Mystery Men!

Mystery Men!
A ROLE PLAYING GAME BY JOHN M. STATER

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Mystery Men!
Role Playing Game
Copyright 2011 John M. Stater

Written and edited by John M. Stater
Original illustrations are Copyright 2011 by Joel Carroll and used by permission
All other images are believed to be in the public domain
Playtested by Jayk “Anti‐Spidey” Stuart, Danny “M Knight” Roberts, Crystal “Random” Franklin, Angelina “Emma
Entropy” Greenwood DeGraw, Luke “Nightmare” DeGraw and Jessica “Emma Entropy” Gagich
Special thanks to all the creative comic book writers and artists – known and unknown – for their part in creating
a modern mythology that has entertained and inspired millions!
Fonts from Blambot (www.blambot.com)
Extra special thanks to the Project patrons!
Silver Age Patrons
Trey Causey and Jonathan Davis
Golden Age Patrons
Tim Knight, Donald Wheeler, Tom Feeney, Mike Davison, Sean Wills, Lou Goncey, Scott Morrison, Matthew
Schmeer, Andrew Kane, DocGrognard, Johnny Splendor and Brian Blakley
CONTENTS
I. The Basics [1]
What is a role playing game?
II. A Hero Is Born! [4]

Creating a character for the game
III. Super Powers! [11]

Those things that make your hero super
IV. Adventures! [27]

How to play the game
V. Fiendish FoeS! [34]

A collection of monsters and minions to battle the heroes
VI. Shore City! [47]

A sample setting for your games
VII. All Fall Down! [62]

A sample scenario for you to play
THE BASICS
What is a Role-playing game?
A role‐playing game is a game in which referee. If the players play well, use sound
players act out imaginary scenarios using strategy and tactics and get lucky now and
imaginary characters, letting the roll of again, they might be able to stop the
the dice determine whether or not their villain’s plot.
actions are successful. A role‐playing
game differs from more traditional games On the other hand, if the players do not
in that a game need not end with a single play well, their strategy and tactics are
winner and several losers. Players are weak and their puzzle solving is lacking,
intended to work with one another to there is every chance that the villain will be
triumph over challenges. triumphant. In a story, the good guys win if
the writer wants the good guys to win. In a
In Mystery Men! one player takes the role game, nothing is certain.
of the referee, or Mastermind, while the
other players take the roles of heroes While it is always depressing to lose a
attempting to thwart villainous schemes character, especially one you have played
and save the day. through several adventurers, it is not the
end of the world. Roll up a new character
Game vs. Story and get back in the game – avenge the
fallen hero and do your best to give the villain what
Before we go any further, it is important to discuss for! The villain might have won the first round, but
the difference between reading a comic book and the fight is not over until you give up. This is the
playing a roleplaying game based on comic books. essence of Mystery Men! and all roleplaying games.
In comic books, a writer pits a hero or group of The Mastermind’s Role

heroes against a villain or group of villains, usually
with the intention of the hero or heroes triumphing 1) The Mastermind is the player’s eyes and ears in the
over the villains. While set‐backs and close calls often imaginary world they inhabit, and must describe
beset a comic book hero, it is quite rare for a story to everything with which the heroes interact.
end with the hero dead and the villains triumphant
unless the hero is going to be revealed in the next 2) The Mastermind has to control every person and
issue to have actually survived, thus making the creature in the game aside from the heroes.
villain’s triumph only temporary. 3) The Mastermind has to run and sometimes create
Games, however, do not work that way. In a role‐ the scenarios that make up the action of the game.
playing game, the players play the role of heroes That means creating or understanding the villain’s
attempting to vanquish a villain controlled by the plot, the timeline of the plot, the different clues and
1
locations involved in the plot and, most importantly, while 3d6 indicates that you should roll three six‐
dealing with the curve balls a bunch of creative sided dice, adding the numbers together. If a number
players throw without becoming flustered. is followed by a “+” or “‐“ and a number, it means
you should add or subtract that number to the total
4) If the scenarios are part of an interlocking of the dice. Thus, 2d6+1 means roll two six‐sided dice
campaign of adventures, the Mastermind must create and add “1” to the total.
the setting in which these adventures take place. This
might mean drawing a city map and placing
interesting locations and characters in that city, or
maybe inventing an entire imaginary world.
5) Finally, the Mastermind is responsible for Six‐sided dice (d6) are used to determine a hero’s
understanding and interpreting the rules of the game. starting ability scores and to determine how much
The Mastermind has the last word on any dispute damage heroes and villains take when they are struck
over the rules, and must do their best to keep the in combat. Players playing scientist characters use the
game running smoothly and fairly. d6 to determine their hit points.
The Players’ Role

Players are responsible for playing their heroes. They
should have a thorough understanding of the rules
and should come to the game intending to play nicely The next most common dice used in the game is the
with others – i.e. not to argue, dominate play or twenty‐sided dice (d20). The d20 is used to roll
spend time distracting or annoying the other players. attacks and avoid falling into death traps.
Materials Needed to Play

• A copy of the rules
• A set of dice (more on that below)
• Pieces of paper The pyramidal four‐sided dice (d4) is sometimes used
to determine damage from attacks and is used by
• Pencils with good erasers
sorcerer characters to determine their hit points.
The Dice
Mystery Men! uses a number of uncommon dice
during play, described below. A set of these dice can
be purchased at most game stores or via the internet.
The diamond‐shaped eight‐side dice (d8) is used by
When the rules call on you to roll a dice, it is written the players of adventurer characters to determine
as a number followed by a “d” and then another their hit points and is sometimes used to roll damage.
number. The first number indicates how many dice
are to be rolled and added up. The second number
indicates the number of sides on the dice. Thus, 1d6
would indicate that you should roll one six‐sided dice,
2
The ten‐sided dice (d10) has two uses in the game.
One D10 can roll ranges from 1 to 10. It is sometimes
to roll damage.
Two ten‐sided dice are used to roll a range from 1 to

100 by rolling one dice for the tens digit (counting a
“0” as a “10”) and the other dice for the one’s digit
(counting a “0” as a “0”). When one must roll ten‐
sided dice to determine a number from 1 to 100, we
refer to them as D%.
The twelve‐sided dice (d12) is probably the least

utilized dice in the game. When the d12 shows up, it
is usually to roll damage.
MISS VICTORY (Level 5 Adventurer)

First Appearance: Captain Fearless #1 (1941), created by Charles Quinlan
Stenographer Joan Wayne works in a government office and grows sick of the rampant corruption she is faced with each day.
Inspired by other mystery men, she puts on a costume and goes to work cleaning up Washington D.C. The source of her amazing
powers is unknown.
STR 10 | DEX 8 | CON 8 | INT 4 | WIS 4 | CHA 3 | HP 35 | DC 18 | ATK +4 | SPD 2
Powers: Fly, Invulnerability II, Strike True, Super Constitution +5, Super Dexterity +5, Super Strength +8
Flaw: None
3
A HERO IS BORN !
Character creation in Mystery Men!
The first step to playing a game of Mystery Men! is to Experience Points: Experience Points, abbreviated
create your character – a fictional comic book hero “XP”, measure a hero’s progress in their career. You
through which you will experience the game. Your begin the game with a number of XP (determined by
character might be a dark avenger, skulking through the Mastermind) to spend on powers. What XP are
the alleys of the city hunting down criminals who left determine your hero’s level. Experience points
prey on the innocent, or a nigh‐invulnerable are gained for defeating villains in the course of the
superman fighting off an alien invasion, depending on game, and can either be spent to improve or acquire
your personal vision and the roll of the dice. new powers or to increase your level.
The first step to building your character is to get or Level: Your level represents your skill as a hero. As
make a character sheet. An example character sheet your level increases, you gain more hit points, a
is included in the back of this book. The elements of a higher bonus to make attacks and a higher bonus to
Mystery Men! character sheet are as follows: perform amazing feats. Levels go from 1 to 30.
Name: This is your heroic identity, like Black Fury, Attack Bonus: This is the bonus you add to dice rolls
Miss Victory or Captain Triumph. when your hero is attempting to hit something in
combat. A character’s attack bonus is determined by
Secret Identity: This is your hero’s real name, which their class and level (see below).
may or may not actually be a secret.
Hit Points: Hit points are an abstract measure of how
Background: This is your hero’s occupation, if any, long you can fight before falling unconscious. They
outside of being a hero. You have wide latitude in represent one’s ability to take physical punishment,
choosing your hero’s occupation, and it does have stamina, fighting ability and luck.
some bearing on what your character can do in the
game and on how much money they begin with. Defense Class: Your hero’s Defense Class (DC) is a
measure of how hard it is to hurt them. A hero’s DC is
Class: Your hero’s class can be Adventurer, Scientist increased by his dexterity bonus and by having
or Sorcerer. Each class has a different way of handling natural armor or wearing protective armor.
how Experience Points are spent on powers.
Speed: Speed is a semi‐abstract measure of how fast
Ability Scores: Characters in Mystery Men! have six a hero is. Because speeds in a superhero game have
scores to measure their raw ability in six areas: to range from normal people to light speed, speed is
Strength, Intelligence, Will, Dexterity, Constitution abstracted into 10 levels. Speed influences when and
and Charisma. These scores range from 1 to 30 and how often your hero attacks in a fight.
carry with them bonuses or penalties that affect your
hero’s ability to fight and perform amazing feats.
4
Equipment: Equipment ranges from the mundane, Adventurer
like swords and guns, to super scientific gadgets
infused with powers. Adventurers are two‐fisted heroes who slug it out
with their enemies. An adventurer might have super
Powers: One might argue that it is super powers that powers, or they might rely on a pistol and a good
really make a comic book hero heroic. You’ll want right hook. They are the typical comic book hero.
room to list your hero’s powers and any flaws or
limitations to those powers. Adventurers buy their powers and equipment at
character creation in the normal way, spending XP to
Power Levels gain powers. Adventurers roll 1d8 to determine their
accrued hit points at each level.
To help Masterminds and players judge the relative
power levels in a game of Mystery Men!, you can use Scientist
these five power levels. The power levels apply to
Scientists can buy powers like an adventurer, but may
both character level and ability scores:
also put XP into a Science Pool. Those XP can be
Normal refers to the range of ability and skill of spent at the beginning of each scenario to build
normal human beings in the real world. Cosmic levels inventions to be used during that scenario. This gives
of skill and power would be associated with gods and the scientist a bit more flexibility than the
goddesses – the ability to move mountains and adventurer, who has a static selection of powers
destroy entire cities and worlds. and/or equipment.
Power Level Level/Score Starting XP A scientist can describe her inventions however she
Normal 1-6 10,000 wishes. They do not count as equipment invested
Heroic 7-12 25,000
Superhuman 13-18 50,000 with powers (see below), and so the powers involved
Epic 19-24 100,000 are not purchased at half the normal price.
Cosmic 25-30 200,000
Scientists receive a +2 bonus on feat rolls to resist
mechanical and scientific effects. Scientists roll 1d6 to
Choose Identity & Background determine their accrued hit points.
Choose a background (i.e. occupation) for your Sorcerer

character and a secret identity (unless your hero
operates openly). Typical backgrounds of comic book Sorcerers are heroes that cast magic spells. While
heroes include private eye, district attorney, sorcerers can purchase powers as an adventurer
millionaire playboy, ace reporter, test pilot, reformed does, they can also put their XP into a Sorcery Pool in
criminal, scientist or even android. Whenever you are much the same way a scientist puts XP into a Science
attempting a feat (see below) associated with that Pool.
background you add +2 to your dice roll.
XP in a Sorcery Pool can be spent ad hoc on powers
during a scenario. These powers are called “magic
Choose a Class
spells” and are always treated as “one off” powers.
There are three classes of heroes one can play in The ability to cast magic spells gives sorcerers more
Mystery Men!, Adventurer, Sorcerer or Scientist. flexibility than adventurers and scientists.
5
Sorcerers receive a +2 bonus on feat Character Level Advancement
rolls to resist spells and magical effects.
Sorcerers roll 1d4 per level to Scientist Sorcerer
Adventurer
determine their accrued hit points. Attack Attack
Level XP Attack Bonus Bonus Bonus
Roll Ability Scores 1

