-=FREE-FORM=Players

Handbook
SL ENTERPRISE

The Basics
The Basic Roll
When you undertake an action that has some element of risk, the GM will determine which
of your characters stats and skills is relevant and call for a roll.
Roll a six-sided die. If the result of your roll is equal to or lower than your stat rating, you
succeed at the attempted action. If your roll is higher than your stat rating, you fail at the
attempted action.
A die result of 1 signifies a Critical Success, which means that your character succeeds in
an exceptional way. Sometimes a Critical Success will trigger additional benefits.
A failed roll with a die result of 6 signifies a Critical Failure, which means that your
character blunders the action in a particularly awful way. Sometimes Critical Failure will
trigger unfortunate circumstances.
Difficult Rolls
The GM might decide that your chosen action is particularly Difficult. In some cases, the
rules might specify when a given action is considered Difficult. Aside from this, the decision
is based solely on the GMs judgment and his interpretation of the setting and the situation.
When an action is declared Difficult, reduce your relevant stat rating by 1 before making the
roll. For example, firing a gun at a target whos In Cover is considered Difficult. If youre
shooting at such a target and your Coordination stat is 4, it counts as being 3 for this
Difficult shot.
Multiple difficulties never stack with each other. A roll is either Difficult, or it is not. To use
the example above, a character firing at target in cover with an Inaccurate weapon (which
also causes shots to be Difficult) your Coordination is still only reduced by 1. If the GM feels
that too many difficulties are stacked against an action, he should simply rule that the
action is impossible.

Skill Boosts
If you have a skill that is applicable to action youre attempting, you can increase your
relevant stat rating by one before making the roll.
For example, if youre trying to punch a peacekeeper in his ugly face (a Strength roll) and
you have the Martial Arts skill, you can add one to your Strength rating before making the
roll.
Like difficulties, Skill Boosts never stack with each other. Regardless of how many skills
might be applicable to the situation your stat is never increased by more than one.
The rules will specify which skills are applicable in certain common situations. Otherwise,
the GM is free to assign appropriate skill boosts based on his or her interpretation of the
situation at hand.
When describing a roll in writing, we list the relevant stat with the appropriate skill in
parenthesis. For example, the aforementioned attack roll would be described as a Strength
(Martial Arts) roll.
The Hail Mary
A Hail Mary is a desperate situation in which you must roll a 1 to succeed at an action.
Rolling a 1 on a Hail Mary, while successful, is not a Critical Success.
Sometimes a Hail Mary will arise from the GM declaring an action Difficult. For example, if
youre attempting a Difficult roll with a stat rating of 2 (reduced to 1 by the difficulty), your
roll is considered a Hail Mary.
Other times, the GM will declare an action a Hail Mary from the get go. This serves as a tool
for the GM to adjudicate desperate (but not impossible) actions that have a only a remote
chance to succeed. For example, if youre attempting to deceive a security guard, but give a
totally outlandish story as your cover, the GM might rule the you must make a Hail Mary
rather than a more standard Willpower (Deception) roll.
The Luck Roll
The Luck Roll is a tool for the GM to fill in the details of the game setting in an unbiased way.
Often, the situations that arise in play will demand more specific details than the GM is able
to prepare in advance. Does this building have a back entrance? Is there anything useful
among the debris? And, sometimes, a little bit of randomness can add a lot of fun to the
situation at hand. Will the PCs get ambushed when they travel through the desert? Do any
citizens happen to overhear the PCs plotting in the restaurant? Are the PCs harassed by a
Union patrol when they drive through town?

When one of these situations comes up, the GM can call for a Luck Roll and fill in the details
of the setting based on the result.
To make a Luck Roll, roll a d6. Use the table below to interpret the results. All of these
results are phrased from the point of view of the PCs. So, Very good luck means Very
good luck for the PCs.
LUCK ROLL RESULTS
1 Very good luck
2 Good luck
3 Moderately good luck
4 Moderately bad luck
5 Bad luck
6 Very bad luck
Its up to the GM to interpret exactly what these results mean in the situation at hand.
One Roll To Rule Them All
Once youve resolved an action by making a roll, the result of that roll stands unless the
situation changes dramatically. To put it plainly, there are no re-dos. If, for example, your
character fails a roll to hack a computer terminal, it means that the terminal in question is
simply beyond your characters ability to hack at this time. You cannot roll again for the
same action unless something changes about the situation. If, for example, you came back
later with a fancy new set of access codes, the GM might decide to allow another hacking
attempt. The bottom line: rolls have to mean something. Do not fudge the results. Do not
call for a re-roll. If a failed roll brings your progress to a dead end then youll simply have to
find another way around your problem.

Combat
Step One: Determine Surprise
When an encounter occurs, each PC must make an Intelligence (Perception) roll. If all the
PCs are successful, they surprise their opponents (and can choose to avoid the encounter).
If some are successful and others are not, neither side is surprised. If all the PCs fail, their
opponents surprise them. Surprise effects initiative, which is described below.
This procedure assumes that neither party is aware of the others position to begin with. If
one or both sides are clearly aware of the other before the encounter, skip this step and
determine surprise using common sense.
Step Two: Set the Scene
Combat scenes are played out with miniatures on a tabletop. All range and movement
distances are given in inches. 1 inch on the tabletop equals 5 feet in the game world.

