlds. When
they couldn’t sustain it, stars and whole solar systems
fell into its ever-expanding maw. As the Taker’s hunger
expanded and its size grew, its universe dwindled.
Soon there was nothing left for the Taker to eat, so it
fed upon itself.
As the exquisite pain and pleasure of its final meal
CHAPTER 5: DREAD BEINGS
raced across its form, the Taker entered a new phase
of its evolution. It was at once both predator and prey,
living and dead, the universe itself and entropy incar-
nate. As it ascended, the multiverse opened before it,
and the Dread Being’s gluttony and hunger raged. Its
own universe was depleted, but there are an infinite
number of others to feast upon, if only it can find a
way to reach them.
GOAL
Driven by the impossible task of relieving its insatiable
hunger, the Taker wishes to devour the multiverse.
Gazing through the ether, it has salivated over multi-
tudes of worlds and the entities upon them. The Taker
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 THE MIDNIGHT WORLD
desires to experience the taste of every piece of reality
and savor each moment of finality.
Once the Taker devourers the multiverse and it sits
within a nothingness of its own making, it will once
again turn to feed upon itself. Some speculate that if
this outcome were to ever happen, the Taker would
experience a second apotheosis. None claim to know
what such a new transcendence might create, but that
question is largely irrelevant. What does it matter what
the Taker might become, if all living things across
creation are only flora in its bloated gut?
ASPECT
Very few people have ever seen an incarnation of the
Taker, and nearly all of those who have were con-
verted into nutrients by its brood shortly thereafter.
Where writings exist about its perceived appearance,
though, they are largely uniform. They describe it as
a gruesome abomination, a poorly-stitched-together
amalgamation of the rotting dead it has consumed.
Most frequently, it has appeared to humans as an
unholy combination of massive ape and razor-beaked
carrion bird. Others have described it as being a gar-
gantuan composite of decomposing bears and lizards.
No matter which of its component pieces are most
vividly on display when it appears to humans, though,
they always describe it as being in some stage of de-
composition. Blackened organs peer through massive
wounds it has caused itself in fits of relentless appetite.
Jagged bones rip through flesh that is gray and thinned
by death. It smells of rot and dark earth, and when
it speaks, its voice gurgles from a throat long since
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140
ripped open in frustration by its own terrible claws.
SERVANTS
As the Taker eats, its body reserves some of the
matter that it digests to form its Servitors. Much like
white blood cells, these Hunters protect the Dread
Being from foreign matter that might enter its realm
uninvited. They swarm about the endless cavern it
calls home, occasionally being plucked up and flicked
into our own material reality for some unknowable
purpose. These Hunters can take many different
forms, but most often they appear as massive vultures,
their wings coated in clotted blood and their beaks
dripping with semi-digested ichor.
More terrifying still are the massive wingless brutes
that serve as the Taker’s enforcers. The Dread Being
sends out these pulsating mounds of walking flesh,
muscle, and teeth to deal with food that its Hunters are
too weak to take on by themselves. The Juggernauts,
as they have been called, are clever creatures despite
their appearance. Many Touched have assumed them
to be mindless, only to be outsmarted and devoured
by a threat they didn’t take seriously enough.
Members of the esteemed charitable organization
Epicurean Assets serve as the Taker’s mortal subjects
on this plane. Unlike members of other cults, though,
the Taker’s devotees seek not to enact his terrible will,
but to curb his enormous appetite. They genuinely
believe that, by offering their lord an endless and
constant supply of succulent morsels, they may be able
to slow his destructive hunger and protect creation.

THAT WHICH GROWS
Imagine stepping out onto the street in a city on an
alien world. Massive buildings block your view of
the sky and streets, stretching out in all directions
like a vast labyrinth. Absent, however, is the constant
pumping of a city’s life blood. There are no people
waiting on corners to cross busy streets. There are
no cars buzzing by or lights flickering within the
skyscrapers. The only sound you hear is the wind
rustling through the branches of the many, many
plants that have overtaken the city.
As you further your exploration of this city of stillness,
reclaimed by nature yet void of fauna, you encounter
your first signs of movement. In the distance you see
people, possibly even a police officer on horseback.
You forget yourself and call out to them, desperate
for any sign of life beyond the greenery that has over-
grown your surroundings so pervasively. The figures
turn. You are close enough now to make them out,
and the horror before you stops you in your tracks.
Corpses.
The decaying remains of the city’s people stand before
you. Fungus covers what is left of the meat that used
to make them up, and vines wrap around limbs and
necks, cutting past muscle to entwine themselves
around bones. Other plant life sprouts from between
ribs and out of skulls broken open like eggs. The
creature you had thought to be a man on horseback
appears to be a colony of plant life that has pulled
together parts from smaller bodies to form a terrifying
golem-like monstrosity.
You try to turn away, to flee from the approaching
corpses, but you can’t. Looking down, you see that the
greenery growing between the cracks of the street have
begun to wind their way about your legs. The vines
speed up, burrowing past your skin to rip their way
through your internal organs and into your bones.
Your flesh and meat are nothing more than nutrients
as you become one with That Which Grows.
PLANE OF ORIGIN
In its infancy, the Corpse Universe that was home
to That Which Grows functioned more or less like
any other. While certain physical rules might seem
THE MIDNIGHT WORLD
incomprehensible to us, sentient life existed there
nonetheless. It contained all manner of planets, from
rocky ones like our Earth, to gas giants, to vast orbs
of frozen ocean. To the untrained eye, space there was
indistinguishable from what we know here.
Now, all that is left of a once-active universe is an end-
less tangle of grasping vines. Every planet is covered
with them, and every star feeds them. Even the vacuum
of space is filled with That Which Grows, with thick
clouds of fungal spores traversing the void to seek out
new worlds on which to take root.
PATH TO TRANSCENDENCE
That Which Grows, unlike most other Dread Beings,
was created by the creatures that dwelled upon one of
the worlds that existed in its home plane. For centu-
ries, these beleaguered people devastated their world’s
ecosystems, until eventually their scientists had no
choice but to intervene. They attempted to counter their
world’s rapid decline through chemistry. When that
failed, they attempted biological solutions. For years
they tried and failed, advancing and then discarding
discipline after discipline in a futile attempt to rescue
themselves from the apocalypse they had created. Even-
tually, a small cabal realized that science alone could not
save their world. In a moment of pure desperation, they
turned to ancient rituals of unknown origin and dark
purpose. Blood sacrifice and scientific research merged,
and the resulting experiments succeeded beyond their
most profound expectations. Plants treated with the
CHAPTER 5: DREAD BEINGS
eldritch chemical were revitalized and strengthened,
able to draw in toxic chemicals and convert them to
fresh, breathable oxygen or purified water.
One or two of these plants would not be enough to
combat the damage dealt to their world’s environment.
They needed more of the chemical to treat as much of
their world’s plant life as possible. The leaders created a
lottery, an awful system in which winners were treated
to a brief taste of the luxury brought by limitless wealth
before being sacrificed and mulched to provide sorely
needed bio-occult material.
Some attempted to protest the lottery, as it seemed
to only draw winners from the lower classes, but the
majority ignored them or ridiculed their concerns.
141
 THE MIDNIGHT WORLD

Eventually, this nuance became overly burdensome
as the need for clean air and water outweighed the
need for theatrics. The incarcerated, the infirm, the
sick, and eventually the undesirable were all uncer-
emoniously sacrificed.
As the blood flowed, the plants grew.
Soon, all the world’s plant life had been treated with
the new chemical. Unbeknownst to the people though,
the darkness that infused the chemical had leached
into the plants as well. This corruption connected all
flora throughout the planet with a unified sentience
that desired to grow and eliminate any threat to its
neonatal mind.
It began slowly at first. The seeds of oblivion needed
time to take root. Once people realized what was
happening, it was already too late. The farmlands and
rural places fell first, but soon the very parks and gar-
dens that had been so sparingly utilized in cities rose
up and enveloped everything in their path. Eventually
there was no place that had not become overgrown.
No creature of land, sea, or sky survived. Neither steel,
concrete, tooth, nor claw offered protection against
the spores and roots of That Which Grows.
Those who have studied That Which Grows’ servants
have noted that they harbor an unyielding aggres-
siveness towards any life that is not plant-based.
Some have speculated that this aggression may stem
from the Dread Being’s desire to feed, while others
believe it is just an instinctual form of self-preserva-
tion. Whatever the reason, That Which Grows has
presented itself as an unstoppable force bound only
by the walls that separate realities from one another.
ASPECT
That Which Grows is an entity that, with-
in its plane of origin, has spread
through its universe via a net-
work of root systems that span
throughout the vastness of space.
It has taken root upon any
world capable of bearing
life. Those worlds that
can’t now serve as an-
chor points. Like ivy
twisting its way up a
wall’s surface, That
Which Grows has
touched every cor-
ner of its universe.

As animal life died, That Which Grows flourished. The hive mind that
It took root in the corpses of the fallen and created connects every
servitors dedicated to growth. With nothing left of its weed, tree, and
homeworld, That Which Grows looked to the stars and flower that is part
the worlds beyond. It sent seedlings out into space, of That Which
allowing the cosmos’ radiation to nourish it on its Grows is all that
journey. The trip was long and the destination distant, remains in this
but That Which Grows is nothing if not patient. With universe. Even its
CHAPTER 5: DREAD BEINGs

each world buried by the Dread Being’s overgrowth, Servitors are mere-
That Which Grows came closer and closer to transcen- ly shells housing
dence. After millions of years, the deed was done; its one aspect of the
universe became one massive garden of death. With hive mind’s collec-
nowhere else to go, That Which Grows began to hear tive system. The
the call of its children across the Twilight Veil: plants smallest seedling is
and fungi that yearn to be free from the oppression connected, trans-
of animals that devour and reap them. mitting emotional
impulses through-
GOAL out the network.
Unyielding growth is the closest thing to a goal That
Which Grows can be said to have. Like a tree leaning For countless
into the sun or a flower that has outgrown its pot, the millennia, That
Dread Being possesses a mindless desire to expand. Which Grows
has evolved
into a terrifying

142

megaflora with three basic needs: the desires to
feed, survive, and expand. Shockingly large and hy-
per-aggressive carnivorous plants cover its biomass.
Alluring pheromones dull the senses and attract prey
into acidic pools housed within the petals of house-
sized flowers. Mobile tendrils of vines ensnare and
strangle the unaware, and delicious vegetables and
fruits tempt victims to a poisonous last meal.
THE MIDNIGHT WORLD
SERVANTS
Creatures conquered by That Which Grows aren’t
simply left to rot when the Dread Being has taken
what it needs. An aggressively invasive vine, known
as Corpse Ivy, operates the discarded bodies and
bones of animal life as a mode of transportation.
The plant uses its fibrous stems to animate the dead
like puppets, and it uses them as tools or weapons in
That Which Grows’ defense and propagation. This
horrifying ivy even has an aquatic variant: a species
of seaweed able to capture aquatic life too slow to
escape its grasp.
The massive plant sometimes dispatches Jubokko, an
Egregore that closely resembles trees on our Earth.
These terrible things take refuge in our forests, con-
necting nearby foliage with a massive root system,
waiting for unwary passers-by to provide the blood
they need for food. No one knows why the Jubokko
feed in this way, though some postulate it is because
they’re cut off from their mother’s sustaining vines.
It’s unclear whether That Which Grows maintains
a mortal cult. Due to its extreme hostility to-
wards animal life, this possibility seems unlikely.
However, there are certain librarians among the
Stalker Movement who postulate that an
Overgrowth Cult thought culled in the
late 600s might have instead entered a
kind of dormancy. This cult, they argue,
is not unlike a flower hiding under a
winter snowfall. When the conditions
are right, it will emerge and bloom
once more.
CHAPTER 5: DREAD BEINGS
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 CHAPTER 5: DREAD BEINGs

144
THE MIDNIGHT WORLD

THE UNKNOWABLE WORD
In each permutation of the infinite multiverse, there
likewise exists an infinite number of stories, each
totally distinct. Many of these tales are woven by the
minds of cognizant creatures as they observe and
react to the stimuli present in their environments.
Many others come in the form of vague memories and
impressions: a catalog of the perceptions of billions of
sentient brains spread across the cosmos. Still others
are nothing more than collections of numbers—a
symphony of mathematical alterations that tell the
histories of endless barren galaxies.
For all these stories, though, there
exists an even larger number of nar-
ratives that will never be told again.
No arithmetic remains to form these
records. No conscious minds survive
to express their experiences. As far as
creation is concerned, it’s as if these
things never happened at all. These
stories exist in only one place—the
pages of the Unknowable Word. It has
absorbed them in its endless quest to
contain all information that has ever
existed. When your name appears on
its pages, what story will you tell?
PLANE OF ORIGIN
The Unknowable Word’s home plane is a
mystery. Like every other story it has encoun-
tered, this Dread Being has completely subsumed
it and removed it from the multiverse’s record. As
such, it’s not possible to say precisely what such a
place may look like, or what its history may have
been. Some very powerful Touched, though, claim
to have observed the pages of the Unknowable Word
in their dreams.
It’s likely that they’re either hallucinating or lying, but
their stories do bear an uncanny resemblance. In all
their accounts, a massive library contains a vast array
of books, scrolls, and data files. No matter how they
may differ, every person who claims to have seen
this place agrees on that singular point. From there,
though, the depictions vary wildly.
THE MIDNIGHT WORLD
Some describe an ancient scroll room, filled from floor
to ceiling with hexagonal cubbies housing parchment,
maps, and schematics. Others claim to have seen an
endless array of computer terminals, each displaying a
different operating system filled with files. Some speak
of lush gardens, housing biological memory banks.
Others wistfully tell of a comfortable chair surrounded
by aged newspapers.
However the details may diverge, though, one thing
remains absolutely the same. Once they’ve felt the end-
less warmth of the stacks, no one ever wants to leave.
PATH TO TRANSCENDENCE
In its beginning, the Unknowable Word was a story
that its author couldn’t forget. Little more than an idea,
it festered in its creator’s mind, demanding to be given
form. They resisted, vaguely aware that the tale ger-
minating in their mind might become uncontrollable
once given the language to understand itself. Eventually,
with no defenses left to spare, they relented and began
to write. As they poured every ounce of their energy
into the effort, the Word accepted their sacrifice and
grew dark in its power and purpose. As the husk of
its author lay rotting on the ground beneath it, the
Unknowable Word began its quest to amass more.
With sentience came ego. The Unknowable Word
desired to become the greatest story ever recorded. It
began draining knowledge from the universe around it,
sending out tendrils of psychic power in all directions.
CHAPTER 5: DREAD BEINGS
As it did, the universe began to evanesce and fade, and
the pages of the Unknowable Word’s form began to fill.
When it recorded the sum knowledge of every being
within its home universe on its pages, the Unknowable
Word realized that its work was not yet done. There
was more beyond the Veil: a whole multiverse of
knowledge only theorized by the mortals whose stories
now dwelled within it. The Unknowable Word looked
outwards and realized that its own story had just begun.
GOAL
For the Unknowable Word, the multiverse is a won-
drous and unfinished tale with an infinite number
of protagonists, each fully sure of their own central
importance. Their experiences and interactions with
145
 THE MIDNIGHT WORLD

other beings, places, and things create a rich and
unique storyline that fascinates the Unknowable
Word. It wants nothing more than to enshrine these
disparate tales in its pages, creating a definitive catalog
of every life that has ever been (or will ever be) lived.
Unfortunately, each time the Unknowable Word
assimilates a story into its collective narrative, it
deletes that story completely from other forms of
existence. Most witnesses forget that the deleted
subject even existed, with only a rare few retaining
vague recollections of a person that never was. This
phenomenon mostly occurs with children, whose
distress is often brushed off or boiled down to the
loss of an imaginary friend.
This deletion is not malicious or evil, but a simple
act of efficiency and order. For the Unknowable
Word, everything in the multiverse has its one and
only place, and that place is within the library that
makes up its realm.
ASPECT
Tendrils of psychic energy lure those seeking the
Unknowable Word’s knowledge deeper into the imag-
inary halls of its library with promises of forgotten
secrets and forbidden lore. Yet the longer one gazes
into the Beyonder’s home plane, the easier it becomes
for it to enter their mind. Eventually, like a dark mem-
ory abruptly forcing its way to the forefront of their
thoughts, the Unknowable Word conquers its victims’
consciousness, and its terrible transcription begins.
During the early days of its existence, the Unknowable
Word was a sentient story passed down throughout
generations via oral tradition. As the technology of its
CHAPTER 5: DREAD BEINGs
ever opened the book. If anyone ever has, we’d never
remember that they even existed.
SERVANTS
The easiest way for the Unknowable Word to collect
The Midnight World’s story is to trick its inhabitants
into recording it themselves. Legends of magic tomes
or secret journals no doubt have their origins in the
books it has strategically seeded throughout the mul-
tiverse. Where these Servitors are found, they create
an almost irresistible urge to fill their pages. One rests
on your shelf now, in fact: a simple book with pristine
pages. You’ve always meant to start journaling in it,
but something inside you screams when you think
of it. You know that once you commit pen to page,
you’ll never stop writing again.
The creatures that maintain the library of the Un-
knowable Word are known as Librarians. These
shapeshifting, psionic creatures offer terrible and
unwavering devotion to the Unknowable Word’s goal.
They stalk the halls of the library and the realms to
which they are dispatched, appearing at a distance
to be little more than hunched scholars with ink-
stained fingers. Closer inspection, though, reveals
ferocious talons and compound eyes among other,
more egregious departures from the human form.
As far as anyone knows, The Unknowable Word
doesn’t maintain a mortal cult in The Midnight World.
It may have servants here or there, but if a large-scale
group exists to suit its aims, that information must
lie hidden somewhere within its pages.

origin planet’s people grew, so did the story and the

medium in which it was told. With no real physical
form of its own, however, the Unknowable Word
evolved into a being of collective subconsciousness.
Though it has no specific corporeal form, those who
have had the misfortune to perceive it often report that
it appears to them as a simple leather-bound book.
Its cover isn’t flashy, nor its pages gilded. It rests on
an unremarkable plinth deep in the dream library,
seeming for all the world to be the least-interesting
object in the stacks.

Even so, it calls to them, forcing them to resist the

urge to open it with every ounce of their being. No
one who claims to have visited the dream library has

146
No one calls me “girl” at Lexa’s. Or kid. Or she. Just Jo. I’m Jo.

They know what happens otherwise.

High school passed with a few bloody noses and a lot of stony silence. People stopped trying to define me. I stopped caring
what they thought. I never dated. People asked. I never said yes. Desire, for me, felt like an arm I’d laid on the wrong way for
too long. I could still feel the weight of it, attached yet cut off from complete sensation. When I’d try to move it, it hurt and
threatened to break. Eventually, I just got used to that dead weight. Sure, I knew I was missing vital bits of life. The void inside
me, though, snapped back with cold teeth each time I reached for something more. Finally, I stopped trying. Numbness took
over where feeling used to be.

Even my parents avoided looking me in the eye. They were grateful, I think, when I moved out. Clocks tick. Time moves on.

College slid off me like butter in a hot Teflon pan. After three semesters, I gave up and went to work. By then, I’d attracted the
right kinds of attention from the wrong sorts of people. After those people made some assault-and-battery charges disappear,
I went to work for them. Lexa’s needed security. I needed a paycheck and the chance to beat folks into cooperative states of
mind without going to jail for doing it.

We all have our place in this world, I guess. My life fell between the cracks of it, so that’s where I found a home.
Lexa’s only looks like a dive bar. The club squatting in a concrete box is just there for show-and-tell. The heart of the place
beats three levels down, beneath locked doors and storage rooms. Building inspectors never see it. Club patrons don’t see it
either. Most employees don’t even know it’s there.

There’s where Lexa’s real business takes place.

I learned the truth bit by bit. Not through rumors, which is how you tend to learn such things. Through hard-won trust. No
one in the know said a goddamned thing. No one talking knew the truth. I won my place near the inner circle by doing things
no sane person would want to do. I knew where certain bodies were buried because I helped put them there. By the sixth or
seventh corpse, I could put them literally on ice. With a mental shrug and a brief flash of darkness, I froze bodies almost solid
with my hands. That, it turns out, is a very useful talent when your employers run a club like Lexa’s.

“So, Jo,” Mr. Lake said to me one night. “What do you believe in?”

“Not much.” I still spoke in small words and tiny sentences. Words are a liability. Too many words can pile up, fall down, and
bury you. I knew that from experience. I let eyes and fists speak for me instead. They tend to be safer and more honest than
words.

Mr. Lake wasn’t someone you’d expect to be running a place like Lexa’s. Shorter than me, stocky but well-dressed, streetwise
as a Disney princess at first glance, he seemed more like an accountant than a gangster. Those tend to be the most dangerous
people, though. Not the ones who can break you in half. The ones who get folks like me to do it for them.

“Are you a god-fearing man, Jo?” The words rode a razor between sarcasm and sincerity.

I could ride that edge too. “Depends on the god, I guess.”

“Follow me,” he said. “I have something to show you.”

We went down more stairs than I’d seen there before. Neither of us spoke, so we descended in silence. I had lots of time to
think of things as we made our way down. I’d seen all kinds of debauchery by then. All kinds involving adults, anyway. If some
deep secret lay beneath what I already knew, I wondered, then what was I about to see? What would my limits be if I did see
something terrible? What would I do about it if I witnessed something I couldn’t turn blind eyes to?
 And, most worryingly, what would Mr. Lake and the unseen muscle I knew was following us down those stairs do about it if
whatever was in that basement was more than even I could excuse?

Then there was that odd spin he’d put on “god-fearing.” Sarcastic, but reverent too. I doubted Mr. Lake was about to introduce
me to their bible-study group, so that mystery haunted me as well.

Knowing what happened to people who really fucked up bad at Lexa’s, what was about to happen to me? Was there some
mistake I’d made without knowing it? Was I supposed to become one of the screaming playthings whose cooperation in Lexa’s
games was not, as they say, consensual? What could I do if I was?

Such thoughts chased each other through my mind as we went down. And down. And down some more.

“No questions, Jo?” he asked as we reached a thick steel door at the bottom of that final set of stairs. “I can hear them buzzing
inside your head.”

I shrugged. “I’m good.”

“Oh, we know,” he said. “You’re very discreet. We’re noticed that. And we appreciate it. That’s why you get to see what you’re
about to get to see.”

I steeled myself.

“Don’t worry,” Mr. Lake continued. “You’re not about to be punished. You’re about to be rewarded.”

He ran a key card through the slot. Heavy locks clicked open. A hiss of air escaped. He reached for the thick steel lever that
opened up that door.

Light bled into the dim stairway as he pulled the big door open.

I’d expected some hidden dungeon.

I was wrong.

Xan,

Pay particular attention to the next passage. As far as we can tell, this “Mr.
Lake” isn’t a Host himself. Instead, he likely runs an offshoot cell of Epicurean
Assets. It’s difficult to tell if he simply misidentified the relic in his posses-
sion, or if some more sinister circumstances were in play.
 THE MIDNIGHT WORLD
CHAPTER 6: CULTS
Regardless of how far they’ve drifted from their or-
igins or how much they’ve evolved, at their core, all
Touched are still human beings. As such, even the
most powerful among them recognize that the threats
hidden just on the other side of their perception are
stronger than they can ever hope to handle alone.
Likewise, many of them have come to understand the
desires and goals of specific Dread Beings. Touched
often learn that the Beyonders are infinite entities
with little interest in the affairs of humanity. Their
goals may be ultimately beneficial for mankind, but
that’s incidental to the concerns of a god. With gentle
guidance, these Touched believe that they can both
serve the interests of their benefactors and better the
lives of all mankind in the process.
Throughout recorded history, groups of like-minded
Touched have gathered many times to pursue this
precious balance. Most of them have failed, folded,
and died in short order due to the inherent lethality
of the risks involved. Some, though, have withstood
the rigorous testing of eons. These organizations form
the major cults of The Midnight World. While very
few of them bear more than a passing resemblance to
their forebears, they have nonetheless carried certain
central philosophies and methods forward, enshrining
them in their faithful’s belief systems.
This service doesn’t go unrewarded, either. In most
cases, the highest levels of a cult’s leadership are in
direct (if occasional) contact with the entity they
serve. So long as the Beyonder finds their progress
favorable to its design, it’s happy to provide them
with the resources they need to continue their work.
This arrangement does sometimes mean that cult
leaders must make difficult and potentially deadly
CHAPTER 6: CULTS
decisions. If their benefactor demands an action that
will result in human atrocity, they can find themselves
hard-pressed between honoring their commitment
to mankind or losing the capability to restrain the
Dread Beings’ darker and vastly more
damaging impulses.
CULT OVERVIEW
Membership in a cult can be a nebulous concept.
Below are a few basic guidelines.
150
• The relationship between a Dread Being and its
cult usually isn’t worshipful.
Well, not exactly anyway. Some cultists definitely
view their Beyonder as some kind of omnipotent
god worthy of unflinching adoration. Luckily, these
zealots tend to be fringe outliers among their peers.
For the most part, the major cults maintain something
like a respectful working relationship with the Dread
Being they serve. They know what its endgame is,
and they actively work to help it reach that goal. At
the same time, though, they struggle to ensure that
the needs of humanity aren’t completely ignored in
a maddened rush to the finish line. The Children of
the Everblazing Star are the notable exception to this
rule. Their lord is an unfettered good, they argue, and
thus requires religious devotion.
• Every cult genuinely acts to protect The
Midnight World.
However they may approach their respective aims,
each cult does its very best to serve two masters. On
the one hand, there’s no argument that they exist at
the Dread Beings’ pleasure and whim. Without their
patronage, there would be no power to distribute
among the flock. Nonetheless, even the most devoted
cult knows that the Beyonder they serve will destroy
the Earth and all life on it the moment it becomes
convenient to its aspirations. It’s incumbent on the cult
to make sure that there’s a compromise, somewhere
between annihilation and utopia, where all parties
can exist comfortably.
• Cults usually aren’t hostile towards one another.
Though they may have very different ideas on what’s
best for the future of mankind, cults are very rarely
willing to spill one another’s blood. If anything, cult-
ists encourage one another to work with members of
other organizations whenever they can. Partly, this
is a grossly cynical attempt to keep an eye on one
another. Nonetheless, it often proves highly beneficial
to combine the strengths that different cults enjoy
when working to shield The Midnight World from
untimely destruction. This isn’t to say that cults never
fight, or that they’ve never engaged in ruthless and
bloody wars against one another. At the end of the
day, they all answer to their own masters, and on
very rare occasions, this can lead them to conflict.
 THE MIDNIGHT WORLD

• Even cults that don’t think they’re cults…are.

Stalkers, for example, will go to great lengths to
explain that they aren’t cultists. They respect that
others are, of course, and they’re more than happy
to work with them so long as they don’t do anything
that violates their personal code of ethics. They’re
part of a movement, and that’s not a cult at all. At the
same time, one of the Null Host may stare at other
cultists blankly while they describe their Beyonder’s
requirements. They’ll patiently explain, in a voice so
monotone that it borders on mockery, that they don’t
serve anyone. Of course, they’re aware that they have
some kind of pseudo-sentient guest living in the hid-
den parts of their soul, but that’s not quite the same.

It’s all bullshit.

Regardless of their intentions, desires, or hopes, the

organizations listed below are cults. They may serve
their Dread Being unwittingly, or they may actively
work to cover up their service. In any case, the awe-
some benefits enjoyed by members must come from
somewhere.

To join a cult, a character must be of at least Hour 3,

and they must fulfill the extra requirements listed in
their chosen group’s description.