2
0
1,000
+1
+2
+0
+1
+0
+0
3 2,000 +3 +2 +1
Characters in Mystery Men! are
4 3,000 +3 +2 +1
measured with three physical ability 5 4,000 +4 +3 +2
scores: Strength, Dexterity and 6 6,000 +5 +3 +2
Constitution; and three mental ability 7 8,000 +6 +4 +3
8 10,000 +6 +4 +3
scores: Intelligence, Will and Charisma.
9 12,000 +7 +5 +4
10 15,000 +8 +5 +4
Ability scores range from 1 to 30. A
11 18,000 +9 +6 +5
range of 1 to 6 measures the normal 12 21,000 +9 +6 +5
range of human ability. Scores beyond 13 24,000 +10 +7 +6
6 represent super‐human ability. 14 28,000 +11 +7 +6
15 32,000 +12 +8 +7
To determine your starting ability 16 36,000 +12 +8 +7
scores, roll 1d6 six times and assign 17 40,000 +13 +9 +8
18 45,000 +14 +9 +8
each roll to one ability score. You can
19 50,000 +15 +10 +9
further enhance your ability scores by 20 55,000 +15 +10 +9
acquiring the “Super Ability” power. 21 60,000 +16 +11 +10
22 66,000 +17 +11 +10
The table on the next page shows the 23 72,000 +18 +12 +11
bonuses assigned to different ability 24 78,000 +18 +12 +11
scores. You should note these bonuses 25 84,000 +19 +13 +12
26 91,000 +20 +13 +12
on your character sheet. It also shows
27 98,000 +21 +14 +13
the maximum load a character can lift 28 105,000 +21 +14 +13
based on their strength score. 29 112,000 +22 +15 +14
30 120,000 +23 +15 +14
Strength: Strength measures your
muscular power. It comes in handy for
two‐fisted slugfests, bending bars and leaping over dodging blows. When you try to strike someone in
buildings. When you try to strike someone in combat combat with a ranged weapon, you add your
with a hand weapon or fist, you add your strength dexterity bonus to the attack roll. If your attack
bonus to the attack roll. If your attack succeeds, you succeeds, you add your dexterity bonus to the
add your strength bonus to the damage you inflict. damage you inflict. If you are attempting to dodge
When you attempt heroic leaps or to bend bars you bullets or pick a lock, you must roll a feat of dexterity.
must roll a feat of strength.
Constitution: Constitution measures endurance. High
Dexterity: Dexterity measures hand‐eye coordination constitution makes you more resilient in combat and
and reflexes. Dexterous characters are better at is also used to ward off pain and fatigue. Each time
throwing and catching, firing bows and guns and you roll for hit points (more on those later), you add
6
Ability hero’s level. The more XP heroes have to spend, the
Ability Score Modifier Max.Load more powerful they are at the start of the game.
1-3 +0 100 lb
4-6 +1 300 lb
7-9
10-12
+2
+3
700 lb
1 ton
Determine Character Level
13-15 +4 2 tons
16-18 +5 4 tons After you have spent XP on powers, record your
19-21 +6 10 tons
22-24 +7 20 tons remaining XP on your character sheet. Now, looking
25-27 +8 50 tons
28-29 +9 75 tons
at the advancement chart for your class (see above),
30 +10 100 tons see at what level your current number of XP puts you.
Record this level on your character sheet.
your constitution bonus to the roll. If you are
attempting to run a marathon or hold your breath, Determine Attack Bonus
you must roll a feat of constitution.
Now that you know your level, you can use the
Intelligence: Intelligence measures a character's book advancement table above to find your attack bonus.
learning. If you're trying to figure out the antidote to
the evil mastermind's zombie potion or find a clue or Roll Hit Points (HP)
secret door, intelligence will come in handy. If you
At each level, your hero rolls a dice to determine how
are attempting to solve a puzzle or understand a
many hit points they gain, adding them to their total.
language, you must roll a feat of intelligence.
Adventurers roll a d8 for hit points, scientists a d6
Will: Will measures your character's ability to resist and sorcerers a d4.
mental domination and temptation – it is a
Calculate Defense Class (DC)
character’s common sense, awareness and strength
of character. If you are trying to resist the evil A hero's Defense Class (DC) determines how likely
mastermind’s mind control ray, you use a feat of Will. they are to suffer damage in combat. Defense Class
begins at 10 and is increased by a character's
Charisma: Charisma measures popularity and one’s
Dexterity bonus. DC can also be increased by wearing
ability to manipulate others. While one's physical
armor or using a shield (see Equipment below).
appearance has an effect on charisma, it also involves
personality, verbal skills and wealth. A high charisma
Determine Speed
ensures many contacts that can help your hero in his
war on crime! If you are attempting to persuade the Speed is measured on a scale from 1 to 10, with 1
police not to arrest you or obtain an automobile, you representing an elderly or very young human being
must roll a feat of charisma. and 10 representing the speed of light. Normal
human beings have a speed of 2, which can be
Spend Experience Points (XP) modified by buying the Super Speed power (see
Powers below). Speed, and its effect on the game, is
You begin the game with a set number of Experience
covered in more detail later in the rules.
Points (XP) determined by the Mastermind. Each hero
in a game should begin with the same number of XP.
Obtain Equipment
XP are spent by the player to purchase powers. Any
In Mystery Men! a player does not track how much
XP not spent are counted towards determining the
money their hero has. Rather, characters obtain
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items by making feats of charisma. A feat of charisma Light Armor: Made of leather, plastic or plant‐fibers,
can represent spending money, calling in a favor or and includes light‐weight bulletproof vests.
even conning the item’s owner out of it.
Medium Armor: Made of flexible metal mesh, hi‐
A feat is made by rolling 1d20 and attempting to roll a grade ceramics and modern laminates; includes
10 or higher. The dice roll is modified by subtracting medieval mail armor and flak jackets.
the item’s challenge level (CL) from your character’s
charisma score and adding this to your roll. Thus, if Heavy Armor: Made of rigid metal and includes plate
your charisma is higher than the CL of the item, you armor, whether medieval or hi‐tech in appearance.
add the difference to the dice roll. If your charisma is Weapons
lower than the CL of the item, you subtract the
difference from the dice roll. Weapon Damage Range CL
Handgun 2d6 40' 3
At the beginning of the game, players can spend XP Shotgun* 2d6 30' 3
to obtain the equipment they desire. The XP cost of Rifle 3d6 100' 6
equipment depends on its challenge level.
Sub-Machine Gun** 3d6 40' 6
CL Equipment Cost (XP) Machine Gun** 3d8 100' 6
1 300 Heavy Machine Gun** 3d12 100' 9
3 600 Rocket Launcher 6d6 150' 9
6 1,800
9 3,600 Flame Thrower* 3d6 10' 3
12 6,000 Compound Bow 2d6 40' 3
15 9,000 Crossbow 2d6 40' 3
18 13,500
21 18,000 Throwing Knife 1d6 10' 1
24 22,500 Javelin/Dart 1d6+1 30' 1
27 30,000 Whip 1d6 15' 1
30 45,000
Grenade 3d6 20' *** 1
Dynamite (1 lb) 2d6 10' *** 1
Equipment Acid 1d6 5' *** 1
Molotov Cocktail 1d6 5' *** 1
While some crime fighters rely entirely on their super Brass Knuckles 1d8 - 1
powers, others employ an array of gadgets and Hand Weapon 1d10 - 3
devices to fight crime. In the previous sections, we Two-Handed Weapon 1d12 - 6
discussed the fact that powers can be invested in
equipment ‐ i.e. jet boots can be a pair of metal boots
* This weapon fires in a cone with a base equal to its
invested with the fly power. maximum range (4 x range). An attack roll has to be
made against each target within the cone, with no
penalties for attacking multiple targets. Targets
Armor within the first range increment suffer normal
damage, and damage is reduced by one dice for each
Armor DC Bonus CL additional range increment to a minimum of 1 point of
Shield +1 3 damage.
Light Armor +2 3
Medium Armor +4 6 ** This weapon can be use to attack multiple targets,
one per dice of damage. Each attack roll must be
Heavy Armor +6 9 made separately, and the normal penalty for
attacking multiple targets applies.
8
*** This is the radius of the blast or splash. The
throwing range increment is 10 feet.
Vehicles
Vehicle Speed Level DC CL

Airplane, Jet 7 11 6 27
Airplane, Prop 6 7 6 24
Helicopter 5 7 6 24
Helicopter, Military 5 12 6 24
Car - Compact 5 7 8 15
Car - Sedan 5 8 8 18
Car - Sports Coupe 5 8 8 18
Truck - SUV 4 9 8 18
Truck - Pickup 4 9 8 18
Truck - Armored 4 9 10 18
Van 4 8 8 18 Property
ATV 4 5 9 12 Property CL
Limousine 4 9 6 18 Apartment (Monthly Rent) 3
Truck, Moving 4 11 6 18 Apartment – Penthouse (Monthly Rent) 15
Bus - City 4 12 6 21 Condo 18
House – Small 21
Motorcycle - 5 4 10 15
Racing House – Large 24
Mansion 27
Motorcycle - 5 5 9 15
Street Office Building (Monthly Rent) 9
Office Building – Penthouse (Monthly Rent) 21
Motorcycle - Dirt 5 4 10 12
Boat - Runabout 4 7 8 24
A building (i.e. a headquarters) can be invested with
Boat – Cabin 4 10 6 27
Cruiser powers just like any other piece of equipment. A
APC 4 13 15 24
group of heroes sharing a headquarters can pool their
XP into investing it with powers.
Tank 4 16 20 27
Henchmen & Sidekicks

Vehicles are treated in much the same way as heroes,
villains and monsters. Use the vehicle’s level to roll its Henchmen are men and women who work for a hero
hit points (using d6, as with monsters). Vehicle or villain for money. Henchmen never have more
attacks are made using the level of the person than 1 level and are most often employed by villains.
controlling the vehicle, not the vehicle’s level. A Heroes employ henchmen by making a feat of
vehicle used as a weapon (either by driving it or charisma once per month to pay their salary.
throwing it at a target) deals 1d6 damage per vehicle Type of Henchman CL
level in damage (i.e. a compact car used as a weapon Unskilled Labor (including thugs) 6
deals 7d6 damage). Skilled (including trained warriors) 12
Elite (including assassins, detectives) 18
9
Sidekicks are built like heroes, but may not have
more than half the level of their patron. Sidekicks
have to be supported (room, board, allowance), but
they are not paid a salary. A sidekick generally has the
same desire to fight or commit crime as their patron.
While a villain's sidekick assists their patron for a cut
of the loot, a hero's sidekick usually assists her patron
because she has the same desire to see justice done.
A hero can obtain a sidekick by investing their own XP
into creating a secondary character.
CAPTAIN TRIUMPH (Level 9 Adventurer)

First Appearance: Crack Comics #27 (1943), created by Alfred Andriola
Lance Gallant witnesses his twin Michael’s death at the hands of Nazi saboteurs. He declares his desire to have vengeance and is
heard by the Fates, who return Michael to Earth as a ghost. When Lance touches the “T” shaped birthmark on his arm, he merges
with Michael’s ghost and becomes Captain Triumph.
Powers: Fly, Invisibility, Invulnerability II, Super Constitution +6, Super Dexterity +5, Super Speed +2, Super Strength +10
Flaw: Ordinary human until he touches the birthmark on his arm to transform into Captain Triumph
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SUPER POWERS !
What’s a super hero without super powers?
Powers are purchased with Experience Points during powers is more difficult to destroy than a normal
character creation. Experience Points are also used to object. The object has a Defense Class based on its
determine how accomplished you are as a hero, so material, and rolls a number of d6 for hit points equal
the more powers you buy at character creation, the to 1 + 1 per 5,000 XP of powers invested in it.
less experience your hero begins with.
Material DC
Powers are assumed to be in effect all of the time or Cloth/Paper 10
available to be used at any time. You can, however, Wood 12
Stone 14
cut the cost of purchasing a power in half by
Metal 16
attaching a flaw to it. Potential flaws include: Adamantine* 20
• Power can be used only once per day

For example, a jetpack made of steel and invested
• Power’s duration is 10 minutes with the Fly power (costs 6,000 XP) would have a
Defense Class of 16 and 2d6 hit points.
• Power is invested in an object (see below)
Adamantine is a fictional metal supposedly much
• Power does not work on objects of a particular stronger than steel. You can have a piece of
material (wood, for example) or color equipment made out of adamantine by increasing the
• Power is negated when hero is exposed to a equipment’s purchase CL by 10.
particular material or in particular situations
Powers in the Game
Working with your Mastermind, you might come up
The source of a power is up to the player, and while it
with different flaws – be creative. The key thing is
may have an impact on the game in terms of the
that the flaws have a real impact on play.
twists the Mastermind throws at you, it has no effect
Objects with Powers on how the power works mechanically in play. Thus, a
hero's ability to throw energy bolts can come from a
While most powers are internal to the hero, some scientific accident, the fact that he is the second
heroes invest their powers in objects, be they cousin of Zeus, or they can be a mutation from
scientific (a jet pack or powered armor) or magical (a radiation exposure ‐ the energy bolt power works the
mystic sword or ring) in nature. Powers invested in an same no matter how it is described.
object cost half as much as normal powers, because
the hero can be deprived of those powers by being In the same vein, the way the power works or
deprived of the object. An object invested with appears is up to the player. The power called Shield
can be described as a mystical disc of force conjured
11
by a sorcerer or a floating force field powered by
technology. As long as the effect remains the same,
the power can be described in any way you like.
Maximum Damage
Many powers that inflict damage do a number of dice
of damage (whether d4, d6, d8, etc) per level. The
maximum number of damage dice rolled for any
power, however, is 10 (i.e. 10d4, 10d6, 10d8, etc),
regardless of the power user’s level.
Resisting Powers
Any time a power would affect another creature, that
creature can attempt a feat to either negate the
effect or ignore half of the damage. Feats to ignore a
power are modified by the character’s level or a
relevant ability score, whichever is higher.
FANTOME (Adventurer level 11)