At the beginning of each combat scene, the GM sets up a tabletop representation of the
battlefield either by sketching it an erasable grid mat or by placing physical terrain on the
table (this could range from elaborately crafted wargaming terrain to improvised objects
that happen to be on hand: this soda can is a power generator.)
Any kind of miniatures or tokens can be used to represent the characters and vehicles
involved in the fight. I enjoy using various pre painted sci-fi wargaming miniatures, though
they can be pricy. Plastic chessmen make great, inexpensive playing pieces as they can
easily be reused to represent different characters in different situations: These black
pawns are gangers. The bishop is their leader.
Step Three: Determine Initiative
In combat, characters act in descending order of Intelligence. The character with the
highest Intelligence score acts first, followed by the next highest, and so on. If there is a tie
in the initiative order, player-characters act first, followed by non-player characters. Once
each character has acted, return to the top of the order and continue until the combat ends.
For example, Raven and Jupiter are about to fight two Union Peacekeepers. Raven has a 2
Intelligence, Jupiter has a 4 Intelligence, and the Union Peacekeepers have an NPC Level of
4. The initiative order for the fight looks like this:
1. Jupiter acts (Intelligence 4, player-character)
2. Union Peacekeepers act (NPC Level 4)
3. Raven acts (Intelligence 2)
SURPRISE
If one side surprises the other, the ambushing characters act on an initiative of six in
addition to their normal initiative for the first round of the combat. So, drawing on the
example above, if the Union Peacekeepers had surprised the PCs, they would act first, then
Jupiter would act, then the Peacekeepers would act again, then Raven would act.
Step Four: Take Action
On your turn in combat, you can move and take a single action (in either order). Possible
actions include: Attack, Disarm, Overwatch, Grapple, Intimidate, Jump, Reload, Take Cover,
Throw, and miscellaneous other actions.
Movement
All characters have a Speed rating, which determines how many inches they can move in
one turn. By default, characters on foot have a Speed of 6. Swimming characters move at
half their normal Speed.
If youre piloting a vehicle, you can use your movement to move the vehicle rather than
moving yourself. The distance a vehicle can travel is based on its Speed.

Attack
Declare how your character is attacking and what your target is, then attempt a
Coordination (Marksmanship) roll for a ranged attack or a Strength (Martial Arts) roll for a
melee attack.
If successful, you strike your target and reduce its Health by an amount equal to the
Damage Rating of the weapon. If you fail the roll, the attack misses its target or is
otherwise evaded.
For example: Uncle Scam fires a Union pistol (Damage Rating 3) at an enemy ganger who
has 6 Health. Uncle Scams Coordination (Marksmanship) roll is successful, so his shot
strikes home. The gangers Health is reduced from 6 to 3.
RANGE
Melee weapons can only be used to attack targets within 1 inch of you.
Ranged weapons can be used to attack targets at a distance. The drawback is that ranged
weapons can ammo out (see the facing page for the details).
Unless noted otherwise, ranged weapons have a range of yes, which is to say we dont
bother calculating exact ranges. If the GM feels that youre pushing the limits of your
weapons capabilities, your attack roll will be considered Difficult or, for truly desperate
distances, a Hail Mary.
CRITICAL STRIKE
When you roll a Critical Success on an attack roll, choose one of the following critical
effects:
Double the damage caused by your attack.
Instead of causing damage, Disable one piece of your targets equipment.
ARMOR
Armor reduces the damage caused by a successful attack. Subtract the victims total
armor value from any damage taken.
Example: Nitro blasts a peacekeeper for 4 points of damage. The peacekeeper has a total
of 3 armor, so the attack reduces his Health by 1 point.
AMMO OUT
When you make an attack roll with a ranged weapon, a roll of 6 (regardless of success or
failure) means that youve ammoed out. You cannot attack with the same weapon again

until you spend an action to reload it. This represents your character slamming in a new
magazine, digging through his/her bag for more grenades, or whatever else makes sense in
context.
Note: If you ammo out while dual-wielding Light weapons, both weapons are out of ammo,
but both can be reloaded with a single action.
UNARMED MELEE ATTACKS
All characters can assault their opponents with punches, kicks, bites, body slams, strangle
holds, and other types of unarmed melee attacks. Unarmed melee attacks have a Damage
Rating of 1.
FIGHTING BLIND
If you cannot see the target of your attack (if, for example, your target is obscured by
darkness, smoke, or a thin wall) any attack roll you make is considered a Hail Mary.
DEAD TO RIGHTS
An attack against a helpless living target automatically reduces the targets Health to 0.
STEALTH TAKEDOWN
If you sneak up on an enemy you can attempt a Difficult Strength (Martial Arts) roll to take
them out with a single melee attack (neck snap, judo chop, sleeper hold, etc). If successful,
your targets Health is immediately reduced to 0.
Disarm
While within melee range, you can spend and action to attempt to steal or knock away your
opponents gear. Make a Difficult Strength (Martial Arts) roll. If successful, you can swipe
one piece of your opponents equipment or knock it up to 6 away in a direction of your
choice.
Escape
You can spend an action to attempt to escape from combat. Make a Difficult Coordination
(Athletics) roll if on foot or a Difficult Coordination (Pilot) roll if controlling a vehicle. If
successful, you manage to escape the combat and are considered to be absent for the
remainder of the scene.
Grapple
While within melee range, you can spend an action to try to immobilize your opponent. Make
a Difficult Strength (Martial Arts) roll. If successful, your target gains the Stunned condition.
Intimidate

