You led a life that was in some way mundane, humdrum, or stifling. Maybe you worked all day in a gray-and-beige box. Maybe you attended a school designed to mold your spirit like an assembly line builds cars. But now, things are happening that you can’t explain. You have a desperate feeling that there really are horrific things on the other side of the mirror that want to consume humanity. If you learn enough, maybe you can even take the fight to them. But you can’t prove this is for real, even to yourself. As you're learning more, the Episodes are getting darker and more frequent, and your family thinks they’re losing you. Maybe they're right.


The system is BESM d20.


You start with 10 CP, mainly for spending on Attributes, but you can spend them on other things. You can get more with Defects.

Everyone is from the mundane world, and thus human.

The default ability score system is 3D5+3 six times, assign to taste. You can, instead of rolling an ability score, take 6 CP; for example, you could roll two ability scores, assign them, and use 24 CP to point-buy the other four. Point-buying an ability score costs 1 CP per 2 in the score.

You start with a character feat slot and your human feat slot.

You start with [INT Mod×4 + 20] SP. 4 SP of that is from your human bonus. All BESM d20 skills are class skills, and there's no skill max. Combat skills basically replace BAB.

You optionally start with an outlook.

You also start with these secondary stats:

HP: [4 + CON Mod]

EP: [2 + lowest mental ability score mod]

Base Fort: +0

Base Ref: +0

Base Will: +0

Ground Move: [DEX × 3]


You can choose one of the outlooks here, which confers Association, Dissociation, and/or Shadow, but also a bonus to Tension checks. You don't have to have a game-mechanical outlook at all, and if you want a different one you can work with the GM on its style and effects.

The Believer

2 Association, +4 untyped on Tension checks

Your faith in a higher power is the bedrock of your stability and reaction to the unnatural. Your faith is all but unshakable, and so long as it isn't shaken you believe there's a plan, however irrational things may seem. You may never understand it; you don't need to. It may appear the universe is a cruel joke played on humanity — you believe that isn't true. This is usually but not always religious faith.

The Dreamer

1 Shadow, 1 Dissociation, +4 untyped on Tension checks

You find reality just plain dull. You're still scared by scary things — but strange things you not only can deal with, you like them! For you, this dreamlike stuff is a bit like waking up and coming home. You will need neither convincing that this craziness is real, nor time to come to grips.

The Faustian

2 Shadow, +4 untyped on Tension checks

You are an explorer in the far realms of belief and reality and this, although probably confounding, is not exactly unexpected. There is a greater reality. There are intelligences other than those of man. They are frightening, powerful, and illogical to the core — but they exist — and they may be dealt with… to learn and then… to control.

The Pragmatist

1 Association, 1 Dissociation, +4 untyped on Tension checks

Under pressure you want results. You don't waste time doubting yourself, and you tend to take what you see at face value. A pragmatic character may not spend much time worrying about the implications of this craziness being real. They spend more effort worrying about what they need to do.

The Scientist

2 Dissociation, +4 untyped on Tension checks

You're open-minded in that you're willing, eventually, to accept what your senses tell you — but you are curious and given to test your suppositions and observations. You won't easily believe(Occam's razor), but in fairly short order you'll come to accept that "insanity" doesn't seem to describe what you're experiencing. (Note that this scientific outlook doesn't require any scientific skills.)

The Witch

1 Association, 1 Shadow, +4 untyped on Tension checks

You already know there are things beyond mundane understanding; your relationship with pagan deities is quite pragmatic. The danger here is clear — even if little else is — but this strangeness can be related to, perhaps supplicated, if not reasoned with. The resemblance to insanity may give you pause, but it doesn't really bother you… After all, people mired in old ways of thinking already call you crazy.


These attributes are available to start.

These attributes are available, but only with GM approval, since they can involve extra complexity and open up otherwise-unavailable attributes.

Base Save <Split> <Levelled>

Cost: 1 CP per level

Split: Choose a save: Fort, Ref, Will.

Benefit: The character gets a +[Level] bonus on the chosen save.

Note: This attribute is added because of the lack of classes. However, it isn't optimal for starting characters; it's better to boost the save's base attribute instead.


The defects from the book are available, and also this one.

Mundane Connection

BP: 1 per connection

The character has NPC loved ones who won't buy in to the craziness. These people will refuse to believe Impossible Things, and are thus immune to Infection. The character must relate to these people on a sane level or experience a stressful falling-out.

Examples of such loved ones include spouses, steady romantic partners, parents and grandparents, siblings, best friends, and very-close coworkers(like a cop's partner).