First Appearance: Police Comics #1 (1941) by Arthur Peddy
Sandra Knight is the glamorous daughter of Senator Henry Knight by day and the crime fighter Fantome at night, using her
Blacklight Ray to foil villainy in our nation’s capital and back at home in Shore City.
STR 3 | DEX 5 | CON 3 | INT 10 | WIS 4 | CHA 14 | HP 55 | DC 11 | SPD 2
Powers: Super Charisma +8, Super Intelligence +4
Gear: Blacklight Ray (Darkness, Invisibility; DC 16, 16 hp)
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ATTACK POWERS
Power Cost (XP) Description
Acid Fog 25,000 As Solid Fog but also inflicts 2d6 points of damage per round.
Black Tentacles 10,000 A field of rubbery black tentacles emerges from the ground, each 10 feet long. The field
covers a 20 ft radius. Tentacles attack as level 8 monsters and inflict 2d6 points of damage.
They last for 1 round per level.
Blight 15,000 You deal 1d6 points of damage per level to a plant creature, or simply wither a normal plant
with your touch.
Chilling Touch 1,000 Your touch deals 1d6 points of hit point damage and 1d4 points of strength damage.
Cloudkill 15,000 As fog cloud, except poisonous green vapor. Creatures of level 4 or lower are killed by the
poison fumes without a feat roll to resist. Higher level creatures can make a feat roll to resist
death.
Color Spray 1,000 A 15-ft cone of rainbow lights does the following: Level 1 and 2 creatures are knocked
unconscious for 1 round. When they regain consciousness, they are blinded and stunned for
1d6 rounds. Level 3 and 4 creatures are blinded and stunned for 1d3 rounds. Level 5 or
higher creatures are stunned for 1 round.
Confusion 10,000 All creatures within 15 feet are struck with confusion. To determine their actions for the
duration (1 round per level), roll d%: 0-10 they attack you; 11-20 they act normally; 21-50
they do nothing but babble; 51-70 they flee at top speed; 71-100 they attack the nearest
creature.
Contagion 10,000 The stricken victim is sickened and suffers 1d4 points of damage to one ability score (chosen
by you) each day until they succeed on two successive daily feats of constitution. If an ability
score is reduced to 0, the creature dies.
Curse 10,000 A creature you touch suffers either a -6 penalty to one ability score or a -4 penalty on attacks
and feats, your choice. The curse lasts until removed with the Remove Curse power or Break
Enchantment power.
Daze 3,000 A creature designated by you of level 6 or lower loses its next turn.
Death Zone 25,000 You kill your level x 2 in levels of creatures within a 30 feet radius of you. Lowest level
creatures are affected first, and creatures of level 9 or higher are unaffected.
Despair 10,000 You create despair in a person within 30 ft of you; they suffer a -2 penalty on attacks, feats
and damage.
Disintegrate 25,000 You fire a ray (100-ft range) at a single creature, ignoring any armor bonus to DC. If you hit,
they suffer 2d6 points of damage per level, and if reduced to 0 hit points are disintegrated.
This power can affect creatures and objects composed of force.
Disjunction 50,000 All powers within 30 feet of you are suppressed for 1d4 rounds.
Dismissal 15,000 A creature from another dimension or plane of existence that you touch is forced to return
there.
Eyebite 25,000 One creature within 30 feet suffers as follows: Level 4 or lower creatures are comatose for 1
round and then are panicked and sickened for 1d4 rounds. Level 5 to 9 creatures are
panicked and sickened for 1d4 rounds. Level 10 or higher creatures are sickened for 1d4
rounds.
Fear 10,000 Creatures within 30 ft flee for 1 round per level at top speed.
Feeblemind 15,000 You drop a subject’s *(within 100 feet) intelligence and charisma to 0. The victim cannot
make intelligence or charisma feats, use powers, understand language or communicate
coherently. Lasts until victim receives a Heal or Miracle power.
13
Finger of Death 30,000 You point at one creature and command it to “DIE!”. If a feat of will is failed, it dies.
Otherwise, it suffers 3d6 points of damage + 1 point per level.
Force Cage 30,000 You create a prison cell of force 10 ft x 10 ft x 10 ft in size for 1 round per level.
Force Hand 40,000 You create a hand out of force that can provide a +4 bonus to DC or bull rushes as a level 14
monster or grapples as a level 10 monster or strikes as a monster with your level that dealing
2d6 points of damage plus your intelligence bonus.
Force Missile 500 You fire a missile of force up to 150 feet away. If the missile hits, it deals 1d6 points of
damage.
Force Sword 30,000 You create a blade of pure force that appears before you and attacks as monster of your
level. The sword deals 4d6 points of damage and can affect ethereal and incorporeal
creatures. The sword lasts for 1 round per level.
Frighten 1,000 One creature of level 5 or lower within 30 feet flees from you for 10 rounds.
Ghoulish Touch 2,000 With a successful touch, your victim is paralyzed for 2d4 rounds.
Grease 1,000 An area 10 ft in radius or an object within 50 ft becomes slippery, causing creatures to either
slip and fall or lose their grip and drop the item. Lasts for 10 rounds.
Hideous Laughter 3,000 You force a person to laugh uncontrollably, falling prone with gales of laughter, for 2d4
rounds.
Hold Person 15,000 You paralyze a creature (30 ft range) for 1 round per level.
Hypnotic Pattern 3,000 You put a number of levels of creatures equal to 2d4 + your level into a trance, per the
Hypnotism power.
Hypnotism 1,000 You put 1d6+1 levels of creatures into a hypnotic trance for 1d6+1 rounds.
Imprisonment 50,000 You trap one creature that you touch in suspended animation far beneath the surface of the
earth. Only the Freedom power can save the person, and only if used at the exact spot of the
imprisonment.
Inflict Pain 6,000 You cause intense pain in a person, who suffers a -4 penalty to their attacks and feats for 1
round per level.
Inflict Wounds 6,000 You touch deals 3d8 points of damage to a living creature.
Insanity 30,000 As Confusion but permanent. It can be removed with Heal or a Miracle.
Iron Grip 1,000 You have a +2 bonus to hit and damage on grapple attacks.
Magic Jar 20,000 You can use a gemstone or large crystal to trap another person's soul. You must first place
your own soul into the object and can then switch places with a person who comes within 30
feet of the object. While in another person's body, you retain your mental ability scores,
attack bonus and level and mental powers and the other person's physical ability scores and
physical powers.
Phantasmal Killer 10,000 You create a terrifying illusion in the mind of another person. The person can make a feat of
intelligence to realize it is an illusion. Otherwise, the image can attempt to touch the victim
(using your attack roll). If successful, the victim must make another feat of intelligence or die
of fright. Even with a successful feat, the victim suffers 3d6 points of damage.
Poison 10,000 Your poisonous touch causes 1d10 points of damage per round until neutralized or until a
successful feat of constitution is made.
Potent Attack 1,000 Your fists or your weapon (power must be invested) gains a +1 bonus to hit and damage and
can affect ethereal or incorporeal creatures.
Power Leech 15,000 Your touch steals one power from a victim. The power stays with you for 1 round per level,
at which point it returns to its original owner.
14
Rage 6,000 For 1 round per level you increase your strength and constitution by +2, gain a +1 bonus on
feats of will and suffer a -2 penalty to DC.
Rainbow Pattern 40,000 You create an aura of colored lights in a 30-foot radius. Creatures in this area with 6 levels or
less are knocked unconscious for 1d4 rounds, then stunned for 1d4 rounds and then
Confused for 1d4 rounds. Creatures with 7 to 12 levels are stunned and then Confused, and
creatures with 13 or more levels are only Confused for 1d4 rounds.
Ray of Enfeeblement 1,000 A ray (30 foot range, must make ranged attack) reduces its target's strength by 1d10 points
for 1 round per level.
Ray of Exhaustion 6,000 A ray (30 foot range, must make ranged attack) causes exhaustion for 1 round per level.
Scare 3,000 All creatures of 5 levels or less must make a feat of will or flee from you for 1 turn.
Shatter 3,000 You shatter glass and crystal objects and creatures within 5 feet if under 1 pound in weight
or a single object of 10 pounds per level. Against a crystalline creature, it deals 1d6 points of
damage per level.
Shout 10,000 You deafen all creatures (for 2d6 rounds) within a cone 30 feet long and 30 feet wide at the
base and inflict 5d6 points of damage to brittle or crystalline objects or creatures.
Siphon Strength 6,000 Each hit you score deals 1 point of strength damage to a victim and increases your strength
by 1 for 1 round per level.
Sleep 1,000 You put 1d4+4 levels of creatures within sight of you. The duration is 1d6 rounds plus 1
round per level.
Spectral Hand 3,000 You create a disembodied hand that can deliver touch attacks (per Ghoulish Touch) against
opponents within 100 feet. The power user loses 1d6 hit points while the hand is active. The
hand is incorporeal and has as many hit points as the power user lost and a DC of 10 + the
power user's intelligence bonus.
Stinking Cloud 6,000 As Fog Cloud, but people inside the cloud are sickened.
Stomp 1,000 Your stomp creates a shock wave that knocks people within 30 feet prone and inflicts 1d6 +
strength bonus points of damage.
Strike Blind 3,000 One target within 100 feet is struck blind.
Strike Deaf 3,000 One target within 100 feet is struck deaf.
Strike True 1,000 You gain a +20 bonus to hit on one attack per day.
Temporal Stasis 40,000 You place a touched creature into permanent suspended animation. This power can only be
reversed by the Negate Power power.
Touch of Idiocy 3,000 The subject of your touch suffers 1d6 points of intelligence, wisdom and charisma damage
for 10 rounds per level. Scores cannot be reduced below 1.
Trap the Soul 40,000 You trap a victim's soul inside a gem worth at least $100,000. The gem can only hold one soul
at a time and the soul is released if it is broken.
Vampiric Touch 6,000 Your touch inflicts 1d4 points of damage per level, with you gaining those hit points for 1
hour.
Waves of Exhaustion 15,000 You send out waves of exhaustion in a cone-shaped burst 30 feet long and 30 feet wide at
the base.
Weapon Master 1,000 With a single weapon, chosen by you, you enjoy a +2 bonus to attack and damage and on
feats made with that weapon.
Web 3,000 You fill a 30-foot radius area with spider webs. The webs have a range of 100 feet and last for
1 round per level. Creatures must make a feat of dexterity to avoid being stuck in the web.
Entangled creatures cannot move until they roll a successful strength feat.
15
DEFENSE POWERS
Blink 6,000 You wink in and out of reality for one round per level. Attacks against you, physical and from
powers, fail 50% of the time. You take half damage from falling and can step through objects,
with a 50% chance per 5 feet that you materialize inside the object and are killed.
Blur 3,000 Your outline wavers for one round per level. Opponents suffer a -4 penalty to hit you.
Catfall 1,000 You immediately recover from falls and suffer 1d6 fewer points of damage from a fall.
Displacement 6,000 Your image appears a few feet away from your actual location for one round per level.
Opponents suffer a -10 penalty to hit you.
Force Sphere 10,000 You create a sphere of force 1 ft in diameter per level within a range of 30 ft. The sphere
lasts for one round per level. A force sphere is only affected by Disintegration or Negate
Power. A subject inside the sphere can breathe normally, but is otherwise trapped.
Invulnerability I 1,000 You increase your Defense Class by +4.
Invulnerability II 6,000 You increase your DC by +4 and cut physical damage by 10%.
Invulnerability III 15,000 You increase your Defense Class by +4 and cut physical damage by 50%.
Mind Blank 40,000 You are protected from all powers that read thoughts.
Mirror Image 3,000 You create five illusory doubles of yourself that separate from you but remain in a cluster
around you. The images mimic your actions and cannot be told apart from you in any way.
Attacks against you are directed randomly at you or one of your doubles (roll 1d6, with a "1"
indicating the attack strikes you). Images have a DC of 10 + your Dexterity bonus. When
struck, they disappear.
Negate Power 7,500 Suppresses the use of powers either within a 30-ft radius of you for 1d4 rounds or targeted
at a specific creature within 100 feet for 1d4 rounds.
Negation Field 25,000 As Negate Power, except in a 10 ft radius around the power user for one round per level.
Also negates the power user’s ability to use powers (except for the field).
Nondetection 6,000 You are hidden from psychic powers for 1 round per level.
Power Protection 40,000 You gain a +5 bonus on feat rolls against powers for one round per level.
Protection 1,000 You gain +2 to your DC and to feats and you are immune to mind control. Protection lasts for
one round per level.
Protective Circle 6,000 As Protection, but in a 10 foot radius.
Power Reflection 30,000 For one round per level you reflect up to 3 powers per round back at their users.
Repulsion 25,000 An invisible field 10 ft in radius surrounds you and prevents creatures from approaching you.
The field lasts one round per level. If you approach a creature, it is unaffected by the field
and may attack you.
Screen 40,000 In an area equal to one 30-ft cube per level, you bar all spying powers and create an illusion
that blocks others from seeing and hearing you and your allies.
Shield 1,000 Invisible disc gives you a +4 to Defense Class and completely blocks force missiles. Shield
lasts one round per level.
Shield Other 3,000 For one round per level you suffer half of the hit point damage inflicted on the subject of this
power. The subject must remain within 30 feet of you for this power to work.
Telekinetic Sphere 40,000 As Force Sphere, except the creature within the sphere is nearly weightless. You can move up
to 5,000 pounds in the sphere, up to a range of 100 feet. The sphere lasts one round per
level.
16
Wall of Force 15,000 You create an invisible, invulnerable wall of force up to 10 sq. ft. per level that lasts 1 round
per level. The wall cannot be damaged, and is unaffected by Negate Power, although it is
destroyed with Disintegration. Dimension Door and Teleport can bypass the Wall of Force,
but other powers cannot be used through the wall.
Wall of Thorns 25,000 You create a wall of thorns and brambles 10-cubic feet per level. Moving through the thorns
cause 15 points of damage minus 1 per point of DC derived from armor. Creatures can only
force their way through with a heroic feat of strength.
ELEMENTAL POWERS
Call Lightning 6,000 For one round per level you call down one bolt of lightning from an existing storm each
round. The lightning bolts deal 3d6 points of damage. You must roll a ranged attack to hit
with the lightning.
Chill Metal 3,000 You cause the metal equipment of one creature per two levels to become freezing cold. In
the second round after you use this power, the dealing 1d6 points of damage per round for
five rounds.
Control Air 3,000 For 1 round per level in a 50-ft you can control wind direction and speed.
Control Gravity 50,000 You can increase or decrease gravity in a 10-ft radius area up to 100 ft away. If gravity is
reversed, creatures in the area fall upward 5 ft per level. If increased, creatures are held fast
to the ground (per Entangle) or slowed (per Slow).
Control Water 25,000 You can lower water by 2 feet per level in 100 square foot x level area, creating a small
whirlpool in large bodies of water. You can raise the water level by the same amount. Used
against a creature composed of water, it acts as the Slow power.
Control Weather 30,000 You change the weather in the immediate area, whipping up tornadoes, thunderstorms,
sleet storms, torrential rain, heat waves, hail storms, frigid cold, blizzards, unseasonable
thaws or fog. You affect an area 2 miles in radius centered on you and the new weather lasts
for 4d12 hours. You cannot, however, control where a tornado roams or where lightning
strikes.
Create Water 1,000 You create 2 gallons of water per level anywhere within 30 feet.
Earthquake 40,000 The ground in a 100-ft radius of you shakes and splits for 1 round. Wood and masonry
structures collapse, but reinforced masonry and metal framed structures are merely
damaged. Creatures in the quake zone must pass a feat of dexterity or fall into a fissure. The
fissure closes 1 round later, killing anyone still inside.
Endure Elements 1,000 You can exist comfortably in hot or cold environments (i.e. -50 to 140 degrees Fahrenheit)
Energy Blade 3,000 You create a blade of fire, light, electricity (etc) that inflicts 1d8+1/level damage and ignores
armor bonuses to DC. You do not add your strength bonus to attack or damage rolls.
Energy Blast 10,000 You throw a blast of energy (300 ft range) that explodes in a 30 ft radius and deals 1d6 points
of damage per level.
Energy Bolt 6,000 You throw a bolt of energy (120 ft range) at a target. If you hit, the target suffers 1d6 points
of damage per level.
Energy Burst 10,000 You emit a burst of energy (30 ft radius) that deals 1d6 damage per level.
Energy Cone 15,000 You emit a cone of energy (60 ft long, 30 ft wide) that deals 1d6 points of damage per level.
17
Energy Conversion 30,000 You absorb up to 10 points of energy damage, storing it for one turn per level. You can
release the energy in that time as an energy bolt that causes as much damage as you have
absorbed, up to a maximum of 3 times your level.
Energy Current 25,000 As Energy Bolt, accept it arcs from the first target to additional targets (one per level). All
targets must be within 10 feet of the primary target.
Energy Hands 1,000 Energy surrounds your hands, dealing an extra 1d6 points of damage when you hit in hand-
to-hand combat.
Energy Resistance 6,000 You suffer only 50% damage from one form of energy (acid, cold, electricity, fire or sonic).
Firestorm 40,000 You create a roaring area of flames 10 feet in diameter per level. All creatures within the fire
suffer 1d6 points of damage per level.
Flame Body 10,000 Your body is wreathed in flame for one round per level. Any creature attacking you in hand-
to-hand combat suffers 1d6 points of damage +1 point per level. While wreathed in flame,
you suffer half damage from cold attacks.
Fog Cloud 3,000 You create a fog bank within 100 feet of you. It measures 30 feet in diameter and 30 feet tall.
The fog lasts one round per level or until blown or burned away. Creatures inside the fog
cannot attack creatures more than 5 feet away from them, and suffer a -4 penalty to hit
when attacking the creatures they can see.
Gaseous Form 6,000 You become an cloud of gas. You cannot be harmed by most physical means and you can fly
at a speed of 1. While gaseous, you are subject to the effects of wind and you cannot enter
liquids.
Gust of Wind 3,000 Gust of wind disperses fog, blows out small flames and knocks down small creatures. Wind
has range of 60 ft and lasts one round. Ranged attacks into the wind suffer a -4 penalty.
Heat Metal 3,000 As Chill Metal, except with heat instead of cold.
Horrid Wilting 40,000 You evaporate moisture from living creatures within 120 feet. You deal 1d6 points of damage
per level to all victims, and 1d8 points of damage per level to plant creatures and creatures
composed of water.
Ice Body 10,000 Your body is encased in a thin layer of ice for one round per level. Any creature attacking you
in hand-to-hand combat suffers 1d6 points of damage +1 point damage per level. While
encased in ice, you suffer half damage from fire attacks.
Ice Storm 10,000 You create a storm of hailstones in an area 30-ft in diameter for 1 round and up to 100 feet
away. The ice causes 5d6 points of damage, half of it from the frigid cold. It also coats the
ground with slippery ice (see Grease).
Incendiary Cloud 40,000 As Cloudkill, but composed of smoke and embers. Creatures in the cloud suffer 4d6 points of
damage each round.
Liquid Form 6,000 You become a living pool of water. You cannot be harmed by most physical means, though
you do suffer half damage from fire and full damage from cold and you can swim at a speed
of 1. While liquefied, you are subject to freezing cold.
Magnetism 10,000 As Telekinesis, but iron-based metals only.
Move Earth 25,000 You can shift an area of earth up to 1,000 cubic feet, collapsing embankments, moving hills,
shifting dunes, etc. Rock formations are unaffected. It takes 1 round per 10 cubic feet of
earth to be moved.
Pyrotechnics 3,000 You cause an open flame within 100 feet to burst like a firework (blinds creatures within 100
feet for 1d4+1 rounds) or makes it belch out plumes of thick smoke (as fog cloud).
Quench 6,000 You quench all fires in a radius of 30 feet per level. Fire creatures in that area suffer 1d6
points of damage per level.
18
Rusting Grasp 10,000 Your touch causes iron and iron alloys to corrode, destroying a 3-foot radius volume of the
metal, destroying 1d6 points of DC bonus from armor or inflicting 3d6 points of damage to
creatures composed of iron or an iron alloy.
Searing Light 6,000 You fire a 30-ft ray of light (ranged attack required) 1d8 points of damage per two levels to
living creatures, 1d6 points of damage per two levels to constructs and 1d6 points of damage
per level or undead creatures.
Shape Stone 10,000 You change up to 10 cubic feet of stone per level into any shape you can imagine, though
you cannot achieve fine detail and moving parts only work 30% of the time.
Sleet Storm 6,000 As ice storm, but no damage.
Solid Fog 10,000 As Fog Cloud, except so thick that it actual hampers movement. Speed through the solid fog
is at 1. Ranged attacks (except by rays and force missiles) are impossible and melee attacks
and damage are rolled at a -2 penalty. Only a powerful wind disperses a Solid Fog.
Tornado Blast 50,000 You create a tornado vortex with your hands. You can make ranged attacks with a range of
40 feet that deals 10d6 damage and throws the victim 1d4 x 10 feet away.
Transmute Stone 15,000 You change up to 10 cubic feet of un-worked stone per level into mud, or visa verse. Wading
through mud is done at a quarter of one’s normal speed.
Wall of Fire 10,000 You create a wall of fire that inflicts 2d6 points of damage per round out to 10 feet and 1d6
points of fire damage out to 20 feet. Creatures passing through the wall suffer 2d6 points of
damage. The wall can be manifested up to 100 feet away and is 30 feet tall and 30 feet long
per level (or in the form of a ring with a radius of 10 feet per level). Lasts for as long as you
concentrate plus one round per level.
Wall of Ice 10,000 You create either a plane of ice (1 inch thick per level, covers 10 sq. ft. per level) or a
hemisphere of ice (radius of 3 feet + 1 foot per level). Each 10-foot section of the wall has 3
hit points per inch of thickness, shattering at 0 hp. Melting the wall of ice with fire creates a
Fog Cloud that lasts for 1 turn.
Wall of Iron 15,000 You create a wall of stone 1 inch thick per four levels and 5 sq. ft. per level. The stone wall
can be in any shape you desire within the limits of the size. Each 5-ft section of the wall has
15 hit points per inch of thickness and suffers only half damage from physical attacks and no
damage from energy attacks.
Wall of Wind 6,000 You create a 2-ft thick curtain of wind up to 10 ft per level long and 5 ft per level high. Small
flying creatures cannot pass through this barrier, nor can gases or gaseous creatures. Other
projectiles suffer a -4 penalty to hit when passing through the barrier. The wind wall can be
projected up to 100 feet away and can be wrapped around areas to enclose them.
Whirlwind 40,000 You create a whirlwind 10 ft wide at the base, 30 ft wide at the top and 30 ft tall. You can
center the whirlwind on yourself or move it about up to 100 feet away. The whirlwind lasts 1
round per level. Any creature that comes into contact with the whirlwind suffers 3d6
damage. Human-sized or smaller creatures must make a feat of strength or be picked up
bodily, suffering 1d8 damage per round.
19
HEALING POWERS
Break Enchantment 15,000 With this power, you can wipe away any charm, suggestion, physical alteration, curse or
petrification from its victim.
Delay Poison 3,000 The subject of this power (you or a creature you touch) is immune to the effects of poison
for one round per level. You can still be poisoned during this time period, but do not suffer
the ill effects of the poison until the end of the power's duration.
Heal Wounds 25,000 Once per day you heal 1d6 points of hit point damage per level on yourself or a subject you
touch.
Neutralize Poison 10,000 You end the effects of any toxin on a single subject, or destroy all poisons in an area of 1
cubic foot per level.
Regenerate 6,000 Once per day, three rounds after suffering severe damage, your bones mend and limbs and
organs re-grow. You have 5d6 hit points restored, regain consciousness and have fatigue and
exhaustion removed.
Remove Curse 10,000 You remove the effects of a Curse.
Remove Impairment 10,000 You restore hearing or sight to one subject by touch, or remove the conditions of disease or
paralysis.
Restoration 10,000 You restore lost ability score points and remove the conditions of fatigue and exhaustion for
one subject, whom you must touch.
ILLUSION POWERS
Dream 15,000 You send a phantasmal message to a person through their dreams. The recipient remembers
it perfectly upon waking.
False Vision 15,000 You create an illusion for creatures using the Spy power on you.
Illusion I 15,000 Creates an illusion of your design up to 100 feet away and filling a cube up to 60 ft long, 60 ft
deep and 60 ft tall. Viewers can make a feat of intelligence to disbelieve the illusion if they
interact with it. The illusion lasts as long as you concentrate on it plus three additional
rounds.
Illusion V 25,000 As Illusion I, but permanent until removed by Negate Power.
Illusion VI 25,000 As Illusion I, but triggered by a specific event. Last 4 rounds.
Invisibility 15,000 You cannot be seen, but you can be sensed by hearing or scent. Opponents suffer a 50% miss
chance to hit you in combat.
Invisibility Sphere 6,000 As Invisibility, but all allies within 10 feet. People leaving the sphere become visible.
Mirage 15,000 You make one terrain or structure look, feel and smell like another. The illusion lasts for 2
hours per level and covers one 30-ft cube per level. Creatures in the area are not changed by
the illusion.
Nightmare 15,000 As Dream, but prevents restful sleep, causes 1d10 points of damage and leaves the subject
fatigued the next day.
Project Image 30,000 You create an illusory double of yourself that is intangible, but looks, smells and sounds like
you. You can direct the image to mimic your actions or act differently. The image lasts for
one round per level and can appear up to 100 feet away. You can see and hear through the
image and can use powers through it.
20