CHAPTER 6: CULTS

151
CHAPTER 6: CULTS THE MIDNIGHT WORLD

152

CHILDREN OF THE EVERBLAZING STAR
Life in The Midnight World has never been easy.
Simply by virtue of their reality’s position in the
multiverse, its people have always labored under the
shadow of immense terror and suffering. Yet even on
the most terrible nights, one single truism shelters
many hearts—the sun will rise tomorrow. No matter
how frightening it is in the dark, the dawn will even-
tually break, and the shadows will be burned away by
purifying light. The horrors will scamper away from
the coming fire, and all our sorrows will look a little
less daunting in the morning.
The sun provides more than simple comfort, though.
Its light allows the plants of the field to grow. Without
its warmth, the Earth would be too frozen for life to
flourish. In many ways, our solar host is the creator
and protector of all human life. It’s unsurprising that
people have venerated our star as a god since the very
dawn of conscious thought.
In fact, many still do. These worshippers make up the
Children of the Everblazing Star: a massive congre-
gation that seeks not only to revel in the sun’s gifts,
but to bring that brilliance to every dim corner of the
world. Their methods vary in this lofty assignment.
Some Children have devoted themselves to physically
combating the darkness brought into this reality by
the Dread Beings and their ilk. Others enter politics
in the hope that they might enact policies to brighten
the future for all. Some dedicate their lives in pursuit
of scientific breakthroughs that can strengthen the
Twilight Veil against intrusions, and still others simply
work to spread the message of hope and warmth.
No matter what their approach may be, one thing is
abundantly clear—the Children of the Everblazing
Star serve the will of the sun itself. They bring light,
safety, warmth, and hope to all who would have it.
They’re the good guys.
At least, that’s what they believe. But there are some,
including critics and former members alike, who
allege that the Children’s fundamental mission is ir-
reparably flawed. What if the sun is not as benevolent
as the Children insist?
THE MIDNIGHT WORLD
ORGANIZATION
Due to its roots in dozens of disparate ancient faiths,
one may assume that the cult is rigidly divided along
lines of religious paradigm. Perhaps this separation
was true once long ago, but it certainly hasn’t been
the case for the past several centuries. Factions among
the Children often come with the cosmetic trappings
of one old cult or another, but the Children consider
one’s faith to be a relatively personal matter. So long
as one honors the Solar Host, their personal approach
to religion is largely left unquestioned.
Instead, the Children of the Everblazing Star organize
themselves according to their roles within the cult.
Based on their interests and skills, the cult assigns
each new member of the Children to a general role
that aligns with one of four cardinal rays depicted on
the cult’s Solar Emblem. Each of these roles likewise
has two ordinal rays that further describe a member’s
responsibilities.
THE CELESTIAL RAY
The Celestial Ray points upwards, and its members
predictably concern themselves with pursuits of the
mind. They are the philosophers, researchers, and
thinkers of the cult, and their innovation is critical
to its success.
THE ATTENITE DIVISION: SCIENCE AND PHILOSOPHY
Celestials who devote themselves to mundane disci-
plines, such as scientists and philosophers, are assigned
to the leftmost ordinal ray, the Attenite Division.
Attenites are at home in the lab or the study, and they
have no particular mode of dress or decoration that
sets them apart.
CHAPTER 6: CULTS
THE PRIESTS OF ATUM: SORCERY AND MAGICAL
THEORY
The Priests of Atum, the Celestial’s rightmost ordinal
ray, study and develop the cult’s magical practice. They
are sorcerers, mystical theorists, and battle magi. While
on duty, Priests of Atum often wear simple linen robes
that are reminiscent of ancient Egyptian ceremonial
vestments, though this isn’t so much a requirement
as a tradition.
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 THE MIDNIGHT WORLD
THE TERRESTRIAL RAY
The Terrestrial Ray points towards the feet, and as
such its members deal with the earthly matters that
confront the cult. Functionally, the Terrestrials serve
as the cult’s martial arm. They form the bulk of the
military, though certain highly specialized militant
jobs lie with other rays.
THE LEGION OF SOL INVICTUS: THE INFANTRY
The Terrestrial’s leftmost ordinal ray is known as the
Legion of Sol Invictus. It is a highly disciplined, heavily
regimented general infantry that forms the bulk of the
cult’s army. Legionnaires receive intricately detailed
armor in the style of old Roman Lorica Musculata. It
would be foolish to assume that the armor’s efficacy
matches its style, though. It’s composed of state-of-
the-art materials. Members of the Legion may be
trained on any kind of weapon; while they always
wear gladii on their hip, they often have AK-47s
strapped to their back.
HELIOS OPERATIONAL COMMAND: SPECIAL FORCES
The rightmost Terrestrial ordinal ray signifies
membership in the Helios Operational Com-
mand. Children who belong to this ray are as-
signed to small, heavily specialized units that
operate under particularly difficult circum-
stances. They function with a large amount of
autonomy to accomplish mission objectives that
are frequently nebulous at best. Generally, the
most elite members of the Legion comprise the
force. Like their infantry counterparts, Helios
Operators are issued armor that is stylistically
reminiscent of something ancient (in this case,
Alexandrian-era Greek armor).
THE DAWN RAY
The Dawn Ray points eastward. Children of the
Dawn form the backbone of the cult’s day-to-day
operations. The military and the mages may be
CHAPTER 6: CULTS
cool, but they’re functionally useless without
the logistics corp that makes sure they get their
material requisitions, assignments, and pay.
Most new Children start in the Dawn Ray before
they distinguish themselves for assignments in
other rays.
THE COURT OF THE CONSTANT: LOGISTICS
The upper ordinal Dawn ray is the Court of the
Constant. Armies and research don’t exist without
funding and supplies. It is the Court’s job to make
sure everyone else has exactly what they need to get
154
their jobs done. While the assignments may not seem
exciting, without it, the whole machine grinds to a
halt—sometimes with disastrous effects.
THE LUMINARIES: ADMINISTRATION
The Luminaries sit on the downward side of dawn
and serve as everyone’s “right-hand man.” Whether
they’re filing mission reports, working out vacation
schedules, or putting others in touch with the right
political contacts, it’s the job of the Luminaries to
keep everything organized, archived, accessible, and
executable. There’s a lot of paperwork involved in
running any worldwide (and sometimes spacefar-
ing) organization, and the Luminaries make sure it
gets done.
THE DUSK RAY
The Dusk Ray points to the west. Children of Twi-
light recognize that where the sun shines, shadows
spread, and this darkness must either be dispelled or
utilized. They are infiltrators and saboteurs whose jobs
include everything from whistleblowing on corrupt
politicians (whose true crime is selling humanity
out to entities beyond the Veil), to assassination and
corporate espionage, to simply identifying problems
and calling in a Helios strike team.
THE ILLUMINATI: POLITICAL INFLUENCE
The upward facing ordinal ray of dusk is the Illumi-
nati. Despite that others often call them a “shadow
conspiracy,” members of the Illuminati view their role
as shining a light into the murky corridors of govern-
ment. While they do attempt to achieve positions in all
levels of government and bureaucracy, their mission
is to keep other politicians from furthering the goals
of Dread Beings, either intentionally or otherwise.
Frequently, anonymous whistleblowers or surprising
populist upsets are the result of Illuminati seeking to
oust or undermine politicians working against the
best interests of humanity and the Children (which,
of course, are the same).
THE ECLIPSE SOCIETY: ESPIONAGE
The Children of the Everblazing Star may not formally
subscribe to the philosophy that “the love of money
is the root of all evil,” but the members of the Eclipse
Society, the downward ordinal ray of dusk, recognize
that it is often a strong motivating factor. Corporate
executives have metaphorically sold their souls often
enough that they tend to think little of doing so for
real, always believing that they will get the better end
of the deal. For this reason, members of the Eclipse

Society navigate society’s shadows, infiltrating cor-
porations and media conglomerates alike. They pose
as everything from secretaries to sanitation workers
to lab assistants in order to keep up-to-date on who
may be selling out humanity in the hopes of cashing
in on the next big thing. Members develop a variety
of skills, allowing them to execute a wide array of
missions, and they hold a fanatical devotion to their
cause. After all, failing a mission simply isn’t an option
when reality itself hangs in the balance.
PERKS
HOUR 3: REQUEST FOR ORDERS
Frequently, junior agents of the Everblazing Star find
themselves totally overwhelmed by their sudden ex-
posure to all The Midnight World’s horrors. In these
situations, many of them would probably fold if not
for the solid guidance offered by their experienced
leaders. Once per game session, when a player feels
like they aren’t certain what to do next, they may
have their character call in a Request for Orders. The
Director should give their character a reasonable set
of goals to accomplish towards the completion of
the story.
HOUR 6: BUREAUCRATIC ENTANGLEMENT
The Children of the Everblazing Star have spent
millennia infiltrating governments and religions at
every level. Their drive has always been to bend these
organizations towards the will of their master. The
added benefit, of course, is that they are well poised to
move political levers for the benefit of their members.
Once per session, a member at Hour 6 can activate
this perk to ensure that any large organization, be it
a police agency, church, or even another cult, is more
disposed towards their interests for the remainder of
the scene. The effects of Bureaucratic Entanglement
are subtle, and the affected institution is unlikely to
allow major changes to policy or sweeping alterations
to its internal structure. Nonetheless, one quick call
from a Child of the Everblazing Star can gum up pro-
cedure, cause minor abnormalities to go unnoticed, or
allow an enterprising character to slip out of custody
due to suddenly unnavigable red tape.
HOUR 9: REQUISITION ARTIFACT
Deep beneath the streets of Ain Shams, the Great
Temple of Atum maintains facilities to lock away and
catalog Dread Artifacts from all corners of creation.
Some of the relics are so powerful and so ancient that
only the most senior Children have ever even seen
THE MIDNIGHT WORLD
them. Most, though, are relatively benign, and thus
well suited for the kinds of operations that cultists
might undertake. At Hour 9, Children of the Everblaz-
ing Star may submit a requisition for a Major Dread
Artifact of any kind. Since the vaults of Ain Shams
are literally endless, this perk allows a character to
describe the exact set of Qualities and Dread Qualities
they wish the item to have. A character can only have
one of these Artifacts at a time, though they aren’t
required to return it unless they want another.
It’s important to note that, for the most part, Priests of
Atum who curate the vaults are too busy to transport
an item. Most Children will have to go to Cairo to
pick up or return any requisitions they’re granted.
HOUR 11: ALTERNATE MANIFESTATION – PHOTOFORM
The most powerful among the Children have de-
voted their entire lives to the sun, forsaking gods
and earthly masters alike. In so doing, they’ve been
granted a miniscule ember of their patron’s fire,
which dwells within their very soul. This fire will
eventually consume them; its light is too hot for their
faulty essence to contain forever. Until then, though,
Hour 11 Children have learned to release it to dev-
astating effect. Instead of choosing one of the Hour
11 Dread Manifestations listed in Chapter 4, they
may take the Alternate Manifestation: Photoform.
By adding 6 Minutes to their character’s Midnight
Clock, they instantly transform themselves into the
living embodiment of the solar chromosphere. For
the remainder of the scene, they cannot wear phys-
ical armor or wield weapons, as their flesh becomes
a roiling storm of superheated energy. Instead, they
may invoke the Dread Manifestations Coronal Flash
and Solar Flare for free. Any object they touch melts
in seconds, including weapons and Dread Artifacts
that make direct contact with their skin.
Further, any target they’re able to physically strike
(or who makes the unfortunate decision to strike CHAPTER 6: CULTS
them barehanded) takes 6 damage that cannot be
mitigated by armor.
REQUIREMENTS
Unlike most other cults, which are usually highly
specialized, the Children of the Everblazing Star
proudly generalize their approach to serving their
master’s will. Each Ray is set up to fulfill only a small
portion of the organization’s overall mission, meaning
that people from just about all disciplines are need-
ed and welcomed into the ranks. For a character to
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 THE MIDNIGHT WORLD

qualify for membership in the Children, they must
be at Hour 3 or later on their Midnight Clock, and
be willing and capable of taking orders.
DRAWBACKS
The Children of the Everblazing Star don’t resemble
a government. They are one, complete with an upper
administration, policy division, and military arm.
Just like any other highly functional government,
they have a bevy of rules and restrictions aimed at
keeping their citizenry in line with their goals. Largely
unlike other governments, though, the upper echelons
of the Children don’t have any external oversight in
enforcing these laws.
Ms. Alice: Luminary
If there is anyone who inspires respect (and arguably
fear) from every member of the Children of the
Everblazing Star, that person would be Ms. Alice.
A woman of indeterminate age, sharply dressed in
a skirt suit and horn-rimmed spectacles, Ms. Alice
sits at the top of the Luminaries’ hierarchy. Nothing
happens in any ray without Ms. Alice learning about
it. If one’s on her good side, they may find their ap-
plication for promotion ends up in the right hands
even before a position is vacated. Piss her off, though,
and vacation requests are perpetually lost. and one
may find themself constantly reassigned further and
further from home.

Characters who join the cult are expected to behave

in keeping with its mission and to follow the com-
mands of ranking members whenever they’re given.
Failure to do so won’t just result in expulsion. In most
cases, such insubordination ends with the arrival of
a Helios team with orders to extinguish the violator’s
light forever.

NOTEWORTHY MEMBERS

Agent Xan: Eclipse Society

Most people who’ve met Agent Xan, even those who
boast high rank within the Children, have no idea who
they’ve encountered. Some believe they’ve run across
a lowly custodian who’s cowed by their authority and
unconcerned with their secrets. Others suspect that
Xan is a member of the cult’s highest authority itself,
creeping the halls of one of the temples to single out
Children who have committed infractions.

No matter where you meet them, no matter how many

times you interact, Agent Xan seems like an entirely
different person each time you encounter them. As
an agent of the Eclipse Society, they use their peculiar
skill to great effect. Many among those shadowed
halls consider them the best infiltrator living today.
CHAPTER 6: CULTS

Whatever childhood trauma resulted in Xan being

Touched, it left them with a fanatical devotion to
protecting reality and humanity at any cost. There is
no sacrifice of lives or property that is too great a price
to pay, including their own. Between their ability to
sublimate into a role, and their unflinching dedication
to accomplishing their objective, Agent Xan is ideal
for long-term and long-distance infiltration missions
where communication with superiors may be spotty
and extraction may not be possible.

156

THE CONGREGATION OF NOW
Some religions deeply focus on the past; from dogma
to liturgical praxis, all of their modern rituals are
rooted in events that occurred eons ago. For others,
the past is less relevant than the future, and what the
supplicants may do with the time they have left. For
the worshippers at the Congregation of NOW, how-
ever, the only moment worthy of conscious attention
is the immediate one.
The past is gone, and while it may have influenced
this moment, it may also be completely disconnect-
ed from it. The future is uncertain, no matter how
thoroughly one may have planned for it. Right now is
urgent. It’s present; it’s always happening. When every
other moment in one’s life has been a disappointment,
there’s a certain comfort in knowing that nothing, no
matter how devastating, can prevent the ultimately
reliable NOW and whatever it may bring.
The most pious congregants of the NOW have aban-
doned their histories, and they aren’t particularly
concerned about their futures. They exist wholly in
the moment directly in front of them. Obviously,
this kind of life brings intense consequences. Very
few of them maintain any sort of gainful employ-
ment. Likewise, there’s no strong impetus to nurture
relationships with friends or family. When the only
moment is this one, these kinds of solid connections
to the world become uniquely burdensome.
Figuratively, members of the Church of NOW have
removed themselves from the linear timeline. They are
forgotten by their loved ones, by society, and eventual-
ly by themselves. Without the need to remember their
pasts, their developed identities necessarily crumble.
Instead, they are free to be entirely who they are at
their deepest core. It’s an extremely liberating idea,
and people flock to it from every background imagin-
able. Many end up indigent, begging for scraps on the
streets. Some find hidden cabins in deep woods and
subsist without struggle from day to day. Others still
somehow maintain a facade of participation within
society, but they may as well be nameless ghosts when
they haunt neighborhood functions.
No matter how they express their devotion to NOW,
congregants of Gnomonia’s flock share the most
THE MIDNIGHT WORLD
crucial of fraternities. No one remembers who they
were. No one cares who they might become. They are
an army too numerous to count, and they lie hidden
directly in your line of sight.
HISTORY
While the Church makes no attempt to maintain a
linear history, signs of the NOW’s philosophy clearly
trace back to the the Epicureans’ hedonistic ideas
and, before them, the Cyrenaics. However, evidence
of the Church’s teachings can be seen even as far back
as Ancient Egypt and the Epic of Gilgamesh. These
ancient philosophies taught that nothing could be
known except the personally experienced moment,
and therefore the only good or evil possible stems from
the personal experience of pleasure or pain. While
records show such philosophies making allowances
for social good as something that brings pleasure,
those who study the Church of NOW believe those
inclusions may have been an attempt to avoid perse-
cution by Greek authorities. While history remembers
the founders of these movements, their followers no
doubt fell amongst the Lost.
Ironically, Diogenes the Cynic was no doubt another
follower of the NOW, even though his philosophy of
self-denial seems to fall far from the hedonistic pursuit
of pleasure. Despite supposedly being a prolific writer,
none of his works have survived, and his legacy is one
of hearsay and references. We know, however, he sought
to give up connections to family, property, reputation,
and basic social standards.
In Asian history, hints of the NOW can be found in
philosophies like Yangism, which functioned much
like hedonism in that it rejected altruism and social CHAPTER 6: CULTS
obligations, placing the self as the only moral priority.
However, like the teachings of Diogenes, none of the
supposedly prolific Yangist writings have survived, and
what we know of their teachings comes primarily from
their rivals’ criticisms. The Buddhist approach to desire
as the root of all suffering, when taken to the extreme
conclusion of refraining from desiring any change of
circumstance or making any plans for the future, also
underpins many Church members’ understanding of
their devotion.
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158

Given the tendency for writings of the NOW to
vanish into history, it is unclear how these philos-
ophers’ ideology spread from ancient times to the
contemporary Church’s structure and teachings, but
its current incarnation seems to have grown out of
the New Age movement of the 1960s and ‘70s. The
Church of NOW argued that a world without racism,
sexism, or conflict could exist. It wouldn’t come from
seeing each other as one people, like other New Age
churches taught, though. Instead, they believed that
the only true peace would be born when all humanity
existed only as individuals. By mentally removing
oneself from every group mentality, including goals
for social advancement, one brings the whole world
that much closer to self-actualization.
ORGANIZATION
The Church of NOW doesn’t have anything resem-
bling the rigid organization of most other large cults.
There’s no leader, no ruling council, and no governing
body. Instead, members explore their own versions
of the present according to their whims and the
circumstances of the moment. On occasion, large
groups of congregants might come together to form
brief coalitions or perform complex rituals together,
but these cells never last for long.
ORDERS AND DAUGHTER CULTS
Due to the mercurial nature of the Church’s teach-
ings, there are an innumerable number of offshoots
and denominations. Each has its own interpretation
of Gnomonia’s gifts, though they all share at least a
measure of agreement on the cult’s most principal
philosophies. None of these splinter factions ever
last long enough or grow large enough to become
a fully-fledged daughter cult. Instead, members of
the Church of NOW tend to fall within a handful of
different categories based on the circumstances that
brought them into the flock and the ideology that
they’ve naturally developed in reaction to that event.
THE LOST
In practical terms, the Lost simply don’t exist in time
the way that other people do. It’s as if they’re pinned,
like moths in a macabre display, to a specific moment
from which they have neither the capacity nor the
desire to escape. The event that cast them adrift varies
from member to member. Perhaps the loss of a loved
one left them spinning, or a poor career decision
devastated their finely tuned life plan. Perhaps they
never had any plan and have felt Lost for as long as
they can remember.
THE MIDNIGHT WORLD
Ultimately, it doesn’t matter what happened, only
that they were pushed out of the constraints of our
temporal understanding. It isn’t that they dwell on the
past, not at all. Instead, it’s that they refuse to recall
it. They’re incapable of integrating it and allowing it
to influence their development. They just…exist…
exactly as they did in that moment, forever.
The Lost are the forgotten people in any society.
They’re the bum who camps out under the overpass,
that guy whose clothes are a mishmash of styles
from the last five decades or more. They’re the
PTA mother who has been ignored by everyone
for so long that no one even notices that she still
wears a bouffant. They’re Todd…or is it Bob…
from accounting who has worked here as long as
anyone remembers, but no one can tell you where
his desk is. For all that they believe they worship
the urgent NOW, they’ve never been able to be full
participants in it.
THE FATED
The Lost don’t worry about the future because they
don’t have one to speak of. The Fated, on the other
hand, lack concern specifically because they do.
Instead of setting them adrift, Gnomonia’s touch
has had an entirely more cruel effect on the Fated;
they now possess a meticulous and completely
accurate understanding of every major event that
will occur in their lives—even the circumstances
of their deaths.
Initially, many Fated attempt to disrupt the futures
they have been shown. Eventually, however, they
come to realize that every attempt at deviation
only serves to bring them closer to these inevitable
events. Sooner or later, they all break and accept
their destinies.
THE DECADENT
To be Decadent is to be the embodiment of contem-
CHAPTER 6: CULTS
porary hedonism. The past is tragic, distressing, and
immutable. The future is volatile and unknowable.
Maximizing the comfort of the present moment
is life’s only worthy goal. This faction makes up
a surprisingly small percentage of the Church of
NOW, given the seemingly universal appeal of their
ideology. Perhaps a life of pure indulgence rings
hollow once time itself becomes meaningless. Per-
haps, instead, those who would seek such gluttony
find greater satisfaction in other cults. However,
even if their numbers are smaller than those of
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 THE MIDNIGHT WORLD
other factions within the Church, one should not
overlook the significance of the addicts, fiends,
and gluttons among the Decadent.
THE MUNDANE
The largest ideology within the Church is the Mun-
dane. It teaches that all suffering stems from a desire
for change or improvement. Ultimately, human beings
can only control their circumstances to an excep-
tionally limited degree. Sooner or later, tragedy will
inevitably strike, even if that tragedy is simply the
realization that success will never arrive. The only way
to avoid bitter disappointment in life, they believe, is
to resist the expectation or desire for anything other
than what one has in the current moment. For a
true believer, the Church provides a surcease of all
pain. Of course, without hope, goals, or desire, true
believers also tend to exist without joy. For various
personal reasons, adherents to this philosophy find
the tradeoff to be worth it.
THE ISOLATIONISTS
While the other factions of the Church of NOW
speak of personal actualization, the Isolationists
seek to create utopia for all. These congregants hold
fast to the modern Church’s New Age roots, arguing
that peace on Earth can only be achieved when the
individuals of humanity stop viewing themselves as
part of any larger group, which also involves aban-
doning all sense of history as it is currently viewed
and categorized. Isolationists tend to be the only
faction to casually invoke Gnomonia by name in their
teachings, praying for her perfect world and actively
hoping to help her achieve it.
PERKS
HOUR 3: LETHONOMIA
Often, those who seek to join the Murderous Fate’s
flock have felt ignored and forgotten for most of their
CHAPTER 6: CULTS
lives. No matter how hard they have tried to set them-
selves apart, it seems like the world has simply decided
to overlook them. Upon baptism into the Church of
NOW, this unfortunate personal perception becomes a
highly useful reality. Characters with Lethonomia are
ultimately forgettable. Once per session, a congregant
at Hour 3 may choose to cloak their participation in
a scene. Though they may continue to act normally,
other characters, including their own team, will utterly
misremember the event, omitting the user entirely or
recalling a different character having taken part. Even
video or audio recording of the scene proves useless,
160
as anyone reviewing such records find it impossible
to hold onto the character’s face and voice for more
than a handful of seconds.
HOUR 6: RADICAL ACCEPTANCE
To many, the life of a Church of NOW member seems
uniquely miserable. Because they have chosen to forgo
most kinds of expectation, they rarely experience
sensations like triumph, satisfaction, or relief. On
the other hand, congregants are equally unlikely to
suffer feelings of disappointment or loss. They have
the unparalleled ability to accept any outcome, no
matter how horrific it may seem, as inevitable and
correct. Once per session, an Hour 6 congregant
may invoke Radical Acceptance as an instant action.
For the remainder of the scene, they may treat their
Trauma Trigger as a Solace Trigger for the purpose
of relieving Minutes.
HOUR 9: ALTERNATE MANIFESTATION – OMIT
It’s one thing to feel that the world has passed you by, and
that you’ve been utterly forgotten by society at large. It’s
something entirely more sinister to damn someone else
to that hellish experience. Congregants of the Church of
NOW who have achieved Hour 9 may elect to choose
Omit instead of one of the Dread Manifestations from
Chapter 4, allowing them to do just that. By adding 5
Minutes to their Midnight Clock and choosing a target
in their line of sight, these characters can briefly dislo-
cate their victim within the primary timeline. For the
remainder of the scene, the target is obliterated from
the memory of everyone that once knew them. Family
members recall major life events as if they never existed,
and even their dearest friends can’t recall ever having
met them. Bank accounts become useless, passports
invalid, and even videos and photographs of the victim
no longer seem to include them.
Touched characters may attempt to remember the
victim by making a skill check with their Intuition and
Wit [Centering]. With a phenomenal success, they’re
able to call to mind most of the specific characteristics
of the victim, but they still cannot accurately recall the
victim’s name or any trivial bits of their history. A com-
mon success nets only the vaguest recollection, while
a complicated success allows them to remember only
whether the person was friend or foe.
At the end of the scene, the character returns to the
timeline as if nothing ever happened. Ironically, anything
they’ve done while lost in time can be recalled with full
clarity by anyone who witnessed it.