If the relationship is strained, then the character must make a DC: 15 Tension Will save or suffer a point of Tension. (The NPC will be suffering the same, but their saves should be made in secret by the GM.) A bad issue may, at the GM's discretion, involve multiple such strains. In general, breaking the relationship takes 10 strains.

However, relationships are also good for you. On a day when the character spends significant time with one or more Mundane Connections(going to a family event, having their best friend over to play video games and/or drink, Netflix and chill with their girlfriend, etc), they can attempt a Tension Will save to shed a point of Tension. The DC is 5, +2 per strain in the relationship. If the character and their Mundane Connection both make this save(remember the NPC's saves should be secret), then they repair 1 strain in the relationship.


BESM d20 modifies the list of skills.

General Skills

Knowledge Skills

All knowledge skills are based on INT.

Combat Skills


BESM d20 modifies feats, and I have modified a few further.

You can cash out a feat slot for 2 CP.

Accuracy <Levelled>

Prereq: any attack combat skill 2+ ranks

Benefit: The character suffers reduced dice penalties when attempting an accurate attack, such as striking at partial Armour, weak points, or vital spots, shooting at longer-than-usual ranges. Accuracy is also used when attempting a special trick shot, such as carving an initial on someone’s body or ricocheting an arrow off a wall to shoot a target around a corner, and when using the Deflection feat. Each difficulty penalty is reduced by [Feat Level × 2], to at best -0. For example, with one feat level, attacking a vital spot(-8 penalty) would become a -6 penalty, while firing at double range(-4 penalty) would receive -2 penalty.

Armour Proficiency (Light/Medium/Heavy)

Benefit: The character does not suffer penalties associated with attacking or defending with melee weapons(including unarmed) in poor light, absolute darkness, or against an invisible opponent.


Benefit: The character suffers half penalties associated with attacking with ranged weapons in poor light, absolute darkness, or against an invisible opponent. This Feat can be assigned twice to reduce the penalty to zero. The character must be capable of detecting the general presence of the target, however, through one of his or her senses(smell, hearing, sixth sense, etc.).

Block Ranged Attacks

Prereq: Dexterity 13+

Benefit: The character can use Block defences(see p120) against ranged attacks.


Benefit: When making an unarmed attack, the character receives a +1 bonus on attack rolls, and the damage is increased by one size.

Brawl II

Prereq: Brawl, Unarmed Attack skill 3+ ranks

Benefit: When making an unarmed attack, the character receives a +2 competence bonus on attack rolls, and the damage is increased by another size.

Note: This stacks with the prereq's untyped bonus.

Burst Fire

Prereq: Wisdom 13+

Benefit: When using an automatic firearm with at least five bullets loaded, the character can fire a short burst as a single attack against a single target(instead of using the normal auto-fire rules). The character receives a -4 penalty on the attack roll, but deal +2 dice of damage.


Prereq: Strength 13+, Power Attack

Benefit: If the character deals an opponent enough damage to make the opponent drop(either by knocking the opponent out or by reducing the opponent to negative HP), the character gets an immediate extra melee attack against another opponent adjacent to the character. The extra attack is with the same weapon and at the same bonus as the attack that dropped the previous opponent.

Combat Martial Arts

Prereq: Unarmed Attack skill 1+ rank

Benefit: The character's unarmed attacks can inflict either lethal damage or stun damage(see p65) without penalty or restriction, and have a 20/×3 crit.


Benefit: The character has an unearthly ability to conceal weapons about his or her person. As long as the character has somewhere to hide the weapons(even if it only long hair or a light robe) the character’s weapons will not be noticed by anything short of an actual physical search, and such a search is conducted at a -8 penalty. A Special Attack weapon with the Concealable Ability is even harder to find: searches suffer a -12 penalty.


Prereq: Dexterity 13+

Benefit: If the character makes a successful Block Defence, he or she can deflect a standard melee or ranged attack away harmlessly without damaging the blocking object. The GM may decide that some types of attacks cannot be deflected. When trying to deflect a Special Attack, the Block Defence roll is penalised: -2 for each rank of the Special Attack.


Prereq: Dexterity 13+

Benefit: During the character’s action, the character designates an opponent and receives a +1 dodge bonus to Defence against any subsequent attacks from that opponent. The character can select a new opponent on any action. A condition that makes the character lose his or her Dexterity bonus to Defence also makes the character lose dodge bonuses.

Double Tap

Prereq: Dexterity 13+, Point Blank Shot

Benefit: When using a semiautomatic firearm with at least two bullets loaded, the character can fire two bullets as a single attack against a single target. The character receives a -2 penalty on this attack, but deals +1 die of damage with a successful hit.


Benefit: Whenever the character makes a check for performing a physical action that extends over a period of time(running, swimming, holding their breath, and so on), the character gets a +4 bonus to the check.