Simulacrum 30,000 You create a double of any creature from a substance like ice, mud or plastic goo. The
creature is solid and has half the levels of the real creature. You cannot create a simulacrum
of a creature with more than double your own levels. The simulacrum is under your
command. If reduced to 0 hp it reverts to its base material and melts away. The simulacrum
has all the powers of the creature it is based upon. Creation of the simulacrum requires an
advanced laboratory, 24 hours of work and resources equal to CL 20.
Veil 25,000 You change the image of any number of creatures (unwilling creatures can make a feat roll to
resist the effect) for 1 hour per level. The subjects must be within 30 feet of one another.
They look, smell and feel like the creatures they are meant to resemble.
Ventriloquism 1,000 Throws your voice up to 30 feet away. This power can be used to make money at parties and
in some night clubs.
MOVEMENT POWERS
Astral Projection 50,000 You project your spirit into the Astral Plane. Your physical body lies sleeping while you are
away, and if killed your spirit is trapped on the Astral Plane. While astral, you may wander
freely throughout the universe at almost unlimited speeds and can peer into the material
plane as you like without being sensed in any way. You cannot affect the material plane in
any way while astral.
Dimension Hop 10,000 You instantly transport yourself anywhere within 100 feet and can bring one person per
three levels. If you transport into a material object you are killed.
Dimension Lock 40,000 You bar all creatures within 30 feet from moving dimensionally (i.e. Astral Projection, Blink,
Dimension Hop, Etherealness, Gate, Shadow Walk and Teleport).
Entangle 1,000 Plants in a 30 ft radius and up to 100 ft away entangle all creatures in the area. Speed in this
area is reduced to 1 and a feat of strength is required each round to move at all.
Entanglement lasts for one round per level.
Etherealness 30,000 You become insubstantial like a ghost. In this form you cannot be seen or heard by people
not on the ethereal plane unless you wish to be, though you can hear things on the material
plane up to 60 feet away.
Fly 10,000 You can fly at two speeds higher than your normal land speed.
Freedom 50,000 You free yourself from all effects that limit movement, including the Imprisonment.
Gate 50,000 You open a portal into another dimension through which creatures can pass in either
direction. You must concentrate to keep it open and even then it lasts only one round per
level. You can open the gate into a precise location in another dimension and can even open
it next to a desired entity or type of creature.
Jump 1,000 You gain a +10 bonus on feats of strength made to leap.
Levitate 3,000 You levitate up to 100 lb per level at rate of ascent or descent of 100 ft per round.
Mount 1,000 Summons a riding horse out of mid air for one day. The mount comes with riding gear and
has the basic stats for a horse. For 3,000 XP cost you can summon a motorcycle. For 6,000 XP
cost you can summon a motorcycle invested with powers.
Phase 15,000 You walk through solid material that is up to 10 feet + 5 feet per level thick.
Shadow Walk 25,000 You can step into a shadow and travel at a speed of 5 for one round per level. You can take
another person with you, but they must maintain physical contact with you the entire time.
You must emerge from shadows at your destination.
21
Slow 6,000 You cut a person or vehicle's speed in half. In addition, they can only make one attack every
other round. This condition lasts for one round per level.
Spider Climb 3,000 You can walk on walls or the ceiling at your normal speed for 1 round per level.
Super Speed 2,000 Your speed increases by 1 point per 2,000 XP.
Teleport 30,000 You instantly transport yourself and one additional person per three levels up to 100 miles
away per level.
Tree Stride 15,000 You can step into a tree and then out of a different tree within 1 mile.
Water Walk 6,000 You can walk on water as though it were a solid surface.
Word of Recall 25,000 With a word, you Teleport back to your headquarters or sanctum.
PSYCHIC/MENTAL POWERS
Analyze 25,000 You examine an object and learn how it functions and how to activate it.
Calm Emotions 3,000 You calm the emotions of agitated creatures within 20 ft for 1 round per round.
Charm 10,000 Makes one person think that they are your friend and that you pose no threat to them or
their employers/owners. Lasts for 1 day, and the target of the power must be within sight
when you use it.
Charm Many 35,000 As Charm, but one person per level.
Clairvoyance 6,000 You can see and hear things occurring within 100 feet of you as though you were there.
Command 1,000 You force one person to obey a single command for one round. You can command the
person to approach you, halt, flee from you at top speed, drop what they are holding or fall
to the ground.
Command Animals 10,000 As Command Many, but affects animals and lasts for one round per level.
Command Many 15,000 As Command, but one person per level.
Command Plants 10,000 As Command Many, but affects plants and plant creatures and lasts for one round per level.
Command Undead 30,000 As Command Many, but affects undead creatures (vampires, zombies, etc) and lasts for one
round per level.
Commune 15,000 By concentrating for 1 turn, you learn three facts from among the following subjects: The
ground or terrain, plants, minerals, bodies of water, people, general animal population,
presence of woodland creatures, presence of powerful unnatural creatures, or the general
state of the natural setting in a radius of 100 feet per level.
Contact Other Plane 15,000 You contact with a higher intelligence and ask it one question for every two levels you
possess. The entity gives one word answers. The entity has a 75% chance to know the
answer. If it does know the answer, it answers falsely 50% of the time.
Control Body 10,000 You control a person's body (within 100 ft) like a puppeteer. You cannot control their speech
or make them talk, but you can fight with them using your attack bonus plus your
Intelligence bonus.
Correspond 15,000 You communicate via electronics or telepathy with a creature any distance away.
Demand 40,000 This power combines the powers Sending and Suggestion.
Detect Poison 1,000 You detect the presence of poison within 30 feet.
22
Detect Spying 10,000 You detect the use of the Spy power being used on you. If the spy fails a feat of will, you get
an image of who they are and know their general direction and distance from you.
Discern Lie 10,000 You discern any falsehood spoken in your presence.
Dominate 50,000 You control a creature through a telepathic link. The power lasts for one day per level, and
the dominated creature does its best to follow all commands, but stops to sleep, eat and
perform other necessary functions. The creature gets an initial feat roll to negate the power
and gets a new feat of will on any day you do not concentrate on the creature for at least
one round.
Doom 1,000 You cause one creature within 100 ft to be filled with existential dread, making them suffer a
-2 penalty on attacks and feats for one round per level.
Enthrall 3,000 You hold all creatures within 100 feet spellbound with your voice for up to one hour. They
creatures are not under your command, but ignore all other speakers.
Foresight 50,000 You sense impending danger and cannot be surprised. You gain a +2 bonus to feats made to
avoid physical dangers.
Invisible Eye 10,000 You create a floating, invisible eye that moves at a speed of 3 and which transmits all it sees
back to you. The eye cannot move through solid objects, but it can move through holes as
small as 1inch in diameter.
Invisibility Purge 6,000 You negate all forms of invisibility in a radius of 5 feet per level centered on you.
Legend Lore 25,000 You learn crucial knowledge about a person, place or thing. This knowledge takes 1d4 turns
of study if you are in the place or with the person to be studied or 1d10 days if not. While
using this power, you can do nothing but contemplate/ research the information you wish to
learn.
Locate 10,000 You sense the direction to a person or thing within one mile.
Obscure Object 3,000 You mask an object from psychic or magical probing for one day.
Precognition 3,000 You learn whether a single action taken in the immediate future is a good, neutral or bad
idea. You have a 70% chance + 1% per level (max. 90%) of getting an answer.
Read Minds 3,000 You can read the surface thoughts of a sentient being. The being can attempt a feat roll to
block your mind reading, and creatures with minds alien to your own receive a +2 bonus to
their feat roll.
See Invisibility 3,000 You can see objects and creatures that are invisible.
Sending 15,000 You instantly deliver a short message to anyone, anywhere.
Speak with Animals 1,000 You can speak with animals.
Speak with Dead 6,000 You can ask up to two questions per level of a corpse. The questions can only be one's the
corpse could have answered in life and if the corpse would have resisted answering those
questions in life it can attempt a feat of will to resist answering in death. This power does not
work on undead creatures.
Speak with Plants 6,000 You can speak with plants.
Spy 10,000 You can spy on another person from any distance away. If the subject succeeds at a feat of
will, your spying fails. You can see and hear things around the subject in a 10-foot radius.
Suggestion 6,000 You compel one person within 30 feet to follow a stated course of action for 10 rounds per
level. You cannot force them to harm themselves.
Suggestion Many 25,000 As Suggestion, but one person per level.
23
Telekinesis 15,000 You can move objects or creatures by concentrating on them. The range of the power is 100
feet and you can move up to 25 lb per level. If used to attack, use your attack bonus plus
your intelligence bonus. You can make feats of intelligence to duplicate fine motor skills with
this power.
Telepathic Bond 15,000 You create a telepathic bond with one person per three levels. You can leave yourself out of
the telepathic bond if you wish. People within the bond can communicate telepathically
regardless of distance or language. The bond lasts one hour per level.
Tongues 6,000 You can speak any language.
True Seeing 25,000 You can see through invisibility and illusions.
Ubiquitous Vision 6,000 You can see behind your head.
Understand Language 1,000 You understand all spoken and written languages.
Vision 30,000 As Legend Lore, but it works instantly and leaves you fatigued for one hour.
X-Ray Vision 25,000 You can see into and through solid matter. Vision is as though under normal light even if
there is no illumination. X-ray vision can penetrate 5 ft of stone, 1 ft of common metal or up
to 15 ft of wood or dirt. Thicker substances or a thin sheet of lead blocks the x-ray vision.
Zone of Truth 3,000 All creatures within 30 feet of you are unable to tell lies.
TRANSFORMATION POWERS
Adapt Body 15,000 Your body adapts to a chosen hostile environment (i.e. vacuum of space, lava, etc).
Animate Objects 25,000 You cause inanimate objects to take on a semblance of life and attack your enemies (see
Monsters for inanimate object statistics). You can animate one small object per level or the
equivalent number of larger objects. A medium object counts as two small objects, while a
large object counts as four small objects.
Chameleon 3,000 You are effectively invisible so long as you stand still.
Create Object 15,000 You create a simple object with a volume that not exceeding one cubic foot per level. The
creation takes one round and exists for one round per level before disappearing.
Create Undead 25,000 You turn corpses into animated skeletons, zombies, ghouls or vampires by touching them.
You can create a number of undead equal to twice your level. These undead can follow you
or be left to guard a place.
Darkvision 3,000 You can up to 60 feet in total darkness.
Disguise 1,000 You change your appearance. You can seem slightly taller, shorter, fatter or thinner and
generally mimic another person close to your own body shape.
Elasticity 6,000 Your rubbery body takes half damage from blunt attacks and gives you a +10 bonus on feats
made to slip out of bonds. You can extend the length of your limbs, providing you with a
reach up to 20 feet, and you can make feats of constitution to stretch even further. You can
slither through gaps as narrow as an inch wide, although you must leave behind most of your
gear to do so and your speed is reduced by 1 while slithering.
Enlarge 1,000 You double in height (weight increases eight fold), increasing your strength by 2 and reducing
your dexterity by 2. Equipment worn or held increases in size with you. For 6,000 XP you
increase size x5 (Str +4, Dex -4). For 15,000 XP you increase size x10 (Str +8, Dex -8).
24
Fabricate 15,000 You take raw materials (10 cubic feet per level) and make them into a finished product. You
must know how to build the product to do this. The time required is one round per 10 cubic
feet of finished object.
Fission 6,000 You divide into two identical beings, each having 2 fewer levels than you (re-roll hit points),
but the same ability scores and powers. The fission lasts one round per level and can be used
once per day. If the duplicate is killed before you rejoin, you lose one level, reducing XP to
just what is needed for your new level. For 10,000 XP you can split into three identical
beings, each with three fewer levels less than you.
Fusion 8,000 For one round per level, you and another willing creature are fused together. The combined
creature has the hit points of both creatures added together, all the powers of each creature
and the highest ability score of either creature for each of the six ability scores as well as the
better attack bonus. Can be done once per day.
Heroism 25,000 You gain a +4 bonus to attack rolls and feat rolls.
Imbue with Power 10,000 You imbue another creature with one of your own powers. The imbued character retains the
power until it is used, at which point the power is restored to you.
Make Whole 3,000 You repair one object, making it as good as new. A broken object that was invested with
powers can be made whole and has a 50% chance per power of regaining that power.
Petrify 25,000 You turn one creature within 100 feet to stone. You can also reverse petrification of living
creatures, but cannot to turn statues into flesh.
Polymorph 10,000 You give one willing creature a new form for one round per level. The new form can be of
any type, but cannot have a higher level than your level. The subject retains their own
mentality, but in every other respect becomes the creature into which they have been
polymorphed.
Polymorph Anything 40,000 As Polymorph, but changes any item or creature into any other item or creature. If the
original thing and the thing it is changed into are in the same kingdom (i.e. animal, vegetable
or mineral), the change lasts one week. If not, the change lasts one day.
Polymorph Other 15,000 As Polymorph, except it affects an unwilling subject who fails a feat of constitution to resist.
The change is permanent.
Shadow Body 40,000 You become living shadow. While shadow you can move at normal speed over any surface,
ignore up to 50% of damage from all attacks, can hide perfectly in shadow and are immune
to damage from poison and disease. You cannot touch creatures while in shadow form.
Shambling Mound 50,000 You turn vegetation into 2d4 shambling mounds (see Monsters). The shambling mounds
obey your commands and last for 7 days.
Shape Wood 3,000 You shape a piece of wood into any usable form, though an object with moving parts has a
30% chance of not working. You can shape up to 10-cubic feet + 1 foot per level.
Shrink 15,000 You or a target within 30 feet is reduced to one tenth height for 1 round per level. The
affected creature's strength score is reduced by 8 and dexterity is increased by 8. For 30,000
XP cost, you can retain normal strength when you shrink.
Shrink Item 6,000 You shrink an item (up to 2 cubic feet per level) to one tenth its normal size. The shrunken
state persists for 1 day per level.
Statue 30,000 You can transform yourself into a statue for 1 hour per level. In statue form you ignore 50%
of damage per attack. You can sense things normally, need not eat or breathe, but cannot
move or speak.
Super Ability 1,000 You improve one ability score by either +1 per 1,000 XP spent.
Super Hearing 3,000 You can hear things up to 1 mile away or through up to 1 ft of stone or 6 inches of metal.
25
Super Vision 3,000 You can see things as far as 1 mile away, assuming nothing is blocking your way.
Suspend Life 30,000 You put yourself in suspended animation for as long as you wish. If damaged while in
suspended animation, you come out of it four rounds later.
Water Breathing 6,000 You can breathe water and your swimming speed is one level higher than your land speed.
MISCELLANEOUS POWERS
Clone 40,000 You create a perfect double of another character using a sample of DNA. The creation of the
clone takes several weeks. The clone, once activated, must seek out its original and destroy it
within 1 day or disintegrate. There is a 1 in 6 chance that the clone breaks down partially,
losing much of its mentality and taking on a twisted appearance, but does not disintegrate.
Darkness 3,000 You create a 30-ft radius area of darkness around an object you touch. This darkness lasts for
one round per level.
Elemental Swarm 50,000 You summon 2d4 elementals (air, earth, fire or water) that remain for one round per level.
Glitterdust 3,000 You generate a cloud of particles that covers a 10-ft radius area up to 100 ft away. The
particles last for one round per level. Creatures within the cloud must are blinded. Invisible
creatures within the particle cloud have their positions revealed.
Light 6,000 You create bright light in a 60-ft radius.
Miracle 20,000 You perform a miracle, duplicating any power costing 7,500 XP or less or negating the effect
of any power. You can only do this once per day.
Planar Binding 25,000 Calls a creature from another dimension (demon, angel, genie) and traps it. The creature can
escape with a feat of will (made each day). While trapped, you can attempt to compel it to
perform a service by making a feat of charisma and by offering a tempting reward. You can
attempt to compel the creature once per day. If the creature is compelled to render a
service, it is released from captivity as soon as it performs the service, and is then free to
seek revenge.
Rope Trick I 1,000 You can animate a rope to entangle or tie up opponents.
Rope Trick II 3,000 By throwing a rope straight up, you create a portal to an extra-dimensional space that holds
up to 8 creatures for 6 rounds per level. The rope can be pulled up into the space. Powers
can be used within the dimensional space, but cannot affect things outside the space, nor
can powers outside the space affect things within the space. Anyone that is still in the extra-
dimensional space when it ceases to exist drops to the ground and suffers falling damage.
Summon Creature 25,000 You conjure 2 levels of creatures per level. The summoned creatures appear out of nowhere
and obey your commands. They persist for 10 rounds.
Summon Item 1,000 You summon one pre-chosen item to your hand. The item is not created by this spell - it
must be an existing item that you know about and know the location of. You can send the
item back to its original location when you are finished with it.
Time Acceleration 25,000 You gain a round between rounds in which to do anything you could normally do in one
round. While in this different time frame, you cannot harm other creatures, nor can you
enter a Negation Field.
Time Hop 25,000 You hop forward in time up to 1 round per level.
Unseen Servant 1,000 An invisible force obeys your commands for 1 day. It can perform all the actions of a maid or
butler, but can only do one thing at a time. It cannot be used to fight.
26
ADVENTURES!
Time to Fight some Crime
The point of “Mystery Men!” is to have adventures, Cautious Movement: Heroes may choose to move at
whether your heroes are fighting crime at home, a speed of 1 when exploring a villain’s lair. This allows
fighting enemies abroad or fighting alien invaders them to roll feats to avoid traps and notice clues.
from outer space. Most adventures consist of
uncovering the plot of a villain and working your way Running: A hero can increase his normal speed by 1
through a web of clues until you thwart their evil plan for one round and continue to move at that higher
and, maybe, capture or kill the villain in his or her lair. level in subsequent rounds by rolling a feat of
The following rules deal with the challenges heroes constitution each round.
face during their adventures. Burst of Speed: A hero can roll a feat of strength to
have a very short burst of speed, increasing their
Time
speed by 2. This burst lasts a few seconds, and can be
Time is tracked in rounds, turns, hours and days. A used to reach something before a foe, but not to
round represents one minute of real time, a turn ten move at one’s speed +2 for a complete round.
minutes of real time.
FEATS
Speed & Weight
“Feat” is the term used for most challenges that do
Speed is expressed as one of ten levels, with a speed not involve fighting. A feat is used to attempt a heroic
level of “2” representing the human norm. The table action, resist an opponent’s power or modify your
below shows the different speed levels, what they own use of powers.
represent and their approximate speeds in yards per
The basic process of rolling a feat is as follows:
round and miles per hour.
Roll 1d20 and add the difference between your ability
Spd Represents YPR MPH
score or level and your opponent’s ability score or
1 Slow humans 50 1.5
level. If your score is higher than your opponent’s
2 Humans 100 3
score, you are adding a bonus to your roll. If your
3 Animals 200 6
opponent’s score is higher than your score, you are
4 Bicycles 500 15
subtracting a penalty from your roll. If the modified
5 Cars, Motorcycles 1,500 45
6 Trains, planes 6,000 200
roll is higher than 10, your feat is successful.
7 Jet airliner 30,000 1,000
When rolling a feat that does not involve skill, use the
8 Supersonic speed 100,000 5,000
most relevant ability score for you and your
9 Atomic spaceship 800,000 25,000
opponent. When rolling a feat that does involve skill
10 Sub-light speed 4,000,000 125,000
– and rolling a feat to resist a power always involves
27
skill – use your level or the most relevant ability Example 2: Captain Triumph needs to leap to the top
score, whichever is higher. If you are attempting a of a building, where the Black Dragon has installed a
feat that does not involve an opponent, rank the death ray. Leaping to the top of a building is a
difficulty of the feat on the following table, and use superhuman feat, and the Mastermind decides that it
the corresponding number for the difficulty level: is a feat of strength and that skill is not involved. The
difference between Captain Triumph’s strength (14)
Task Level Difficulty
and the difficulty for a superhuman feat (15) is ‐1, so
Normal 3
Captain Triumph rolls 1d20‐1 and tries to beat “10” to
Heroic 9
Superhuman 15 successfully make the leap.
Epic 21
Cosmic 27 Optional Rule – Complications
In some cases, the modifier to a feat roll will make
Normal Feats are things that real‐life human beings
accomplishing the feat impossible. In some cases, a
can accomplish with effort and a little luck.
Mastermind might want to allow the hero to succeed
Heroic feats can only be accomplished by the most on a natural roll of ‘20’, but with complications.
skilled people who have ever lived, such as the
Likewise, when a hero cannot fail on a feat roll, he
escapes of Harry Houdini.
might want to allow a natural roll of “1” indicate a
Superhuman Feats are things beyond the capability of complication or twist to the feat being attempted.
most human beings, but perhaps possible for literary
For example, a hero leaping atop a building might be
creations like Sherlock Holmes. Leaping over a
successful, but only manage to grab the ledge, or
building require a superhuman feat of strength.
succeed and fall flat on their face, allowing the goons
Epic Feats are the purview of the greatest heroes of on top of the building a free round of attacks.
legend, like Hercules. Swimming the Atlantic Ocean
would require an epic feat of constitution. Optional Rule – Signature Moves
Cosmic Feats are things only the gods can accomplish, Comic book heroes often develop a signature move
and often run counter to the laws of physics. Nudging that they’re famous for. In essence, a signature move
a planet from its orbit without destroying it would is a feat that one makes multiple times in adventure
require a cosmic feat of strength or intelligence. after adventure. A Mastermind may want to grant a
character that successfully makes a particular feat at
Example 1: Doctor Death has just fired a 6 dice bolt least three times in three different adventures a +2
of lightning at Black Fury, so Black Fury’s player needs bonus to future attempts to make that feat. It is best
to roll a feat to see if he can cut the damage in half. to allow only one signature move per character.
The Mastermind decides this would be a feat of
dexterity. Black Fury has a dexterity of 6, but his level Combat
is 12, so he gets to use his level against Doctor
Combat occurs whenever two or more creatures
Death’s level of 10. The difference between Black
mean to do harm to one another. Combat is played
Fury’s level (12) and Dr. Death’s level (10) is +2, so
out using a simple set of steps, as follows:
Black Fury rolls 1d20+2 and tries to beat “10” to
successfully halve the damage from the lightning bolt.
28
1. Initiative order (i.e. the order in which creatures Mastermind to represent other factors ‐ the benefit
take their turns in combat) is determined by each of cover, for example, during a gun battle.
participant in the combat rolling 1d10 and adding
their Dexterity modifier and their Speed. Damage
2. Each turn of combat takes place during a single If you are fighting with your fists or feet, you roll 1d6
round (i.e. 1 minute). On a combatant’s turn, they and add your strength bonus. If you are fighting with
can perform one action, as follows: a melee weapon, you roll damage based on that
weapon (see Equipment) and add your strength
A. Make an attack. The attack can be ranged or bonus. If you are fighting with a ranged weapon, you
hand‐to‐hand. Making attacks is covered in more roll damage based on that weapon (see Equipment)
detail below. and add your dexterity bonus. The total damage you
roll is then deducted from your opponent's Hit Point
B. Activate a power.
total. At 0 hit points, a character is knocked
C. Move. You can advance into combat, flee from unconscious for one turn. At negative hit points, a
combat or attempt to flank an opponent or move character is knocked out for 1d6 hours. A character
behind them. Movement is covered below. dies at ‐10 hit points.
3. Mastermind controlled characters and monsters Knock Backs