You can spend an action to attempt to break the morale of a single character who can see
you. Make a Difficult Willpower (Intimidate) roll. If successful, your target must make a Panic
Roll.
Jump
You can spend an action to jump horizontally. Make a Coordination (Athletics) roll. If
successful, you can jump a number of inches equal to your Coordination stat. If you fail, you
fall short and suffer whatever consequences make sense for the situation.
Overwatch
You can spend an action to go on overwatch. Instead of taking your action immediately, you
can act at any point until the beginning of your next turn, even if it interrupts another
characters turn. Any rolls you make while on overwatch are considered Difficult.
Reload
You can spend an action to reload a weapon that has ammoed out. You can reload two Light
weapons with a single use of this action.
Sprint
You can spend an action to move an additional 6.
Take Cover
You can spend an action to gain the In Cover condition.
Throw
While within melee range, you can spend an action to throw a human-sized opponent
through the air. Make a Difficult Strength (Martial Arts) roll. If successful, you throw your
opponent up to 6 from his or her current position. If your target collides with a solid object
or another character, each character involved suffers 2 Hazard Damage.
Damage
Youll spend a majority of your time in this game swapping bullets with bad guys. Heres
what happens when get roughed up:
DOWN
When your Health reaches zero you are Down. You fall unconscious and cannot move or
take actions. You stay Down until your Health is restored to one or higher. Your Health
cannot be reduced below 0. There are no negative Health points.
NPCs who go Down are dead, unless their attacker was specifically trying to use nonlethal
force.
SECOND WIND

When youre Down, you can spend a point of Reputation to gain a Second Wind. Erase a
point of Reputation from your character sheet and restore your Health to its maximum
value.
BUSTED
When all members of your party are Down and no one has Reputation left, the party is
Busted. The GM narrates how your characters are killed, captured, or otherwise removed
from the game. Dry your tears, create new characters, and try again. To soften the blow,
your new characters start with 2 extra Experience Points as a Busted Bonus.
RECOVERY
Health can be restored with a variety of class abilities, accessories, and psychic powers.
You can also take an downtime action to recover Health naturally (see page 36). Your
Health can never be restored higher than your Maximum Health. Any Health gained in
excess of your Maximum Health is lost.
BETRAYAL AND ABANDONMENT
If youre Downed after betraying your party or are otherwise left with no external hope of
recovery, the GM can rule that your character dies and you must bring in a replacement.
This is should be rare, if it occurs at all.
Conditions
Some attacks and situations inflict special ongoing effects called conditions.
BLINDED
Any roll you make that requires sight is considered a Hail Mary. Lasts until the end of your
turn.
BURNING
You take 2 Hazard Damage at the beginning of each of your turns. Lasts until someone
(including you) spends an action to extinguish the fire or until you are doused in water or
similar flame retardant.
FLYING
You can move through the air. You cant be targeted by melee attacks except those made by
other Flying characters and vehicles. Any ranged attacks you make are Difficult. Any
ranged attacks made against you are also Difficult. Lasts as long as you remain capable of
flight. IN
COVER
All attack rolls that target you are Difficult. Lasts until you move.
OVERBURDENED

You move at half your normal speed and any roll you make is considered a Hail Mary. Lasts
until you drop one or more pieces of equipment.
PANICKED
You cannot act except to move away from the source of your panic and attempt the Escape
action. Lasts until you escape or the scene ends.
SICK
You cannot recover Health (except through Reputation/Second Wind) until this condition is
removed. Lasts until you are treated with Union Meds (2nd Offense, page 22).
STUNNED
You cannot move or take actions. Lasts until the end of your turn.
WASTED
All rolls you make are considered Difficult. Lasts until the end of the scene.
Hazard Damage
Hazard Damage is used to model injuries sustained from various dangerous circumstances
where the amount of armor youre wearing doesnt matter. Hazard Damage reduces Health
just like normal damage, but is never reduced by armor. For example, Winston has 3 armor.
He gains the Burning condition and suffers 2 points of Hazard Damage, his Health is
reduced by 2 points.
Saving Throws
A Saving Throw represents your last ditch attempt to avoid major injury from various
environmental dangers. The GM calls for a Saving Throw when you:
Fall a significant distance.
Are inside a vehicle when it explodes.
Are inside the blast radius of a large explosion.
Are struck by a moving vehicle.
Are struck by a large falling object.
Are electrocuted.
Are drowning, exposed to a vacuum, etc . . .
When you are asked to make a Saving Throw, make a Luck Roll. On a result of 1-3 (good
luck) you suffer 2 Hazard Damage. On a result of 4-6 (bad luck) youre Health is
immediately reduced to 0.
VEHICLE SAVING THROWS
Vehicles must also make Saving Throws from time to time (usually from crashes or
explosions). The vehicles owner makes the Saving Throw on behalf of the vehicle. On a