Far Shot

Prereq: Point Blank Shot

Benefit: When the character uses a projectile weapon, such as a bow, its range increment increases by one-half(multiply by 1.5). When the character uses a thrown weapon, its range increment is doubled.

Forced Stop

Prereq: Drive skill 4+ ranks

Benefit: When the character attempts to sideswipe a surface vehicle with his or her own, the character can force the other vehicle to a stop by nudging it into a controlled sideways skid.

Frightful Presence

Prereq: Charisma 15+, Intimidate skill 9+ ranks

Benefit: When the character uses this feat, all opponents within 10 feet(except those with equal or greater Intimidate ranks) are shaken for [1D6 + CHA Mod] rounds, DC: [10 + CHA Mod] Will save to negate. The character can use the Feat once per round as a free action. A successful save indicates that the opponent is immune to the character’s use of this feat for 24 hours. This Feat does not affect creatures with an Intelligence of 3 or lower.

A shaken character takes a -2 penalty on attack rolls, saves, and skill checks.

Improved Initiative

Benefit: The character gets a +4 bonus on Initiative checks.

Improved Trip

Prereq: Intelligence 13+

Benefit: If the character trips an opponent in melee combat, the character immediately gets to make a melee attack against that opponent as if the character had not used his or her attack action for the trip attempt.

Judge Opponent

Benefit: The character can judge his or her opponent’s approximate weapon skill rank from the foe’s attitude and posture even without actually seeing him or her fight. Additionally, the character can accurately estimate the opponent’s remaining HP. For both of these advantages, the GM may decide to provide descriptive indications such as “your enemy is much better than you with a sword, but if you connect a few times with your ki blast, it will drop him,” rather than saying “the enemy has a Melee Attack(Sword) skill of 12, and 60 HP remaining.”

Knockout Punch

Prereq: Brawl, Unarmed Attack skill 3+ ranks

Benefit: When making the character’s first unarmed attack against a flat-footed opponent, treat a successful attack as a critical hit.

Knockout Punch II

Prereq: Brawl, Knockout Punch, Unarmed Attack skill 6+ ranks

Benefit: When making the character’s first unarmed attack against a flat-footed opponent, treat a successful attack as a critical hit, with an additional ×1 crit multiplier. (For example, 20/×3 crit instead of 20/×2 crit.)

Leap Attack

Prereq: Dexterity 13+, Melee Attack or Unarmed Attack skill 3+ ranks

Benefit: The character can make leaping melee attacks, delivering additional damage due to momentum. Any time the character has a higher Initiative than his or her opponent, they can attempt a leaping attack. If the strike is successful(it hits and the target fails a defence) then the character deals +[2 + ½ Jump skill ranks] extra damage. If the character fails to hit, however, or the opponent succeeds in defending, then the character is off balance and receives a -4 penalty to any further defence checks until his or her turn to act in the following round.

Mounted Combat

Prereq: Ride skill 1+ ranks

Benefit: Once per round when the character’s mount is hit in combat, the character can make a Ride check to negate the hit. The hit is negated if the character’s Ride check is greater than the attack roll. (Essentially, the mount's AC is the higher of their regular AC and the Ride check result.)

One Shot Left

Benefit: The character will always have at least one projectile remaining for his or her ranged weapon, even after an extended combat. This might be a final bullet in a gun, arrow in a quiver, plasma unit in a wrist blaster, or stone in a sling. This option does not remove the need to reload weapons in a game that uses realistic ammunition rules, but rather assures that the character will not be forced to reload at a critical moment. One Shot Left does not affect weapons or Special Attacks built using the Limited Shots Disability.

Point Blank Shot

Benefit: The character gets a +1 bonus on attack and damage rolls with ranged weapons against opponents within 30 feet.

Portable Armoury

Benefit: The character will always have easy access to any weapon required for a particular task, including illegal weapons and accessories not available to the general public. The actual weapons and accessories must still be acquired via the Personal Gear Attribute, but remarkably, the character can access them whenever he or she needs them instead of being forced to return to where they are normally stored. Characters with Portable Armoury can also make field modifications on their weapons, switching options such as laser sights or scopes in a single round.

Power Attack

Prereq: Strength 13+

Benefit: On the character’s action, before making attack rolls for a round, the character can choose to subtract a number from all melee attack rolls and add the same number to all melee damage rolls. This number can't exceed the character’s relevant attack skill. The penalty on attacks and bonus on damage applies until the character’s next action.

Rapid Shot

Prereq: Dexterity 13+, Point Blank Shot

Benefit: The character can get one extra attack per round with a ranged weapon. This attack has no iterative attack penalty, but each attack(the extra one and the normal ones) suffers a -2 penalty.


