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Midnight Second Edition, released to be compatible with D&D 3.5

A blatant ripoff of J.R.R. Tolkien's "The Lord of the Rings" set in a darker and less deterministic grimdark universe, Midnight by FFG uses the highly successful d20 core of 3rd and 3.5 editions of D&D to enable you to a path of slow-paced agony of role-playing and game design.

A hit or miss design for the most part, Midnight features a skimmed core of classes from the players handbook, by also enabling additions called Heroic Paths from its own core. By the grace of lack of Divine and wide-spread Arcane magic, the Heroic Paths launch martial classes to the stars while driving magic users to episodes of sub-psychotic rage and eventual hospitalization. The fact that there are monsters bound to the Dark God that can "smell" magic from miles away doesn't help much either.

Also don't let your DM's lies deceive you; The elves are the true evil guys of the setting. You heard it here first! *FWIP*

Blatant lies. The elves are there to help you beat Izrador.



  • Barbarian, Fighter, & Rogue remain mostly the same.
  • Monk & Ranger are replaced by the non-magical Defender & Wildlander, respectively.
  • Spellcasting classes are all replaced by the Channeler, which chooses an archetype based on what spellcasting ability score you want.


  • Humans can be one of three different ethnic groups, one of which is a hybrid of the other two.
  • Two kinds of Dwarves: underground & civilized, or surface-dwelling & barbaric.
  • There are four kinds of Elves: Jungle, Sea, Snow, Wood - each of which is adapted to different kinds of forest.
  • Gnomes are riverboat people, and can hybridize with Dwarves to create Dwarrow.
  • Halflings can be agrarian or nomadic, and can hybridize with Elves to create Elflings.
  • Orcs are *big surprise* mostly soldiers of the Dark God, but are playable (and can hybridize with Dwarves to create Dworgs).

New RulesEdit

  • Value points - the collapse of most civilization has made currency, precious metals, and gems less useful than a hunk of stale bread, so you're going to be getting most of your gear & supplies by bartering, scavenging, or gathering in the wild. Value Points are an equivalent value that can be adjusted based on location - so fresh meat will be much more expensive in a city than in the deep wilderness or in a farming area.
  • Spellcasting - Now feat-based! Any character can pick up a couple cantrips from a single school of magic, but the Channeler gets more of these feats. Some Evocation & Conjuration spells are harder to learn, so good luck nuking that monster with a Fireball before 9th Level or so!
  • Magic Items - Very rare. Due to the draining of magic from the world, must be made at a "place of power" or found. Covenant Magic Items grow in power with their bearer, and often are that character's only magical possession. Charms are minor magic items that do not catch the attention of the Dark God's magical sniffers.
  • Feats - lots of new Feats to go with the new classes and spellcasting system. Many are setting specific, and related to better survival in the wilderness and guerrilla warfare.
  • Spells - much like Feats, the Spell list is added to. Unlike feats, certain spells are simply not available in Midnight, while others become available.
  • Heroic Paths - as mentioned above, PCs get a Heroic Path in addition to Race & Class. These are typically based on bloodline or destiny, and improve at every level. Can grant a variety of bonuses thematically based on the Path. For example, those of the Giantblooded Heroic Path become bigger, stronger, more intimidating, and can throw rocks as weapons.


  • Midnight System Reference Document - Remnants of all the Open Gaming Content, posted online.
  • Against the Shadow - Main fansite. Plenty of additional fan content. Especially good if you think the core material isn't grimdark enough.
  • They made a movie! Why did they make a movie?!? Because there was a surplus of RennFest dweebs that were friends with the devs.
Dungeons & Dragons Campaign Settings
Basic D&D: Mystara (Blackmoor) - Pelinore
AD&D: Birthright - Council of Wyrms - Dark Sun - Dragonlance
Forgotten Realms (Al-Qadim - The Horde - Icewind Dale - Kara-Tur - Maztica)
Greyhawk - Jakandor - Mystara (Hollow World - Red Steel - Savage Coast)
Planescape - Ravenloft (Masque of the Red Death) - Spelljammer
3rd/3.5 Edition: Blackmoor - Dragonlance - Eberron - Forgotten Realms
Ghostwalk - Greyhawk (Sundered Empire)
Ravenloft (Masque of the Red Death) - Rokugan
4th Edition: Blackmoor - Dark Sun - Eberron - Forgotten Realms - Nentir Vale
5th Edition: Eberron - Exandria - Forgotten Realms - Greyhawk - Ravenloft - Ravnica - Theros
Third Party: Askis (5E) - Arkadia (5E) - Dragonmech (3E) - Dragonstar (3E) - Golarion (3E)
Humblewood (5E) - Kingdoms of Kalamar (2E/3E/4E) - Midgard (3E/4E/5E)
Midnight (3E/4E) - Mists of Akuma (5E) - Odyssey (5E) - Primeval Thule (5E)
Ptolus (3E/5E) - Rokugan (3E) - Scarred Lands (3E/5E) - Spellslinger (3E)
Wilderlands of High Fantasy (Basic/3E) - World of Farland (3E/4E/5E)