HOUR 11: TEMPUS DORMITS
Even among those who believe ardently in the illusory
nature of time, there’s a nearly insurmountable natural
tendency to give in to its flow. Whether they want to,
almost everyone lives according to the tyranny of Ed-
dington’s Arrow of Time. The most powerful devotees
of Gnomonia’s Church have crossed a threshold in
their faith, though. They have internalized the truth
of their deranged goddess’s teaching, and they have
learned to literally turn back the hands of time.
Once per season, members of the Church of NOW at
Hour 11 become immune to the side effects of hitting
Midnight. They still become a Chimera according
to the rules in Chapter 4. However, at the end of the
30-second duration, their Hour Hand immediately
returns to 11, and their Minute Hand falls to 6 as
they simply reset themselves to a moment before the
fateful event occurred.
It’s important to note that Tempus Dormits doesn’t
make the character’s chimeric Compulsions any easier
to fulfill or less potentially harmful to their allies.
Likewise, it doesn’t erase that the transformation
occurred. While there are obviously immeasurable
benefits to being able to embody a Dread Being, such
an awful metamorphosis is likely to have substantial
consequences, especially when other Touched hear
of it.
REQUIREMENTS
Gnomonia draws her mortal servants from every
conceivable background. She’s largely unconcerned
with their skills or capabilities, instead being sin-
gularly focused on increasing the population of her
loyal, loving flock. Prospective members must be at
least Hour 3, and they must have reason to feel that
they’ve been ignored, marginalized, or forgotten by
the people around them. Finally, they must possess
at least one Dread Manifestation from the Temporal
Adept theme.
DRAWBACKS
Living in the moment certainly has its benefits, but
when a person cannot escape that state of mind, it can
have devastating effects on any prospect of a bright
future. Congregants of the NOW, regardless of their
philosophical leanings, are pathologically incapable
of planning for tomorrow. Likewise, they’re unable to
fully internalize the lessons most people learn from
past mistakes. Immediately upon joining the Church,
every new member must choose one of the following
THE MIDNIGHT WORLD
Challenges: Untrained, Anhedonic, Unmotivated, or
Delusional. They gain this Challenge in addition to
the one chosen at character creation, and it remains
so long as they maintain membership in the Church.
Even characters with the Charmed Life Privilege gain
this Challenge.
NOTEWORTHY MEMBERS
DJ OnF King: Congregation of the Eternal Rave
Standing on his dais above the crowd, Arthur is
vaguely aware that there are moments when the clergy
delivers sermons to the congregation from the pulpit
across from him. Some acolyte brings him water
bottles throughout the night, laced with everything
from electrolytes to Ecstasy. But for Arthur, the only
thing that matters is the music throbbing through
his bones and pulsing its way out across the dance
floor. There are no windows in the warehouse and
no clocks. With no concept of night or day, there is
no reason for the party to ever end. The dancing will
continue as long as the music plays, and it’s Arthur’s
sacred duty to make sure that the music never stops.
Sometimes, he senses a vague but intense memory try-
ing to break through, some critical buried fragment,
urgent in its insistence to be grasped. But as soon as it
comes, the feeling evaporates, carried into the crowd
by femur-rattling bass and the throb of violet lights.
DJ OnF King can’t imagine wanting anything more.
Pastor Mike Smith: Accounts Payable
Back in high school, Mike was king. He strode the halls
with supreme confidence, his letter jacket gleaming
with pins and his best girl at his side. If only he hadn’t
gotten injured in his senior year, he really might have
been something. His acquaintances have heard this
story about 10,000 times at this point, and every time
he starts up, it’s all they can do to keep from groaning.
The odd thing, though, is that they’ve worked at no less
than eight different offices during the past 10 years, and
they could swear Mike has told this story at every one CHAPTER 6: CULTS
of them. Or maybe it wasn’t him. Maybe he just has
one of those faces, and his backstory is so common that
several different men could have the same one, right?
Still, one can’t shake the feeling that Pastor Mike (he
teaches Sunday school for adults) has been everywhere
they’ve ever been. He’s always listening, learning, and
smiling that too-soothing smile of his. Even though
one can never fully recall the features of his face, they
know in their heart that he’s a great man who could offer
absolution if one ever just chose to take it.
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EPICUREAN ASSETS
Epicurean Assets wants to feed the world. On its
surface, it’s hard to find fault with this goal. This cult
desires to create a version of humanity where no one
suffers from hunger or disease, and everyone has
time to be idle and relaxed, all while turning a tidy
profit along the way. Members pursue these goals
through multiple business avenues, from research into
high-yield crops, to investment in fast food chains,
to services that reduce the need to run errands, to
charity work seeking to reduce malnutrition and
disease in third-world countries. Humanity has never
been better fed or more idle, and Epicurean Assets
proudly takes full credit.
However, Epicurean Assets is fully prepared for the
day it kills the fatted calf. When the Taker eventually
makes it into The Midnight World, it will find a fat,
slow feast awaiting it. As it works its way through the
banquet its cult has prepared, the businesspeople of
Epicurean Assets believe they will enjoy all that life
has to offer for as long as it still exists. Ultimately,
being devoured is inevitable, but that doesn’t mean
that one can’t aim to be last on the list and make those
final moments of existence as indulgent as possible.
This is not to say that the members of Epicurean
Assets want the Taker to make it into The Midnight
World; quite the contrary. They are simply preparing
for the inevitability while trying to slow its progress
for as long as possible—by giving it exactly what it
wants. A hungry Egregore will devour dozens of lithe
humans before its hunger is slaked; McDonald’s-fed
desk jockeys make larger, more satisfying meals.
Once they are fed, such monsters are much easier
to dispose of.
The company’s focus on accumulating wealth isn’t
simply a result of hedonism. It also serves a purpose
in the greater mission to protect the world from the
Taker for as long as possible. Epicurean Assets recruits
low-level members with the promise of unfathomable
wealth and influence in exchange for a willingness to
cultivate the rest of humanity to fit the Taker’s pal-
ate. But the very prosperity for which they sell their
souls makes them prime offerings for the Taker, and
their willingness to sacrifice others leaves the upper
echelons with no moral qualms about doing so when
no other options seem available. Of course, some
THE MIDNIGHT WORLD
subsidiaries instead recruit those with a genuine desire
to save the world, rather than simply to accumulate
wealth, but the end result of having access to worthy
sacrifices remains the same.
Given its mission, Epicurean Assets has investments in
almost every industry on the planet, with the goal of
making it more efficient. Clothe more humans, house
more humans, cure more humans, and, of course, feed
more humans. After all, the bigger the meal, the lon-
ger it takes to finish, and that is to everyone’s benefit
(especially Epicurean Assets itself).
HISTORY
While recruiters for Epicurean Assets tell new members
that the organization can trace its origins to prehistory,
the truth is somewhat less flattering. The Taker has
had many cults over the years but, given their tenden-
cy for greed and self-indulgence, the organizations
frequently fall apart due to the effects of their own
corruption. For example, the classical cults of Plutus
and Mammon also served the Taker, promising their
followers great wealth in return for a casual disregard
for the fate of humanity. However, there seems to be
no direct connection between them and the current
corporate structure of Epicurean Assets.
The first historic signs that the Taker’s followers had
begun to mold into something resembling the compa-
ny’s current form can be seen during the exploration of
the silk road and the spice trade. The Taker’s influence
is strongest, however, in the colonization of the New
World and the import of all sorts of new foods, from
subsistence crops like potatoes, to pure indulgences
like cocoa and sugar cane. The colonizers viewed the
cost in terms of human suffering as inconsequential CHAPTER 6: CULTS
compared to the benefits. Epicurean Assets formed
by adopting a corporate internal structure that emu-
lated East India Company’s success, while remaining
discreet enough to operate without earning the ire of
international powers.
ORGANIZATION
At the highest level, Epicurean Assets is a single cor-
poration, with a unified mission. However, like any
investment-based business, it has a number of subsid-
iaries. It includes the standard business delineations,
163
 THE MIDNIGHT WORLD
with assets divided between branches with different
foci. One daughter company might investigate new
technologies to speed food production, for example,
while another spends its capital trying to pack as
many calories as possible into tasty treats for the
middle class. Some subsidiaries seem to do nothing
to directly further the larger corporate mission ex-
cept generating enough profit to fund research and
development in necessary sectors.
Not every member of Epicurean Assets shares a
single, central ideology. Many recruits are naive
idealists who are genuinely dedicated to helping the
less fortunate. Many more are selfish entrepreneurs
willing to climb the ladder to success on the backs
of everyone else. However, the longer one works for
the company, one almost always shifts toward the
official corporate mindset.
At the top of the company sits the Board of Direc-
tors. Six of the nine seats belong to the heads of each
division: food, manufacturing, entertainment, real
estate development, energy, and pharmaceuticals. The
remaining three seats are filled by general election.
This election, which occurs once every four fiscal
years, serves as a check against the power of the Board
itself. Since the Board appoints empty division seats,
the three elected seats exist to allow the rank and file
a voice in matters both fiduciary and occult.
The three elected seats also end up overseeing any
projects that don’t fall within the traditional invest-
ment categories, at least until such time as a new
category has garnered enough subsidiaries to justify
the creation of a new permanent board seat. Sitting
board members, protective of the undiluted power of
their own votes, often resist any such addition. The
Board is responsible for electing both a CEO and a
Chairman of the Board (unlike many companies,
Epicurean Assets’ bylaws explicitly forbid these posi-
tions from being held by the same person). The CEO
CHAPTER 6: CULTS
then nominates a CFO and COO, who are voted on
by the Board.
Below the Board of Directors, Epicurean Assets uses
a variety of different business structures to keep its
many subsidiaries in line. This strict hierarchy, though,
is the least of a new associate’s concern. Instead, most
fixate on the plans their peers may be hatching. If
things seem to be going too well for a member of
Epicurean Assets, it’s quite likely that they’re the calf
being fattened.
164
ORDERS AND DAUGHTER CULTS
Epicurean Assets is the largest, oldest, and most or-
ganized of the Taker’s cults, but it is hardly the only
one. The selfish nature of the Taker’s devotees mean
not everyone is capable of assimilating to a corporate
environment. Many prosperity doctrine televange-
lists have built their own small cults, offering them
the same perks as membership in Epicurean Assets.
Small, independent brands with fanatical followings
are likely also run by the Taker’s devotees–ones who
were either missed by recruitment or simply didn’t
seem like a reliable corporate fit. Again, the people
running these entities have access to the perks and
drawbacks granted by understanding the Taker’s
appetites, functionally marking them as subsidiaries,
whether they agree to that designation or not.
PERKS
HOUR 3: FIND FUNDING
Epicurean Assets manages some of the largest hedge
funds on earth, and as such, the cult has limitless ac-
cess to financial resources when they’re needed. Once
per session, a character with this perk may contact
their accountant to move decimal points around,
allowing them to easily secure items or services that
would otherwise be unaffordable. There’s no hard
limit on the amount of cash a member can acquire
through this perk. However, remember that ambitious
competitors might take note of large expenditures
that don’t net a suitable return for the cult.
HOUR 6: ULTIMATE CONNOISSEUR
The Taker remembers every delicacy it has ever sam-
pled, and its palette is impossibly refined. It is more
than happy to share this information with its mortal
servants in hopes that they will fatten themselves on
the morsels it most enjoys. At Hour 6, a member of
Epicurean Assets gains the uncanny ability to de-
termine almost anything of interest about an object
simply by tasting it. With unerring accuracy, they can
detect the chemical composition, age, approximate
value, and location of origin for any food, fluid, or
inanimate object by either licking it or swirling it in
their mouth. If the target is associated with a Dread
Being, they can taste the entity’s Sigil well enough to
identify it if they have knowledge of it, or to describe
it well enough that someone who does recognize it can
make the ID. Likewise, when tasting the bodily fluids
of any person, they’re able to pick out any diseases
that person may suffer, their general mood, and – if
they’re Touched – their Hour, Minutes, and Seconds.

HOUR 9: VAMPIRISM
The Taker is the embodiment of endless, insatiable
hunger, and those who benefit from its boundless pow-
er quickly succumb to the same agonizing gluttony.
Touched who enter this painfully ravenous state become
desperate for new sources of sustenance, even learning
to drain the living essence from nearby hapless victims.
Once per session, a member of Epicurean Assets at Hour
9 may make an opposed physical attack check using their
Coordination and Toughness [Hand to Hand] against a
target’s Resilience and Endurance [Tenacity]. For every
net hit that the cultist scores, 1 point of Health drains
from the victim and transfers directly to the user. This
perk allows members of Epicurean Assets to exceed
the normal maximum of 12 Health, going as high as
20. Health transferred this way remains until it is either
removed via damage, or until the next time the sun rises.
HOUR 11: A BANQUET FOR ATASAYA
Regardless of their initial intentions, no high-rank-
ing member of Epicurean Assets has ever lasted
for long without developing deeply unhinged and
grotesque desires. Whether they crave food, drugs,
sex, or money, these awful gluttons have basked in
perversions so extreme that almost nothing entices
them anymore. The few who survive long enough
to attain Hour 11, though, have found a terrifying
way to reinvigorate their hunger, and in so doing, to
push themselves forever beyond human capabilities.
Once per episode, a character with this perk may
add 4 Minutes to their Midnight Clock and devour
the brain of another Touched. At the end of this
depraved meal, the character may choose up to four
Aptitudes or Specializations from the victim’s sheet
and permanently add them to their own sheet as if
they have been bought with Advancement Points.
There is no limit to the number of times a character
may use this perk, but serial murders of Touched
people tend to draw extremely dangerous attention.
REQUIREMENTS
Epicurean Assets typically expects its members to be
refined, well educated, and at least moderately wealthy.
Apart from being at least at Hour 3, prospective mem-
bers need to have at least 2 ranks in Acumen, and their
employers generally require them to have any two of
the Negotiation, Occult, Psychology, or Performance
Aptitudes. However, a character with none of these
Aptitudes still qualifies for membership if they have
the Wealthy Privilege.
THE MIDNIGHT WORLD
DRAWBACKS
Many members of Epicurean Assets complain about
the company’s excessive bureaucracy, but the Board
developed it intentionally as a line of defense against
the inherent corruption of their employees. The
company learned from the failed cults of the past
and made certain to diversify their assets in such a
way that no single person has the power to control
or tank the entire organization.
Because of this paranoid outlook, induction into
Epicurean Assets requires a variety of legal processes
before admittance. Non-disclosure agreements, safety
waivers, asset forfeiture, and a complete notarized will
are among the things that Epicurean Assets absolutely
requires from any prospective recruit. While the legal
ramifications of defying these agreements can be quite
unpleasant, the Board of Directors take particular
umbrage against those who forsake their pledges, and
Board members are constantly looking for substantial
enough meals to curb the Taker’s appetites.
Bureaucracy and red tape infest everything about
Epicurean Assets. Their corporate hierarchy is strict,
and their chain of command is as invasive and cor-
rupt as one might imagine. It can be very difficult to
accomplish anything without some cutthroat under-
ling taking notes to plot your inevitable downfall, or
some upper manager throwing you under the bus
to save their own hide. It’s a dog-eat-dog world in
Epicurean Assets, and being devoured is often a very
literal concern.
NOTEWORTHY MEMBERS
Claire Sheridan-Farrington, Acting President
Mrs. Sheridan-Farrington’s rise through the labyrin-
thine ranks of the cult can scarcely be called anything
other than “meteoric.” At only 52 years old, she’s the
first woman to sit at the company’s head and the
only member of Epicurean Assets to ever join its
CHAPTER 6: CULTS
Board after having defected from another cult. Once
a well-regarded international logistician among the
Stalker Movement, Claire burned her former col-
leagues when she abandoned them mid-operation and
took all of her files with her. Because of the increased
security concerns such a betrayal has required, Mrs.
Sheridan-Farrington rarely meets with anyone out-
side of the cult. Nonetheless, if there’s a soiree to be
had among members, you can bet that Claire is in
attendance with an endless supply of the finest wine
ever made in this reality or any other.
165
 THE MIDNIGHT WORLD

Prince Roberto Cornelius Casca

No one seems to know how old Prince Roberto ac-
tually is. The most devoted and underhanded inves-
tigators have spent decades digging for the truth of
his origin, but every relevant record from Epicurean
Assets seems to include him—even those records
from its ancestor cults. A few things are known with
reasonable certainty. First, his title is genuine; while
it seems that the nation that granted it to him has
since dispensed with royalty entirely, he was most
certainly a prince at one point. Second, he has never
been the cult’s leader, even though it appears that he
was a high-ranking member even before it took on
its current incarnation. Finally, Prince Roberto is
well known to be a wonderful friend to have. He is
gregarious, generous, and kind to almost everyone
who has ever met him. It is a point of particular pride
to him, in fact, that in all of his life, no one has ever
claimed to be his enemy. That doesn’t mean, of course,
that no one has ever run afoul of his beneficence.
It only indicates that those people have never been
heard from again.
CHAPTER 6: CULTS

166

THE NULL HOST
“It’s a small world.” That maxim has existed for ages,
meant to evoke the notion that all people are connect-
ed, and any kind of coincidence is possible. Almost no
one believes it literally, of course. The human psyche
is designed to focus on one’s own perception as the
largest part of existence. Society may be relatively
small, but the planet we live on is a huge central
locus in reality.
Except, of course, that the world is small. Tiny, in fact.
In the scope of an infinite universe, our blue-speckled
home is little more than an infinitesimal rounding
error. A grandiose metaphor such as a “grain of
sand on a beach” cannot accurately describe Earth.
If the universe is that beach, then our planet is little
more than an electron: a subatomic particle hidden
somewhere inside of a single stony grain.
For the most part, the human mind isn’t well suited
to confront this truth. We may vaguely understand
it as some distant, emotionally uninteresting fac-
toid, but when we truly try to face the implications,
we’re left with a devastating question that we’re not
equipped to answer. If we’re all only tiny dots in an
endless and empty void, then what’s the point of
doing anything at all?
There are those, however, who have faced this question
and come away with another conclusion entirely. Some
of them stumbled upon it while intensely pondering
existence. Others found it while staring into the
frozen black of space. Still others may have found
themselves lost in the incomprehensible waters of the
Hadal Zone. Wherever these people have looked out
into nothing, they have made a startling discovery.
The Void is bleak, certainly, but is not empty. There
are things out there in the dark, and they sing the
music of creation.
It only takes a moment, a stuttering slip of conscious
control, for one of the beings out there to latch onto an
unguarded mind. Once such a creature has taken root,
the Host is rarely aware that anything has occurred.
As far as they’re concerned, they gazed into the abyss,
it gazed back, and they averted their eyes in fear. As
such, most Hosts genuinely don’t know that they’ve
been recruited to aid HagYe’s design. They return to
THE MIDNIGHT WORLD
their missions, to their studies, and to their lives, never
realizing that they’ve given some terrible extraplanar
thing a means by which to affect their reality.
The Null Host can’t be considered a cult in the tradi-
tional sense of the term. After all, there aren’t meetings,
special uniforms, or secret handshakes. Individual
Hosts are rarely aware that some distant puppeteer
compels them to fulfill its whims. Instead, each Host
works subtly to affect small pieces of a design too grand
for them to comprehend. A physicist at CERN may
insist that the safety protocols at the Large Hadron
Collider are too rigorous for progress and should be
marginally relaxed, for example. A state senator in the
U.S. might campaign hard to redirect funding from
an outdated program to NASA’s study to find more
efficient solid fuel sources. A university professor in
Oslo may use all of his impressive charisma to assure
his impressionable students that nothing ultimately
matters and that concepts like objective morality are
meaningless. However and wherever they serve, most
Hosts truly believe that the work they are doing is
crucial to expand humankind’s knowledge and un-
derstanding. But ultimately, all these pursuits lead to a
single goal: exposing more and more conscious minds
to the terrible understanding of the Void.
HISTORY
Since individual Hosts rarely knowingly work together,
and since there’s no codified structure to their cult, the
Null Host has never kept any kind of explicit catalog
of its history. Such a thing does exist, though. Other
organizations, specifically the Stalker Movement and
the Children of the Everblazing Star, have been keep-
ing an eye on the seemingly bizarre movements of
HagYe’s servants for centuries. While those records CHAPTER 6: CULTS
are obviously incomplete, they nonetheless offer a
fascinating insight into the Null Host’s strategies and
possible endgame.
As far as anyone can tell, Null Hosts aren’t a new phe-
nomenon. Indeed, teachings that suspiciously mirror
theirs can be found as far back as the fifth century BCE,
when Leucippus and his pupil Democritus posited
that all matter is composed of tiny atoms with nearly
infinite space between them. A few hundred years later,
Aristarchus proposed the first astronomical model that
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168

didn’t include the Earth as the center of the galaxy.
This theory began a trend that would continue for
centuries, eventually bringing with it the realization
that our planet is totally irrelevant to the universe at
large. Throughout much of recorded history, thinkers
like these have popped up here or there and expanded
the Void’s will into our reality.
Scholars take part in lively debates within other or-
ganizations as to whether these people were actually
infected by the Void or just coincidentally helpful to
its designs. Most agree, though, that a serious breach
in the Twilight Veil occurred sometime around 1820,
leading to an explosion in the population of Null
Hosts in The Midnight World. Whether they were
themselves Hosts, or only inspired by them, dozens
of philosophical minds turned towards the idea
that human life, the Earth, and even creation itself
are meaningless baubles of no real value. Notorious
writers like Schopenhauer, Kierkegaard, and Nietzche
worked to bring existential nihilism to the masses,
fueling a crisis of thought that would have devastating
consequences a century later during twin wars that
ignited the globe.
Humans are not creatures that can exist comfortably
in the absence of some greater meaning, and when
schools of philosophical thought deprived us of that
basic need, we turned our attention outwards to find
a new one. We explore the stars in hopes of finding
someone else out there who can help us. We dive
into the oceans, and we explore Democritus’s space
between atoms, all in the desperate hope that the
meaning we’ve lost can be found out there somewhere.
The Null Host unwittingly guides this search, knowing
that what we will find instead is far more beautiful,
and terrifying, than we can possibly fathom.
ORGANIZATION
The Null Host doesn’t have any sort of traditional or-
ganization. After all, they’re almost never consciously
aware of one another. However, they do have some-
thing like an innate, subconscious ranking system.
While humans themselves are relatively meaningless
in the span of HagYe’s plans, the Servitor parasites
that they carry have very specific and important in-
structions. Whenever two or more Null Hosts gather
together, they find themselves paying subtle deference
to one another based on the power and function that
their parasites bear.
THE MIDNIGHT WORLD
ORDERS AND DAUGHTER CULTS
The Null Host only seems random to the unstudied.
To those who observe and seek to thwart them,
some delineations become clear. While the specific
terminology used to describe these groups may
vary depending on whether one reads the records
housed in the Luminary Archives or one has a fire-
side chat with a renowned Stalker subject-matter
expert, the functional distinctions remain fairly
consistent. There is certainly room for overlap, and
some Hosts may fall into more than one category.
THE MAD
A significant number of the Null Host just seem to
be people who, facing a revelation beyond what a
human mind could handle, simply cracked under
the strain. A few, with the help of therapy and
medications, seem to live relatively normal and
unimportant lives. Some become raving street
preachers and intimidating schizophrenics who
terrorize pedestrians in big cities. Others ride the
rails and hitchhike across the country, or backpack
across the continent, constantly trying to outrun
a truth they cannot escape. It isn’t clear what use
these people serve to HagYe’s higher goals, but they
make up too many of the Host for there not to be
some purpose to their infection.
THE POWERFUL
Corporate CEOs and elected officials are valuable
to any cult, and the Null Host is no different. Ul-
timately, politicians decide school curriculums,
grant allocations, and satellite regulations, while
corporations control most cutting-edge research
and development. Without the ability to influence
these things, the Null Host would find itself hold-
ing significantly less sway over humanity’s general
world view.
CHAPTER 6: CULTS
THE INQUISITIVE
Researchers, scientists, philosophers, and theolo-
gians all seek to understand humanity’s place in
the universe. But the deeper these Hosts delve into
their fields of study, the more they discover that
humanity’s place is largely irrelevant. It’s unclear
whether these results are meant to be an impetus
to drive even greater research to disprove these
findings, sending more people farther and farther
from their earthly home, or if the conclusions
themselves are the end goal.
169
 THE MIDNIGHT WORLD
PERKS
HOUR 3: L’APPEL DU VIDE
Everyone thinks of it from time to time. For some,
it’s a sudden, almost irresistible urge to throw them-
selves off of a cliff or drive into oncoming traffic. For
others, it’s a brief but powerful appetite to commit
some potentially self-destructive action in furtherance
of a personal goal. For Hosts, though, the legendary
“call of the Void” is exactly what it sounds like—an
insistent whisper from the space beyond everything
that consumes and subverts all cognizant thought.
Once per session, a member of the Null Host can
focus totally on a manual task, literally emptying
their mind in its pursuit. To invoke this perk, simply
tell your Director what manual task your character is
automating in this way. For the rest of the scene, or
until the task is accomplished, your character can’t
attempt any action that isn’t directly related to ful-
filling this goal. They aren’t affected by Distress dice,
Compulsions, or any other mental or social stimuli
that would otherwise distract them from their project,
nor can they perceive any attempts to communicate
with them. If they are physically disrupted from their
task, they will do everything in their power to return
to it as quickly as possible.
The tasks assigned to a character during L’appel du
Vide can be relatively complicated. For instance, a
player might decide to have their character repair a
malfunctioning vehicle or copy an intricate manu-
script by hand. However, this perk cannot be used
during combat. No matter how focused one might
be, the anxiety of such a situation can’t be overcome
so easily.
HOUR 5: ALTERNATE MANIFESTATION – MILLION-MILE
STARE
Every Host has borne terrible witness to the mad-
CHAPTER 6: CULTS
dening expanse of nothing that exists just outside of
human perception. While most of them have – with
some effort – reassembled the broken wreck that
this made of their mind, all of them have suffered
incurable damage. Hosts at Hour 5 may choose
Million-Mile Stare instead of one of the Dread Man-
ifestations listed in Chapter 4. By adding 1 Minute
to their Midnight Clock and staring into the eyes of
a target, a character visits some tiny fraction of their
own suffering onto their victim. Make a contested
skill check, with your character’s Intellect and Manip-
170
ulation [Psychology] versus your target’s Resilience
and Mettle [Centering]. Should you score more hits
than your target, they immediately gain 2d4 Distress
dice that remain with them for the rest of the scene.
These Distress dice stack with any others the target
may gain through other means, allowing them to go
over the normal limit of 5d4. They cannot be reduced
by any means other than ending the scene. You can
only attempt to use Million-Mile Stare once per target
per scene. This power can affect creatures that do not
normally gain Minutes.
HOUR 9: UNWAVERING SERVICE
From the moment that HagYe’s parasite first slithers
its way into a Touched character’s mind, the victim
becomes an unwitting pawn in the Void’s incom-
prehensibly vast machinations. Still, the connection
between Host and tenant isn’t immediately complete.
While the Servitor certainly has significant sway over
its vessel, there remains a miniscule gap between
the two—a tiny aperture through which foreign
commands might still intrude and supplant the will
of the depths.
Over time, though, this inconvenient disconnect
is all but erased. The parasite still isn’t in control;
there’s no reason for that when its Compulsions
provide its victim with driving motivation. Instead,
it has formed a bulwark to ensure that its precious
Host can’t be turned against HagYe’s grand purpose.
Starting at Hour 9, Null Hosts are totally immune to
all Compulsions that aren’t initiated by their parasite.
Note that this perk likewise makes them unable to
accept a Dread Intervention from any Beyonder
other than HagYe.
HOUR 11: SYMBIOSIS
By the time a Null Host’s Hour Hand nears Midnight,
the separation between the parasite and its bearer is
so infinitesimal that the two may as well be one. The
Host has been given purpose, guidance, and pro-
tection by their passenger. The Servitor has gained
insight, connection, and even something approaching
fondness for its vessel. In many cases, the Touched is
fully aware of their precious cargo, having come to
view it with the same attachment and protectiveness
they do one of their own limbs. At Hour 11, a Null
Host may call on this Symbiosis to accomplish feats
that would otherwise be impossible.
Once per session, the player of a Null Host may de-
clare that their character’s symbiote is taking over for