that have seen allies knocked unconscious or killed
must roll a normal feat of will or flee from combat. Based on the amount of physical damage you score
on an opponent, you might knock them backwards. If
4. If anyone is still standing, go back to Step 1. the damage scored from a physical, forceful hit is
higher than a creature's strength score, they are
The Advantage of Speed knocked backward 1 foot per point of damage and
must roll a feat of dexterity to avoid being knocked
When fighting a slower opponent, an attacker gains a
prone. Characters knocked backward into a wall
number of actions per round equal to his speed
suffer damage as though they had fallen (see below).
divided by his opponent’s speed, rounding down, up
If the damage from hitting a wall is higher than the
to a maximum of 3 actions per round.
wall's strength rating (see below), then they break
Attacking through the wall and suffer damage.
When you make an attack, you roll 1d20 and add Material Strength Rating
your attack bonus (based on your level), relevant Glass 1 per inch of thickness
ability score modifier and relevant power modifier (if Plaster 2 per inch of thickness
any). You compare the resulting number to your Wood 10 per inch of thickness
target's Defense Class (DC). If your attack roll is equal Brick/Stone 15 per inch of thickness
to or greater than your opponent's DC, you score a Iron/Steel 30 per inch of thickness
"hit" and roll damage. When making hand‐to‐hand Adamantine 40 per inch of thickness
attacks, you add your strength modifier to your
attack roll. When making ranged attacks, you add
your dexterity modifier to your attack roll. An attack
roll can further be modified by up to +5 or ‐5 by the
29
Charging
To charge in combat means moving rapidly at a foe in
order to inflict additional damage. When one
charges, they leave themselves more open to attack.
A charging character must run to make a charge
attack and must cover at least 30 feet before they
reach their opponent. The charge can be on the
ground (i.e. running or driving), through the air (i.e.
flying or swinging from a rope) or through the water,
assuming one has a special ability to move through
the water rapidly. The charger deals an additional
1d6 points of damage if their attack is successful, but
suffers a ‐3 penalty to their Defense Class until the
beginning of the next round of combat.
WILDFIRE (Level 8 Adventurer)