result of 1-3 (good luck) the vehicle suffers 2 Hazard Damage. On a result of 4-6 (bad luck)
the vehicle is reduced to 0 Health and thereby destroyed.
STRUCTURES AND INANIMATE OBJECTS
Sometimes youll need to determine if a structure or inanimate object is destroyed by
damage. Rather than tracking Health points for every potential target, we simply resolve
the damage with a Saving Throw. If a structure or inanimate object suffers sufficient
damage, the GM makes a Saving Throw for it. On a result of 1-3 the object is damaged, but
still intact/operational. On a result of 4-6, the object is destroyed.
The Panic Roll
A Panic Roll represents your attempt to hold your ground in the face of demoralizing
horrors. The GM calls for a Panic Roll whenever:
You see someone on your side of a fight go Down from a Critical Strike.
You see a Terrifying creature for the first time.
Anything happens that the GM deems suitably traumatic to cause panic.
Make a Willpower (Bravery) roll. If successful, you keep your cool. If you fail, you gain the
Panicked condition. On a Critical Failure, you gain the Panicked condition AND you replace
one of your current traits with a random Insanity Trait from the table below:
INSANITY TRAITS (d66)
11 Amnesiac
12 Cannibal
13 Child-like Mentality
14 Compulsive Liar
15 Delusional
16 Drug Addict
21 Fear of Being Watched
22 Fear of Enclosed Places
23 Fear of Flying
24 Fear of Heights
25 Fear of Machines
26 Fear of Psychic Phenomena
31 Fear of Solitude
32 Fear of Guns
33 Fear of the Dark
34 Fear of the Dead
35 Fits of Rage
36 Hero Complex
41 Homicidal Maniac
42 Horrible Flashbacks

43 Hypochondriac
44 Imaginary Friend
45 Incoherent Rambling
46 Kleptomaniac
51 Magical Thinking
52 Megalomaniac
53 Multiple Personalities
54 Nightmares
55 Object Personification
56 Paranoid
61 Pyromaniac
62 Reclusive
63 Strange Obsession
64 Vivid Hallucinations
65 Violent Seizures
66 Voices of the Dead
Magic Spells
MAXIMUM NUMBER OF SPELLS
You can have a maximum number of spells equal to your Intelligence stat. If youve already
reached your maximum number of powers and gain a new one, you can choose to replace
one of your existing powers with the new one. If not, the spell is lost.
ACTIVATING A SPELL
To use one of your spells, you usually have to spend an action and make a Willpower (Focus)
roll. Follow the instructions given for the specific spell youre using.
BACKLASH
The only limit to how often you can use your spells is the ever-present threat of magic
backlash. When you roll a 6 on an activation roll (regardless of success or failure), your
character suffers a backlash. Roll 2d6 on the following table and the GM will describe the
effect on your character.
BACKLASH EFFECT (2d6)
2 Gain another spell.
3 Gain a random Insanity Trait.
4 You gain the Sick condition.
5 You gain the Panicked condition.
6 You gain the Wasted condition.
7 You suffer 2 Hazard Damage.
8 You suffer 4 Hazard Damage.
9 You suffer 6 Hazard Damage.
10 You suffer 8 Hazard Damage.

11 You suffer 10 Hazard Damage.

12 You become a frog, turn to stone, shrink, or similar impairing outcome till the end of the
encounter.

DESCRIBING BACKLASH
Backlash causes a piercing ring inside the character's head. The character starts bleeding
from the nose or ears (even from the eyes, on a particularly bad backlash). They feel
lightheaded. They might hurl. Whatever the details, make them gory and unpleasant. These
are dangerous forces to be messing with and they demand respect.

Economy
Green
In-game currency is represented by a resource called Green. Each point of Green
represents a nonspecific clump of cash. Minor, unimportant items do not cost Green to
purchase. Green is reserved for purchase of equipment, accessories, and vehicles, things
that have specific mechanical value in the game. Over the course of the game, you will earn
Green by fragging enemies and taking their stuff. When referring to the cost of an item,
Green is abbreviated as G. So, 4G means 4 Green.
Carrying Capacity
All of your characters belongings fall into one of three categories: Equipment, Accessories,
and Junk.
EQUIPMENT
Any reusable item that has a specific mechanical effect in the game is considered
Equipment. Weapons, armor, and larger tools are the most common examples. You can
carry a number of pieces of equipment equal to your Strength stat.
ACCESSORIES
Accessories are smaller items that are expended as soon as they are used. You can carry
up to five different kinds of Accessories and a quantity of each equal to your Strength stat.
For example, if you had a Strength rating of 4, you could carry 4 Soma Colas, 4 Scrap, 4
Bio-Sludge, 4 doses of Rage, and 4 doses of Vertigo. If you wanted to carry more than
that, you have to use or drop something.
JUNK
Your characters clothing and other superficial accoutrements are considered Junk. This
includes minor items that support your character concept, but have little impact on the
mechanics of the game. Examples include: rope, flashlights, binoculars, cigarettes,
grappling hooks, handcuffs, pocket knives, signal flares, tents, walkie talkies, spray paint,
laptop computer, media players
The Junk Roll: Need a flashlight? No problem. You can spend an action to determine whether
or not you to have a given piece of junk on hand. Make an Intelligence (Junk) roll. If
successful, you happen to have the desired item. We assume that youre carrying a
backpack or something with a collection of useful items in it.