any one action. This action can’t be intricate or overly
complicated. Examples might include “tear down this
barrier,” “attack that enemy,” or “defend me.” For the
rest of the scene, whenever the character makes a skill
check to complete this action, they roll as if they have
both the appropriate Aptitude and Specialization,
regardless whether this is the case. In addition, they
may add an additional 3d8s to the check, and they
ignore all Distress dice they’ve accrued. Note that
this perk doesn’t allow the character to take multiple
actions; the symbiote simply assumes command of
their body and mind.
REQUIREMENTS
The Living Void hides her celestial choir beneath all
the other chatter of the universe in the deep silence of
nothing. For this reason, Touched who are unfortunate
enough to become part of its mortal Host tend to be
explorers, philosophers, or scientists who are able
to find the remote places it has hidden its Servitors
in The Midnight World. To reflect this likelihood,
characters need an Acumen of at least rank 2 to join
the Null Host. They must also have at least two of
the following Aptitudes: Navigation, Science, Create,
Research, Occult, or Drive/Pilot.
DRAWBACK
By their very nature, the Null Host occasionally
find themselves compelled to perform a task. These
things may be menial; perhaps they can’t help but
take a particular pupil under their wing for the night.
On the other hand, the duties asked of them may
be monumental and long-reaching, such as a Host
who is tasked to make a profound breakthrough in
human understanding of faster-than-light travel. In
most cases, a Null Host will have a combination of the
two, with a difficult long-term goal being occasionally
interrupted by urgent but simple impulses. In nearly
every instance, though, the Host genuinely believes
that the Compulsion is an idea of their own creation.
It’s exceedingly rare for anyone to realize that these
thoughts are exogenous in nature.
Work with your Director to create one or two se-
ries-length Compulsions, and be prepared to have
immediate ones occasionally added at the Director’s
discretion. More on Compulsions can be found in
Chapter 3.
THE MIDNIGHT WORLD
NOTEWORTHY MEMBERS
Congressman Dr. Max Hartwell
Congressman Dr. Max Hartwell was elected because
of the recent push to appoint more scientists to na-
tional office. An experienced marine biologist, he was
an active field researcher until deciding to go into
politics. Obviously, Dr. Hartwell’s platform focuses
heavily on environmental concerns like fishing regu-
lations and climate change, but he also endorses some
unusual ideas. Dr. Hartwell argues that colonizing
the seafloor is just as valid a goal as extraplanetary
colonization, as well as claiming that the life forms
that exist around deep-sea vents may in turn offer
insight into developing more sustainable food sources
for humanity’s ever-growing population. With these
ideas in mind, the congressman constantly campaigns
for increased funding for deep-sea oceanic explora-
tion and research, arguing that humanity’s next leap
forward probably lies somewhere in the seemingly
lifeless depths.
“Prophet” James Alexander
James Alexander preaches to the masses about the
worthlessness of humanity every Sunday at the corner
of West Ave and Northbrook. His “congregation”
consists of an ever-fluctuating motley of indigent
and disenfranchised people. While many come just
to chuckle at his mad ravings and go home feeling
self-righteous about their own sanity and life choices,
there are always a few who stay to talk to the prophet
about his teachings afterward. Some only have one
in-depth conversation before seeming to fade away,
but others fill out the crowd week after week. Some
city politicians have made noise about the gatherings
being a nuisance, but despite the crackdowns on the
indigent elsewhere, the prophet’s sermons are always
left unmolested. For this reason, many view Alexan-
der’s teachings of abandoning the self to be a refuge
in a world of otherwise active cruelty.
CHAPTER 6: CULTS
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THE STALKER MOVEMENT
For the most part, humanity is powerless to stymie
the designs of the Beyonders and their ilk. Even the
Touched, who can muster incredible power, have the
odds stacked almost incalculably against them. There
are those, though, who have decided to reject the
odds and dedicate themselves to cataloging, studying,
and ultimately destroying the Dread Beings’ agents
that have forced their way into The Midnight World.
Most of these heroic figures are unaffiliated with
any particular group. Lone hunters fight ferociously,
but they rarely make much of an impact against the
multiverse’s infinite horrors. Some of the warriors,
though, think bigger. They seek out other people like
them, other Touched who are prepared to do more
with their lives than lose them. Their search often
leads them to the Stalker Movement, a loosely orga-
nized, but highly effective cabal of would-be demon
hunters, wholly dedicated to the notion that they can
save the world from the cosmos’ unspeakable horrors.
The Movement isn’t huge. In fact, there are no more
than a few hundred Stalkers active in the world at any
given time. Even with so small a force, though, the
organization consistently makes remarkable progress
against creatures from beyond the Veil. This success is
due, in large part, to the unparalleled ferocity of their
training; the old maxim “train as hard as you fight”
is woven into the Movement’s very DNA. Likewise,
they’re renowned among the other cults for the truly
staggering amount of knowledge they’ve cataloged.
There are very few shadows in The Midnight World
that don’t have a meticulously researched Stalker dos-
sier about them hidden away in some occult library.
Most members of the Stalker Movement indignantly
denounce the idea that they’re part of a cult, and
there’s definitely some merit to their argument. Af-
ter all, they don’t host meetings or organize large
functions. Apart from their initial training and the
occasional face-to-face debriefing, they’re not likely
to come into direct contact with more than a handful
of other members. In addition, while most cults ex-
plicitly serve the aims of some Beyonder or another,
the Movement insists they’re free from such infection.
THE MIDNIGHT WORLD
Ostensibly, at least, that reasoning seems plausible.
Their very raison d’etre confirms it. Still, scholars
from outside the cult raise some fascinating questions
about its practices. Why do they keep their libraries
hidden from the greater membership? Why does the
Movement remove members with advanced capabil-
ities from its rolls? Why don’t the Stalkers, with their
ample resources, have any sort of headquarters? There
are almost certainly benign answers to all these lines
of inquiry. Nonetheless, those Stalkers who become
too inquisitive about the Movement’s origins may
eventually find a truth too horrible to bear.
HISTORY
The Stalker Movement has existed, in some form or
another, since the advent of the written word. While
demon hunters and occultists certainly predate re-
corded history, they were often fractious and disor-
ganized. However, when they finally had a means by
which to catalog and share their observations about
the terrors in the night, these once-scattered people
began to find common ground. Groups of like-minded
warriors gathered for the explicit purpose of trading
their stories, and the root of what would become the
Movement formed naturally from there.
That isn’t to say that the modern Stalker Movement
looks anything like its predecessors. It’s impossible to
draw a distinct lineage from a cell in Boston all the way
back to the Inquisition’s witch hunters, but the two do
share some common ideological underpinnings. Thanks
largely to the technological wonders of the modern
era, the Movement has evolved from a disorganized
tangle of secretive cults into something more closely
resembling a covert paranormal military.
CHAPTER 6: CULTS
ORGANIZATION
Militant as their cult may be, Stalkers don’t organize
methodically. There isn’t a rank structure, per se,
though members with a substantial number of suc-
cessful actions generally enjoy the respect of those
with fewer trophies to show. They don’t really enforce
a code of ethics either. Stalkers expect one another
to complete their missions in the most efficient and
least destructive way they can, but the Movement as a
whole understands that occasional collateral damage
is a tragic inevitability.
173
 THE MIDNIGHT WORLD
The cult does have a set of expected roles, but the
group rarely asks its members to pin their entire
performance to one. A Subject-Matter Expert on
the Appalachian Haint, for instance, might also be
a Pathfinder who specializes in reconnaissance in
the forested mountains of southern Tennessee and
northern Georgia. A Logistician who coordinates
teams in the sprawl of San Diego might also perform
double duty as a hell-raising heavy Striker with a
focus in explosive ordinance. The Movement does
not usually ask its new members to perform multiple
roles at once, but it isn’t uncommon for the more
experienced hunters to do so.
SUBJECT-MATTER EXPERTS
All Stalker field actions begin and end with a relevant
Subject-Matter Expert (SME). These individuals have
spent thousands of hours engaged in meticulous
research, direct observation, or some combination
of the two. They’ve developed a nearly depthless
understanding of a particular field of study: any-
thing from one specific Dread Being to the kinds of
extraplanar activity a region might expect. When a
SME discovers an actionable item, they put together
a thorough dossier that they then pass to Logistics for
review and planning. SMEs invariably have hundreds,
or even thousands, of hours of experience with their
chosen topic, and they are almost always powerful
Touched in their own right.
LOGISTICIANS
The members of a logistics team coordinate intel,
resources, and operatives to ensure the best possible
outcome for field actions. SMEs understand Beyon-
ders, but Logisticians understand the Movement. A
single Logistician may cover a broad geographical
area, or they may know which teams are special-
ized to tackle an exact threat. They have a thorough
understanding of Pathfinders’ and Striker teams’
capabilities relevant to their interests, and Logisti-
cians have well-established and protected means by
CHAPTER 6: CULTS
which to contact them. They also enjoy a modicum
of begrudging respect; even those Logisticians who
aren’t fearsome combatants are absolutely crucial to
the success of any action. When a SME receives a
dossier, a Logistics expert will review it and form an
action plan. Ultimately, they’re responsible for assign-
ing Pathfinders and Strikers to support their plan.
PATHFINDERS
Once a logistics team forms an action plan, they assign
a forward recon specialist, or Pathfinder, to assess its
174
viability and arrange its execution. Pathfinders are
generally skilled at stealth and infiltration, and the
best of them are masterful critical thinkers as well. It’s
their job to put eyes directly on a target and confirm
that the intel they’ve been given is accurate. They’re
also responsible for filling in as much relevant detail
for incoming Strikers as possible, such as amounts
and kinds of resistance, helpful or harmful items
that may litter the battlespace, and possible means
of egress if things go sideways. Usually, a Pathfinder
will stay to observe an action, but they’ll only get
involved if they absolutely have to, even though they
are capable combatants in their own right. In fact,
the dangerous nature of their duties requires that
they be just as competent as any Striker. However,
it’s critical that their field observations make it back
to the SMEs and, ultimately, the Librarians. They
simply can’t risk getting taken down before they can
write their reports.
STRIKERS
Most Stalkers are somewhat proficient in close-quar-
ters combat, but the direct engagement specialists
are masters of destruction. They may share the same
designation within the Movement, but no two Strik-
ers operate in the same way. Some work in heavily
coordinated teams, with clockwork finesse ensuring
minimum collateral damage. Others may charge in
totally alone, intent to bring the block down if they
feel it’s warranted. Some generalists study combat
maneuvers relevant to any situation, and still others
may be deeply specialized in the elimination of one
kind of threat. In any case, once an action is com-
plete and a target is down, the Strikers responsible
meet up with the mission’s Pathfinder, and together
they compile a detailed report to send back to the
SME who originated the action. These “after action
reviews” are imperative, as they allow a SME to up-
date their information based on real-time reporting
from the field.
ORDERS AND DAUGHTER CULTS
THE LIBRARIANS
Since its very origin, the Stalker Movement has had an
almost-reverent relationship with the written word.
Prior to that innovation, demon hunters were only
able to share the knowledge they had gathered in
person, through the art of storytelling. These stories
were shared at great risk, both of being heavily exag-
gerated and of being entirely lost should an Egregore
sniff out a meeting location. Once information could

be committed to a physical medium, though, Stalkers
across the world were able to compare notes and
develop plans. Still, writing added another peril to
the burgeoning Movement. All that data had to be
collected somehow, and the storage locations had to
be adequately maintained so that even the weight
of eons couldn’t destroy it. Further, those areas had
to be fiercely protected against external threats, and
the protectors themselves could not be corrupted by
the depthless knowledge they were tasked to guard.
To accomplish this, the Library was formed. Even
at the very beginning, it wasn’t a single edifice. It’s
simply too dangerous to store all of the Movement’s
knowledge in one place. Instead, pockets of occult
information were established and maintained all
over the world, each with some tiny fragment of the
cult’s entire collection. For each of these repositories,
a single Stalker acted as Librarian. These individuals
became the only living beings at any given time to
know a Library’s location and contents. They received
every available resource, from Dread Artifacts to
mystical training, to defend their charge against even
the most monumental threats.
Stalker Libraries have changed remarkably from those
early days, but the Librarian’s role has never shifted.
They may be tasked to protect a physical room, with
endless shelves of occult scrolls and field notes. They
may have infiltrated a local town’s internet and spread
all their information across this network of zombie
computers. In any case, every Librarian devotes
their life to protecting and cataloging the lore that is
entrusted to them.
Obviously, this duty takes a psychological toll. They
may not be easily corruptible, but no mortal mind
can indefinitely withstand exposure to the kinds of
information they’re expected to organize. Because of
this risk, the Movement closely monitors Librarians,
and they are never asked to serve in any capacity
outside of their responsibilities to their stacks. In
addition, they are not allowed to retire. Accepting
a position as a Librarian is a lifelong commitment,
and each one is keenly aware of their mental state.
Should a Librarian ever find themselves too close
to the edge of reality, they’re expected to nominate
their successor and “resign” peacefully, with dignity
and grace. Almost all Librarians accept this grim
duty, and the Movement hosts heroic memorials for
those who reach this end. For the very few Librarians
THE MIDNIGHT WORLD
who don’t maintain this tradition, multiple teams
of experienced Strikers are usually required to ease
them to their rest.
Librarians are usually very powerful, and they may
have trouble integrating into a team of player-char-
acters. It’s up to the Director to decide if a player may
portray such a character, but portraying one should
be exceedingly rare. Stalkers must be at least at Hour
8 to be considered for Librarian duty.
PERKS
HOUR 3: SPECIALIZED TRAINING
Every member of the Movement undergoes a sub-
stantial amount of focused training as part of their
induction. Through these tough, but comprehensive,
lessons, prospective Stalkers build the foundation
upon which their survival (and that of their com-
rades) will eventually come to rest. Because of this
rigorous instruction, characters who join the Stalker
Movement may add either an additional combat Ap-
titude or an additional Specialization in their current
one. In addition, they may add one other Aptitude
or Specialization of their choice to compliment the
role they expect to fill.
HOUR 5: SIGNATURE GEAR
While other militant cults value uniformity, the Stalker
Movement encourages its members to develop and
maintain fearsome unique personas. These personal
“brands” allow each Stalker to conceal their mortal
identity under the terrifying mask of a relentless
occult warrior. The creation of these identities can
be onerous, so to aid in the process, the Movement
offers a selection of highly customizable weapons and
armor to those Stalkers willing to put in the work.
When your character reaches Hour 5, they receive
a single piece of Signature Gear that is built to their
exacting standards. These items begin as Minor Dread
Artifacts, but starting at Hour 6, you can use your
CHAPTER 6: CULTS
character’s Advancement Points to upgrade the item’s
damage or armor values, add Qualities, or even add
Dread Qualities. Signature Gear can’t be upgraded
beyond the Esoteric level, meaning that your artifact
can never have more than three Dread Qualities.
HOUR 9: ALTERNATE MANIFESTATION – EXFIL
Stalkers are rare among the Touched, and every one of
them requires a huge amount of resources for training.
For that reason, when a hunter reaches Hour 9, their
player may choose this alternate Dread Manifestation
175
 THE MIDNIGHT WORLD
instead of one of those from Chapter 4. Exfil is meant
to be used as a last-ditch means of survival when an
action has spiraled hopelessly out of control. To use
Exfil, add 4 Minutes to your character’s Midnight
Clock. They, and any willing targets they designate,
suddenly, jarringly teleport from the battlefield to a
rally point up to five miles away. This effect is instan-
taneous, and it can be thoroughly disorienting for any
characters who weren’t prepared for it.
HOUR 11: NO PERK
Due to their inherent drawback, Stalkers do not
receive an Hour 11 Perk.
REQUIREMENTS
For reasons that should be glaringly obvious, the
Stalker Movement requires its hunters to be compe-
tent above all things. They need to be well versed in
both general concepts relevant to their roles and the
specific minutia of their focus. To reflect this training,
all Stalkers must have the Occult Aptitude, and at least
one Specialization within it. Also, Stalkers need to be
ready and willing to engage in tremendous violence
when necessary, and they are required to have at least
one combat Aptitude: Hand-to-Hand, Weaponry,
or Marksmanship.
DRAWBACK
The Stalker Movement frequently defies direct com-
parison to other cults. While those organizations
exist to serve the ends of some extra-planar master,
the Movement proudly proclaims itself free from the
influence of any Dread Being. Whether this claim
is entirely true is irrelevant; the Movement believes
it wholeheartedly. For this reason, senior leader-
ship is extremely cautious with any member of the
Movement who strays too far outside of the bonds
of conventional reality.
When a character in the Stalker Movement reaches
Hour 11, they are offered (read: forced to accept)
CHAPTER 6: CULTS
a generous retirement package. They’re given ev-
erything they’ll need to live out the rest of their
lives modestly, but peacefully. In return, the Move-
ment requires them to immediately cease all in-
teraction with the Beyond. They must return any
paraphernalia from their time with the Movement
to the armory, and any pending duties are reas-
signed to other operatives. Finally, the Stalkers
ask them to forever subdue their impulse to use
Dread Manifestations in any circumstance. Apart
from a specialized handler who monitors them,
176
the Movement officially and permanently severs
all communication with the retiree.
A few members baldly refuse this offer. Many others
find themselves ultimately incapable of restraining
from the use of their powers. In these cases, it isn’t
long before the Movement dispatches a Striker team
to ensure that the once-proud Stalker takes advantage
of the rest they’ve earned.
NOTEWORTHY MEMBERS
Jasmyn Valoure
Jasmyn Valoure, known simply as “Jass” in the places
she haunts, has gained considerable attention through-
out the Stalker community, especially among the
Movement’s young women. This fascination is due,
in part, to her grim persistence; Jass has infamously
bagged monsters many orders of magnitude more
powerful than she is, simply by wearing them down
night after night with strike-and-vanish tactics. She
may not have the raw physical strength of some of her
colleagues, but she more than makes up for it through
cunning and unmitigated force of will.
Jass doesn’t often talk about the circumstances that
brought her into the Movement. Very few can claim
to be close to her, but those who do know only that
someone she loved dearly was poached from the
timeline by a servant of Gnomonia. They also whis-
per that, unlike most Stalkers, Jass wasn’t sought out
for recruitment. In fact, a nearby cell discovered her
quite by accident when they closed in on a beast they
had been hunting, only to find her single-handedly
finishing it off. In the years since then, Jass has never
given up on finding what was taken from her. She
has successfully killed dozens of Gnomonia’s brood,
and she has compiled extensive knowledge about
the Church of NOW. Due to her experience (and her
sometimes-alarming ferocity) she has recently been
named the Movement’s Subject Matter Expert on the
Murderous Fate and her servants.
Damien
Because of the Stalker Movement’s loose structure, and
because of its permissive stance, allowing individual
hunters being able to pursue their own aims, there’s
an unfortunate tendency for some Stalkers to go “off
the grid.” These loners are still loyal to the Movement
and dedicated to its ultimate goals, but their methods
are often distasteful to other Stalkers. For his part,
Damien made the decision to isolate himself after
 THE MIDNIGHT WORLD

the Logistican controlling his cell had been deeply into an independent, one-person cell. These days,
corrupted. When Damien’s team went on an osten- young Stalkers whisper Damien’s name with awe and
sibly simple tag-and-release mission, he emerged as reverence: a sort of totem they invoke in hopes that
the only survivor. Armed with definitive proof that he might arrive in a moment of need to rescue them.
the Logistician had betrayed them, Damien might As outlandish and superstitious as such a thing might
easily have abandoned the Movement and signed on seem, it has happened more than once.
with a competing cult. Instead, he sequestered him-
self. He began to compile his own stacks, free from
the Librarians’ intense control. He taught himself a
litany of magical rituals and trained himself to the
point of collapse, attempting to transform himself

CHAPTER 6: CULTS

177
CHAPTER 6: CULTS THE MIDNIGHT WORLD

178

THOUGHT WARDENS
When Plato’s Cave was devised in Republic, it present-
ed a challenge that philosophers have not yet been able
to adequately answer. Like the hypothetical prisoners
chained in that cave, the shadows cast on the wall in
front of us limit all of humanity’s perception. For us,
these shadows are the foundation of reality. In truth
though, they’re only a pantomime played out by be-
ings on the other side of the wall; their dramatization
of the cosmos is only as faithful as those entities are
willing to give us. To gain a purer understanding of
creation’s nature, Plato argued, one must break the
chains binding them. They must peer around the wall
to glimpse the sunlit beach outside, from which the
shadow-puppeteers are taking their cues.
To the Thought Wardens, Plato’s direction was only a
first tiny step towards understanding the multiverse. It
isn’t enough to perceive the truth oneself, they argue.
Indeed, even if we can observe that distant horizon,
we are still beholden to the vagaries and miscon-
ceptions of our own individual perception. Instead,
the Wardens have taken what they insist is the next
logical evolutionary leap towards perfection. They
view human intelligence as something other than a
solitary bastion, an isolated and insignificant micro-
processor tragically cleaved from its motherboard.
Instead, they believe that each cognizant mind is a
part of a genuinely breathtaking whole—an organism
of pure intellect that can see beyond the wall, beyond
the cave, and even past the beach itself. By collating
their thoughts, insights, and experiences, the Thought
Wardens contend that they can plumb the depths
of the sea itself to piece together the most complete
understanding of creation possible.
This isn’t to say that the cult frowns upon individual
thought; much to the contrary, in fact. The wide vari-
ations in the way that each person operates provides
the most clarity when ideas combine. Due to this
belief, the organization’s leadership encourages its
members to approach every problem with their minds
open and with an unfettered willingness to put aside
their biases. Every Warden, no matter how they may
approach a problem, has a perception that is equally
valued. When the Wardens collate and review all of
these (sometimes shockingly divergent) points of
data, few obstacles or foes stand in their way.
THE MIDNIGHT WORLD
It’s also inaccurate to assume that every single Thought
Warden has joined a malignant hive-mind. While some
members, especially at the highest ranks, remain con-
nected to their colleagues at all times, this connection
doesn’t suppress their own ability to think. Instead,
it adds their personal observations to the whole and
more fully rounds out the cult’s collective capability.
The Wardens maintain a respectful distance from the
Dread Being they serve. None would deny that they
work to oblige the will of the Burrowing Crown, but
they insist that they’re able to blunt its curiosity and
slow its progress enough to indefinitely prolong human
existence. In many ways, the cult sees itself less like a
servant of the Crown, and more like its mortal handlers.
It’s hard to say whether this arrogance is warranted,
but so far, most human minds in The Midnight World
retain their unique and distinct properties—evidence,
the cult claims, of its success.
HISTORY
The history of The Midnight World’s other cults is
often shrouded or forgotten. Even the Children of the
Everblazing Star, who are arguably the most organized
among them all, lost track of its origins before its many
component groups banded together in the late BCE.
The Thought Wardens, however, maintain a detailed
and thorough account of their founding deep within
their collective memory, an amalgamation of a dozen
first-person accounts.
During the earliest days of Greek philosophy, the
first Wardens were a group of like-minded theorists
working together to imagine the purpose of physical
creation. Unsatisfied with the teachings of their time,
they sought any means by which to grasp the nature CHAPTER 6: CULTS
of the cosmos more fully. Eventually, this boundless
curiosity led them to ancient rituals that opened com-
munication directly with the Burrowing Crown. This
contact granted them the insight they had hoped, but
it came at a price none had anticipated. The Dread
Being connected their intellects with the gossamer
tendrils of its web, allowing them to perceive in ways
no other human ever had. It also pressed them into
its service, charging them with the responsibility to
prosthelytize and to add all sentient life in this universe
to its ever-expanding collective.
179
 THE MIDNIGHT WORLD
Since their inception, the Thought Wardens have
pursued this mission, albeit with more caution and
restraint than their benefactor would prefer. By their
estimation, it’s worthless to attempt to contain all
human intelligence at such an early stage of our de-
velopment. Instead, they have recruited those minds
most critical to aiding human evolution towards
something worth the Burrowing Crown’s efforts.
ORGANIZATION
This cult is composed almost entirely of academ-
ics. Educators, scientists, and medical professionals
make excellent additions, as do any other Touched
who dedicate themselves to constant learning and
development of their mental faculties. Once they’ve
accepted official recruitment into the cult, it assigns
new Thought Wardens to one of the group’s three
orders. Apart from that assignment, the cult does not
possess a concrete organization or structure. Though
Stewards perform a higher cognitive function than
Learners, for instance, they don’t technically outrank
their counterparts. Nor does the cult expect a Steward
to serve the same group of Learners constantly. Like
processors in a computer, different resources from
across the cult execute specific commands at different
times, depending on need.
Wardens who advance to later Hours eventually
join the Cortex: a kind of mental nexus that allows
instant communication across all connected mem-
bers. Younger and less-experienced members receive
directives from the Cortex, usually by direct thought
injection, but their connection to it is minimal until
they’ve proven their efficacy and loyalty to the whole.
ORDERS AND DAUGHTER CULTS
Three distinct orders exist within the Thought War-
dens, each dedicated to a different facet of their
ultimate goal.
MATHITES, THE LEARNERS
CHAPTER 6: CULTS
Mathites make up the overwhelming majority of
membership within the Thought Wardens. Like neu-
rons in a colossal brain, these Wardens seek out and
absorb input, taking particular care to ensure that as
many of them as possible can consider new informa-
tion from multiple angles. An almost pathological
curiosity afflicts most Learners; they often have a deep
and abiding need to unravel the multiverse’s mysteries
wherever they can find them. Junior Mathites tend to
keep detailed journals of their experiences in hopes
of recording every piece of critical data they might
180
need when they report back to their Stewards. At the
height of their powers, such paltry means of capturing
information becomes archaic; they’re simply able to
“upload” their findings to the Cortex.
DIACHEIRISTES, THE STEWARDS
If the Mathites are the neurons that make up the
Cortex, then the Diacheirestes are its ganglia. Each
Steward receives and assembles input from multiple
Mathites, either by written report or telepathic signal.
In some cases, that information can be particularly
difficult to parse, and multiple Stewards may find it
more efficient to work together to pull it apart. In any
case, once they’ve worked the data into an acceptable
form, the Diacheirestes archive it within the Cortex,
where it will remain available for all Wardens who
might need it for future projects.
KYRIARCHOI, THE DOMINATORS
Many among the other orders consider the Kyriarchoi
to be a vulgar artifact of a bygone time—a vestigial
tail used to whip a body that no longer requires
coercion. In the early days, Dominators existed to
coral unruly Wardens towards their assigned tasks.
In the cult’s modern incarnation, they’re relied on
to provide security for risky operations. Through a
combination of gross mental dominance and phys-
ical prowess, they are the closest thing the Thought
Wardens have to a militant force.
ANEVIKE, THE ASCENDED
Most often, when a Touched makes direct mental con-
tact with the Burrowing Crown, it is the result of years
of service within the Thought Wardens. Occasionally,
outliers open that channel without the discipline or
fortitude to withstand its intrusion. Usually, these poor
souls immediately break under the weight of infinite
minds across infinite space, each taking or leaving bits
of information without regard for their safety. What
remains is little more than a shell. These paralyzed,
catatonic Touched are the Anevike, and the Thought
Wardens regard them with something approaching
religious reverence. When the cult discovers one, it
will go to any length to retrieve and protect them.
Thought Wardens whisper that the Anevike are the
foundation of the Cortex itself. Whether this is true
is largely irrelevant. Anyone who dares threaten one
will quickly find the entire might of the Thought
Wardens arrayed against them.

PERKS
HOUR 3: COLLABORATE
The entire point of most organizations is to foster
teamwork and thus to increase productivity. The
Thought Wardens have taken this idea to its furthest
extreme. By removing the natural limitations of ex-
ternal dialogue, they’re able to maximize efficiency
and sideline such petty obstacles as miscommuni-
cation. Likewise, the distance between them does
not frustrate their efforts, enabling them to work
together over thousands of miles to solve problems
instantly. Upon joining, new members may call on
this network to gain valuable perspectives and to
take advantage of the cult’s combined knowledge.
Once per session, a Thought Warden character may
choose an Aptitude that they don’t have. For the rest
of the session, they may behave as though they do,
upgrading dice appropriately when the Aptitude
would apply to a skill check.
HOUR 5: COGNITIVE REFRAMING
No matter how “real” physical reality may seem to a
single person, the perceptions of those who observe
it vary without limitation. Typically, it’s only pos-
sible to consider how another person’s perception
might differ from one’s own in an academic sense.
One may understand that the color blue appears
differently based on the physical construction of
each observer’s eyeball, but it’s no simple matter to
then internalize the hue that a colleague describes.
At Hour 5, Thought Wardens are capable of that and
more. By consulting the Cortex, they can reconstruct
their own perceptions – and thus, reality itself – ac-
cording to the myriad perceptions held within the
archives. Once per session, you may change the Tag
associated with a creature or Dread Artifact. For the
remainder of the scene, the target behaves as though
it were always of your chosen description. You can
only move the adjective by one magnitude, but you
may move it in either direction. A Major Egrogore
might become a Minor one, for instance, thus losing
one of its Dread Qualities and a substantial amount
of Health. Conversely, a teammate’s Minor Artifact
could be reframed into a Major one with new Qual-
ities added.
HOUR 9: ALTERNATE MANIFESTATION – BRAINJACK
The Cortex is an amazing metaphysical construc-
tion, but it has limitations. Thanks to their carefully
maintained restraint, the Thought Wardens can’t
claim to access the combined knowledge and expe-
THE MIDNIGHT WORLD
rience of all humankind. Even as voluminous as the
archives are, there are gaps in it where unconnected
minds have observed events outside of its ability to
record. At Hour 9, some Wardens receive limited
means by which to address this weakness. Instead
of choosing one of the Dread Manifestations from
Chapter 4, they may opt to take Brainjack. To enact
this Manifestation, add 5 Minutes to your character’s
Midnight Clock and choose a target in line of sight.
The target must make an opposed skill check using
their Resilience and Mettle [Centering] against your
character’s Acumen and Wit [Psychology]. For each
net hit that you score on the check, you may ask the
target one question, and they must answer as accu-
rately as their perceptions allow. Note that Brainjack
isn’t necessarily a foolproof truth-telling power; the
answers your target gives are still subject to their own
biases, perceptual errors, and misunderstandings.
Unless your opponent scores more hits than you
on the opposed skill check, they remain unaware
that their mind has been invaded and this infor-
mation extracted.
HOUR 11: PERFECT SYNERGY
By the time they’ve reached Hour 11, members of
the Thought Wardens have become so entirely con-
nected to the Cortex that they’re able to operate it
autonomically, much like their own brains signal their
hearts to beat. Obviously, this deep of a link provides
impressive benefits when it comes to depositing or
accessing stored information, but clever Wardens
have learned to use it for an entirely different end.
Once per session, a Thought Warden at Hour 11 may
activate any Dread Manifestation of Hour 9 or less
from those listed in Chapter 4. They don’t need to
have seen the power used before, or even be aware
of its existence; in the moment that they need the
Manifestation, one of their colleagues on the network
will simply lend it to them. However, they must still
pay the full Minute price for using it.
CHAPTER 6: CULTS
REQUIREMENTS
The Touched who make up the Thought Wardens
provide the entirety of the cult’s processing power, and
thus new Wardens should be appropriately mentally
sharp. New members must have at least 2 ranks in the
Acumen Attribute and at least 3 ranks in either the
Mettle or Wit Skills. In addition, they must be able to
contribute valuable observations to the Cortex, and
thus need to have any two of the following Aptitudes:
Investigation, Research, Language, Occult, Science,
Psychology, Electronics, or Mechanics.
181
 THE MIDNIGHT WORLD
DRAWBACKS
While newer members of the Thought Wardens
aren’t connected directly to the Cortex, they must
still be receptive to frequent bursts of intrusive tele-
pathic communication that fire across the Thought
Warden network multiple times a day. They can’t be
mentally guarded or protective of their own personal
thoughts; there’s no perfect way to partition the hu-
man brain. Because of this necessity, Wardens can
never increase their Vigilance above rank 3. If their
Vigilance is already above this limit when they join,
it reduces to 3 and the points removed return to them
as Advancement Points they can use normally. Also,
Wardens cannot purchase the Centering Aptitude.
As with Vigilance, characters who have this Aptitude
when they commit to the cult must remove it and any
Specializations within it, adding to their Advancement
Points for reallocation.
NOTEWORTHY MEMBERS
Dr. Saida Rachman
By the time Saida was only 7 years old, she had already
lived through two bloody international conflicts. The
first, the Iran-Iraq War, took her father and older
brother. The second, the U.S.-led Gulf War of 1991,
killed two of her uncles and destroyed her remaining
prospects for the education she had craved her whole
life. With the economic outlook of her once-prosper-
ous family eradicated, Saida turned to intense prayer
and religious exploration. She wasn’t content to rest
on hopes, though, and instead spent years cataloging
CHAPTER 6: CULTS
182
and visiting sites of ancient spiritual significance for
her people. At one such place, a crumbling earthen
hut on the banks of the Tigris, she first made contact
with the Burrowing Crown. By all rights, this event
should have wrecked her intellect and transformed her
into one of the incurious Anevike. Instead, Thought
Wardens around the world were surprised to suddenly
hear a distinct new voice, frenzied in its fascination
with their practices. Since her induction into the cult,
Dr. Rachman has gained far more than the education
she once prayed for. Indeed, as perhaps the most
capable Diacheiristí in the organization’s history, she
has become world-renowned as the greatest scientific
mind of her age.
Socrates
Somewhere in the world, in one of the many heavily
defended fortresses maintained by the Wardens, there
is an Anevike of legendary reputation. Like all of his
brethren, the transcended himself has no memories
to speak of. What’s fascinating, though, is that the
archives remember him. From the very foundation
of the Thought Wardens through present day, his
unparalleled mind has provided the very basis of the
Cortex and the network that has grown from it. It’s
unclear whether he was the first Anevike; it’s likely
that others had emerged before him and died without
the care such a condition would require. What’s not
in doubt though, is that Socrates willingly sacrificed
his own identity to ensure a future for his cult, and
that he has become a symbol of immense reverence
and admiration since.
I heard water trickling before the door had fully opened. Inside, it was beautiful.