First Appearance: Smash Comics #25 (1941), created by Robert Turner and Jim Mooney
After Carol Vance is orphaned by a forest fire, Vulcan, the god of fire, imbues her with elemental powers. Adopted by the Martins,
teenaged Carol uses her powers to fight evil in all its forms.
Powers: Energy Blade, Energy Blast, Energy Resistance, Fly, Heat Metal, Pyrotechnics, Wall of Fire
Flaw: Suffers double damage from cold and water
30
Multiple Attacks opponent's eyes. If successful, the opponent is
blinded until they take one round to clear their eyes.
While some creatures naturally have multiple attacks
(see Monsters), heroes and villains are normally Bull Rush: A bull rush attack is made to knock an
allowed to make only a single attack each round. opponent out of one's way or knock them directly
Heroes and villains have the option, however, of backwards – think in terms of a defensive line in
making attacks against multiple opponents (though American football trying to move the offensive
never more than one attack per opponent) by taking linemen out of their way. A successful bull rush attack
a cumulative ‐3 penalty for each attack beyond their allows you to move your target 5 feet away in any
primary attack. This penalty applies to all attacks direction. Damage from the attack might result in an
made during the round. Making one extra attack in a additional knock back (see above).
round imposes a ‐3 penalty on both attacks, not just
Grapple: A successful grapple attack allows you to
on the additional attack. If a hero wanted, for
hold your opponent, either pinning their arms back or
example, to make an attack on ten different
pinning them to the floor. The grappled opponent
opponents during a round, he would have to do so at
must make a successful grapple attack of their own to
a ‐27 penalty to hit. Fighting with multiple weapons
break the grapple. A pinned creature cannot move or
lessens this penalty by 1, i.e. to ‐2 per extra attack.
attack except to make a grapple attack to break the
grapple or to use a power (final ruling on which
Special Attacks
powers are usable while grappled is up to the
Any attack that is not exclusively designed to inflict Mastermind).
damage is designated as a “special attack”. This
Head Shot: A head shot is an attempt to daze or stun
would include attacks intended to pin an opponent,
an opponent with a well placed shot to the head. If
knock them down, knock them out of the way, blind
the head shot beats the target's DC by 5 to 9, the
them or stun them temporarily. Making a special
opponent is dazed for 1 round (see Special Conditions
attack does not preclude one from causing hit point
below). If the head shot attack beats the target's DC
damage – hit points are as much a measure of
by 10 or more, then the target is stunned for 1 round.
exhaustion, luck and fighting prowess as they are
actual physical damage. Having to make a desperate Trip: An attacker's trip attack is modified by his
dive to avoid being knocked over is not as taxing as a dexterity score instead of his strength score. A
sock to the jaw, but it still wears you down. successful trip attack knocks the target prone.
To make a special attack, a player declares what they
Special Conditions
want to accomplish during a round of combat, i.e.
“I'm going to try to trip my opponent”. The attack roll Many of the powers described in Chapter 3 make
is made normally. If the attack is successful then reference to special conditions such as exhausted or
damage is rolled. If the target's DC is beaten by 5 or paralyzed. These game impact of these conditions are
more, then damage is rolled and the conditions of the described below, though the Mastermind should feel
special attack are suffered by the target. free to alter them as he or she sees fit.
Blind: Blinding attacks usually involve throwing some Ability Damage: The character has temporarily lost 1
sort of particulate (sand, for example) in an or more ability score points. Lost points return at a
rate of 1 per day unless noted otherwise by the
31
attack dealing the damage. A character whose Frightened: Frightened characters flee from the
strength is reduced to 0 falls to the ground and is source of their fright as quickly as they can. If unable
helpless. A character with dexterity 0 is paralyzed. A to flee, they fight at a ‐2 penalty to attack.
character with constitution 0 is dead. A character
with intelligence, will, or charisma 0 is unconscious. Incorporeal: Incorporeal or intangible creatures can
only be harmed by force powers and magic weapons.
Ability damage is different from penalties to ability
They can pass through solid objects.
scores, which go away when the condition causing
the penalty goes away. Invisible: Visually undetectable, an invisible creature
gains a +2 bonus on attack rolls against sighted
Aged: An aged creature is well past the middle point
opponents, and ignores its opponents’ dexterity
of its lifespan. Aged characters suffer a ‐4 penalty to
all of their physical ability scores and their speed is bonus to DC (if any).
reduced by 1. Aged monsters have their speed Paralyzed: A paralyzed creature cannot move or act,
reduced by 1 and their level reduced by 2. but can perform purely mental functions. A winged
creature flying in the air at the time that it becomes
Blinded: Blinded characters suffer a 2 point penalty
to their Defense Class, move at a speed of 1, and paralyzed cannot flap its wings and falls. A paralyzed
swimmer can’t swim and may drown.
suffer a ‐4 penalty to hit in combat. These penalties
can be reduced over time with practice. Petrified: A petrified character has been turned to
Crippled: A crippled creature’s speed is reduced by stone and is considered unconscious. If a petrified
character cracks or breaks, but the broken pieces are
one half (rounding up).
joined with the body as he returns to flesh, he is
Dazed: The creature is unable to act normally. A unharmed. If the character’s petrified body is
dazed creature can take no actions, but has no incomplete when it returns to flesh, the body is
penalty to DC. A dazed condition lasts 1 round. likewise incomplete and there is some amount of
permanent hit point loss and/or debilitation.
Dazzled: Bright light can leave a creature dazzled. A
dazzled creature suffers a 1 point penalty to DC and Prone: A character knocked to the ground suffers a ‐2
attack rolls and is more easily surprised. penalty to attack rolls. Creatures attacking it with
melee weapons enjoy a +2 bonus, while those
Deafened: Deafened characters are surprised on a attacking with missile weapons suffer a ‐2 penalty.
roll of 1‐4 on 1d6. Deafened sorcerers fail to cast
their spells properly on a roll of 1‐2 on 1d6. Sickened: The character takes a ‐2 penalty on all
attack rolls, weapon damage rolls and feat rolls.
Entangled: Entangled creatures move at a speed of 1
and cannot run. They suffer a 2 point penalty on Stunned: A stunned character cannot move or attack,
attack rolls and DC. Entangled sorcerers fail to cast drops any item he holds and suffers a 2 point penalty
their spells properly without a feat of dexterity. to DC and loses his dexterity bonus to DC.
Exhausted: An exhausted character moves at half Unconscious: Knocked out and helpless.
speed (round up) and suffers a 2 point penalty to
attack rolls, damage rolls and to DC.
32
Restoring Hit Points
A character that has lost hit points can regain them in
three ways. First and foremost, immediately after a
fight a character can rest for one full turn (10
minutes) to regain 50% of the hit points lost during
that particular fight. Characters can also rest
overnight to regain one hit point per level. Finally,
some of the healing powers (see Chapter 3) can
restore hit points to a damaged character.
Earning Experience Points

