The available base classes are Adept, Barbarian, Fighter(gestalted with Monk), Ranger, Rogue, Scout, Warlock, Warmage. Other tier 4 base classes and gestalts may be allowed on a case-by-case basis.

Multiclassing restrictions(and thus favored classes) don't apply.


Each HD grants a point of spellpower. With 1 HD, this means you can pick a cantrip at creation, and cast it at the cost of 1 MP.

More generally, spellpower is spent to acquire spells. The most you can spend on a single spell is half(round up) of your spellpower. A spell costs [2^Spell Level] spellpower; that is, 1 for 0-level, 2 for 1st, 4 for 2nd, 8 for 3rd. (A 4th-level spell would cost 16 spellpower, but therefore require a minimum of 31 HD.)

Spellpower can be spent whenever you gain(or otherwise change) HD. Each time you gain HD, you can cash out spells in order to acquire a higher-level spell with the new spellpower, and you can cash out one additional spell as well.

To cast a spellpower spell, spend MP instead of expending a prepared slot. A spell costs [2^Spell Level] MP, equal to its spellpower cost. This also takes the normal casting time, provokes AOOs as normal for the spell, etc.

Spellpower spells do not, by default, have a base attribute; the base attribute modifier is ±0. They also don't require sufficient base attribute based on spell level, so this mainly affects spell save DCs. Their caster level is normally equal to HD, but more specifically equal to total spellpower.

Note that some classes also prepare spells in slots; that's separate from spells acquired via spellpower.

Spells And Their Levels

The PHB spells are used; barring epic levels, only spells up to 3rd level. If a spell has a Sor/Wiz level, then that's its level; otherwise go down the chain of Cleric, Druid, Bard. If it doesn't have a level for any of those classes, it isn't used.

Spellpower spells are arcane by default, notable for F/DF and M/DF components. If a spell simply has a DF component, treat this as an F/DF component with a spell component pouch as the arcane focus.


In addition to HP, characters have MP. Each point of spellpower, whether invested in a spell or saved for later, also adds 1D6 MP, with the first die maxed under the same conditions as for HP. MP are normally spent, but MP damage is possible. If a character's spellpower has a base attribute, then that attribute modifier also applies to MP dice.

If a character's MP drop below 0, they fall unconscious, as if from nonlethal damage. If their MP rise to 0 or more, this source of unconsciousness ends. They're typically left in a sleep they can wake from normally, but if they're still unconscious from other sources, that keeps them unconscious.

A character's MP can't drop below the negative of their max MP; if more MP than this are lost, the excess is then converted to HP loss. For example, if a character with 8 HP and 6 MP uses an artifact that lets them cast a 4th-level spell(16 MP cost), from full health, their MP will drop to -6(instead of -10) and their HP will drop to 4. They'll pass out from MP loss.

When a character sleeps for at least two hours, they recover [Level] MP for each full hour after the first. For example, a 5th-level character taking a 4hr nap recovers 15 MP. (Note that recovery can't exceed the max.)


<Spellpower Type>
Unlike most feats, the effects of this one are not optional. However, when you level up you can give up this feat, opening the feat slot back up. Also, all <Spellpower Type> feats are incompatible with each other.

Armored Spellpower «Combat»

Benefit:You don't suffer arcane spell failure on spellpower spells.

Counterspell Initiate «Mystic»

Benefit:Whenever a spell is cast within [INT × 5'] of you, as a free action you can spend [2^Spell Level] MP to try to counter it. You and the spell's caster make opposed caster level checks; base attribute modifiers, if any, apply. If you win this opposed roll, you counter the spell.

Mystic Shot «Combat»

Prereq:Mystic Strike

Benefit:Your Mystic Strike improves to also apply to non-melee attacks.

Mystic Strike <Su> «Combat»

Benefit:Your melee attacks deal additional MP damage equal to half their HP damage.

Mystic Strike Mastery «Combat»

Prereq:Mystic Strike

Benefit:Your Mystic Strike improves its MP damage to equal full(not halved) HP damage.

Spellpower Acolyte <Spellpower Type> «Mystic»

Prereq:Armored Spellpower
Special:Choose a deity, clerical order, or the like to devote to.
Benefit:Your spellpower has a base attribute of WIS, but you must uphold the interests and ideals of your chosen power, especially in the use of your spellpower spells. If you fail to do so, your spellpower spells may be substituted, vetoed, or worse, and the power may strip you of MP. The power will almost certainly make it clear why, but make sure to only devote yourself to a power your trust.

Spellpower Bard <Spellpower Type> «Mystic»

Benefit:Your spellpower has a base attribute of CHA, but all your spellpower spells require verbal components.

Spellpower Priest «Mystic»

Prereq:Spellpower base attribute of WIS
Benefit:Your spellpower spells are divine, rather than arcane.
Note:This affects M/DF and F/DF components, as well as prestige class prereqs and some unusual triggers.

Spellpower Shaman <Spellpower Type> «Mystic»

Benefit:Your spellpower has a base attribute of WIS, but all your spellpower spells require somatic components.

Spellpower Wizard <Spellpower Type> «Mystic»

Benefit:Your spellpower has a base attribute of INT, but all your spellpower spells require verbal components.