The room beyond that door glowed a pristine white, lit by tastefully concealed illumination. This wasn’t the clinical harsh light
of exposure, but the soft warmth of luxury. A spotless gallery awaited us. A handful of couches and chairs, upholstered in
white leather, sat expectantly on white-tiled floors. Two small fountains, bubbling happily, poured water into a complex array
of channels. Through those channels, water flowed.

My amazement must have shown on my face. Mr. Lake chuckled. “Not what you expected, is it, Jo?”

I shook my head, not trusting my words.

“Come on,” he said, holding the door open for me. “I’ll show you around.”

We slipped off our shoes on a mat by the door. Tracking club grime on those white tiles seemed like blasphemy. Through my
socks, the floor felt warm. “It’s…” I let my voice trail off.

“Not many people see this room,” he said. “Only the special ones. And yes, you’re one of us now.”

As we stepped inside, I sensed an odd chime echo off my bones. Silent resonance, like a song in a frequency I could feel but
couldn’t hear. Welcoming, yet alien.

“So, you do hear it.” Mr. Lake smiled. “Even after that awful din upstairs, you’re still open to the finer things in life.” He nodded
further into the room. “That’s what I like about you, Jo.” Again, he repeated, “You’re one of us.”

One of who, though? What did he mean?

The water channels, I noticed, formed designs in the tile floor. At their edges, that warm floor chilled. I hesitated at the edge of
one. Mr. Lake stepped past it, though, so I followed him. We wove our way through that design. “Our patrons,” he explained as
we went, “have special needs. Not the trite desires of the flesh. Something different. Something more.” I began feeling slightly
dizzy. The chime in my bones intensified.

I noticed odd sigils cut faintly in the walls.

“This is a nexus,” Mr. Lake went on. “The absurdities upstairs feed essence into this room. Energy, if you will. It sustains us. It
sustains… our patrons.”

My unease returned like fire.

“What…?” I began.

Then I saw it.

We rounded a set of folding screens, the kind you see in Japanese films. White paper stretched over white lacquered wood
frames. Behind them, another design in the floor. This one had been etched with shining gold and black complexity. Though
cut into the tiles, interwoven with the water channels, these designs seemed to float in the air above the floor. Hovering and
pulsing, they shimmered with cold light I felt more than I saw.

And in the center of that design…

I shook my head to clear it.

What I sensed there remained.

If reality was a fancy candle you’d left too long in a hot car, it might look something like what I saw in that design.

Except that it was moving. And breathing. And alive.

Someone slammed me in the face with a mirror made of ice. It shattered and I felt myself falling into every flying piece of
it. All I knew and all I was exploded into that cold and endless moment. I was everywhere but nowhere. I cascaded through
forever as a blast infinite shards.

Behind them all was nothing.

The essence of Not-Light.

The Void inside, outside, everywhere.

A trillion fragments of a broken whole.

My last illusions, gone.

My memories of that childhood dark returned.

From everywhere, I heard his voice. Resonant. Eternal.

“I knew you’d recognize it, Jo,” he said.

Welcome home.
 THE MIDNIGHT WORLD
CHAPTER 7: THE DIRECTOR’S CHAIR
ONE OF THE FIRST ARTS
Stories are likely the oldest art form in human history.
The methods of telling tales have evolved consid-
erably over time. From the oldest cave paintings in
the Pyrenees mountains, to the printing of the Epic
of Gilgamesh in Mesopotamia, to the performance
of Shakespeare’s plays all over Europe, storytelling
has found many ways and media to take shape and
please audiences. Today, storytelling is experiencing
an exciting resurgence. This renewed focus likely
stems from our increasingly digital world, which has
allowed for a newfound appreciation and exploration
of different mediums and formats. People want to
consume narratives differently, from turning books
into films, to comics becoming television series.
Storytellers have been vital members of human so-
ciety for millennia. The art of telling stories provides
a method for recording a person’s rich history and
a means to commemorate the past. Historians used
stories to chronicle remarkable achievements, fights,
natural catastrophes, and more. Teachers and elders
also used storytelling to terrify their listeners and
convey warnings about the world’s hazards.
CHAPTER 7: THE DIRECTOR’S CHAIR
TELLING TALES TOGETHER
This book provides a contemporary method for telling
a narrative with others’ participation. Role-playing
games give us an opportunity to construct a one-of-
kind tale for everyone involved. When a group of
people role-plays, most participants portray a single
character of their creation. In our game, we refer to
these participants as players. One of the participants
represents the world, which includes everything from
the setting to any supporting characters that help
tell the narrative. They also act as game’s guardrails,
working with other group members to advance their
own stories. In The Midnight World, we refer to this
individual as the Director.
Everyone has a chance to help weave the tale, and
all players have an equal right to shape the game’s
progression. Directors are not the only storytellers in
186
the room, and as such, they should not act like it. This
practice is crucial when working with players who are
new to role-playing or who may feel uncomfortable
taking center stage.
WHY WORDS MATTER
A Director overseeing a game of The Midnight World
is akin to a filmmaker. In addition to serving as a guide
for the players, they make decisions that affect the
gameplay experience. The Director is responsible for
adjudicating regulations, describing events outside of a
player’s control, and establishing the context in which
the players can participate. Directors also populate the
world around the players with non-player characters
(NPCs), Dread Beings, and anything else the players
will encounter as they try to solve the mysteries beyond
the Twilight Veil.
Players, on the other hand, add their own story to this
simmering stew. By portraying a specific character
on the stage, they’re able to round out what might
otherwise be a hollow and unsatisfying show. Players
should work to understand the different aspects of
their character and depict to the best of their ability
how these Touched might react to certain situations.
The players push the plot forward, and the Director
offers them a pathway to do so.
We see the Director/player dynamic in The Midnight
World as one of collaboration instead of competition.
When a player wishes for to their character to take an
action that wouldn’t be automatic, the Director calls
for a specific skill check that will dictate how well the
Touched accomplishes that task. Players should have
a grasp of what their character can do. While the
Director will generally keep up with mechanics such
as a Trauma Trigger or challenge, boons like Solace
Triggers, Privileges, and Dread Manifestations are
solely the player’s responsibility.
Now that we have established the basics, let’s get
started on your journey as a Director. This chapter
provides an overview of what is expected from you
as the game’s leader and offers some helpful tips to
make your experience more enjoyable. We will share
 THE MIDNIGHT WORLD

our (not-so) secrets to running an engaging game.
In addition, we’ll go over how you can help create a
safer environment for collaborative storytelling. This
guidance includes examining tough topics such as
consent and calibrating gameplay to meet the mental
health needs of all participants. Finally, we will ex-
plore story-craft, how to break down a plot into its
components, and how to maintain a pace that keeps
the players seeking more.
UNEASY IS THE HEAD THAT
WEARS A CROWN
needed. The goal is to have a good time, not to
create strife.
Accept that you will make mistakes. You might mis-
remember a rule or mix up different components of a
plot. That’s alright! We’re human. If you obsess about
running a “perfect” game, ask yourself why you set
such a high standard. Are you concerned about how
your players will think of you if you make a mistake?
This is not a healthy mindset for anyone, especially
the Director. The key is to learn from your mistakes
and not beat yourself up. If you make a mistake,
apologize to your players and move on.

WHEN TO CALL IT A WRAP

Time for some straight talk. Before jumping into the
There will likely come a time when you are just over
how-to of running a game, let’s first explore one of the
being a Director. You might experience burnout
essential components of being a good Director: your
where running the game feels more like an unpaid
attitude towards power. The Director sets the game’s
job. Real life may creep up on you to the point where
tone. You determine what challenges the players face
you don’t have the time or energy to commit to run-
and how to present their tribulations. In addition,
ning a game. One of your fellow participants might
you control the game’s pacing, what system rules are
be chomping at the bit to take over as Director and
utilized, and how they are implemented. How you
run their plots. How you respond to those scenarios
handle overseeing the game sets the stage for how the
depends on your attitude towards power.
other players experience their time in The Midnight
World. It’s a lot of responsibility!
If you see power as something to be hoarded, you
might resist relinquishing the title of Director. Af-
THE DIRECTOR’S CHAIR IS NOT A THRONE
ter all, if you’re not in charge, who is? This kind of
If you equate power with control, you risk trying to
thinking creates an environment where there’s only
steer the game in a direction that the players don’t
room for one person in the position of authority. It’s
want to go. Depending on their own experiences with
an unhealthy dynamic that can lead to problems,
feeling disempowered, you risk unintentionally caus-
both in and out of the game.
ing harm within what should be an entertaining and

CHAPTER 7: THE DIRECTOR’S CHAIR

safe environment. However, suppose you see power
It’s equally unhealthy for you, personally. This mindset
as a means of effecting change. In that case, you can
can make you feel taken advantage of and resentful,
use your position to challenge the players in fun and
and if you aren’t careful, you just might come to
exciting ways while still respecting their boundaries.
despise the entire experience. That’s why it’s crucial
that you internalize the next sentence:
As the Director, you must keep your ego in check.
This role is not about telling a static story or being
You aren’t the only person in the group responsible
the center of attention. It’s about helping the group
for the game. That truth can be very difficult to wrap
come together to create something memorable. If you
your head around, especially if you come from other
can remember that, you’re already ahead.
kinds of games where the person behind the screen is
the sole authority, and the game lives or dies as they
Along those lines, being a Director means that at
dictate. Collaborative fiction games, though, belong
some point, you will make a decision that disap-
to the entire group. As such, some avenues offer relief
points your players. Back to that power thing—you
without shutting the table down and ending the story.
can’t control how others feel about you or your
If you’re uninterested or unable to continue filling the
actions. It is impossible to make everyone happy
role of Director, it’s perfectly acceptable (and even
all the time, and that’s okay! What’s important is
encouraged) to step aside, make up a character, and
that you be honest with your players about your
let someone else take the reins.
intentions, listen to their feedback, and adjust as

187
 THE MIDNIGHT WORLD

If you foster a relationship with power where you see

it as a tool to create change, you’re going to have a
much more fulfilling experience with The Midnight
World. It can most definitely hurt to have to make
the decision to hand over leadership of a game, and
that hurt is both valid and okay. If you’ve surrounded
yourself with friends, though, that hurt will quickly be
replaced with relief once you’re portraying a character
and someone else is sitting in the Director’s chair.

NAVIGATING DIFFICULT
TOPICS IN HORROR
In most storytelling genres, it’s simple to stay away
from themes that might be unpleasant or painful
for the audience. When telling a hilarious story or a
powerful tale of bravery, no one wants to make their
listener cringe in discomfort. On the other hand,
horror unsettles and disturbs its audience. This genre
can be a tricky tightrope to walk, as you don’t want
to cause actual harm to your players, but you also
don’t want them to feel like they are being ignored
or coddled. So how do you navigate these complex
topics without crossing the line?

A WORD OF CAUTION
Whenever mental health is involved, you need to
recognize your limitations. If you are not a mental
health professional, you do not have the experience
to diagnose or treat such illnesses. Even if you have
completed the appropriate training and licensing,
CHAPTER 7: THE DIRECTOR’S CHAIR

an informal play environment is likely not a suitable

venue for conducting therapy. That said, some peo-
ple leverage role-playing games to heal their inner
wounds. If you allow this kind of play in your game,
you must understand how to properly hold space
for these players.

When someone uses The Midnight World to explore

their trauma, the Director must maintain a supportive
and non-judgmental attitude. Your responsibilities
include establishing and enforcing clear boundaries,
and providing adequate resources (e.g., trigger warn-
ings, a therapist referral list, etc.). It is also essential
to be aware of your own triggers and mitigate them
(e.g., avoiding specific topics, setting time limits on
play sessions, etc.).

PREVENTING UNINTENTIONAL HARM

One of the most important things you can do as
a Director is to avoid causing any harm to your

188

players. Some connect the idea of harm solely with
physical violence, such as hitting someone. However,
the two terms represent different components of an
experience. We use the term “violence” to describe
actions where someone or something forcefully takes
physical, emotional, or psychological power away
from another person.
Common types of emotional and psychological vi-
olence that can cause harm include:
• Verbal abuse
Using any type of insult or attack, whether direct or
indirect.
• Mental manipulation
Using words or actions to control someone’s thoughts
or emotions.
• Exclusion
One or more participants deliberately leaves someone
out of a social situation or conversation.
• Threats
This type of violence can be anything from making
an empty threat (e.g., “I’ll kill you!”) to an actual plan
to harm someone.
The term “harm” describes the after-effects of that
experience, whether short-term or long-term. Under-
standing emotional and psychological harm can be
difficult because it is often subtle and unintentional,
and its effects can vary wildly from person to per-
son. One participant might see their experience as a
non-issue, while another can be devastated.
The key is to be aware of the potential for harm and
take steps to mitigate or prevent it outright. Uninten-
tional harm can happen in the heat of the moment
during gameplay. If you see signs that someone is
becoming emotionally or mentally overwhelmed, it
is important to intervene. Providing support might
mean taking a break from gameplay, changing the
subject, or even ending the game session early if
necessary.
THE IMPACT OF REAL-LIFE TRAUMA
By its design, horror unsettles and disturbs its au-
dience. This genre often explores our deepest fears,
both real and imagined. For some people, these fears
are more than just abstract concepts. They are a daily
reality. Mental illness, abuse, and trauma are all too
THE MIDNIGHT WORLD
common, and many people quietly carry the weight
of these experiences with them every day.
We define trauma as “an emotional response to a
deeply distressing or disturbing event.” Most people
only recognize the big “T” traumas: natural disasters,
car accidents, physical violence, sexual assault, and
witnessing someone being harmed. However, other
types of events can cause trauma as well. These might
include chronic stress or anxiety, a sudden change in
life circumstances, bullying, or the death of a loved
one. Trauma can also be cumulative, meaning that it
doesn’t just happen once but instead builds up over
time. For instance, someone who experiences multiple
minor traumas, like a string of bad breakups or job
losses, may eventually reach a point of struggling
to cope.
Traumatic events leave an imprint in our memory.
A trigger can anything – a sound, a smell, a sight, a
touch – that sets off a traumatic memory or reaction.
These triggers can be external, like seeing someone
who looks like the perpetrator of a past attack. They
can also be internal, such as hearing a noise that
reminds you of the sound of breaking glass. Trig-
gers can be small or large, marginally significant or
incredibly potent.
When we experience a trigger, it can feel like the
event is happening again. Our heart races, our palms
sweat, and we may feel like we cannot breathe. We
may become overwhelmed with feelings of fear, anger,
CHAPTER 7: THE DIRECTOR’S CHAIR
sadness, or shame. In some cases, these reactions can
be so intense that we go into full-blown panic mode.
For people who have experienced trauma, horror
games can be a difficult and potentially harmful ex-
perience. Horror’s ability to evoke strong emotions
and reactions can easily trigger traumatic memories
and feelings. Games that rely on jump scares or gore
can be particularly damaging, as they often rely on
shock value to generate a reaction.
As you step into the Director role, it is vital to be
aware of the game’s potential for harm. It is also
essential to be proactive in ensuring that your game
is safe and supportive for all participants. A horror
game may not be a good fit for everyone, and that’s
okay. There is no shame in admitting that a specific
game setting is too intense or triggering for you or
your fellow participants. Many other games do not
involve delving into dark and potentially triggering
189
 THE MIDNIGHT WORLD
subjects. What matters is that you are honest with
yourself and others about your limits and boundaries.
CONSENT AND BOUNDARIES
IN HORROR GAMING
Before we get into the nitty-gritty of game mechanics,
let’s explore enthusiastic consent and boundaries.
These concepts are vital in any social interaction,
but they are especially important in horror gaming.
SEEKING ENTHUSIASTIC CONSENT
Our definition of enthusiastic consent is “a clear,
affirmative, voluntary agreement between all par-
ticipants to engage in a specific activity.” In other
words, it’s making sure that everyone involved in an
activity is on the same page and comfortable with
what’s happening. Yes (along with other affirmative
responses) means “Yes,” and anything else should be
treated as a “No.” Participants are also encouraged to
take as much time as needed to determine whether
they will give consent—this decision is something
that should not be rushed!
You may have heard of other types of consent; let’s
go over them briefly:
• Informed consent
All participants have the information they need to
make an informed decision about whether to partici-
pate. For example, if you’re planning on a game session
CHAPTER 7: THE DIRECTOR’S CHAIR
that involves graphic violence, everyone involved
needs to know that in advance so they can make an
informed decision about whether they want to play.
• Implied consent
Consent that is assumed based on a person’s actions
or words. For example, if someone walks into a room
where a game is already in progress, it’s generally
assumed that they consent to be part of the game.
• Coercive consent
When someone is forced or pressured into agreeing to
something. This coercion could come from emotional
manipulation, threats, or physical violence. Coercive
consent is never okay.
One of the challenges with coercive consent is that a
participant may feel pressured to agree even, if they
were not overtly pushed to make a decision. Due to
190
past traumas, a person may have difficulty advocat-
ing for their own needs, especially if doing so risks
disappointment or disapproval. This reality is why it’s
essential to create a safe and supportive environment
where people feel comfortable saying “no” without
fear of judgment.
There are many ways to get consent in horror gaming.
The most common method is to simply ask everyone
if they are okay with the subject matter before starting
the game. You can also check in with players peri-
odically to make sure that they are still comfortable.
If someone expresses discomfort, it’s important to
respect their wishes and refrain from pushing them
to continue. Remember, it’s always okay to say no.
It’s also important to note that consent can be with-
drawn at any time. Even though someone agreed to
something at the beginning, they can still change
their mind later on. The key thing to remember is that
consent should always be enthusiastic. If someone
does not want to participate in a specific activity, that’s
their right. No one should ever feel forced or coerced
into doing something they’re not comfortable with.
ESTABLISHING BOUNDARIES
In addition to getting consent from all participants,
it’s also important to establish boundaries. We define
a boundary as “a line that delineates what is and is not
acceptable behavior.” Everyone has different bound-
aries, so it’s essential to make sure that everyone is on
the same page about what is and isn’t okay. Just like
with consent, it’s important to check in with players
periodically to make sure that their boundaries ha-
ven’t changed. If someone does express discomfort,
it’s important to respect their wishes and refrain from
crossing that boundary.
TYPES OF BOUNDARIES
There are many different types of boundaries that
can be established in horror gaming. Here are a few
examples:
• Physical boundaries
These boundaries relate to physical touch. For exam-
ple, a player might not want to be touched at all, or
they might only be comfortable with certain types of
touch (e.g., light taps on the shoulder).
• Emotional boundaries
These boundaries relate to emotional intimacy. For
example, a player might not want to talk about their
 THE MIDNIGHT WORLD

personal life outside of the game, or they might only

want to share certain types of information (e.g., their
character’s backstory).

• Mental boundaries
These boundaries relate to mental stress. For example,
a player might not want to be in a game that is too
intense, or they might only want to play for a certain
amount of time.

It’s important to note that these are just examples.

There are many other types of boundaries that can
be established, and it’s up to each individual to decide
what works for them. Remember that boundaries can
be renegotiated at any time. If a player feels like they’ve
been pushed too far, they can always renegotiate the
terms of the agreement. This process could involve
setting a new boundary or withdrawing consent en-
tirely. The key thing to remember is that boundaries
should always be respected.

LINES WE DON’T CROSS

Even though this game encourages the Director and
players to negotiate and explore their limits, there
are certain lines that should not be crossed. While
these topics can make for some very unnerving and
uncomfortable scenes, the out-of-game discussions
on whether to include them can be triggering in and
of themselves. Remember, horror is about pushing
boundaries, but it should never cross into territory
that is harmful or traumatic for your players. Due
to power dynamics within a group, individuals who

CHAPTER 7: THE DIRECTOR’S CHAIR

are triggered by a certain topic may feel coerced into
participating or into remaining silent.

As the developers of The Midnight World, we believe

the following topics should never be allowed in a
session, and shouldn’t be broached as something
a group wishes to opt into in-game. Obviously, we
aren’t going to show up at your house and dictate
what topics can and can’t be part of a story, but we
don’t allow these things at ours:

• Sexual Violence
• Pedophilia
• Incest
• Racism
• Sexism
• Homophobia
• Biphobia
• Transphobia

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 THE MIDNIGHT WORLD
Your group may have additional topics they wish to
add to this list. The key is to ensure that everyone in
the group is on the same page about what is and isn’t
acceptable. This means having a conversation before
the game starts about what topics might come up in
the game and how you plan to handle them. You may
also want to have private conversations with each of
the participants to identify triggers that they may
be too embarrassed to share with the entire group.
Be prepared for feedback during the game in case
something comes up that wasn’t anticipated. If you
or any of your players feel like a topic is crossing a
line, trust your gut and don’t hesitate to speak up. It’s
always better to have an open and honest conversa-
tion about comfort levels, rather than risk someone
feeling like they have to endure something that is
causing them harm.
Even though we consider certain topics as harmful
to engage with during a gaming session, we do so
from a place of prioritizing our players’ safety. It’s
possible to discuss these topics in a manner that
is sensitive, instructive, and healing to those who
have experienced related trauma. However, we
also believe that such work should only be done by
those who are properly trained and experienced in
holding space for individuals who may be triggered
by the content.
If you or any of your players need support outside
of the game, please don’t hesitate to seek help. Just
CHAPTER 7: THE DIRECTOR’S CHAIR
one of the may resources available includes licensed
therapists, who can help you work through chal-
lenging topics. By defining what themes will not be
addressed during roleplay, you can provide a secure
and helpful environment for your players without
attempting to deal with issues that you might not
be equipped (or trained) to handle.
COURSE CORRECTION
Even when we take measures to provide a safe
gaming environment, things can still go wrong. You
might accidentally cross a boundary. Participants
may stumble on a trigger that they weren’t aware of
and experience an unexpected emotional reaction.
In these cases, you as Director must be prepared
to handle these situations.
192
One of the most important things to remember is
that you are not alone. We’ve all made mistakes.
It’s normal to feel guilty or ashamed when a par-
ticipant in your game experiences harm, even if it
was unintentional. However, your focus needs to
be on aiding the harmed individual, rather than
soothing your feelings of discomfort or awkward-
ness. Here are a few tools that can help you navigate
these tricky waters:
CHECKING IN
The first step is to check in with the triggered in-
dividual and see if they are okay continuing with
the game. If they are not comfortable continuing,
you may need to take a break or end the session
early. See how the player is doing and ask if there’s
anything you can do to support them. Simply being
seen and acknowledged is often enough to help
someone begin to calm down. Other times, they
may need a few minutes to process their feelings.
You should also check in with the rest of the group
to see how they are doing. The incident may have
triggered someone else, and they might feel just
as overwhelmed. If that’s the case, try to give the
player some space. Avoid focusing on the harmed
individual to the exclusion of everyone else in the
group. Doing so can further upset and isolate the
triggered individual, which is the opposite of what
you’re trying to achieve.
Believe your fellow players when they tell you that
they feel uncomfortable. You may feel tempted to
downplay an issue or write their feelings off as an
overreaction, but it’s important to remember that
you don’t know what a player is dealing with outside
of your game. What may seem like a small thing
to you could be a big deal for them, so, always err
on the side of caution.
ENCOURAGING ACCOUNTABILITY
Accountability entails recognizing that one’s words
and actions have consequences and accepting respon-
sibility for them. By helping players understand this
obligation, you help them become better participants
in the future. If someone in your group has hurt
another participant, it’s essential to encourage them
to take accountability for their actions. This process
may involve talking with them about what they did
and why it was hurtful. It can also include asking the
player to apologize to the harmed individual and take
steps to make sure the behavior doesn’t happen again.