BEING OVERBURDENED
You can temporarily carry one extra piece of equipment (in excess of your normal
equipment slots) but you are considered Overburdened when doing so. When youre
Overburdened, youre movement rate is halved and any roll you have to make involving a
physical activity is considered a Hail Mary.
BODIES A human body takes up two equipment slots. This may be important when you
have to scoop up your unconscious buddies and carry them to safety.
Disabled Equipment
A variety of events can cause a piece of equipment to become Disabled. When a piece of
equipment is Disabled, mark the box next to it on your character sheet.
Disabled equipment can no longer be used for its intended purpose.
If a piece of equipment gives you some passive benefit, like a bonus to your armor, that
benefit is lost when the equipment is Disabled.
Disabled equipment still occupies an equipment slot.
Disabled equipment can be restored to working status by some means of repair. Eg. Duct
tape, rivets, blow torch, ect...
Armor
Armor is a special type of equipment that reduces the amount of damage you take from
attacks. There are three body areas that can be covered by armor: head, torso, and legs.
You can only benefit from one piece of armor per area.
For example, you might typically wear a helmet, body armor, and boots and gain the benefit
of each. However, you could not benefit from two helmets simultaneously. You can carry
multiple pieces of armor that cover the same body area, but you can only benefit from one
piece per area.

Characters
Determine Rank
By default, all characters begin the game as Recruits. Of course, its perfectly acceptable
for the GM to start characters at a higher rank (particularly for oneshot sessions). Starting
at higher ranks changes the overall feel of the game pretty dramatically.
Note your starting Health, Green, and Reputation on your character sheet. Your character
starts the game at full Health. You can choose to spend your starting Green and Reputation
or to save them for later.

RECRUIT
Recruits may have specialized skills and training, but they are more or less like ordinary
people in the real world. Recruit characters must obey the laws of physics just like you and
I would and they are easily downed in combat. To play a recruit character successfully,
youll have to be cautious, clever, and lucky.
MAXIMUM HEALTH: 6

STARTING GREEN: 6

STARTING REPUTATION: 0

OPERATIVE
Operatives are still bound by realistic laws of physics, but can perform their actions with a
bit of heroic flair. Veteran characters are somewhat more survivable than Recruits, but still
fairly vulnerable.
MAXIMUM HEALTH: 12

STARTING GREEN: 12

STARTING REPUTATION: 1

HERO
Heros enjoy a casual relationship with the laws of physics, leaping great distances,
performing crazy wire-fu stunts, and surviving injuries that would certainly kill someone in
real life.
MAXIMUM HEALTH: 24 STARTING GREEN: 24

STARTING REPUTATION: 3

Race
RACE CREATOR
Pick a name for your race.
Each race has a value of 0.
When designing your race the value must equal zero when you're done.
Changes that are cosmetic or add little to no benefit are free.
POSITIVE TRAITS
Advanced stat (+1 BP)
(cannot go higher than 5.)+1 to any stat.
Heightened sense (+1 BP).
+1 bonus to checks related to a specific sense.
Camouflage (+1 BP)
+1 when hiding.
Amphibious (+1 BP)
+1 to swim and dive checks.
Natural armor (+2 BP)
+1 to AC.
Natural weapon (+2 BP)
you get BP equal to your strength for melee weapons, and BP equal to your coordination
for ranged weapons.

Extra appendage (+2 BP)

An extra arm, leg, tail, or tentacle (This may be used for unarmed attacks).
Flying (+3 BP)
You can fly for a number of turns equal to your strength or intelligence stat.
Elemental (+3 BP)
You are made out of any element. You have a resistance to your element and a weakness to
its opposite.
NEGATIVE TRAITS
Lowered sense (-1 BP)
-1 to any check related to the chosen sense.
Decreased stat (-1 BP)
(Can not be lower than 1.) -1 to the chosen stat.
Vulnerability to (?) (-2 BP)
When you come into contact with the specified substance or element, you take 1 damage
every turn you are exposed, you also get -1 to actions and attacks.
Sensitivity to (?) (-1 BP)
When you are exposed to the chosen substance or element, you take a -1 penalty to all
actions and attacks
Stats
Coordination - Coordination represents motor skills, reflexes, and accuracy.
Intelligence - Intelligent represent problem solving skills and knowledge.
Strength - Strength represents physical power.
Willpower - Willpower represents mental power.
Each stat has a score of either ( 5, 4, 3, or 2 )
Players assign stat scores to equate with their own abilities.
For example: if I'm a bodybuilder, strength would be my highest stat.
Health Points
Health points are equal to ( STR + 6 )
Class & Skills
Classes and skills are completely free form. Decide what you want your character to be
then come up with the skills that are associated with that class.
Players may pick a number of skills equal to their intelligence.
They may pick from the list of example skills or create their own.
Every skill adds a bonus of +1 to an action that uses that skill, Skills do not stack.