Special Substances & Items

Siege Stone

An alchemically-treated piece of flint. When placed on a target and struck with a hammer, battering ram, or similar bludgeoning weapon, causes the attack to ignore up to 20 points of hardness. The siege stone is destroyed in this process.

Longfinger Tip

An alchemically-treated piece of hematite. When installed in a tool/weapon of 5' or so(usually a quarterstaff), spells can be cast through it by anyone holding the tool/weapon. Ranges for such spells are calculated from the tip's location(a touch spell is directly delivered by the tip).


This dense pellet of alchemically-prepared glowmoss is stored in a vial; its shelf life is limited only by humidity. If dropped into a vial of water(or a potion or the like), it dissolves rapidly and begins glowing, as if the moss were still alive. This provides clear illumination in a 5' radius, and shadowy in a 10' radius, for 12hr. Alternately, it can be poured like ink to mark a path, which doesn't provide meaningful illumination but extends for roughly 500'.

Fiend's Brew

This alchemical substance is a jellied poison, made from the golden ichor of minor fiends. It's not very powerful — injury DC 11, 1D3 WIS / 1D3 WIS — but its jellied nature means many doses can be added to the fullers of a sword or the like, each hit delivering one dose.

Possum Powder

This alchemical substance is added to food; 1min after ingesting it, a creature gains its protection for the next 48hr. If they're reduced to -10 HP or lower in this time, it activates, healing 1D8+1 HP before they can die — and if this heals them by enough, they don't die. Once triggered, this effect is used up. It also doesn't stack. Note that this is not positive energy, and can heal undead or repair golems, if they can ingest it.


Special Substances & Items
Siege Stone550gp1pd
Longfinger Tip40gp½pd
Fiend's Brew, dose100gp- -
Possum Powder, dose50gp- -



On the prairies of Ailos, the main civilization is the gnomish "kingdom" of Rodrul — however, the open prairie is dominated by less-civilized centaur tribes.

Rodrul has no royal family. Instead, each city's Doge(equivalent to a Duke) has a vote on the Council Of Doges. The term "kingdom" once applied, and has persisted largely out of habit. Each city is the apex of a duchy, with towns and villages feudally beholden to it. The land is too dry for proper farms, but the Rodrul economy is based on trade. It's also rather high-tech, with crossbows, full plate, and certain alchemical products all claimed as gnomish inventions.


The game starts at the town of Briston, in the valley of Wisingvale. While its slopes are gentle, it's enough to support a few trees and farms, and thus inns, and thus the trade node that became Briston.

Briston is beholden to Leaf Pom City, and Doge Bottlegem Swacket Of Turen.


Outside of Rodrul settlements and roads, centaur tribes come and go as they please. Most centaurs are warriors, but males and females are marked by fetlocks and breasts. Longbow training is common for all three.

To the north, Ailos ends at the glacier cliffs; beyond is Misthome, a land ruled by frost giants and winter hags. The rivers of Rodrul flow from Misthome.

East of Ailos is the empire of Tolariel, ruled from the elven Hidden City. Northern Tolariel staves off the encroachment of Misthome glaciers with grand elven magics.

To the south the influence of the Doges fades into the Habar Ka desert. (On the far side, Tolariel influence picks up, and in between stands the sultanate of Habar Ka.)

The true influence of the centaur tribes is seen in the west, where Ailos ends at the foot of the snowy Korzaki Mountains. This political divide rides the edge of military influence between the western centaur tribes and the visionary theocracy of Korz.


Aden The Conquerorvictory, fighting dirtyCE
Dorgain The Corruptundeath, decayNE
Irnor The Tallplants, forests, harvestNN
Lilandra The Shapercrafts, transmutationCN
Marith The Silver Handfair trade, free tradeNG
Perkunos The Strikerstorms, athletic prowessNN
Preia The Belovedlust, love, motherhoodCG
Ryvin The Collectoracquisition, politics, deathLE
Sarwen The Justjustice, valor, horsesLG
Teer The Fateweaverfate, consequenceLN
Umiau The Hiddenmoon, secretsNN
Vorsant The Librariantruth, communicationNN

Common Devotions By Race & Class

DwarfPerkunos(NN), Sarwen(LG)
ElfPreia(CG), Vorsant(NN)
GnomeMarith(NG), Ryvin(LE), Vorsant(NN)
Half-Elfas elf or human
Half-Orkas human or ork
HalflingLilandra(CN), Irnor(NN)
HumanPreia(CG), Ryvin(LE)
OrkAden(CE), Perkunos(NN), Ryvin(LE)
AdeptDorgain(NE), Lilandra(CN), Teer(LN), Vorsant(NN)
BarbarianAden(CE), Irnor(NN), Perkunos(NN), Sarwen(LG)
FighterAden(CE), Perkunos(NN), Sarwen(LG)
RangerAden(CE), Irnor(NN), Perkunos(NN), Sarwen(LG), Umiau(NN)
RogueMarith(NG), Preia(CG), Ryvin(LE), Umiau(NN)
ScoutIrnor(NN), Preia(CG), Ryvin(LE), Vorsant(NN)
WarlockAden(CE), Lilandra(CN), Perkunos(NN), Preia(CG), Ryvin(LE), Umiau(NN)
WarmageAden(CE), Lilandra(CN), Perkunos(NN), Sarwen(LG), Teer(LN)