Remember that accountability does not mean pun-
ishment. Accountability is about recognizing the
negative impact of one’s behavior—punishment is
about inflicting pain or inconvenience to discourage
that behavior from happening again. Constantly
turning to punishment as a corrective action can
lead to further conflict and resentment. Instead,
focus on helping the individual to understand why
their words or actions were hurtful and how they
can do better in the future. Education and informal
coaching are essential tools for a Director. You
need to be able to provide guidance and support
as players work to become better, more responsible
participants.
A person who experienced harm may inadvertently
harm another through their reaction. For example,
someone may lash out verbally at the person who
hurt them or at a third party trying to provide
support. In these cases, it is crucial to encourage
accountability on both sides. This process can be
challenging without seeming like you are taking
sides, but it is essential to remember that both
individuals are accountable for their words and
actions. Promoting accountability includes helping
participants understand why their reaction was
harmful and how they can do better in the future.
It’s also important to remember that not all account-
ability is created equal. There are different levels
of severity when it comes to harm, and the level
of accountability should reflect that. For example,
someone who accidentally says something hurtful
may need different support than someone who
deliberately set out to harm another. The import-
ant thing is to tailor the recommended corrective
action to the individual and their specific situation.
MAKING AMENDS
If you have harmed someone, it’s essential to take
responsibility for your actions and apologize.
Even if you didn’t intend the harm, your words
or actions had that effect, and you need to own
up to it. Making amends can be difficult, but it’s
a vital step in healing rifts.
It’s also important to remember that an apology is
not a magic fix-all. It may not be enough. However,
it is a start, showing that you are willing to work
to make things right with your fellow participants.
Making amends may involve talking to the harmed
individual and ensuring they are okay. You might
THE MIDNIGHT WORLD
also need to adjust your behavior moving forward
so that you don’t accidentally cause harm again.
Taking these steps can be difficult, but it’s important
to remember that you’re not perfect, and mistakes
will happen. The key is to learn from them and do
better next time.
STORIES OF THE MIDNIGHT
WORLD
As Director, you need to manage both the large-scale
elements of the game and the moment-by-moment
play. The interconnected stories that you share con-
tain many parts. You need to balance between the
big picture and ensuring that your players remain
engaged. Doing both can be difficult, but it’s essential
to creating a successful game. The following sections
contain advice on keeping the game running smoothly
while ensuring that everyone has fun.
PACING
One of the most important tools a Director can use is
pacing. Pacing refers to the speed at which the story
progresses. It’s crucial to find a balance between mov-
ing too slowly and too quickly. If the game moves too
slowly, it can bore everyone involved. On the other
hand, people might feel overwhelmed or lost if it’s
moving too quickly. Finding the right pace can be
difficult, but it’s essential to keep the attention spans
of everyone involved in mind. If people are starting
to get bored or antsy, it might be time to speed things
CHAPTER 7: THE DIRECTOR’S CHAIR
up. Conversely, if people seem overwhelmed or con-
fused, it might be necessary to slow down.
You can manage the pace of your game by tracking
how much content can be shared within a specific
period of gameplay. To help you through this process,
we will walk through five different time measurements
that The Midnight World utilizes: Scenes, Sessions,
Episodes, Seasons, and Series.
SCENE
Typical Length: Five to 30 minutes
A scene is a single frame of events within the game.
Directors often use scenes to introduce new characters
or locations, or move the plot forward somehow. Play-
ers can play out scenes in real-time, or the Director
can narrate them.
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 THE MIDNIGHT WORLD

When creating a scene, it’s essential to introduce new

characters or locations in a way that will interest and
engage the players. You want to make sure that they
are intrigued by what’s happening and want to learn
more about the characters and world you’ve created.
One way to do so is by using action to drive the scene
forward. For example, you could have the characters
investigate a crime scene while also fleeing from a
monster. Action-based storytelling helps keep the
players engaged and ensures that they are paying
attention. Another way to engage the players is by
using dialogue. Have the characters discuss their
plans or goals, or exchange banter. These in-game
conversations help the players feel like they are a part
of the game world.

Each scene should have one or two goals for the

players to complete. These goals can be anything
from finding a clue to defeating a monster. Once the
players achieve the that scene’s tasks, the Director
can drop breadcrumbs to lead them to the next one.

SESSION
Typical Length: Three to six hours

A session is a period of gameplay in which the group

gets together to progress the story, typically one entire
in-person meeting. Sessions can last several hours,
depending on the story’s needs, and they can consist
of as little as one scene or include multiple ones for
story progression.
CHAPTER 7: THE DIRECTOR’S CHAIR

When running a session, pacing is especially im-

portant. You don’t want the game to drag on for too
long, but you also don’t want to move too quickly and
risk losing the players’ interest. It’s also important to
make sure that everyone stays engaged. One way to
recapture engagement is by giving the players breaks
between scenes. Momentarily pausing gameplay
allows them to take a breather and return refreshed
and ready to play. Remember your real-life needs. If
you’re running a session longer than five hours, make
certain to take a break for lunch or dinner. Meal and
snack breaks will allow everyone to refuel and avoid
any crankiness from being hangry.

EPISODE
Typical Length: One to three sessions

An episode is a self-contained narrative with a be-

ginning, middle, and end. You and your players can
complete an episode in one sitting or spread them out

194

over many gaming sessions. Leaving the timeframe
open-ended allows players to take their time and
explore the story.
When creating an episode, it’s crucial to have a clear
goal in mind. The episode should focus on one main
plotline, with a few subplots if necessary. Establishing
these boundaries will help keep the story from getting
too convoluted. It’s also important to gradually in-
troduce new characters and locations. Proper pacing
will help the players become invested in the story and
ensure that they don’t get overwhelmed.
SEASON
Typical Length: Four to 12 episodes
A season is a collection of episodes with a unified
storyline arc, much like in television. A Director
uses seasons to develop the world and its characters
even further.
When creating a season, have a general goal in mind—
both for the story you want to tell and what you
intend your players accomplish. Establishing this
framework helps keep you on track and ensures
that each episode works towards that goal. Pacing is
vital when spreading plots across an entire season.
Avoid the temptation to share as much as you can
about the setting immediately. Your players may feel
overwhelmed if you reveal all the plot arcs during the
first gaming session! If you have multiple storylines
going on at once, give them each equal attention to
prevent any single plotline from taking over the story.
The season should end with a finale where all plot
threads come together, and everything comes to a
head. The finale should be a turning point for the
characters and the story, leaving the players wanting
more. Some Directors end a season with a cliffhanger
that leads to the next story arc. At the end of each sea-
son, players should feel as if they have accomplished
an important goal.
SERIES
Typical Length: Two or more seasons
A series is a sequence of seasons that tells an over-
arching narrative. Think about popular shows like
“Supernatural,” “Game of Thrones,” or (for those of us
who enjoy streamed gaming) campaigns in “Critical
Role.” Each season had its story arc, but they were all
connected to create a larger plot. A series is the longest
THE MIDNIGHT WORLD
format for a Midnight World game, and it allows for
the most character development and worldbuilding.
There are a couple of ways that Directors can use the
series format. For some, it’s easiest to keep the same
cast of characters and ensure that their development
on the Midnight Clock is slow and drawn out. These
series feel distinctly horror-centric, with characters
that take months or even years of actual playtime to
transcend to the acme of their potential.
Other Directors might instead choose to make each
season distinct but related, in essence compiling an
anthology of connected stories. In this case, some
characters may come close (or even hit) the Midnight
Hour during a season’s finale, and others might even
die. At the beginning of the next season, the Director
carries through important story elements from the
previous season, but they have the cast create all-new
characters to move the narrative forward.
WHEN THE BELL TOLLS
Eventually, all games must come to an end. There are
a few things to keep in mind when the time comes.
First, make sure that everyone is on the same page. All
the players should be aware that the game is coming
to a close, and they should be given a chance to finish
any unresolved plot points that they may have. It’s also
important to tie up any loose ends in the story. This
process includes providing closure for all characters
CHAPTER 7: THE DIRECTOR’S CHAIR
and resolving any plot arcs.
Few characters make it out alive in horror-genre
gaming, and those who do rarely escape unscathed.
When the game comes to an end, it’s essential to
give the players a sense of closure. You can do so by
providing an epilogue that shows what happens to
the characters after the story ends.
When the series ends, your players may need to
process the events of the overall campaign. Give ev-
eryone a chance to debrief after the game and provide
resources if needed. One way of providing closure
is to host a post-series session where everyone can
talk about their experience. Setting aside time for
debriefing is an excellent opportunity for the Director
to receive feedback and for the players to reflect on
their character development. During this debriefing
session, players can ask each other questions about
their actions and intentions, and they may also in-
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 THE MIDNIGHT WORLD
quire about crucial plot points for more clarity. Feel
free to share what you’re comfortable disclosing, but
remember that some secrets are best left unsolved.
The end of a series can be bittersweet, but it’s also
an opportunity to start anew. After the game ends,
take some time to reflect on what went well and what
could be improved. This process will help you grow
as a Director and make your next game even better.
Ending a game is also a chance to start anew with
your players. If they’re interested, consider starting
up a new game, using the knowledge you’ve gained
from running the previous one.
No matter what, ending a series is an opportunity to
reflect on the experience and grow as a Director. Use
this time to evaluate what went well and what could
be improved. With each game you run, you’ll become
a better storyteller and a more skilled Director.
BUILDING DREAD
Dread is a feeling of unease or foreboding. It’s
critical to create this feeling in the game, making
the players feel more invested in what’s happen-
ing. It’s equally important to remember that some
of the most frightening events imaginable don’t
involve a monster to fight. They can frequently
be well-conceived, tense scenarios that make the
players believe something huge and daunting is
approaching. Look for inspiration that doesn’t focus
on jump-scares or surprise twists, but instead uses
CHAPTER 7: THE DIRECTOR’S CHAIR
the environment and tale to create fear in your
audience. When creating scenes and episodes,
keep your player-characters’ trauma triggers in
mind and utilize them. Offer them tempting bait
for their problems, such as powerful weapons or
answers to their burning questions, but make sure
that easy answers always come with hard conse-
quences. Just like our reality, The Midnight World
is a living setting, likely to react harshly to those
who meddle too intensely in it.
Pacing is more important than anything else when
it comes to creating dread. A horrible little conflict
at the start of a session while the players aren’t
prepared or armed is an excellent method to show
how serious their situation is. However, giving them
some breathing room to worry about what may be
hiding in the woods or behind the next door can
significantly increase the tension in play. You, as
196
the Director, will never be able to create anything as
frightening as the players can imagine themselves.
Here are some more examples of how to create
dread in your game. Use what works for you, and
add your own ideas to the mix.
• Drip-feed information
One of the best techniques to create suspense in a
narrative is to leave unanswered questions swirling
around the characters. Keep the players guessing by
withholding information or giving them just enough
to entice them into making mistakes.
• Make things personal
If players feel like their characters are in danger, they
will be more on edge. You can foster this feeling by
making a threat relevant to their stories, such as by
kidnapping a family member or including someone
they care about in the conflict. Whenever possible,
give the players the tools they need to truly get their
character into the thick of the story.
• Create a sense of unease
One of the most effective ways to create dread is to
make the players feel uncomfortable. You can do this
with creepy descriptions, foreshadowing, or by making
the environment oppressive.
• Avoid easy jump-scares
Jump-scares can be effective, but you should use them
sparingly. If they’re overused, they’ll lose their impact.
• Use “Dread Herrings”
Utilize false clues to lead your players astray. You can feed
an illusory sense of hope, only to crush it. You can use
misinformation to create suspense and make the players
second-guess themselves. Be mindful not to overuse
this distraction, as it can quickly irritate. Likewise, try
not to make Dread Herrings seem capricious. If a player
can see how their own assumptions led their character
to ruin, they are vastly more likely to enjoy the story
than if the situation seems to have been utterly random.
• Use ambient music
Music can be a great way to set mood and atmosphere.
It can help players get into the right headspace and make
moments more impactful. Having a speaker quietly play-
ing ambient horror tunes and even minor sound effects
can transport the players, and it encourages the kind of
emotional investment required to really make scenes
memorable. These are just some of the ways you can

create dread in your game. Use them as inspiration,
and feel free to develop your own methods. The key to
creating dread is to make the players feel like they’re
in over their heads without making them feel totally
hopeless. It can be a very fine tightrope to walk, but
Directors who manage it have their players hooked.
ON-DEMAND ANTAGONISTS
One of the challenges of directing a tabletop game
is to create compelling and memorable foes for the
characters to struggle against. Some of these enemies
will look very much like the characters themselves.
They may be other Touched who have lost their way.
Perhaps, instead, they’re uninitiated humans with
big guns and an ax to grind. They might even be
lethal Egregoroi, devious in their approach and with
single-minded devotion to their cause. Either way,
some of them should have fully populated character
sheets, just like the characters the players portray.
For these antagonists, the ones most important to the
overall narrative, the Director might want to dedicate
a significant amount of time to building their sheets
and composing their backstories. Especially if you
intend for these enemies to be threats that return
throughout a session or season, it’s worth it to really
focus on them and how they fit into the plot.
Quite often, though, the Director will need adversaries
that don’t need so much attention. These might be
monsters that get dropped into the middle of a lag-
ging session to excite the players, faceless “adds” that
accompany main villains during climactic fights, or
generic creatures placed between certain story beats
to punctuate the danger of the characters’ situation.
The Director needs to be able to craft and deploy
opponents at a moment’s notice if the story or pacing
demands it.
ANTAGONIST TEMPLATE
CREATURE NAME, TAG AND TYPE
Strength Coordination
Acumen Intuition
Charisma Resilience
ATTACKS -
QUALITIES -
DREAD QUALITIES -
HOUR 1 MANIFESTATION -
THE MIDNIGHT WORLD
The Pendulum Gaming System utilizes an intuitive
mechanic to help the Director dream up an infinite
variety of antagonists with minimal effort. By apply-
ing a series of adjectives called Tags, which are like
those used to forge Dread Artifacts, you can stretch
the simple template below into a dizzying menagerie
of horrid baddies.
CREATURE CONCEPT AND
ASSIGNING TYPE
To begin, decide what your villain is going to be. It can
take the form of anything from a decrepit old wolf to
a great and terrible Chimera, but it’s important to start
with a basic concept. Once you have an idea firmly in
mind, add Attributes the same way that you would
if you were creating a new character. Once you’ve
dispersed those points, choose three Skills that you
think the antagonist should be good at. These Skills
start at rank 2, and they are the only ones you should
worry about improving later in the process. All other
Skills are at rank 1. Likewise, choose three Aptitudes
that they’ll need to use against the group.
Once these items are in place, it’s time to assign one
of the Types listed below.
MUNDANE
Creatures with the Mundane Type are all firmly root-
ed within the natural order. They don’t have special
powers, and they can’t call on Dread allies. Mundane
CHAPTER 7: THE DIRECTOR’S CHAIR
antagonists are always Trivial, and they don’t receive
any additional benefits other than those that come
with their Tag.
SERVITOR
Servitors are mindless drones, infinitesimal fragments
of a Dread Being’s will, capable of little more than
SKILLS APTITUDES
ARMOR HEALTH
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 THE MIDNIGHT WORLD
rote actions. This limitation doesn’t mean that they
are weak opponents though. They’re more than ca-
pable in combat, able to call on their master’s power
when it’s needed to eliminate a threat. To complicate
matters further, Servitors rarely appear on missions
alone; where there’s one, there are bound to be more.
Unwary Touched can easily be overwhelmed if they
lack respect for a Servitor’s capability.
Servitors should always be given either the Minor or
Major Tag. Their supernatural nature marks them as
more than a Trivial threat, and they can’t wield the
kind of power needed to transcend to an Esoteric level.
All Servitors gain a single Hour 1 Manifestation from
those listed in Chapter 4, and they’re able to activate
it once per combat round.
TOUCHED
Touched antagonists are relatively common in The
Midnight World, and they derive their power from
the same place that the player-characters have taken
theirs. Likewise, they have terrifying memories of some
life-changing supernatural experience and have devel-
oped Dread Manifestations in the wake of that event.
When adding the Touched Type to an antagonist, choose
two Dread Manifestations from Chapter 4 (or from
among the Alternate Manifestations in Chapter 6 if
the character is a cultist). These Manifestations should
be between Hour 1 and 7. If your Touched antagonist
needs access to more power, it’s best to spend the time
required to create a full character sheet for them instead
CHAPTER 7: THE DIRECTOR’S CHAIR
of using the On-Demand process. Since NPCs created
in this way don’t have Midnight Clocks, the character
may use Hour 1 and 3 Manifestations once per combat
round. They may activate Hour 5 and 7 Manifestations
once per scene.
EGREGORE
The Egregoroi form the elite ranks of any Dread Being’s
army. They’re intelligent and clever, and their approach to
a conflict might range from brutish and straightforward
to dastardly. Depending on the form they take, they have
a variety of innate weaponry and armor at their disposal,
and they’re able to pull power across dimensions more
easily than any Touched. Depending on the Tag you
give them, Egregoroi are fantastic monsters to put at
the ends of early episodes.
When creating an On-Demand Egregore, choose three
Dread Manifestations from Chapter 4. These Manifes-
tations should be between Hour 1 and 7. The creature
198
can activate its Hour 1 and 3 Manifestations once per
combat round, and it can call on Hour 5 or 7 Manifes-
tations once per scene.
CHIMERA
Dread Beings are the unchallenged masters of their
realms, but in the physical reality of The Midnight
World, there is nothing more abjectly terrifying than
a Chimera. Even though they’re only able to exist for
a very short time on this plane, Chimerae can cause
inconceivable destruction in the scant moments
provided to them. These creatures should be used
only very sparingly as season-ending bosses or even
the climactic final battle of a series.
Chimera always receive the Esoteric Tag. Nothing
less would explain the chilling reputation they en-
joy. When creating a Chimera, you may choose five
Dread Manifestations of any Hour from Chapter 4.
The Chimera may use Hour 1, 3, 5, and 7 Manifesta-
tions once per combat round, and they may activate
Hour 9 or 11 powers once in the short time they’re
allowed to exist.
APPLYING TAGS
Once you’ve assigned your antagonist’s Type, the
only task that remains is to apply its Tag. Like the
ones used in Chapter 3 to describe Dread Artifacts,
Tags are special adjectives that illustrate the level
of threat a creature poses to the group. Each comes
with a set of modifications that should be added to
the villain’s stat block to flesh out its capabilities both
in and out of combat.
TRIVIAL
Creatures with the Trivial Tag are the weakest The
Midnight World has to offer. They’re always mundane,
meaning that even the most fragile Servitor falls in
another category. Usually, Trivial antagonists are small
animals or untrained human combatants with very
limited capabilities.
To make your creature Trivial, give it between 4 and
6 Health, an attack with a Damage Value between 1
and 3, and a single regular Weapon Quality. Finally,
you may spend 2 points to upgrade its Attributes or
Skills. Just like when using Advancement Points on
a player-character, these points can either be spent
on a single category, or split between two.

MINOR
Minor creatures form the bulk of enemies that most
Touched will encounter. They’re powerful enough to
be dangerous, especially in numbers, and they enjoy
abilities and protections that Trivial creatures lack. Two
or three of them can easily be a challenge for a low-Hour
Touched character. Servitors, especially weaker ones,
are often Minor creatures.
When applying the Minor Tag, give your creature be-
tween 7 and 12 Health. They gain an attack with a
Damage Value of 3 or 4, and they can add both a
Weapon Quality and an Armor Quality. They gain 2
Armor Value and 4 points to spend however you wish
to upgrade their Attributes or Skills. Finally, they gain
a single Dread Quality from those listed in the Artifact
section of Chapter 3.
MAJOR
Antagonists with the Major Tag are truly dire threats to
the group. In the right circumstances, even one of them
can take down several Touched characters of lower Hours
effortlessly. Until the group has advanced enough to
counter the menace these creatures represent, Directors
should use them sparingly as mini-boss encounters.
To add the Major Tag to your creature, start by giving
it between 12 and 24 Health. Keep in mind when de-
signing encounters around these monsters that they
also receive an Armor Value of 4. Unless the characters
have some way to mitigate that defense, high-Health
antagonists can be extremely hard to take down. The
Damage Value of a Major antagonist’s attack should be
between 4 and 6, and they may apply any combination
of three Weapon or Armor Qualities. They also receive
two Dread Qualities from Chapter 3. To finish your awful
creation, spend 6 points to upgrade their Attributes and
Skills as you see fit.
ANGRY BADGER
TRIVIAL, MUNDANE ANIMAL
Strength 4 Coordination 1 Toughness
Acumen 1 Intuition 2 Vigilance
Charisma 2 Resilience 4 Reaction
ATTACKS - Claws or teeth - Damage Value 3
QUALITIES - Penetrating
DREAD QUALITIES -
DREAD MANIFESTATIONS -
THE MIDNIGHT WORLD
ESOTERIC
Apart from fully realized villains with completed char-
acter sheets, no antagonists in The Midnight World are
more dangerous than those with the Esoteric Tag. These
creatures defy all natural laws of existence, twisting the
threads of the cosmos into some perverse and mocking
display. One Esoteric monster is more than enough to
annihilate entire parties of well-coordinated mid- to
late-Hour Touched.
To apply this horrific Tag, grant your creation an
amount of Health between 24 and 36. When this
hardy frame also utilizes the Armor Value of 6 these
creatures receive, they can be nearly impossible to
kill by any traditional means. Their attack gains a
Damage Value between 6 and 8, and they benefit
from any combination of four Weapon or Armor
Qualities. Next, add three of the Dread Qualities listed
in Chapter 3, and upgrade their Attributes and Skills
using 8 points that you may distribute as you see fit.
Note that Esoteric creatures are not limited by such
petty rules as general relativity, and thus don’t need
to cap their Attributes or Skills at rank 5.
The process to convert a PC who has hit Midnight
into a Chimera is similiar to creating an On-Demand
version. When one of the characters falls victim
to this terrible fate, simply add 3 Dread Qualities
and 15 Health to their sheet, along with a severe
Compulsion that must be completed within three
combat rounds. Should the character fail to pursue
the Compulsion, or once three combat rounds have
CHAPTER 7: THE DIRECTOR’S CHAIR
elapsed, it’s up to the Director to decide if they either
die in mystical flames, or live as mundane husks of
their former selves.
SKILLS APTITUDES
2 Hand-to-Hand
2 Tenacity
2 Investigation
HEALTH - 3 ARMOR - 0
199
 THE MIDNIGHT WORLD

JOHN WINSTONE
MINOR TOUCHED SKILLS APTITUDES
Strength 2 Coordination 1 Mettle 3 Negotiation
Acumen 4 Intuition 4 Wit 2 Larceny
Charisma 1 Resilience 2 Manipulation 3 Performance
ATTACKS - Hidden Revolver - Damage Value 3 HEALTH - 12 ARMOR - 2
QUALITIES - Concealable, Reinforceable
DREAD QUALITIES - Vengeful
DREAD MANIFESTATIONS - Wrack, Simulacrum

STALKER OF THE GRAPE ROWS

MAJOR EGREGORE SKILLS APTITUDES
Strength 5 Coordination 3 Toughness 5 Hand-to-Hand
Acumen 2 Intuition 1 Vigilance 2 Tenacity
Charisma 1 Resilience 3 Reaction 2 Larceny
ATTACKS - Thorn Vines - Damage Value 6 HEALTH - 20 ARMOR - 4
QUALITIES - Penetrating, Wounding, Precise
DREAD QUALITIES - Impervious, Unseen
DREAD MANIFESTATIONS - Healing Cascade, Lethe’s Crossing, Frostbite
CHAPTER 7: THE DIRECTOR’S CHAIR

CARMELLA THE BURNING BRAND

ESOTERIC CHIMERA SKILLS APTITUDES
Strength 2 Coordination 2 Manipulation 5 Negotiation
Acumen 2 Intuition 3 Empathy 2 Centering
Charisma 5 Resilience 3 Composure 2 Psychology
ATTACKS - Burning Gaze - Damage Value 8 HEALTH - 32 ARMOR - 6
QUALITIES - Incendiary, Grievous, Reinforced, Fireproof
DREAD QUALITIES - Terrorizing, Erudite, Tempestuous
DREAD MANIFESTATIONS - Touch of Eternity, Doublethink, Conjure Servitor, Synaptic Reconfiguration,
Atomic Cacophony

200
“Give him back,” Mike said. “Give me back my friend.”

The gun in his hand wasn’t pointed at me.

It pointed past me, into the void behind my eyes.

I don’t know how he found me. I hadn’t spoken to Mike in years. I found out later that he’d been asking questions around Lexa’s
and trying to track me down. Why, I couldn’t say. Maybe he remembered the friend I’d been to him. Or he still felt guilty about
leaving me behind in the tunnel that day.

As Mike faced me with that Glock, his hands shaking, his voice frantic, his reasons for being there didn’t matter. Just the gun,
and how he knew I wasn’t Joie anymore.

I’d gotten careless, I guess. After the room, and the secrets in that room, and the secrets I found beyond that room, my aware-
ness had expanded outside human comprehension. Time, space, the weight and force of earthly physics, all showed them-
selves as lies to me. Like one of the heroes I watched and read about as a kid, I’d become so much more than just another guy.

Moving through a crowd on the street or in the club, I sensed heartbeats and essence and the things they might do or had
done in the moments before or after those people did those things. I moved before they could think of moving. I froze bodies
without touching them with my hands.

So, I froze Mike in place before he said another word.

Then I hauled his cold but living form downstairs.

Mr. Lake eyed me as I carried my old friend towards the door that led to the stairs which led to our secret space beneath the
club. Ronnie, Lexa’s main muscle guy, moved to stop me. Mr. Lake shook his head. Ronnie stopped. I did too.

Mr. Lake met my eyes. Looked at Mike, whose frost-filmed eyes were the only part of him that moved. Looked back at me.
Whatever thing he paid fealty to had finally met the void in me.

He nodded.

I carried Mike’s stiff body down the stairs.

Strong as I am, it was a rough climb. Mike’s brittle body cracked. Bits of him broke off. He tried to speak, or scream, or appeal
to that kid I used to be when we would listen to Yes in his parents’ living room. Against my skin, the cold seeped in. It didn’t
bother me, though. That cold, I was used to. It was, after all, part of me.

I said nothing.

My key card slid like ice through the reader. The locks opened. We went inside.

I left my sneakers at the door, hefted Mike in my arms, and carried him over water, toward the screens.
His eyes rolled and begged and wept.

Sounds wheezed from his throat as Mike saw what waited for us there.
.
By that point, I knew the song between the stars. That melting-wax reality had become my comfort zone.

Our patrons have needs.

They meet ours. We meet theirs.

I set Mike on his feet. The gun, by then, had chipped and froze past uselessness. I searched Mike’s eyes with mine.
The deep breath I took then reverberated across worlds.

With the same nod we’d used as kids, I motioned toward the grand design. Toward the living smear of realities inside.
“This is where the tunnel goes,” I said. My words buzzed with the chiming in my bones.

“They’re waiting for you there.”

No screams. No last words. No drama as I pushed him in.

Just the look in his eyes as he’d seen what waited for him behind my own.