Prereq: Deflection Feat

Benefit: If the character makes a successful Deflection defence and a successful attack roll(which uses an attack action), he or she can reflect a standard melee or ranged attack towards any target within range(including the attacker) without damaging the blocking object. This Reflection is treated as a normal attack against the target using standard attack rules(see p115). The GM may decide that some types of attacks cannot be reflected.


Benefit: When sprinting, the character moves five times normal speed instead of four times normal speed. If the character makes a running jump, increase the distance or height cleared by one-fourth, but not past the maximum.

Sneak Attack <Levelled>

Benefit: If the character attacks a target who cannot defend him or herself effectively(the target has a situational defence roll or AC penalty), the attacker adds an additional +[Feat Level]D6 damage.

Spell Focus <Split>

Split: Choose a school of magic, such as Illusion.

Benefit: The character’s spells of the chosen school have +2 save DC.

Spirited Charge

Prereq: Mounted Combat, Ride skill 1+ ranks

Benefit: When mounted and charging into combat, the character deals double damage with a melee weapon(or triple damage with a lance).


Prereq: Brawl, Melee Attack or Unarmed Attack skill 2+ ranks

Benefit: Once per round, if the character makes a successful melee attack with an unarmed strike or a light weapon, the character deals an extra 1D4 damage.

Steady Hand <Levelled>

Prereq: Dexterity 13+

Benefit: This is the ability to attack with ease while moving quickly(running or sprinting, flying at high speeds, etc.) or otherwise engaged in complex stunts. This reduces the penalties suffered for attacking while in motion. Each penalty is reduced by [Feat Level × 2], to at best -0. A character with this feat can also use weapons in conjunction with the Tumble skill, and can aim while they are moving.

Stunning Fist

Prereq: Dexterity 13+, Wisdom 13+, Unarmed Attack skill 8+ ranks

Benefit: Declare that the character is using the feat before making an attack roll(thus, a missed attack roll ruins the attempt). In addition to normal damage, the attack inflicts 1 round of stunning, Fort DC: [10 + WIS Mod] to negate. (A stunned target effectively loses one turn.)

A stunned character can’t act and loses any Dexterity bonus to AC. Attackers get a +2 bonus on attack rolls against a stunned opponent. The character can attempt a stunning attack once per day for every four ranks in Unarmed Attack skill, and no more than once per round.

Two-Weapon Fighting <Levelled>

Prereq: Dexterity 15+

Benefit: The character can effectively fight with two melee or ranged weapons at once against the same or different targets, provided both weapons are equipped for one-handed use. When using two weapons, the character can attack twice using the normal Two Weapons rules, but the penalties for doing so are reduced by [Feat Level × 2], to at best -0.

Alternatively, the character can attack with one weapon and defend with another receiving a -2 penalty to Attack checks he or she makes but adding a +2 bonus to his or her Defence checks vs. melee or unarmed attacks. This bonus lasts until the character’s turn in the following round.

Vehicle Dodge

Prereq: Dexterity 13+, Drive skill 6+ ranks

Benefit: When driving a vehicle, during the character’s action the character designates an opposing vehicle or a single opponent. The character’s vehicle and everyone aboard it receive a +1 dodge bonus to Defence against attacks from that vehicle or opponent. The character can select a new vehicle or opponent on any action.

Weapons Encyclopaedia

Prereq: Intelligence 13+

Benefit: A character has the ability to recall the vital statistics and important quirks of practically all known commercially available weapons. This includes, but is not limited to, its general level of reliability as well as all vital statistics — material composition, ammunition capacity, calibre, possible outfitted accessories, etc. Characters without this ability will only have such information on weapons they actually own or use regularly, and will need to make a Knowledge: Military Science(Hardware Recognition) skill check to recall important details. In addition, Weapons Encyclopaedia also includes knowledge on acquiring weapons, so characters will have a +4 bonus on any Knowledge: Streetwise or Knowledge: Business skill checks needed to locate or buy weapons.

Whirlwind Attack

Prereq: Dexterity 13+, Intelligence 13+, Dodge, Melee Attack or Unarmed Attack skill 4+ ranks

Benefit: A character can give up all their regular attacks for the round and instead make one melee attack against each adjacent opponent, with no iterative attack penalties.

Metamagic Feats

These are available, but unlikely to be useful to PCs.

Empower Spell(+2)
Enlarge Spell(+1)
Extend Spell(+1)
Heighten Spell(variable)
Maximise Spell(+3)
Quicken Spell(+4)
Silent Spell(+1)
Still Spell(+1)


Advancement costs 20 XP for 1 SP, or 80 XP for 1 CP.