Here is an example skill list:

Acrobatics: This skill is used for tumbling, and dancing
Athletics: Skill in running, jumping, and swimming,
Perception: skill in noticing your surroundings
Feign: This applies to bluffing or concealing objects
Stealth: This applies to hiding and sneaking around
Thieving: This applies to picking locks and pockets
Craft: This is skill with creating objects
Intimidate: This is for scaring things
Break-in: It takes skill to break a door
Gesture: Skill in communicating without words
First aid: Skill in wrapping and bandaging wounds
Search: Skill in searching rooms, books, or, libraries
Diplomacy: your ability to reason with people
Survival: Your skill with hunting, herb lore, and animals
Bows: your skill with using a bow
Throw: your skill with throwing things such as daggers
Blade: your skill with swords and other bladed weapons
Blunt: your skill with maces and other blunt weapons
Unarmed: your skill with your fists.
Generate Traits
Character traits represent prominent elements of your characters personality and
background. All characters have three traits: two character traits and one faction trait.
Using these traits in the portrayal of your character will grant you extra experience points
at the end of each session.
Generate two character traits by rolling d66 twice and consulting the Character Traits
table below. If you choose to keep the randomly generated traits, you immediately gain a
bonus experience point for each one you kept. If youre not happy with the traits as
generated you can choose from the list or create your own, but you dont get the bonus
experience points.
CHARACTER TRAITS (d66)
11 Alcoholic
12 Anarchist
13 Attracted to a Teammate
14 Bookworm
15 Break Dancer
16 Casually Violent
21 Chain Smoker
22 Conspiracy Theorist
23 Cyborg

24 Flamboyant
25 Gambler
26 Graffiti Artist
31 Grizzled Veteran
32 Gung Ho
33 Heroic
34 Honor-bound
35 Just a Kid
36 Masked Vigilante
41 Musician
42 Mutant Animal
43 Old Coot
44 Parkour Artist
45 Party Animal
46 Philosopher
51 Photographer
52 Radio Operator
53 Punk
54 Rastafarian
55 Redneck
56 Religious Fanatic
61 Scruffy Vagrant
62 Seductive
63 Superstitious
64 Survivalist Gun Nut
65 Celebrity
66 Insanity (see insanity traits)
Armor class
Armor class is equal to the sum of the armor bonuses gained from apparel and/or
equipment.
Magic
During character creation PC's may roll 1D6 to determine if a non-magic based character
has the ability to channel magic. Magic based characters automatically have this ability so
there is no need to roll for them.
Characters can learn a maximum number of spells equal to their intelligence.
Non-magic based characters must roll a 1 on 1D6 to get their first spell, while magic based
characters have a spell starting off.

CREATING SPELLS
To create your characters first spell you must first decide what you want the spell to do
then combine one word of each of the effect, subject, and target word categories.
Damage spells do damage equal to half of the casters willpower.

Create

Animal

Water

Air

Personal

Perceive

Body

Effect Words
Transform Destroy

Subject Words
Vegetation Fire

Control

Image

Target Words
Selected Barrier Burst

Spray

Mind

Earth

Power

Blast

CASTING SPELLS
To cast a spell a player must roll below or equal to their characters willpower on a 1D6.
Rolling a 1 results in a critical success and rolling a 6 results in a critical failure.
GAIN NEW SPELLS
If your character already has at least one spell, you can spend two points of reputation to
gain new a spell.
During Downtime or before a mission you may change the spells you have prepared for
each slot.

Equipment
Weapons
Weapons exist to aid you in the process of fragging your foes. They are defined by their
Type, Damage Rating, and Properties.
WEAPON TYPE
Weapons come in two flavors, Ranged Weapons (RW) and Melee Weapons (MW). Ranged
Weapons allow you to attack targets at a distance. Melee Weapons allow you to attack
opponents who are within 1 inch.
DAMAGE RATING
All weapons are assigned a Damage Rating. This rating represents the amount of Health
an opponent loses when successfully attacked with the weapon.
PROPERTIES

Many weapons have keywords called properties which attach special rules to modify their
use. The effects of each property are listed on the following pages.
Weapon Profile Format
Name of Weapon (MW or RW, Damage Rating, Properties in alphabetical order) Cost: #G,
#D
Weapon Creation
Weapons are balanced against each other using a point-build system. All weapons must
have a total of 4 Build Points (BP). All weapons start with a base market cost of 4G.
Each point of Damage Rating adds one Build Point.
Beneficial properties add to the weapons total Build Points.
Disadvantageous properties subtract from the weapons total Build Points.
You can add as many properties as youd like, as long as the weapon totals out to 4 Build
Points.
Weapon Properties
BLINDING (+3 BP)
On a successful attack roll, your target gains the Blinded condition.
BRUTAL (+1 BP)
Attack Rolls with this weapon use Strength rather than Coordination. Can only be applied to
Ranged Weapons.
CHEAP (+1 BP)
Reduce the cost of this weapon by 2G.
CORROSIVE (+4 BP)
On a successful Attack Roll, you may Disable one piece of your targets equipment (your
choice).
EXPLOSIVE (+2 BP)
Successful attacks with this weapon affect everything within a 1 radius of the target. Can
only be applied to Ranged Weapons.
HAZARDOUS (-1 BP)
On an Attack Roll result of 6 you suffer 2 Hazard Damage.
HUGE (-1 BP)
This weapon takes up two equipment slots.
HUNGRY (-3 BP)
Each time you make an Attack Roll with this weapon you automatically ammo out. Can only
be applied to Ranged Weapons.
INACCURATE (-1 BP)
Attack Rolls made with this weapon are considered Difficult.
INCENDIARY (+4 BP)
On a successful Attack Roll, your target gains the Burning condition.