AVERY, MAINE
A STORY OF THE MIDNIGHT WORLD BY JAMES DAVEY AND COREY MCINTYRE
Avery, Maine is a starter module for The Midnight
World. It’s good for introducing some core concepts
to your players, and it allows them to dip their toes
into the system without things getting too intense.
The entire story can be told in a single session.
BEFORE PLAY
Mood and pacing are very important in The Midnight
World. As the Director, you may have the urge to rush
past some of the opening scenes of this module and get
directly into the action. You’re free to run your table
however you want, of course, but we suggest you do the
opposite; really lean into the scenes between the action.
Allow tension to build on itself, and let the players get
a bit nervous. By the time you play the First Turn, your
players should be almost relieved that the other shoe is
finally dropping.
Here are a few suggestions for tension-building that
we’ve used to great effect when running Avery, Maine:
THE MIDNIGHT WORLD
• Have a speaker somewhere in the room playing the
sounds of a distant thunderstorm. Don’t make it too loud
or intense; you want it to give the impression that it might
actually be raining outside.
• Likewise, consider playing some quiet horror-inspired
CHAPTER 8: AVERY, MAINE
ambient music. We have had notable success with music
that is deep, resonant, and droning. It shouldn’t be loud
enough to be intrusive.
• Ask your players to limit the amount of out-of-game talk
during the session. If they need to have conversations outside
of play, ask them to briefly relocate to another room.
• Whenever a player leaves the room, have their character
leave the room in the game as well. This isolation can create
some fascinating scenarios, and it preserves immersion.
• Warn your players that they will experience some scenes
involving dead animals and some involving dead bodies.
203
 THE MIDNIGHT WORLD
BACKGROUND
The story of Avery, Maine takes place during the
course of a single night in 2017. All the characters
in the story should know each other well. After all,
Avery is a small town, and most of the group have
lived here their entire lives. Before the game starts, give
the players a few minutes to discuss their characters’
relationships. Are there things they admire about one
another? What about their friends might annoy the
characters? Do any of them have a secret that only
one other character at the table knows?
Play begins with the characters carpooling home
from the nearby town of Eagle’s Pointe, where Avery’s
own Looper Green Wolves won the 2017 high school
football state championship last night. During the
fourth quarter, a severe rainstorm began. The group
stayed overnight at a roadside motel, hoping that the
rain would lighten up, but they’ve had no such luck.
It’s now 6 p.m. on Sunday, and the group must try to
push through the rain and get back home. Reports
are coming out of Avery that there’s some severe
flooding, and they’re anxious about the state of their
homes and businesses.
AT RISE
INTRODUCTION
Avery is the typical quaint Northeastern hamlet. It’s a
quiet little town nestled comfortably in the evergreen
embrace of Northern Maine’s endless coniferous forests.
A handful of wealthy residents have built impressive
estates on the shores of Lake Canderly, the town’s
picturesque centerpiece, but most families have found
CHAPTER 8: AVERY, MAINE
themselves riding the outer edge of an economic down-
turn. Avery used to make millions a year on its export
of high-quality lumber, but demand has fallen as more
and more consumers look for ecologically sustainable
sources.
The small businesses that once thrived there have felt
the pinch too. These days, almost every third window on
the square is shuttered. There are still quite a few shops
open, though, along with a handful of restaurants and
a couple of bars. Townsfolk gather most nights on the
small main strip, coming together more out of mutual
boredom than any sense of community. Even with the
decay creeping up around the baseboards, Avery is a
beautiful place.
204
Or, rather, it was. God only knows how bad the damage
is. The last reports you got from the town indicated that
the flooding is significant and that large parts of the
downtown area are mostly underwater. That was at
least a couple of hours ago. At this point, nobody has cell
reception and the radio in the car only picks up static.
Highway 125 cuts straight through the center of town,
so if the waters really are that high, you’re probably not
going to be able to make it through to your homes. Right
now, your plan is to head to the Avery Municipal Police
Department. The PD sits right along the highway lead-
ing into town, and it’s on a decent rise, so it shouldn’t
be too badly affected by the flood. Hopefully, the police
will be able to either help you get to your houses, or at
least evacuate you to the storm shelter at the Looper
Greens high school gym.
You’re only about three miles away, and the rain has
lightened up slightly. Mercifully, you’ve been able to
raise your speed to around 30 MPH. The drive might
be dangerous, but you really need to make it home.
GAMEPLAY
After reading the intro, allow the characters a few
minutes to discuss their situation. Keep in mind that
no one has any cell reception; the tower must have
been damaged in the storm. Likewise, neither satel-
lite radio nor FM bands can pick up anything other
than dead air. If they think to search for it, the local
emergency AM station is playing a repeating message
from the Avery PD urging civilians to evacuate to
the Looper Green High School as soon as possible.
Take this time to determine which character is driv-
ing the car.
Whenever you feel it’s appropriate, play the First Turn.
THE FIRST TURN
With the weather obscuring their vision and the
distraction created by the other people in the car, the
driver doesn’t see the moose lying across the road
until it’s too late. Have them roll their Coordination
and Reaction [Drive/Pilot] to try to react in time.
It’s early enough in the episode that no one should
have any Distress dice at this point, so catastrophic
failure shouldn’t be possible. The driver can’t entirely
avoid hitting the moose, but a phenomenal success

will allow them to minimize the damage to their
vehicle. A complicated success will cause the car
to spin off the road into the tree line, likely causing
minor injuries. In any case, the characters will need
to figure out how to move the animal, if they want
to continue on their way.
THE MOOSE
The animal is clearly hurt. It breathes raggedly and
unevenly, and swirls of crimson stain the rainwater
pooling around it. As the characters approach, its
foreleg jerks bizarrely and it exhales one last tortured
breath. Thick vines appear to be wrapped around its
neck and torso; perhaps it got tangled in a patch while
trying to run from whatever scared it. It doesn’t have
any visible external wounds, but the moose appears
to have blood pooling around its mouth, and its eyes
have some strange yellow film covering them. If any
of the characters investigate more closely, a successful
Intuition and Vigilance [Nature] check allows them
to spot that several of the vines are actually moving,
constricting as if to choke the beast. Further, the
yellow film over the animal’s eyes seems to glow very
slightly with a pale inner light.
As the characters try to piece together what to do next,
the moose’s legs begin to furiously scramble, and it
shakily stands up. Its head thrashes violently and at
an unnatural angle. If there are any characters near
the moose’s antlers, roll an attack check against them
using the stat block below. Other than incidentally
striking someone in its attempt to stand, it doesn’t
immediately move to attack. Instead, the thing just…
stands there. Vines like the ones around its neck start
to emerge from its legs, splitting its hooves and form-
ing thick supports for its back legs. As the characters
watch, the vine-covered moose stands fully upright
on its hind legs, and slowly swivels its head to look
at them. At this point, the thing isn’t moving fast
BRAMBLE MOOSE
MINOR SERVITOR
Strength 4 Coordination 2 Toughness
Acumen 1 Intuition 1 Vigilance
Charisma 1 Resilience 3 Reaction
ATTACKS - Antlers - Damage Value 3
QUALITIES - Staggering, Stalwart
DREAD QUALITIES - Impervious
DREAD MANIFESTATIONS - Reflexive Cognition
THE MIDNIGHT WORLD
enough to stop the characters from simply running
away. You may want to play with the idea that the
car doesn’t immediately start, but otherwise nothing
stops the group from fleeing the terrible sight with
extreme haste.
However, if your group insists on putting an end to
the creature, use the stat card below.
If they’re able to kill the moose, all of the vines wrap-
ping it wither and fall away, and the film across its eyes
resolves. A successful Acumen and Wit [Medicine]
check will uncover that the animal was still alive
before the fight began—the wounds caused by the
characters were what ultimately killed it.
Once the characters have either fled from or destroyed
the moose, they will probably decide to go to the
police department. It was their initial plan, after all,
and it’s the most easily accessible place for them right
now. If they try to skip the station and try to reach
their homes or the high school, they’ll find that a
few miles down the highway, the flood waters have
completely washed out the road. They aren’t getting
through there without a vehicle equipped to survive
the conditions.
THE POLICE DEPARTMENT
The PD sits atop a slight rise about 25 yards off the
highway. Luckily, this location means that it should
be more or less dry inside. In the worst-case scenario,
the characters believe they will probably be able to
wait out the worst of the storm there. As they pull
into the parking lot, though, they’ll spot a flickering
orange glow coming from around the building’s left
side. It looks like lightning has hit the generator,
and its on fire. There doesn’t appear to be any power
CHAPTER 8: AVERY, MAINE
inside. One of the PD’s four utility trucks is still in
the lot. The SUV is old, probably made in the late
SKILLS APTITUDES
2 Hand-to-Hand
3 Tenacity
3 Athletics
HEALTH - 14 ARMOR - 1
205
 THE MIDNIGHT WORLD
1970s, but it’s built like a tank. It can probably make
it through the flood.
As the characters approach the front of the station,
they’ll see that both of the glass front doors are
broken and hanging open. Stepping inside, the only
sound they hear is the storm outside and the crunch
of the broken glass they’re walking on. As far as they
can tell, the place is completely abandoned. There
are several flashlights in the lobby, seemingly left
behind when whoever was here departed.
There are a few points of interest the characters
may choose to investigate.
• The Intake Desk
The Desk is protected by several layers of impact
resistant glass. As they approach the window, the
characters can hear that the dispatch radio is on.
An unlocked door allows access to the area behind
the glass. If the players try to raise anyone on the
radio, they will find mostly dead air. However, a
successful Acumen and Wit [Electronics] check
will allow them to frequency-hop until they find
a human voice. It’s a pre-recorded message, and
it’s spoken in what sounds like Latin. If anyone
speaks Latin, they will interpret the message as
“Headquarters, this is Team 1-4-7-6. Conditions
on the ground have progressed more quickly than
projected. We need backup immediately.”
• The Captain’s Office
The police captain’s office is off to one side of
the lobby. The door is locked, but a successful
Coordination and Wit [Larceny] or Strength and
Toughness [Hand-to-Hand] check will get the door
open easily enough. Inside, the group can search
CHAPTER 8: AVERY, MAINE
the room to find the captain’s keyring, which will
allow them access to the armory and the kennels.
• The Armory
The Armory door is made of thick composite steel.
There’s no way to bash it down. A very skilled
locksmith could probably open it, but if they were
to slip, they’d end up engaging the anti-intrusion
measures, which would make the door completely
inoperable. The best bet here is to try to find the
key. Inside the armory, the characters can find the
following items:
206
ARMORY
Kevlar Armor x 4 Armor 2 Discreet
Riot Armor Armor 4 Imposing
AR-15 Damage 3 Penetrating
Shotgun Damage 3 Staggering
Handgun x 2 Damage 2 Concealable
• The Kennels
The Kennels, where the officers keep the working dogs,
is behind a standard locked door. If the characters
can get in, they’ll find that all of the units are empty,
and the fences for the dog runs have been torn apart.
There’s a thick mat of twisted vines on the floor, and
the door to the exterior pens has been wrenched off
its hinges. There are three cages, labeled with the
names Brutus, Hightower, and Smith. There’s no
sign of the dogs.
• The Generator
The generator has been badly damaged by lightning.
The outer casing is on fire, and most of the hoses
and cords have been melted beyond recognition.
It could probably be repaired, but it’ll require ma-
terials that the characters don’t have. Luckily, this
is a diesel-powered generator, and it looks like the
fuel tank has already ruptured. There’s no risk of an
explosion, but the fire will be difficult to put out.
• The Truck
The truck shows signs of damage. It looks like the
generator may have thrown a piece of shrapnel
and it hit the front driver’s-side tire. The wheel is
shredded, and the rim is badly bent. There’s a full-
sized spare hanging on the back. If the characters
expect this thing to go anywhere, they’ll need to
change the tire. A successful Acumen and Wit
[Nature] check will reveal that shrapnel did not
destroy the wheel. Those are teeth marks.
ENCOUNTER
At some point, at least a few of the characters are going
to head out of the building, either to get the truck
up and running or to explore the area. Whenever it
feels appropriate, run this encounter.
In the dim, flickering orange light, it’s hard to tell ex-
actly what you’re seeing. Perhaps it’s just the shifting
shadows, but…no. No. Something is definitely moving
over by the side of the building. It looks like one of the
department K-9s, and you think it may be injured.

BRAMBLE HOUND
MINOR SERVITOR
Strength 3 Coordination 4 Toughness
Acumen 2 Intuition 1
Vigilance
Charisma 1 Resilience 2
Reaction
ATTACKS - Claw or Bite - Damage Value 3
QUALITIES - Staggering, Intractable
DREAD QUALITIES - Indomitable
DREAD MANIFESTATIONS - Shadowpierce
The characters will probably try to approach the wound-
ed animal, or at least investigate it a bit more. When
they do, read them this:
As your light plays over its features, you see that a
tangle of writhing vines covers the dog. From the ends
of its paws, vicious thorns have torn through its fur and
formed long, curved claws. Its teeth are likewise altered,
with more of those terrible thorns emerging from its
gums. Its eyes glow very faintly; pale yellow light ema-
nates from somewhere within them. You stumble back
a step, startled by this impossible creature. Only then
do you notice the two others rushing you from the side.
As the Bramble Hounds die, the vines wrapped around
them crumble to dust. The yellow film covering their
eyes clears up. If the players have figured out a way to
harm the vines without harming the dogs themselves,
the animals can still be saved. They’re wounded and
scared, though, and they’ll try to run away.
THE SECOND TURN
Give everyone a few minutes to lick their wounds
and discuss what just happened. When you’re ready,
play the Second Turn.
The radio in the truck crackles to life: a hysterical voice
shouts on the other end. It sounds like Sandy Church,
one of the town elders and a lady that most of you have
known your whole lives. She and her husband Mark
own the Old Town Avery Museum and Historical
Center, a touristy little kitsch shop that sells locally
made books and items down on the Square.
“I repeat, is there anyone out there? Officers? Police?
We’re stuck here! I think my husband is having a heart
attack! Please! We need help!”
THE MIDNIGHT WORLD
SKILLS APTITUDES
2 Hand-to-Hand
2 Tenacity
2 Tactics (Pack)
HEALTH - 6 ARMOR - 1
Sandy and Mark are stuck in the back room of their
shop. They live in a small apartment upstairs, and
they intended to wait out the storm there. When
the flood waters rose to waist depth, though, they
both decided to try to make it to the library up on
the hill. As they struggled through the stockroom
towards the front of their store, Mark collapsed in
pain. Now Sandy has him up on the counter. The
group can hear him moaning in the background.
Sandy is thoroughly panicked, sure that he’ll die if
no one comes to rescue them.
This module assumes that the characters will make
haste to Sandy’s shop in town, but they may have
other plans. Feel free to allow the characters to wan-
der according to their own desires. If you need help
reigning them in, check the “The End, and How to
Get There” sidebar for ways to get them where they
need to be.
GETTING THROUGH THE FLOOD
Even though the characters were raised in and are
deeply familiar with Avery, trying to pick their way
CHAPTER 8: AVERY, MAINE
anywhere through the mess the flood has made is like
driving on the moon. Without being able to visualize
the ground, they’ll have to rely on the upper portions
of landmarks that now seem oddly distorted in their
relative distance from one another. Have someone roll
a Coordination and Wit [Navigation] to make sure
they’re able to reach their desired location without
difficulty. A catastrophic failure will swamp the vehicle
and leave them on foot.
One alarming note: there are no other townspeople
to be found, living or otherwise. All of Avery seems
abandoned.
207
 THE MIDNIGHT WORLD
THE OLD TOWN AVERY MUSEUM AND
HISTORICAL CENTER
Mark and Sandy’s “museum” is really more of a gift shop
that stocks local goods. You can get a few jars of Jenny
Crummley’s pumpkin butter, or a copy of Don Hegland’s
book, The Haunted History of Avery, or a dress made by
one of the Home Economics students at Looper Greens. As
you pull up to the shop and your headlights illuminate the
front room, you’ are sad to see that most of those items have
been destroyed or badly damaged. Flotsam has shattered
the two large plate-glass windows out front, and the pine
doors have swollen and burst from being submerged. As
you make your way into the building and towards the
back room, you see that at least the large resin model of
Old Town Avery has made it through intact.
Allow the players to make a check using Intuition and
Vigilance [Investigation] if they’d like. Success reveals
an undamaged copy of The Haunted History of Avery.
When the characters look closely at the cover art, they’ll
see that it depicts a huge malformed monster made
entirely out of vines. For more information, see the
section below.
• The Stock Room
The stock room is full of books and boxes, most of them
badly damaged. There are also several mannequins
and dress racks. Mark Church is lying on the counter
towards the back of the room. Sandy is nowhere to be
seen, but the group can hear what sounds like someone
jiggling a doorknob upstairs. Mark himself is cold and
blue. The characters can try to revive him, but after a
few moments, it’s clear that he’s gone.
• Upstairs
Upstairs, the group will find a small apartment with
CHAPTER 8: AVERY, MAINE
four rooms connected by a single short hall. The doors
to three of the rooms (a kitchen, bathroom, and a
small office) stand open. The door to what must be the
bedroom, though, is closed. The doorknob is turning
very slightly, as if whoever is on the other side is too
SANDY CHURCH
MAJOR SERVITOR
Strength 4 Coordination 4 Toughness
Acumen 2 Intuition 1 Vigilance
Charisma 1 Resilience 5 Reaction
ATTACKS - Axe or Thorn Whip - Damage Value 4
QUALITIES - Penetrating, Wounding, Reinforced
DREAD QUALITIES - Infesting, Terrorizing
DREAD MANIFESTATIONS - Reflexive Cognition
208
weak to open it. If the characters call out to Sandy, the
only response is a muffled moan from the other side
of the door. If they open the door, the characters will
find Sandy Church. Like the creatures they have seen
before, wriggling leafy vines totally cover her. Her eyes
are likewise affected, glowing the same dull yellow they’ve
seen before. As long as they don’t move to attack her,
Sandy seems more or less disinterested in their presence.
She’ll move into the kitchen, pull down a saucepan with
a clatter, and pantomime stirring something. She won’t
react to anything the characters do unless they attack
or harass her. If they choose to do that, use the stat
block below.
When Sandy dies, the vines controlling her desiccate
and fall away. It is possible to destroy the vines and
save her. The group might think to find and use her-
bicide, for example, or simply have a couple of people
hold her down while the others pull the vines off. If
they are able to remove the vines without hurting
Sandy, she will immediately wretch violently, babble
incoherently for a moment, and fall into a deep sleep.
• The Haunted History of Avery
Don Hegland certainly has a unique writing voice, and
his book is filled with stories that would be laughable
in any other situation.
There is one story, though, that immediately catches the
characters’ eyes. “The Bramble Beast and the Troubles
of 1917” begins by offering an alternate explanation of
Avery’s initial construction. It’s well known that the town’s
current location isn’t its original space. In fact, the first
site of the town sits at the bottom of Lake Canderly these
days. At some point, the town elders decided to create
the lake and rebuild Avery on its shores. While there
are a lot of theories to explain this decision, Hegland
suggests an ominous cause.
According to his story, early residents didn’t have a
firm grasp on how heavy logging would affect erosion
SKILLS APTITUDES
5 Hand-to-Hand
2 Tenacity
2 Weaponry
HEALTH - 16 ARMOR - 4
 THE MIDNIGHT WORLD

THE END, AND HOW TO GET THERE

The Beyonder responsible for the troubles in Avery is known to its worshippers as “That Which Grows.” It’s best de-
scribed as a pseudo-sentient force behind the unchecked expansion of life. It is the Dread Being associated with the
“Vital Touch” theme of Dread Manifestations, and its primary motivation is to cover every inch of reality in rapidly
growing plants and fungi.

In 1817, the people of Old Town Avery accidentally gave the Overgrowth a path to achieve its plans when they brought
an invasive species of flowering vine to town in the hopes of controlling runoff. The plant quickly began to serve its
master’s will, and it grew wildly out of control. Within months, it encroached on the town, and it resisted all attempts to
stymie it. Eventually, the people of Old Town Avery decided to simply abandon the town and rebuild. They dammed
the nearby river, creating Lake Canderly, and drowned the plant in the hopes that they’d never have to deal with it again.

100 years later, in 1917, flood conditions very much like the ones occurring tonight caused Lake Canderly to jump the
dam and inundate the new town. The waters also carried a small piece of the vine’s heart, which took root nearby. Using
the same playbook it’s using tonight, the Creeping Heart set to work trying to bring the dam down and free itself from
its prison under the lake.

If not for the intervention of the Children of the Everblazing Star, a cult devoted to worshiping the sun, the Vine Heart
would have prevailed and Avery would have been destroyed in 1917.

Now, the Creeping Heart has emerged again and is intent on fulfilling its lord’s plan. It is currently growing in the center
of the Looper Greens High School football field, and it has overtaken most of the town’s residents to use as its hands.

There are several ways to lead the group to the football field. Here are a few suggestions:

• The Haunted History of Avery

If the players stick to the main story, they have a good chance of finding Don Hegland’s book floating in Sandy’s shop.
See the description to get more information.

CHAPTER 8: AVERY, MAINE

• The Library
Characters at the library may be able to discover documents that reveal more of the truth (albeit without Don’s flair for
the dramatic). They can also uncover information that will help them piece together the likely location of the Creeping
Heart’s 1917 rooting. See the library section for more information.

• The Missing People

The characters will notice that there’s no one to be found anywhere in town. They also cannot find any bodies of towns-
people. If they’re trying to piece together where everyone went, remind them of the radio broadcast urging the locals
to evacuate to Looper Greens.

209
 THE MIDNIGHT WORLD
in the area. By the time they realized their mistake,
they had stripped the hills around the town of the
plant life that was critical to controlling run-off, and
Avery was subjected to nearly constant flooding. They
tried several strategies to fix the problem. Ultimately,
they decided on transplanting a non-native species
of vine to cover the affected areas.
Within a few months, though, the vine began to spread
out of the areas the townspeople had designated for
it. They tried everything they could think of to beat
it back, but nothing kept the creeping tendrils at bay
for long. Eventually, the vine patch reached the edge
of the town and began to damage the buildings there.
The town elders believed that the plant couldn’t grow
underwater, so they created Lake Canderly as a way to
protect the new Avery they intended to build. Their
idea seems more or less correct, though local legend
has it that divers still won’t allow their feet to touch
the bottom of the lake in fear that a vine will grab
them and keep them from coming back up.
In the spring of 1917, a massive storm damaged the
Jackson County dam. While most of Avery escaped
damage, the area where Looper Greens High now sits
was under several feet of water at the time. Again,
Hegland’s book offers a supernatural explanation for
what transpired. According to unnamed “sources,”
several townspeople spotted a massive creature made
entirely of vines trying to tear the dam apart. It likely
would have succeeded, except for the inexplicable
appearance of several ancient Roman soldiers who
pushed it away from the area and destroyed it. There’s
no explanation for who the Romans were, and they
were never seen again.
The Bramble Beast of Jackson County has become
CHAPTER 8: AVERY, MAINE
an obscure local legend, with a handful of supposed
sightings occurring over the years.
THE LIBRARY
Because of its position on a small hill, the library has
been largely unaffected by the flood. It has, however,
sprung its fair share of leaks, and you can hear water
dripping in the stacks. The building hasn’t been well
cared for since the storm started, and it smells of wet
paper and mold. With the power out, the computer
systems can’t help you find what you need. Luckily,
there’s an old card catalog in the back office, if anyone
can remember how to use it.
210
The players can roll Acumen and Wit [Investigation]
checks to discover that Avery isn’t the first town to be
built on this site. Indeed, an older town was built in
the early 1800s, but it was destroyed when the people
dammed the river and created Lake Canderly. The Old
Town is still down there somewhere, though local divers
tend to avoid it due to the danger of getting disoriented
in the murky water and trapped by debris.
The characters will also discover that the land where
Looper Greens High School was built used to be a large
farm. After the town flooded back in 1917, though, the
owner of the land sold it to the county and relocated
to Eagle’s Pointe. According to the court records, he
cited “uncontrollable invasive weeds” as the reason for
relocating his farm.
THE THIRD TURN
You’ve seen several abandoned vehicles on your way to
the high school, but there’s something about this one that
catches your eye. It’s resting in the middle of the road
on the driver’s side. The flooding isn’t too bad here, only
about knee deep, so most of the matte black SUV is visible.
Despite the distance, you can see that there are no exterior
markings and no license plate. You can also tell that it has
been modified with a layer of thick armor. Even so, the
SUV has several deep slashes that are aligned into what
appear to be claw marks. The passenger-side front door
has been torn off and thrown about 30 yards away. There’s
something floating next to the vehicle. It might be a body,
but you’d have to get closer to be sure.
If the group investigates the vehicle, they will find that
the floating object is, in fact, a corpse. The man is dressed
in black tactical gear, but there’s something not quite
right about his chest piece. While it’s made from the
kinds of materials they’d expect of modern body armor,
it’s shaped like Roman Musculata, and there are several
ornately carved brass discs attached to its front with
leather straps. A successful Acumen and Wit [Academ-
ics] check indicates that these discs are ancient Roman
symbols of rank and station. The corpse is clutching a
shotgun, and he has a Gladius strapped to his side. The
characters’ eyes are drawn to the sword, and when they
look at it, they feel a deep sense of comfort. There are
several more corpses inside the SUV in various states
of dismemberment, but they have nothing of value.
The only other thing worth noting inside the vehicle
is a small rectangular sheet of brass with the carving
“MCDLXXVI.”

SUSPICIOUS SUV
Musculata Armor 2 Ceremonial
Shotgun Damage 4 Staggering
THE ELAGABALUS LASH
Minor Dread Short Sword
Damage Value: 3
Qualities: Grievous, Penetrating
Dread Quality: Pacifying
A successful Acumen and Wit [Occult] check reveals
that the Lash was presented as a gift to the Emperor
Aurelian in AD 275. It was said to have been crafted
by one of Sol Invictus’s semi-divine sons, and it was
supposedly beaten from a shard of meteorite iron.
When drawn from its scabbard, the blade emits an
intense but harmless white light powerful enough
to brightly illuminate the area around the wielder.
THE CLIMAX
As you approach Looper Greens High School, you finally
realize what happened to Avery’s residents. They’re all
here, and they’re all covered in the same vines you’ve
seen before. They’re forming what looks like a human
chain from the stadium to the dam about a mile and a
half away. They’re mindlessly passing tools like pickaxes
and hammers up towards the dam, and they pass back
baskets of stone and plaster towards the field. You can’t
quite see inside the stadium from this angle, but you
can see the beast standing just outside the entrance.
It’s humongous, probably 8 or 9 feet tall, and it’s com-
pletely made up of squirming vines. The only part of
it that isn’t made of vegetation is its head, which looks
like the skull of a large wolf or bear jutting from the
leaves. Just like all the townsfolk, the beast’s eyes glow
with a soft internal light. It’s barking what might be
THE BRAMBLE BEAST
MAJOR EGREGORE
Strength 5 Coordination 2 Toughness
Acumen 2 Intuition 1 Vigilance 2 Intimidation
Charisma 1 Resilience 3 Reaction 2 Weaponry
ATTACKS - Claws or Thorn Whip - Damage Value 4
QUALITIES - Grievous, Staggering, Indomitable
DREAD QUALITIES - Harrowing, Impervious
DREAD MANIFESTATIONS - Gravehide, Torrent, ChronoStutter
THE MIDNIGHT WORLD
orders at the people, and even though it would have no
difficulty spotting you where you’re at, it seems largely
unconcerned with your presence.
The beast will continue to more or less ignore the
characters, unless they get too close. If they try to
interact with the people or impede their progress,
the monster will snarl and move towards them, but
it will only attack if it looks like the characters are
going to interrupt the operation. If they enter the
stadium from another entrance, they will see that
the entire football field is covered by a forest of vines.
Each of the tendrils has several small glowing seed
pods, and together they produce plenty of soft, diffuse
light for the characters to see. The Creeping Heart
is in the center of the field. They can barely make it
out through the leaves as it pulses slowly. They will
need to decide how to handle the situation. If they
step onto the grass of the football field, the beast will
immediately bound towards them to scare them off or
attack. There’s also subtle movement in the brambles,
hinting that there might be further defenses inside.
If the characters succeed in destroying the Creeping
Heart, all remaining vines immediately desiccate
and fall away. If the Bramble Beast is still standing,
it will try desperately to crawl towards the Heart as
it withers, leaving only its skull behind. All the re-
maining townspeople will violently vomit and pass
out where they are.
THE DENOUEMENT
After a few moments, the rain finally stops. The
townspeople all seem to be comatose, but otherwise
healthy. The only sound is the distant thump of mul-
CHAPTER 8: AVERY, MAINE
tiple helicopter blades. When the birds arrive, they
land on the now-empty field, and several groups of
black-clad people pour out of them. Most are wearing
that same bizarre romanesque armor, though some
SKILLS APTITUDES
5 Hand-to-Hand
HEALTH - 24 ARMOR - 4
211
 THE MIDNIGHT WORLD

THE CREEPING HEART

MINOR EGREGORE SKILLS APTITUDES
Strength 0 Coordination 0 Manipulation 2 Hand-to-Hand
Acumen 5 Intuition 2 Mettle 4 Intimidation
Charisma 2 Resilience 3 Composure 2 Weaponry
ATTACKS - The Creeping Heart itself doesn’t have any attacks, but HEALTH - 20 ARMOR - 4
there are townspeople caught up in the vines who will defend it. Each
round, they attack every character on the football field once. They use
2d6 and 2d8 for their attacks, and their base damage is 2.

If at any point a character catastrophically fails their Dodge check

against these attacks, have them fall directly into the Creeping Heart
and apply Malignant Growth
QUALITIES - Intractable, Stalwart, Reinforced
DREAD QUALITIES - Unseen, Malignant Growth. NOTE: The Creeping Heart does not need to cause dam-
age to activate Malignant Growth. Once per round, anyone touching the Heart simply Manifests the buboes
and tumors associated with this Quality
DREAD MANIFESTATIONS - Dazzle, Wrack, Rime Shield

are dressed in robes, and a handful wear standard

hospital scrubs. They move quickly to secure the
scene and attend to the wounded. One of them,
an austere-looking man in Musculata with several
ostentatious silver adornments, approaches you.
He eyes you for a moment, and then speaks. “I am
Cassius, and I suppose you can tell that I represent…
interested parties.”

The group is sure to have questions, and Cassius

promises that he will answer them all in time. For
now, though, he urges them to board the helicopters
so that they can be given proper medical attention
and be debriefed. He won’t force or compel them,
CHAPTER 8: AVERY, MAINE

but if they try to leave, he tells them that their lives

will never be the same, no matter where they go from
here. If the group has the Elagabalus Lash, he will
stare at it for a second and say “Yeah…we’re gonna
need that back.”

If you intend to make this module into a full cam-

paign, consider allowing the characters to learn
more about the Children of the Everburning Star
and possibly begin the cult’s initiation.

212
Ronnie was next. Then Shelly. Then Grace. And Rollo. Now, finally, Mr. Lake.

Not all at once, of course. I was careful. They had their talents. I had mine. I’d learned plenty in my years between the cracks.
Like how to make folks disappear before anyone noticed they were gone.