Experience points are earned by defeating villains and
foiling their plans.
• Opponents are worth 100 XP per Level plus 10%

of the XP value of their powers.
• Saving lives is worth 100 XP per hero.
• Saving a city is worth 1,000 XP per hero.
• Saving a country is worth 10,000 XP per hero.
• Saving the world is worth 50,000 XP per hero.
• Saving the universe is worth 100,000 XP per hero.
MAGIC AGENT (Level 13 Sorcerer)

First Appearance: Magic Agent #1 (1962), creator unknown
John Force works for the secret service, fighting the spies and terrorists that would lay the United States low with the help of his
magic coin. By rubbing on the Greek columns that appears on the coin he can cast magic spells.
Powers: Weapon Master (Handgun)
Gear: Handgun (2d6), Magic Coin (Sorcery Pool of 30,000 XP; DC 16, 24 hp)
Flaw: Blind in one eye (‐1 to hit with ranged weapons)
33
FIENDISH FOES !
Monsters and Malcontents
As the game’s Mastermind, you might pit the heroes normal land movement: B = Burrowing, C = Climbing,
against all manner of vile villains – mad scientists, evil F = Flying and S = Swimming.
sorcerers and gangsters and racketeers. Essentially,
these villains are just characters created by the Experience Points (XP) tells you how many
Mastermind using the same basic rules (or guidelines) experience points the heroes gain for defeating the
that govern the creation of heroes. monster. The reward must be divided equally
between all heroes involved in the monster’s defeat.
You might also pit them against monsters. In Mystery
Men! the term “monsters” refers to anything from Attacks is the number of attacks the monster has and
street thugs to robots to animals to prehistoric or the damage they inflict. Monsters must make a
mythical beasts – anything that is not developed as a separate attack roll for each attack.
character with experience points. Powers lists the powers, if any, the monster has. A
The following is a quick reference guide for how to monster’s powers work exactly like the heroic powers
read the monster descriptions: of the same name unless noted otherwise. Some
powers are limited by the number of times per day
Level (LVL) is the number of d6 rolled to determine a they can be used, or in other ways that are explained
monster’s hit points. For a creature with a level of 4, in the monster description.
for example, you’d roll 4d6 to determine hit points.
Power Resistance
A monster’s attack bonus is equal to its level. A
monster with a level of 3, for example, attacks by In the monster descriptions, one might come across
rolling a 1d20 + 3. the term “power resistance” followed by a
percentage in parentheses. The given percentage is
Physique (PH) is used for Strength, Constitution and the chance that any power used against the monster
Dexterity when rolling physical feats for monsters. will simply fail to take effect. When confronted with
power resistance, the Mastermind must roll D%. If
Mentality (MN) is used in place of Intelligence, Will
the result is equal to or less than the given
and Charisma when rolling mental feats for monsters.
percentage, the power fails.
Defense Class (DC) is explained in the rules for
combat. Essentially, it determines how difficult it is to Special Monster Attacks
hit and damage a monster in combat.
Like characters, monsters can perform special attacks
Speed (SPD) is the monster’s speed. A speed in during combat. Whenever a monster exceeds the
parentheses refers to a type of movement other than target number to hit a character by 6 or more, it can
34
perform a special attack if it has one or if it is capable DOPPELGANGER
of one devised by the Mastermind, and if the special LVL PH MN DC SPD XP
attack it used is connected to the attack form it used 4 4 4 15 2 1700
– i.e. a monster cannot swallow a person whole with ATK Fists (1d6)
a successful claw attack. Humanoid monsters fighting POW Polymorph, Read Minds
with weapons are permitted to use the same special
attacks as characters, with the same penalties and These humanoid aliens can only assume the
benefits. Some sample special attacks are: appearance of humans and humanoids, using this
power to infiltrate planets they wish to conquer.
Hug or Squeeze: The monster holds its opponent
tight. The victim suffers automatic damage (usually FORMIAN (Ant-Man)
1d6) each round. If the monster has a bite attack, it LVL PH MN DC SPD XP
makes subsequent bite attacks against a squeezed or 4 5 3 18 3 2000
hugged victim at a +2 bonus to hit. ATK Sting (1d6 + poison), Claws (1d6), Bite (1d6)
POW Energy Resistance (Cold), Poison [sting]
Rake or Rend: This special maneuver allows a
monster to make a second claw attack if the first is
Formians are ant‐like aliens. As formidable as their
successful.
natural weapons are, they are often armed with a
Swallow Whole: A victim inside the belly of the variety of high‐tech objects, such as laser pistols.
monster suffers 1d6 points of acid damage and 1d6 Formians are highly regimented and orderly.
points of crushing damage each round and may
drown or suffocate. The victim can attempt to stab PHASM
from within if it has claws or a dagger and attacks at ‐ LVL PH MN DC SPD XP
4 to hit but inflicts double damage. 15 5 5 17 2 2500
ATK Pseudopod (1d6)
Thrash or Trample: Large creature threaten anyone POW Polymorph
who gets near them in combat. All creatures in melee
range of such a creature must pass a saving throw Phasms are intelligent, amorphous protplasmic
each round or suffer 1d6 points of damage. beings. They can assume any shape up to 15 feet in
height or length and are immune to poison, sleep and
ALIENS effects that alter a victim's form.
Choker
LVL PH MN DC SPD XP XILL
3 5 3 17 4 (C2) 700 LVL PH MN DC SPD XP
ATK Tentacles (1d6) 5 5 4 20 2 3900
POW Darkvision, Iron Grip ATK Bite (paralysis) or Claws (2d6) or 2 x Weapon
POW Darkvision, Etherealness, Iron Grip, Power
Chokers are strange, vaguely humanoid aliens with Resistance 25%
tentacles in place of arms. They are lightning fast and
often attack from ambush. Xill are alien horrors with four arms. They implant
victims with their eggs after absconding with them to
nests hidden in parallel dimensions. A victim grappled
35
by a xill is bitten and paralyzed for 1d4 turns (resist Small ANIMATED OBJECT
with a feat of strength). On their turn in combat, they LVL PH MN DC SPD XP
can implant their eggs in a paralyzed creature. The 1 3 0 14 2 100
young emerge 90 days later, devouring the host from ATK Slam (1d6)
the inside and killing them. Remove impairment
destroys the eggs. Medium ANIMATED OBJECT
LVL PH MN DC SPD XP
ALLIGATOR / CROCODILE 3 4 0 15 2 300
ATK Slam (2d6)
LVL PH MN DC SPD XP
3 5 1 15 2 (S2) 300
ATK Bite (2d6) or Tail (3d6) Large ANIMATED OBJECT
LVL PH MN DC SPD XP
If the villain you are after has a lair in a swamp, make 5 6 0 14 1 500
ATK Slam (3d6)
plans to wrestle an alligator at some point.
ANGEL APE
LVL PH MN DC SPD XP LVL PH MN DC SPD XP
12 7 6 29 3 (F5) 16950 4 7 1 14 2 (C2) 400
ATK Weapon (2d6 + stun) or Fists (2d6) ATK Claws (1d6), Bite (1d6)
POW Astral Projection, Discern Lie, Heal Wounds,
Invisibility, Light, Negate Power, Polymorph, Apes can stand in for gorillas or even brutish,
Protection, Remove Impairment, See Invisibility primitive humanoids. Apes weigh 400 pounds.
SOR Sorcery pool of 20,000 XP
ASSASSIN VINE
Angels are defenders of all that is right and good. LVL PH MN DC SPD XP
They can assume the shape of any humanoid 4 6 0 15 1 2600
creature and imitate them flawlessly. Creatures ATK 4 x Tendrils (2d6)
struck by an angel's weapon must roll a feat of POW Chameleon, Energy Resistance (All), Iron Grip
constitution or be stunned for 1d6 rounds.
Assassin vines are plant monsters composed of a
ANIMATED OBJECT central root and dozens of tendrils that it can use as
Animated objects are normal, inanimate objects that tentacles. Assassin vines are usually the result of mad
have been given a semblance of life, usually through science or sorcery. Assassin vines can make the
the use of magic. Animated objects are small, squeeze special attack with their vines.
medium or large. An object’s speed is increased by +1
if it has wheels, or if the animated object is a vehicle, BEAR
simply use the normal speed rating for that vehicle. LVL PH MN DC SPD XP
You might want to alter an object's stats based on the 6 7 1 15 2 60
form of the object (i.e. cars might be able to trample). ATK Claws (1d6), Bite (2d6)
Bears can hug in combat for 2d6 damage when they

hit an opponent with their claw attack. Once a victim
36
is in the bear’s grip, they must make a feat of
strength to escape.
BLACK PUDDING
LVL PH MN DC SPD XP
12 6 0 9 1 1800
ATK Slam (2d6 + 2d6 acid)
POW Spider Climb
Black puddings are large oozes from outer space.

They are immune to acid and sense without seeing or
hearing. A black pudding hit by electricity damage
splits into two puddings, each with half the level and
hit points of the original. A black pudding that would
be reduced to less than 1 level is destroyed.
Creatures engulfed by a black pudding suffer 2d6 acid
damage per round and can only escape by making a
superhuman feat of dexterity or strength.
CHAOS BEAST
LVL PH MN DC SPD XP
8 4 3 16 1 2500
ATK Claws (1d6 + corporeal instability) polymorphed human beings under the Black Dragon’s
POW Power resistance (15%) command, and negate power can be used to return
them to their normal state.
Chaos Beasts look like bubbling masses of flesh with
tentacles and fang‐filled mouths. Chaos beasts are
immune to transformation powers. Their touch DEMONS & DEVILS
causes a victim to become an amorphous mass with a HORNED DEVIL
speed of 1. The victim attacks randomly each round LVL PH MN DC SPD XP
(at ‐5 to hit). Each round, the victim suffers 1 point of 10 9 6 30 2 (F2) 9900
damage to their will. At a will score of 0 the victim ATK Bite (2d6) and Trident (3d6) or Claws (2d6)
POW Darkvision, Energy Blast, Energy Resistance (All),
becomes a chaos beast permanently. Each round, the
Frighten, Illusion, Power Resistance 50%,
victim can try a feat of will to return to normal form.
Protection, Regenerate, Teleport
DAEGLO Horned devils have red skin, horns, bat wings, trident,
LVL PH MN DC SPD XP etc. Horned Devils are the foot soldiers of Hell and
8 9 2 16 2 (F3) 800
among the most numerous and commonly
ATK Beak (2d6), Claws (1d8)
encountered devils.
Daeglos are the creations of villainous sorcerer

known as the Black Dragon. All daeglos are actually
37
IMP
LVL PH MN DC SPD XP
3 3 4 20 2 (F2) 4000
ATK Sting (1d6 + poison)
POW Darkvision, Energy Resistance (All), Invisibility,
Polymorph (animals), Poison [sting], Suggestion
Imps are small demons with bat wings. They are used
as tormentors and tempters, and are often
summoned by sorcerers to be helpers and spies.
MARILITH
LVL PH MN DC SPD XP
16 10 6 30 3 15800
ATK 6 x Weapon (2d6), Tail (3d6)
POW Darkvision, Energy Resistance (All), Potent
Attack, Power Resistance 60%, Project Image,
Regenerate, Telekinesis, Teleport, True Seeing,
Wall of Force
Mariliths look like beautiful, six‐armed women from

the waist up and snakes from the waist down. They
can make a squeeze special attack with their tail slap.
Mariliths are especially dangerous combatants.
PIT FIEND
LVL PH MN DC SPD XP
20 12 9 30 2 (F3) 15950
ATK Bite (4d6 + disease and poison), Claws (2d6),
Tail (3d6)
POW Contagion (bite), Correspond, Create Undead,
Darkvision, Energy Blast, Energy Resistance (All),
Firestorm, Frighten, Hold Person, Illusion,
Invisibility, Negate Power, Poison [bite],
Protection, Regenerate, Teleport, Wall of Fire
Pit fiends are massive demons, the very lords of Hell.

They stand anywhere from 10 to 15 feet in height and
have massive horns, large, fang‐filled mouths and
razor‐sharp claws.
38
SUCCUBUS ELEMENTAL
LVL PH MN DC SPD XP Elementals are large entities composed of one of the
6 4 5 20 2 (F2) 11700 four mystic elements. They are usually conjured by
ATK Claws (1d8) or Kiss (see below) sorcerers, but might also be elder things that rise
POW Charm, Darkvision, Energy Resistance (All),
from the earth to punish mankind.
Etherealness, Power Resistance 40%, Read
Minds, Suggestion Many, Teleport
AIR ELEMENTAL
LVL PH MN DC SPD XP
A succubus appears as a seductive woman or man
8 6 3 20 3 (F4) 11000
(usually called an incubus), but their normal form
ATK Slams (3d6)
adds small bat wings and tiny horns to their
POW Energy Resistance (Electricity), Tornado Blast,
appearance. The kiss of a succubus drains a living Wall of Wind, Whirlwind
person of one experience level.
EARTH ELEMENTAL
DINOSAUR LVL PH MN DC SPD XP
TRICERATOPS 8 9 3 18 1 9500
LVL PH MN DC SPD XP ATK Slams (4d6)
16 10 1 18 2 160 POW Earthquake, Energy Resistance (Acid),
ATK Horns (3d6, x2 on charge) Invulnerability II, Move Earth, Stomp
These beasts are 25 feet long and weigh 10 tons. FIRE ELEMENTAL
They have two long horns on their head and a smaller LVL PH MN DC SPD XP
horn on their nose. They cause 2d6 points of trample 8 6 3 18 2 9900
damage to all creatures locked in melee combat with ATK Slams (2d6 + 2d6 fire)
them who fail a feat of dexterity each round. POW Energy Blast (Fire), Energy Current (Fire), Energy
Resistance (Fire), Firestorm, Wall of Fire
TYRANOSAURUS REX
LVL PH MN DC SPD XP WATER ELEMENTAL
18 9 1 12 2 180 LVL PH MN DC SPD XP
ATK Bite (4d6) 8 8 3 20 2 (S4) 6000
ATK Slams (3d6)
POW Energy Resistance (Cold), Quench, Whirlwind
The famous T‐Rex is more than 30 feet long from
(except vortex of water)
nose to tail and weighs approximately 6 tons. Its bite
attack allows it to swallow creatures whole.
ELEPHANT
VELOCIRAPTOR LVL PH MN DC SPD XP
11 8 1 15 2 1200
LVL PH MN DC SPD XP
ATK Slam (3d6), Gore (3d6)
4 7 1 17 3 40
ATK Bite (2d6), Claws (2d6)
Elephants are clever creatures that weigh more than
Velociraptors are swift and clever predators. They a ton. They have a tendency to break out of circuses
weigh about 600 pounds. and run wild. Creatures in melee combat with an
39
elephant must roll a feat of dexterity each round to GHOST
avoid suffering 2d6 points of damage from trampling. LVL PH MN DC SPD XP
6 2 4 14 2 (F3) 8500
FISH MAN ATK Touch (1d6 + 1d4 ability drain) or Gaze
LVL PH MN DC SPD XP POW Darkvision, Etherealness, Frighten, Invisibility,
2 3 4 14 1 (S3) 800 Magic Jar (no gem required)
ATK Weapon (1d8)
POW Water Breathing Ghosts are the spectral remains of living creatures
that have died, usually the victims of murder or
Fish men dwell in cold seas, rising at night to conduct having died with unfinished business. Meeting a
terrible rituals or raid coastal settlements. ghost's gaze causes 3d6 points of damage and
reduces a person’s will by 1d4 points. Will points
FRANKENSTEIN MONSTER return at the rate of one per day.
LVL PH MN DC SPD XP
9 8 1 10 2 2100 GHOUL
ATK Slams (3d6) LVL PH MN DC SPD XP
POW Energy Resistance (Electricity), Invulnerability II 3 4 4 14 2 900
Frankenstein monsters are patchwork monsters built POW Darkvision, Ghoulish Touch
from corpses and animated with electricity or some
other agency of “mad science”. Although Ghouls are risen corpses that feed on both the living
Frankenstein monsters are ostensibly under the and dead. They are usually found in graveyards.
control of their creators, there is a cumulative 1%
chance per round of combat that they go berserk, GIANT
attacking everything in sight and turning on their LVL PH MN DC SPD XP
creators. Frankenstein monsters stand 8 feet tall and 14 10 2 25 2 1400
weigh 500 pounds. They are immune to sorcery. ATK Weapon (3d6) or Fists (2d6)
GENIE Giants are humanoids, usually primitive, that stand

LVL PH MN DC SPD XP 12 to 18 feet tall and weigh more than a ton. Giants
10 6 5 16 2 (F4) 17400 can throw boulders up to 180 feet and can roll feats
ATK Slams (2d6) of dexterity to catch boulders (or other large objects)
POW Create Object, Darkvision, Gaseous Form, Gate, thrown at them and immediately throw them back.
Illusion, Invisibility, Miracle, Whirlwind
GIANT ANIMAL
Genies are sometimes summoned by sorcerers, who Giant animals are like their normal counterparts,
want to make use of their cosmic powers. They are except they have double the Level, add +2 to their
tricky and malevolent, however, and not to be physique rating and they do +1d6 damage.
trusted. Genies are immune to energy attacks.
40
GRIMLOCK KRAKEN
2 5 3 15 2 200 20 12 8 20 0 (S3) 4600
ATK Fists (1d6) or Weapon (1d8) ATK 2 x Tentacles (4d6), 6 x Arms (2d6)
Bite (5d6) against grappled opponents only
Grimlocks are descended from primitive humans POW Darkvision, Fog Cloud (Ink)
who, at some point in time, took to living SOR Sorcery pool of 20,000 XP
underground. Grimlocks are blind, but their other
senses compensate for this, so they suffer no penalty A kraken looks like a massive squid with six tentacles
fighting without light or fighting invisible creatures. measuring 30 feet in length and two more that are 60
feet in length. Krakens are elder beasts and especially
HUMANS intelligent and malevolent.
ORDINARY People
LVL PH MN DC SPD XP LION
ATK Fists (1d6) or Weapon (1d8) 5 6 1 15 2 600
Use these statistics for normal human beings with

Lions are either males wandering alone or with a
little or no combat training. Remember to give them
brother, or in prides of 6 to 10 animals. A lion that
an occupation and the normal +2 bonus to feats
successfully attacks an opponent with both claw
concerning that occupation.
attacks can make two additional claw attacks with its
rear claws at a +2 bonus to hit.
WARRIORS
LVL PH MN DC SPD XP
2 4 3 12 2 300 LIZARDMAN
ATK Fists (1d6+1) or Weapon (1d8+1) LVL PH MN DC SPD XP
2 4 3 15 2 (S2) 400
Use these statistics for trained fighters, soldiers, ATK Bite (1d8), Weapon (1d8)
police officers and gangsters. POW Jump
ELITE WARRIORS Lizardmen might be found in overgrown swamps.