LIGHT (+1 BP)

If you are equipped with two Light weapons, you can attack with both simultaneously. Make
a single Attack Roll and apply the result to both weapons.
MOUNTED (-4 BP)
This weapon must be mounted on a vehicle or stationary turret to be used for attacks. Add
4G and 1R to its market cost.
PIERCING (+3 BP)
All damage inflicted by this weapon is considered Hazard Damage (it is not reduced by
armor).
PLATINUM (-1 BP)
Double this weapons cost in Green.
RARE (-2 BP)
Add 4G and 1R to this weapons cost. Cannot be combined with the Ultra Rare property.
SCOPED (+1 BP)
You can spend an action aiming to double this weapons Damage Rating for your next
Attack Roll. The Damage Rating can only be doubled in this way once. Can only be applied to
Ranged Weapons.
SHORT-RANGED (-1 BP)
This weapon has a maximum range of 12. Can only be applied to Ranged Weapons.
STURDY (+1 BP)
This weapon cannot be Disabled.
SWIFT (+1 BP)
Attack Rolls with this weapon use Coordination rather than Strength. Can only be applied to
Melee Weapons.
TOXIC (+2 BP)
On a successful Attack Roll, your target gains the Sick condition.
ULTRA RARE (-4 BP)
Add 8G and 2R to this weapons cost. Cannot be combined with the Rare property.
UNRELIABLE (-2 BP)
On an Attack Roll result of 6 this weapon is Disabled.

Armor
Armor is balanced by using a point-build system. All armor must have a total of 4 Build
Points (BP). All armor start with a base market cost of 4G.
Each point of armor rating adds 1 BP
Cheap (+1 BP)
Decreases total cost by 2 BP.
Light (+1 BP)
Increases speed by 4".
Sturdy (+1 BP)
Can't be disabled.

Data Cuff (+2 BP)

Adds a usable computer.
Cloaking Module (+2 BP)
Invisible to 2 turns.
Exo-Suit (+2 BP)
+1 to physical skill checks.
Nano-Weave (+2 BP)
Restores 1 HP every 2 turns.
Huge (-1 BP)
Decreases speed by 4".
Platinum (-1 BP)
Doubles cost in green.
Unreliable (-2 BP)
Disabled on a roll of 6.
Rare (-2 BP)
Adds 4G, 1R to cost.
Ultra Rare (-4 BP)
Adds 8G, 2R to cost.

Vehicle Creation
When creating a vehicle, first decide on its type: Land, Aquatic, Aerial or Space. Aerial
vehicles add an extra point of Reputation to their total cost. Space vehicles add two points
of Reputation to their total cost. Both Aerial and Space vehicles gain the Flying condition
while in flight.
Vehicle Armor is purchased 2 points at a time. Every 2 points of Armor adds 4G to the
vehicles cost. Vehicles can have a maximum of 6 Armor.
Vehicle Health is purchased 6 points at a time. Every 6 points of Health adds 4G to the
vehicles cost. Vehicles have no maximum Health, but we assume the more Health a vehicle
has, the larger it is.
Vehicles can carry any number of Mounted weapons. Just add the Green and Reputation
costs of the weapons to the vehicles total cost.
MODIFICATIONS
Once a vehicle has been brought into the game, it can be still be modified, but the
modifications are more expensive than if they were made during its initial creation.
Adding 2 Armor to an existing vehicle costs 8G.
Adding 6 Health to an existing vehicle costs 8G.

Advancement
Experience Points
Experience Point rewards are granted for the following achievements:
ROLE-PLAYING CHARACTER TRAITS
At the end of each session the GM will go around the table and ask you to make a case for
which of your character traits you incorporated into the portrayal of your character. Name
off the traits that you think you portrayed and any that otherwise got your character into
trouble. If the GM and the other players agree, you receive one experience point for each
character trait that was incorporated. Ideally, youll be honest and essentially award your
own points. If there is any doubt, the GM gets to decide whether or not points are earned.
CRITICAL SUCCESS
Each time you roll a Critical Success on a stat roll, you immediately gain one Experience
Point. You can only gain experience from a roll when something is actually at stake, so
spamming frivolous rolls doesn't do you any good.
BONUS POINTS The GM can offer 1 or 2 bonus Experience Points per session to encourage
various out-of-game contributions. For example, I usually give players 2 bonus Experience
Points for bringing snacks or drinks to share with the group.
The Experience Track
Every tenth Experience Point you earn grants you a point of Reputation. Youll use the
experience track on your character sheet to keep track of your experience rewards
throughout the game.
Each time you gain a point of experience, put a checkmark in one of the boxes, progressing
from left to right.
Eventually, youll reach the darkened Reputation segment of the track. When you do, put a
checkmark in the first empty Reputation box and then erase all of your experience checks
and start over at the beginning. If you had more points of experience than room on the
track, transfer the extra points to the beginning of the track.
Reputation
Reputation represents the influence, street credit, and good fortune that you gain by
completing missions. Its the primary currency that youll spend to improve your character
and affect change in the game world.