The white room sings to me as I shuck my sneakers and carry Mr. Lake past sigils and over water, toward the screens.
Unlike the others, he doesn’t try to fight. His eyes focus on what waits beyond for us both.

“Thank you,” I say as we stand beside the grand design. Inside, that cosmic hunger waits. “I appreciate all you’ve given me.
This isn’t anger. This is fate.”

I heft Mr. Lake in my arms. “You’re not being punished. You’re about to be rewarded.”

Before I toss him, I see him fall.

The endless instant flickers, the moments of release, before release, and after release stacked and playing on top of each
other, rolling like puppies on a bright summer day.

He disappears. Like Mike did. Like the others.

He was wrong, that day, Mr. Lake was. He thought I was one of his people. I’m not, though. My patron claimed me long ago.
A different darkness, from a different universe. Similar, but realms apart.

I should feel something. All I feel is ice.

That shattering ice-mirror that broke the Jo I was into the Jo I’ve now become shimmers before me. Calling me in.
Beyond that space, my patron calls.

It’s time.

I must return. Then go beyond.

The cramps in the shoulders of the child I was flow away like water down a pipe. The chiming in my bones rises to a pitch I
can finally, delightfully, hear. Tightness in my chest, held in all these years, melts. Expands. Rises in my ears. Then drifts away.

In my throat, a wordless song. A hymn past darkness. To something More. It’s time. Deep breath.
I close my eyes, fall forward. Fall inside.

Clocks tick. Time disappears.

No impact. Only peace. No fear. No pain. No memories.

There are no words beyond the darkness.

My name was Jo.

Now I’m only Void.

 THE MIDNIGHT WORLD

THANK YOU TO OUR KICKSTARTER BACKERS!

DREAD TOUCHED
Krista Contino Saumby, The Autiohaus, Raevyn Fletcher, Holly Holt, Overlord Edil A. Sanchez, OgreM

EGREGOROI
Ian McFarlin, Richard Kreutz-Landry, Derek B., Keith W. Davis, Scott Kuban, Andy Whitfield, Kellie Mullis, A.G. Ellis, Daniel Atherton-Moore, Thorin
Ruriksson, Ginger Streusel, Andrew Bennett, Sean Sherman, Michelle Webb, F, Darrell S. Lusardi, Chazz of the Story Told, Walter German, Riccardo
Trentadue, Jim Mangiameli, Alan Ultimately, Gusty737, Jonathan Korman, Michele "Snake" Gelli, Jonathan "Buddha" Davis, THE Donnie, Andrija Popovic,
Michael Bertolini, Mike Welham, Purpose-Porpoise, Kory Chambers, Christopher M Watts, Matthew C. Malis, Abby Peterson, Loreley Weisel, Kurt "Z-Did-
dy" Zalewski, Jared F Tremor, Amber DeSadier, Vance Rawson, Richard Sands, James "Squiggy" Whitchurch, Alaric Shapli, Dullahan, Trip Space-Parasite,
Eleanor Hingley, Razz Faeling, Joseph "Grout" Borawski, Jeff Dahl, Robin S., Steven Orenshaw, Tommie Boatwright, Jen Fenner, Jon Galvin, David Millians,
Amber Vergauwen, Josh “Ninjacat Brining, Mark Benes, Evil Hat Productions, Amanda Atkins, BigBadShadowMan, Matthew Russo, Trevor Hannon, Lynda
Schwartz, Fay Onyx, Leny Wagner, Kel White, Professor Shyguy, Amadan, Jennifer Crymes, Jonathan Johnson, M. Bielaczyc, Judgment Dave, Martin Sil-
venar, Laura Wood, Ms. Sid Simpson, Anonymous, Kai Gillespie, Aimee Collier, Robinson Fulcher, Elizabeth M. Lahoz, Andrew Mauney, John Holt, Doug
Hagler, Dremcyfer, Jason E. Bean, Paul Adams, C. Derrick Varn, Danny Atwood, Cathi Gertz, Earthbound, Jason “The Favorite” Hughes, Mo Ferrer, Rev.
Phillip Malerich, Adam Davis (Knight Aspirant), Roger & Jessica Moreau, David Spencer, Rhys Wolfe, S. Gates (@harpydora), Jeff Hjelm, Mathieu Guittard,
JR Cillian Green, Nicholas MacDonald, Jennifer Wolff, Joe S. M. Gonzales, Jeffrey Osthoff, Tiffini, Jon, Robert Wood, J. Asher Henry, Phaedra Eason, Brick
& Ivy, Deborah Oldham, Zombie, Ian Campbell, Craig S. Quertermous, Jennifer Seggev, Brian Patrick Smith, Ryan Josefsberg, Ethan “Steelangel” Deneault,
Shimon Klein, Justin Pulsipher, Ashlynn Anderson, Nerestro, Jason Pace, Alex Lippert, Bob de Lange-Arensman, Alan Manganti Lalonde, Darla Burrow,
Morgan, Morgan Weeks, Drinking Horn Games, Raffael Boccamazzo, The Faracellis! (Carie, Ryan, and Dakota), Brian “Fitz” Fitzpatrick, Philip D Keating,
Jeff Slaikeu, Tony Hood, James T, Aaron Bolyard, Sarah Johnson, Griffin D. Morgan, Randy G., Phoenix, Matthew Montalto, Staci L. Dufrene, Jake “ChiefMc-
Clane” Cook, Conn Hanson, Cenere, Indigo “Cape Person”, MorgenGabe, Liza Jane & Scott E Falk, J. Evans Payne, Scott E Vigil, Daemon & Colette, Kyle
Atwood, Andrew Kovacs, Chase Hamilton, Amanda Lea Erickson, Curtis Davies, Sean Gallagher, Jenna Sparks, Louis La Rey, Eric See, Brody Butler, Dream-
erTheresa, Adam P., Sam Yoon, Joshua P. N. Miller, Thanks Heather!, Jared Ragland, Kory Rodabaugh, Barrett Trapp, Ido Magal, Stacy Psaros, The Sovereign
Duchy of Haughelstein, Aly F, Cheyne Clark, Amy Blackthorn (<3), Jimmy Reckitt, Sky Schermerhorn, Thomas Williams, Kiba, Nate White, Matthew Mc-
Farland, Robert Brandon Baldwin, Charlie Rose, Grant B., Stefan Holmström, Stephen O’Brien, Elizabeth Beck, Stephen Oppelt, Mark Lewis, Logan Rollins,
Phillip A., Tyler Nikolich, Mikel Ocejo, Alicia White, Michael K., Cavan and Theresa Rider, Matthew Webb, Michael Jacobson, Corey Slate, Jessica Karels,
Robin Jerome, Drew Wendorf, Lisa Padol, Jacqueline “Jax” Bryk, Anthony Smith, Jason Schindler, Gary Raymond Fry, Jr., Graeme V. Copeland, Jonathan
McCulley, Lee Alley, Vanessa Haas, Dave “Frosty” Lazarek, Sarah Young

CHIMERAE
Robert C. Kim, Mads Turley, Jeremiah Evans, Michael Langford, Cameron Lyle, Justin Clawson, Jason T. Alexander, David M. Dabney, Be Johnson, McKenna
Kelly, Gabe Harkins, Jacob “Reluthless LaRude” Relue, Sam Hing, Mateo Marshall, Hayden Nussbaum, Slinky Nexus, Patrick Fawcett, Andrew S Adair,
Samma Lynne, Charles J. Grochala, Philip W Rogers Jr, Denis Gaty MSW, Sandra H. Bruel (aka SLN), Carl Merschat, Sean Reinke Fairchild, Gaulter Reis,
Sean J. M. O’Connor, Darrel (Beast) Crenshaw, Drew Biddle, Beth Bromley, CBG, Rob Bristow, Wesley Reid, J. Michael Arons, Dylan Coffey, Thomas Allen
Newman, Nicole Smoluk, Lord of Gondor and Planet Earth - Jack Koziol, Scott McKendry, Don’t Care, Kara Shostrom, Cody Barnette, Christopher Delano,
Stelios Christos Kargotis, Sean Phipps, Josh DelGato, Ryan-O - Lord of the ThunderBats, Jassi AL-Qadi, Chris Fortune, Katherine Majewski, Cam Lewis, JP
Ray, Brand Grinslade, Jason Boyd, Saleem Halabi, Popa Cubède, Sergey Yulin, Mike Todd, Ruth Gibbs, Brandi Gamache, Max Vaillancourt, Toreinne, Dono-
van Call and Nik Evans, Jeffrey Fowler, Artemis McClain, Garry Richards-Foster, Christopher Gallo, Michael Spredemann/2 Old Guys Games, TGW Ardent,
Nicole Padilla, Amber Walton, Brett Gordon, Crystal Shilling, Michelle Flamm, Geoffrey M Allen, Scott Grubbs, Jonathan "Bear" Knoche, DJ Kalinasty,
Kimberly Stewart, David B, Reid Wooldridge

CULTISTS
Jason Andrew, H. Banks, Charles Beck, Wynton Bean, FeriumX, Jen "Loopy" Smith-Pulsipher, Adam Daniels, Annie Barrett, Jesus (Rey) Reyes Rodriguez,
Scott Chandler

SERVANTS OF THE UNKNOWABLE WORD

Cidwehn, Mark “The Undying” Stone, Jeremy Chambers, Hunter "Jack" Payton, The Broome Family, Robert Teasley, Matt Cady, Will B. Akin, Kevin and Katy
Skoog, Josh Heath, Sam Bashline, Alycifer and the Accidental Druid, Amber Godat, Zach Ford

CULT LEADERS
Mike Rilee, The Owl-lord of Stoneshore, Renee Ritchie, Brian Bartholomew, T. Doug Madsen, Egger Baldrsen, LoriBeth Blair, Daniel J Allen, Rory McIntosh

MASTER ATTENITES
Gary Michelberger, Giga-Bites Tabletop Cafe, Level One Game Shop

CHILDREN OF THE EVERBLAZING STAR

Nick “Eleventh Hour” Fraser, Parker Scott, C. Gavin Stroud

DREAD BEINGS
The Martin Family, James W. Keller, Jayne L. Strickland 🌈, House Quix

215
THE MIDNIGHT WORLD

Index Character creation, 25 Beyonder

Memory Fragment Tables, 28 See Dread Beings

A
Archivist, 52 Blinded, 91
Ability Improvement, 62
Armor, 84 Boundaries, 190
Abyssal, 88
See also Armor Qualities, Combat, Brainiac, 46
Abyss Mind, 15 Damage, Health, Penetrating
Brainjack, 181
See also Dread Beings Armor Value, 84, 87, 89
Bravado, 58
Academics, 39 Examples, 89
Bureaucratic Entanglement, 155
Accountability, 192 Qualities, 86
Burning, 92
Actions Artifacts, 88, 155, 175
Burrowing Crown, the; 126
See Combat See also Dread Qualities

Acumen, 32 Examples, 90 C
Artist, 52 Catastrophic Failure, 82, 95
Addicted, 62
Assisted check, 80 See also Successes
Advancement Points, 78
Athletics, 40 Initiative, 81
See also Hour Hand
Atomic Cacophony, 106 Caregiver, 47
Gaining, 78
Attack, 83 Centering, 40, 182
Example, 79
See also Combat Ceremonial, 86
Spending, 78
Hand-to-Hand, 41 Challenges, 57
Agent Xan, 156
Melee, 83 Character creation, 25, 58, 197
Agriculturalist, 51
Toughness, 36 Descriptions, 62
Amends, 193
Attenite Division, the; 153 Memory Fragment Tables, 29
Anevike, 180
Attributes, 32 Chameleon, 58
Anhedonic, 62, 161
Character creation, 25, 62 Character, 14, 24, 187
Animal Tender, 51
Definition, 31 Character creation, 24
Antagonists, 197
Increasing, 60, 61 Examples, 67, 69, 71
See also Chimerae, Egregori, Inspira-
tions, Servitors, Tags, Type Charisma, 32
Memory Fragment Tables, 27
Dread Manifestations, 198 Charmed Life, 58, 161
Authority-Averse, 62
Examples, 199 Children of the Everblazing Star, the; 136,
Automatic, 85
153, 209, 212
Anxious, 62
Avery, Maine
Drawbacks, 156
Appropriate, 107
See Module
Noteworthy members, 156
Aptitudes, 39

Character creation, 25, 59, 65

B Organization, 153

Bad Magnet, 63 Perks, 155

Definition, 31
Banquet for Atasaya, a; 165 Requirements, 155
Mechanical benefits, 38, 78
Beacon, 109 Chimerae, 13, 198
Notations, 33
Believer, 58 Becoming, 78, 161, 199
Archetypes, 48

216
 THE MIDNIGHT WORLD

Chrono-Stutter, 112 Noteworthy members, 161 Dancing Void, the

Church of NOW, the Orders, 159 See HagYe

See Congregation of NOW Perks, 160 Dazed, 93

Claire Sheridan-Farrington, 165 Requirements, 161 Dazzle, 111

Clergy, 52 Congressman Dr. Max Hartwell, 171 Deadeye, 52

Clever, 47 Conjure Servitor, 118 Deafened, 93

Cognitive Reframing, 181 Consent, 190 Death, 84, 85, 117

Collaborate, 181 Contested check, 80 See also Dread Intervention, Health,

Wounds
Collaboration, 18, 186 See also Skill checks
Decadent, the; 159
Player versus player, 80 Example, 81
Decay, 99
Combat, 80 Spending Seconds, 76
Deny the Winnower, 100
See also Attack, Dodge, Initiative, Convalesce, 116
Parry, Reaction, Skill checks, Entropic Embrace, 101
Weapons Cook, 52
Fail-State, 100
Actions, 83, 87 Coordination, 32
Gravehide, 100
Ranged attack, 83 Core Attributes
Rigor Mortis, 100
Rounds, 81 See Attributes
Touch of Eternity, 99
Unarmed attack, 83 Coronal Flash, 110
Defiant, 47
Weapon attack, 83 Corpse Universes, 12, 124
Delusional, 63, 161
Comfort Junkie, 58 Court of the Constant, the
Deny the Winnower, 100
Common Success See Children of the Everblazing Star
Devil Sign, 118
See Successes Craftsman, 52
See also Sigils, Void Mind
Compelled, 92 Create, 39
DJ OnF King, 161
See also Compulsions Creatures
Diacheiristes, 180
Complicated Success See Antagonists
Dice pool
See Successes Cults, 14, 150
See Skill checks
Composure, 33 Joining, 151
Diminutive, 63
Compulsions, 92 Cunning, 58
Diplomatic, 47
Resisting, 61 Cursed, 63
Director, 186
Con Artist, 47 D Caution, 188
Concealable, 85 Damage, 83 Checking in, 192
Conditions, 36, 91 See also Combat, Health, Poisoned, Corrections, 192
Removing, 117 Weapons, Weapon Qualities
Disallowed content, 191
Confused, 92 Damage Value, 83, 88
Ending games, 195
Congregation of NOW, the; 130, 157 Subduing, 84
Discreet, 86
Drawbacks, 161 Wounds, 95, 96
Diseased, 93
History, 157 Damien, 176
Distress, 17

217
THE MIDNIGHT WORLD

See also Distress dice, Minute Hand E Fireproof, 87

Distress dice, 79 Easily Consolable, 59 Fundament, 101

Gaining, 77, 86, 115, 118, 119, 170 Eclipse Society, the; 154 Geolocate, 101

Maximum, 77, 79, 86 Educator, 53 Homing Beacon, 102

Removing, 76, 115 Egregori, 13, 123, 125, 198 Spire, 102

Dodge, 36, 83 Detecting, 118 Stoneshell, 102

Doppelgänger, 108 Electronics, 41 Terra’s Fury, 103

Doublethink, 114 Empathy, 33 Tremor, 102

Dread, 17, 196 Endurance, 34 G

Dreadbane, 59 Engineer, 53 Geolocate, 101
Dread Beings, 12, 123 Entropic, 93 Gift of Phobos, the; 119
See also Abyss Mind Entropic Embrace, 101 Glimmer Guise, 108
Burrowing Crown, the; 127 Epicurean Assets, 140, 163 Gnomonia, 129, 176
Creating, 124 Drawbacks, 165 See also Jasmyn Valoure
Gnomonia, 129 History, 163 Gravehide 100
HagYe, 133 Noteworthy members, 165 Grievous, 86
Star Eater, the; 135 Orders, 164
Taker, the; 139
H
Organization, 163
HagYe, 132
That Which Grows, 141 Perks, 164
Halt the March, 113
Unknowable Word, the; 145 Requirements, 165
Hand-to-Hand, 41
Dread Intervention, 85, 100 Episode, 194
Hardy, 59
Dread Junkie, 63 Erudite, 88
Harm, 188
Dread Manifestations, 25, 99, 155, 160, Esoteric
175, 181 Harrowing, 88
See Tags
Cost, 99 Healer, 53
Ethereal Affect, 109
Cost increase, 64 Healing Cascade, 115
Excite, 105
Cost reduction, 58 Health, 61
Exfil, 175
Gaining, 78, 99 See also Wounds
Existential Displacement, 112
Themes, 99 Maximum, 61, 165
Exsiccate, 105
Dread Qualities, 88 Regaining, 116, 117, 165
Experience points
Drive/Pilot, 40 Zero, 84, 95, 100, 117
See Advancement Points
Drown, 104 Helios Operational Command, 154
Dr. Saida Rachman, 182 F Heroic Resolve, 59
Drudge, 64 Fail-State, 100 Hits
Duelist, 52 Fated, the; 159 See Skill checks
Fatigued, 34, 36, 93 Homing Beacon, 102
Find Funding, 164

218
 THE MIDNIGHT WORLD

Horror, 188 Inquisitive, the; 169 Librarians, the, 174

Trauma, 189 Insolent, 48 Logisticians, 174

Triggers, 189 Inspirations, 19 Lost, the; 159

Hour Hand, 17, 77 Instantaneous Arrival, 112 Lucky, 60

See also Midnight Clock, Solace Trig- Intoxicated, 62, 93 Luminaries, the; 154
gers
See also Addicted, Conditions
Advancement Points, 78 M
Intractable, 87
Increasing, 76 Million-Mile Stare, 170
Intuition, 32
Increments, 76 Minor
Investigation, 41
Maximum, 77 See Tags
Investigator, 53
See also Midnight Minute Hand, 17, 77
Isolationists, the; 160
Pacing, 76 See also Distress dice, Keeping it
It Gazes Back, 119 Together, Midnight Clock
Hydromancy, 103
Increasing, 76
Drown, 104 J
Increments, 76
Exsiccate, 105 Jack-of-all-Trades, 59
Maximum, 77
Manipulate Humors, 103 Janus’s Gaze, 111
Minutes, 77
Oasis, 103 Jasmyn Valoure, 176
See also Keeping it Together, Minute
Phase Change, 103 Hand, Solace Triggers, Trauma
K Triggers
Torrent, 104 Karma Thief, 107 Gaining, 55, 61, 62, 63, 65, 77, 92, 95,
119
I Keeping it Together, 94

See also Minute Hand, Trauma Trigger Removing, 56, 62, 77, 94, 117, 160
Illuminati, the; 154
Centering, 40 Module, 203
Impaired Sense, 64
Malignant Growth, 89 Molecular Mastery, 105
Impervious, 89
Mettle, 35 Atomic Cacophany, 106
Imposing, 87
Minute Hand, 77 Excite, 105
Incapacitated, 93, 100
Kyriarchoi, 180 Frostbite, 105
Incendiary, 86
Polymerization, 106
Incorporeal, 93 L
Rime Shield, 105
Indomitable, 89 Language, 41
Transmute, 106
Infesting, 89 L’appel du Vide, 170
Ms. Alice, 156
In Illo Tempore, 112 Larceny, 42
Muffled, 93
Initiative, 81 Lazarus Word, the; 117
Mundane
See also Combat Legendary, 60
See Type
Optional Method, 85 Legion of Sol Invictus, the; 154
Mundane, the; 160
Tactics Aptitude, 45 Lethe’s Crossing, 114
Murderous Fate, the
Weaponry Aptitude, 46 Lethonomia, 160
See Gnomonia
Inquisitive, 48

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THE MIDNIGHT WORLD

N Penetrating, 86 Pugilist, 54

Perfectionist, 64
Nature, 43 Q
Nauseated, 94 Perfect Synergy, 181
Quark Pulse, 110
Navigation, 43 Performance, 44

Phase Change, 103

R
Negotiation, 44
Radical Acceptance, 160
NPCs Phenomenal Success
Reaction, 36
See Antagonists See Successes
Reflexive Cognition, 114
Null Host, the; 134, 167 Photoform, 155
Refractive Mastery, 108
Drawback, 171 Photographic Memory, 61
Beacon, 109
History, 167 Photon Lance, 109
Ethereal Affect, 109
Noteworthy members, 171 Pitiable, 49
Glimmer Guise, 108
Orders, 169 Planar Manipulation, 106
Photon Lance, 109
Organization, 169 Appropriate, 107
Shadowpierce, 108
Perks, 170 Doppelgänger, 108
Simulacrum, 109
Requirements, 171 Karma Thief, 107
Reinforced, 87
Nullifying, 90 Madness Angle, the; 106
Request for Orders, 155
Panopticon, 107
O Requisition Artifact, 155
World Walker, 108
Oasis, 103 Research, 45
Poisoned, 94
Occult, 44 Resigned, 49
Politician, 54
Occultist, 54 Resilience, 32
Polymerization, 106
Omit, 160 Restorative Rain, 117
Powered, 87
Optimistic, 60 Restrained, 94
Powerful, the; 169
P Precise, 86
Rigor Mortis, 100

Pacifying, 90 Rime Shield, 105

Priests of Atum, the; 153
Pacing, 193 Rough and Ready, 50
Primadonna, 49
See also Hour Hand, Inspirations Roughneck, 50
Prince Roberto Cornelius Casca, 166
Painless, 64 Rounds
Privileges, 57
Panopticon, 107 See Combat
Character creation, 25, 65
Pastor Mike Smith, 161 Descriptions, 58 Rugged, 61

Pathfinders, 174 Memory Fragment Tables, 29 S

Pendulum Roleplaying System, 197 Prodigy, 61 Scene, 193
See also Skill checks “Prophet” James Alexander, 171 Science, 45
Parental, 49 Protector, 49 Scientist, 54
Parry, 36, 83 Psychic Nexus, 114 Scoundrel, 55
See also Combat Psychology, 44

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 THE MIDNIGHT WORLD

Season, 195 Socrates, 182 Strong-Willed, 61

Second Hand, 17, 76 Solace Triggers, 56 Subject-Matter Experts, 174

See also Midnight Clock Character creation, 26 Successes, 79, 82

Increments, 76 Creating, 57 See also Catastrophic Failure, Skill

checks
Secondary Attributes Memory Fragment Tables, 27
Common, 65, 82
See Attributes Solar Flare, 110
Complicated, 82
Seconds, 76 Soothe, 115
Phenomenal, 60, 64
See also Second Hand Specializations, 38
Supernova, 111
Gaining, 65 Character creation, 25, 61
Supplicant, 50
Skill checks, 77 Definition, 31
Survivor, 50
Spending, 76 Mechanics, 39
Symbiosis, 170
Session, 194 Specialized Training, 175
Synaptic Reconfiguration, 115
Series, 195 Spire, 102

Servitors, 13, 118, 123, 125, 197 Staff of Asklepios, 116 T

See also Antagonists, Conjure Servitor, Staggered, 94 Tactics, 45
Dread Beings, Type
Staggering, 86 Tags, 181, 197, 198
Detecting, 117
Stalker Movement, the; 173 See also Artifacts
Shadowpierce, 108
Drawback, 176 Esoteric, 199
Sharp Sense, 61
History, 173 Major, 199
Sigils, 123
Noteworthy members, 176 Minor, 198
Detecting, 118, 164
Orders, 174 Trivial, 198
Mimicking, 119
Organization, 173 Taker, the; 139
Signature Gear, 175
Requirements, 176 Target number
Simulacrum, 109
Stalwart, 87 See Skill checks
Singularity, 111
Star Eater, the; 135 Teleporting, 90
Skeptic, 64
Stellar Invocation, 110 Tempestuous, 90
Skills, 33
Coronal Flash, 110 Temporal Adept, 111
Character creation, 25, 58
Dazzle, 111 Chrono-Stutter, 112
Definition, 31
Quark Pulse, 110 Existential Displacement, 112
Skill checks, 32, 78
Singularity, 111 Halt the March, 113
Definition, 78
Solar Flare, 110 In Illo Tempore, 112
Dice pool, 78, 80
Supernova, 111 Instantaneous Arrival, 112
Distress dice, 77, 79
Stoneshell, 102 Janus’s Gaze, 111
Hits, 79
Stone-Wall, 50 Tempus Dormits, 161
Target number, 79
Strength, 32 Tenacity, 46
Socially Anxious, 65
Strikers, 174 Terra’s Fury, 103

221
THE MIDNIGHT WORLD

Terrified, 94 Tremor, 102 Staff of Asklepios, 116

Terrorizing, 90 Trivial Vocations, 51

That Which Grows, 141, 209 See Tags Character creation, 25

Thrill-Seeker, 55 Twilight Beacon, 65 Memory Fragment Tables, 30

Thought Control, 113 Twilight Veil, 11, 169 Void Mind, 117

Doublethink, 114 Type, 197 Conjure Servitor, 118

Lethe’s Crossing, 114 See also Tags Devil Sign, 118

Maestro, 115 Dusk Sight, 117

U
Psychic Nexus, 114 Gift of Phobos, the; 119
Ultimate Connoisseur, 164
Reflexive Cognition, 114 It Gazes Back, 119
Under-Privileged, 65
Synaptic Reconfiguration, 115 Wrack, 118
Unflappable, 61
Thought Wardens, 128, 179
Unknowable Word, the; 145 W
Drawbacks, 182
Unmotivated, 65, 161 Wealthy, 61, 165
History, 179
Unseen, 90 Weaponry, 46, 83
Noteworthy members, 182
Untouched, 26 Weapons, 83, 85, 88
Orders, 180
See also Touched See also Combat, Damage, Marks-
Organization, 180 manship, Weapon Qualities,
Untrained, 65, 161 Weaponry
Perks, 181
Unwavering Service, 170 Examples, 88
Requirements, 181

Time
V Using, 36, 83

Vampirism, 165 Weapon Qualities, 84, 85

See Pacing
Vanquisher, 55 Triggering, 59
Torrent, 104
Vector, 66 Wit, 38
Touched, 14, 198
Vengeful, 90 World Walker, 108
See also Untouched
Vigilance, 37, 182 Wounded, 66
Touch of Eternity, 99
Vigorous, 50 See also Wounds
Toughness, 36
Violence, 189 Wounding, 86
Transmute, 106
See also Harm See also Weapon Qualities, Wounds
Traumatized, 65
Vital Touch, 115 Wounds, 95
Trauma Triggers, 55
Convalesce, 116 See also Damage, Health
Character creation, 26
Healing Cascade, 115 Removing, 116, 117
Creating, 55
Lazarus Word, the; 117 Wound Table, 96
Ignoring, 59
Restorative Rain, 117 Wrack, 118
Inspiration, 20
Soothe, 115
Memory Fragment Tables, 28

222
THE MIDNIGHT WORLD

223
The collosal horror of the Dread Beings has existed since
the beginning, since the inconcievably hot flash that birthed
the entire Multiverse. Most universes are protected by the
Twilight Veil, a fine net of quantum particles that enforces
the division between realities. But here, the Veil wears thin,
and the Beyonders turn their titanic gaze upon us. This is
The Midnight World.

The Midnight World is a new take on horror Roleplaying,

one in which a character’s mental health is as important to
their survival as physical health. Developed by two combat
veterans, The Midnight World seeks to approximate feelings
of anxiety, depression, and PTSD in a way that is respectful
to sufferers and safe for players to explore.

The Midnight World Core Rulebook contains everything

you need to create characters with detailed traumatic
memories and portray them as they tiptoe ever closer to
Midnight. It also contains comprehensive storytelling tools
that allow a Director to easily create entire worlds, complete
with quickly generated antagonists, monsters, and other
horrors too terrible to name