You can choose to save or spend Reputation however you choose, but you can never have
more than 5 points at one time. Any Reputation earned after this limit has been reached is
lost.
Reputation can be spent on a variety of beneficial effects. It can be spent to advance your
rank, cheat death, gain new spells, make headlines, purchase rare and ultra-rare
equipment, raise your stats, or teach/learn a skill.
ADVANCE YOUR RANK
You can spend 5 Reputation to advance your Rank from Recruit to Operative or Operative
to Hero. When you advance, your maximum Health immediately raises to the level specified
by your new Rank. To reflect this milestone, you also replace one of your character traits
with a new trait of your choice.
GAIN NEW SPELLS
If your character already has at least one spell, you can spend two points of reputation to
gain new a spell.
LEARN A SKILL
You can spend a point Reputation to replace one of your current skills with a new skill that
is not on your class skill list.
PURCHASE RARE GEAR
Equipment with the Rare or Ultra Rare properties requires Reputation points (in addition to
Green) to purchase. By spending Reputation to acquire an item, youre asserting your
characters luck for finding the uncommon item as well as his credibility in the Universe
(merchants don't sell the good stuff to just any old schmuck). When referring to the cost of
an item, Reputation is abbreviated as R. 2R means 2 Reputation."
RAISE YOUR STATS
Raising a stat rating costs a number of Reputation points equal to the new rating of the
stat. For example, to raise a stat from 2 to 3 costs three Reputation points. Raising a stat
from 4 to 5 costs five Reputation points. Reputation must be spent separately for each
stat increase. You cannot, for example, spend 5 Reputation to raise a stat rating from 3 to
5. Youd first have to spend four Reputation to go from 3 to 4 and then another five
Reputation to go from 4 to 5. Stats cannot be raised higher than 5.
RESPEC
You can spend a point of Reputation to make any number of changes to your characters
stats, skills, and character traits. You cannot modify your stat scores, but you can
rearrange them into a different order. You can switch out any skill for another skill that is

available to your class. You can replace any character trait with another trait of your
choice.

SECOND WIND
When youre Down, you can spend a point of Reputation to gain a Second Wind. Erase a
point of Reputation from your character sheet and restore your Health to its maximum
value.

Redlining
Long distance travel is difficult and dangerous. The players make Encounter Rolls any time
they travel a significant distance.
Make one Encounter Roll for each Zone the party travels in during the journey.
ARRIVAL
Once all Encounter Rolls have been resolved, the party arrives at its destination.
This is an abstract representation of travel, much like the red line sequences in the Indiana
Jones movies. The exact time that it takes for the party to complete its journey is not
usually important. If it becomes important, the GM is responsible for deciding how long it
takes.
URBAN TRAVEL
Cities are more densely occupied than wilderness areas. As a result, urban encounters are
more common and numerous. Cities are divided into districts. When traveling in a city, the
party must make an Encounter Roll for each district it travels in during the journey. The GM
is encouraged to sketch out rough, common sense district maps for cities in the game.

DOWNTIME
Your party can collectively decide to take downtime any time nothing else is going on.
Downtime represents an nonspecific period of time in which your party is laying low, staying
put, recouping, and working on various projects.
When your party takes downtime, each character can perform one of the following
downtime actions:
RECOVER
You spend your downtime resting and treating your wounds. You are restored to Maximum
Health.
SCAVENGE

You spend your downtime searching the immediate area for salvageable junk. Make an
Intelligence (Perception) roll. If successful, you gain one piece of Scrap or one dose of
Bio-Sludge (your choice).

VISIT THE MARKET

You spend your downtime finding and dealing with a merchant. Make an Intelligence
(Streetwise) roll. If successful, you find a merchant and can make any transactions youd
like. If you fail, youre unable to find a merchant at this time.
MISC. OTHER ACTIONS
Sometimes youll want to undertake other time-consuming projects during downtime (lets
camouflage this stolen APC using spray paint). The GM might decide that your
hair-brained scheme requires the use of your downtime acton. Go around the table and
have each player declare his or her downtime action and make any necessary rolls. Once
everyones acted, its time for the Encounter Roll.
Downtime Encounters
Downtime is not without its risks. After everyone in the party has taken their downtime
actions, someone must make an Encounter Roll. The longer your party sits around in one
spot, the more likely trouble will come and find them. If your party takes Downtime at its
own HQ (or a similar safe house location), roll two dice on the Encounter Roll and take the
lower result.

Special Thanks to:

"The Red Moon Medicine Show"
For allowing us to base our works off of their
"Unity Underground"