LVL PH MN DC SPD XP They are usually quite primitive. They can hold their
3 6 4 13 2 400 breath for up to 1 hour.
ATK Fists (1d6+2) or Weapon (1d8+2)
MEDUSA
Use these statistics for elite soldiers, assassins, spies, LVL PH MN DC SPD XP
gangster lieutenants and leaders of human warriors. 6 4 4 15 2 4100
ATK Snake Hair (1d6 + poison) or Weapon (1d8)
POW Petrify, Poison (Snakes)
A medusa looks like a woman with snakes for hair

and a gaze that petrifies.
41
MUMMY
LVL PH MN DC SPD XP
8 8 1d8 20 1 2800
ATK Slam (2d6 + contagion)
POW Contagion (Slam), Curse, Invulnerability II
Mummies are the animated corpses of ancient

Egyptian or Mayan kings, queens or priests.
Mummies suffer double damage from fire. At your
discretion, a mummy may have a sorcery pool.
NYMPH
LVL PH MN DC SPD XP
6 4 6 17 2 (S2) 1700
ROBOT
ATK Weapon (1d8) ANDROID
POW See description LVL PH MN DC SPD XP
SOR Sorcery pool of 7,000 XP 4 6 1d6+2 17 2 2800
ATK Slam (2d6) or Weapon (2d6)
Nymphs are nature spirits that appear as beautiful POW Darkvision, Energy Resistance, Invulnerability III
women. They can stun creatures with a glance (feat

of will to resist). Those who look directly at a nymph Androids are humanoid robots that are sometimes
are blinded permanently unless the nymph chooses covered in false skin to make them indistinguishable
to suppress this power. from normal human beings. They take half damage
from energy attacks and are immune to mental
powers. Additional powers can be added to an
ONI
android at the Mastermind’s discretion.
LVL PH MN DC SPD XP
5 6 5 18 2 (F3) 3400
GIANT ROBOT
ATK Weapon (2d8)
POW Darkvision, Polymorph, Power Resistance 50%, LVL PH MN DC SPD XP
Regenerate 18 15 0 30 1 4800
SOR Sorcery pool of 5,000 XP ATK Slams (4d6)
POW Darkvision, Energy Bolt, Energy Resistance,
Invulnerability III
Oni are Japanese ogres with magical powers. An oni is
10 feet tall and solidly built, with a grimacing red
Giant robots are one of the hallmarks of mad science.
face, horns and fangs.
They are usually 15 to 20 feet tall. Giant robots take
half damage from energy attacks and are immune to
mental powers.
42
GUARDIAN ROBOT Giant scorpions can be found in radiated deserts or
LVL PH MN DC SPD XP the menageries of sorcerers and scientists. Giant
15 8 0 24 2 4200 scorpions can fight blind using their tremor sense.
ATK Slams (2d6)
POW Darkvision, Energy Resistance, Invulnerability III, SHAMBLING MOUND
Shield Other
LVL PH MN DC SPD XP
8 5 3 20 1 2100
These robots are about 8 to 10 feet tall and usually ATK Slams (2d6)
used to guard an installation, or as bodyguards for POW Energy Resistance, Iron Grip, Speak to Plants
scientific villains. They take half damage from energy
attacks and are immune to mental powers. The Shambling mounds appear to be heaps of rotting
robot’s Shield Other power only works on its master. vegetation. They are actually intelligent, carnivorous
Additional powers can be added to the guardian plants. A shambler’s brain and sensory organs are
robot as desired. located in its upper body. A shambler’s body has an
6‐foot girth and is about 8 feet tall when the creature
SPIDERBOT stands erect. It weighs about 3,800 pounds.
LVL PH MN DC SPD XP
10 10 0 21 3 7300
SHARK
ATK 4 x Claws (3d6), Bite (2d6), Eye Ray (see below)
LVL PH MN DC SPD XP
POW Darkvision, Energy Bolt (Eye Ray), Energy
3 5 1 15 0 (S3) 1550
Resistance, Invulnerability III, Petrify (Eye Ray),
ATK Bite (2d6)
Spider Climb
Most sharks measure from 5 to 8 feet in length, while

Spiderbots are shaped like giant arachnids and
larger sharks can exceed 20 feet in length. In the
usually designed to retrieve people or things for their
presence of blood, they fight under the effects of the
scientific masters. Spiderbots take half damage from
Heroism power.
energy attacks and are immune to mental powers.
ROC SKELETON WARRIOR

LVL PH MN DC SPD XP
LVL PH MN DC SPD XP
1 3 0 15 2 700
18 10 1 17 1 (F3) 1900
ATK Claws (1d6) or Weapon (1d8)
ATK Talons (4d6), Bite (3d6)
POW Energy Resistance (Cold)
Rocs are giant birds, large enough to snatch up

These are animated human skeletons created using
elephants or cantankerous sailor men.
Create Undead. Skeletons are immune to damage
from cold and take half damage from attacks from
SCORPION - GIANT non‐blunt weapons.
LVL PH MN DC SPD XP
5 6 1 16 2 1700
ATK Claws (2d6), Sting (1d6 + poison)
POW Iron Grip, Poison (Sting)
43
SNAKE - CONSTRICTOR TARASQUE (GOD-MONSTER)
3 5 1 15 2 (C2) 400 35 15 3 35 2 9300
ATK Bite (1d4) ATK Bite (4d10), Horns (1d10), Claws (1d12), Tail
POW Iron Grip (3d8)
POW Energy Immunity, Force Immunity, Frighten,
Use these statistics for boas and anacondas. A Power Resistance 70%, Regenerate, Stomp
constrictor can make a squeeze special attack with a
successful bite attack. Some have a swim speed of 2. The Tarrasque is a 70‐foot long reptilian monstrosity.
It dwells within the earth, emerging once a
SNAKE - VENOMOUS millennium to destroy everything in sight. The mere
sight of the creature Frightens. It can use the swallow
LVL PH MN DC SPD XP
1 2 1 17 2 1200 whole special attack with its bite. Its reflective hide
ATK Bite (1d4 + poison) or Spit (Poison) reflects all energy and force powers, with a 30%
POW Poison (Bite, Spit) chance of them being reflected back at the power
user. A Tarrasque is immune to poison and disease
The venomous snakes include cobras, asps, vipers, and has power resistance 70%. The beast can only be
etc. Villains enjoy putting several vipers in the bottom slain by reducing it to 0 hit points and then using the
of pit traps. Some have a swim speed of 2. Miracle power. Otherwise it merely retreats back into
its lair to sleep another 1000 years.
SPIDER - GIANT
LVL PH MN DC SPD XP TIGER
ATK Bite (1d6 + poison) 6 7 1 14 3 800
POW Poison (Bite), Spider Climb ATK Claws (2d6), Bite (2d6)
Giant spiders are about the size of dogs and can be
quite intelligent. Tigers measure 9 feet in length and weigh about 500
pounds. A tiger that hits an opponent with both claw
SQUID, GIANT attacks rakes with its rear claws for two more attacks.
LVL PH MN DC SPD XP
12 9 1 17 S3 2500 TITAN
ATK 10 x Tentacles (2d6) LVL PH MN DC SPD XP
Bite (3d6) against grappled opponents only 20 20 15 30 3 23150
POW Fog Cloud (Ink), Iron Grip ATK Weapon (5d6) or Fists (3d6)
POW Call Lightning, Charm, Darkvision, Ethereal.,
Giant squids are more than 20 feet long and very Invulnerability II, Heal Wounds, Hold Person,
clever for animals. They can make the squeeze special Illusion I, Invisibility, Invisibility Purge, Levitate,
attack with their tentacles. Negate Power, Polymorph, Pow Resistance 50%,
Summon Creature
44
Titans are godlike giants from Greek mythology. In a Creatures wounded by a bat swarm lose 1 hp per
pinch they can be used as stand‐ins for the gods. round to bleeding until the cuts are staunched.
Titans are 25 feet tall and weigh about 7 tons.
RAT SWARM
VAMPIRE LVL PH MN DC SPD XP
LVL PH MN DC SPD XP 4 2 1 14 1 (C1) 1400
10 7 5 20 3 12150 ATK Swarm (1d6 + contagion)
ATK Slam (2d6) or Bite (1d6 + vampiric touch) POW Contagion (Swarm)
POW Darkvision, Dominate, Energy Resistance (Cold,
Electricity), Gaseous Form, Hypnotism, SPIDER SWARM
Polymorph (Bat, Wolf), Regenerate (Coffin), LVL PH MN DC SPD XP
Spider Climb, Suggestion, Summon Creature 2 1 0 17 1 1500
(Bat or Rat Swarm), Vampiric Touch (Bite) ATK Swarm (1d6 + poison)
POW Poison (Swarm), Spider Climb
Vampires are undead creatures that feed on the
blood of living beings. They are intelligent and strong WEREWOLF
and very dangerous. Vampires are skilled at LVL PH MN DC SPD XP
masquerading as living humans, but must return to 8 6 3 19 3 2500
their coffins in the daytime. Sunlight inflicts 1d6 ATK Claws (2d6), Bite (2d6 + contagion)
points of damage each round to a vampire, and light POW Contagion, Regenerate (Except from Silver)
based attacks deal double damage to them. Vampires
cannot cross running water and recoil from holy A werewolf is a human who assumes a hybrid man‐
symbols unless they roll a feat of will to resist their wolf form or the form of a wolf. Victims of a
power or to make a successful attack against the werewolf's bite must roll a feat of constitution or be
holder of the symbol at ‐5 to hit to knock it from their infected with lycanthropy, becoming a werewolf at
grasp. Creatures that die from the vampire's bite rise the next full moon.
as vampires under the control of their creator until
they have killed at least 13 people, at which point WOLF
they become independent vampires. LVL PH MN DC SPD XP
2 4 1 14 3 200
VERMIN SWARM ATK Bite (1d8)
A vermin swarm covers a 10 square foot area.
Swarms can only be damage with blunt attacks A person bit by a wolf must make a feat of strength
(minimum damage) or area attacks. A creature or dexterity to avoid being knocked to the ground
covered by a swarm must roll a charisma feat each and savaged by any wolf within 5 feet for an
round to do anything other than swat at the swarm. additional 1d6 points of damage.
BAT SWARM
LVL PH MN DC SPD XP
3 2 1 16 1 (F2) 400
ATK Swarm (1d6)
45
ZOMBIE
LVL PH MN DC SPD XP
3 4 0 11 1 600
ATK Slam (1d6)
POW Darkvision
Zombies are corpses animated by means of the

Create Undead power. Zombies are mindless, having
a mental feat value of 1 and complete immunity to
mental powers. They take half damage from non‐
slashing attacks.
SWIFTARROW (Level 11 Scientist)

First Appearance: Golden Lad #1 (1945)
Swiftarrow is secretly John Dart, crusading editor of the Weekly Star. He uses the fighting prowess learned as a commando and his
expertly crafted crossbow and special arrows to fight crime in the roughest parts of town.
Powers: Super Dexterity +6, Weapon Master (Crossbow), Science Pool 15,000 XP
Gear: Crossbow, Arrows (invested with powers from his Science Pool, such as Sleep or Web)
46
SHORE CITY!
A Sample Setting for Mystery Men!
Many fantasy role playing games have as their setting How Wide is the World?
a vast dungeon or a series of dungeons that are
explored. Fantasy role playing relies on a parade of The world of your campaign can be as vast or compact
fantastic places, people and things, each presenting as you like, and can draw on as many or as few
challenge and rewards to a band of adventurers on fantastical elements as you like.
their way from being novices to being the masters of
A city usually lies at the heart of a campaign, whether
their world.
it is a real city like New York, or an imagined city like
Comic book games work a bit differently. Comic book "Center City" from the Cat‐Man comics or the "Shore
stories usually revolve around a villainous plot to do City" presented in this volume. The advantage of using
harm to a person, place or thing (or all three, or every a real city is obvious ‐ one can find multiple maps
person, place or thing in the world!). The action online of most major cities, along with addresses of
involves not only fighting the villain and his allies, but nearby businesses, etc. The advantage of an imaginary
in tracking down the villain and unraveling his plot. city is the control it permits the Mastermind. The
The key questions become the five W's ‐ Who? What? imaginary city can have anything in it the Mastermind
Where? When? Why? needs and can be modified and expanded as the
Mastermind requires.
A setting provides the answers to these questions and
the locations where these answers, and the inevitable If you are working on a very low power, street level
slugfests, can be found. For clues to make sense, they campaign of two‐fisted heroes and racketeers, you
should be grounded in a setting that players can need never explore outside the city. Its myriad streets
investigate. A setting and characters that are used and citizens are enough to fuel any number of game
over and over again make it possible for the players to sessions. If you are working with more powerful
make connections that one‐shot settings do not. heroes, you might want to consider the world outside
the city. Perhaps it is also based on the real world we
As the game's Mastermind, you can certainly set your live in, following the same geography and history.
games in the real world. One's own home town is an Maybe your imaginary city, if you use an imaginary
excellent place to set games, because the players city, is the only thing imaginary about your campaign.
already have a working knowledge of the place and On the other hand, maybe your campaign world has a
how it works. You can also set your games in an divergent history ‐ the Axis wins World War II, or
imaginary world of your own creation. This imaginary World War II never ends, or World War II is eclipsed
world is usually called a "campaign world", for it is by an alien invasion. Perhaps your world has
where the series of super heroic adventures, like a imaginary countries in it as well, perhaps a state ruled
series of battles in a military campaign, will take place. by a mad dictator in the heart of Europe. Sometimes,
47
48
the joy of an imaginary world is the sly literary the heroes will interact often ‐ the mayor, chief of
references and inside jokes it allows the Mastermind police, district attorney, public defender, private
to share with her players. investigators, scientists and professors, crime bosses,
etc. If you think it's important to know who the local
Where to Start? high school principal is, include him. If not, leave it
blank for now ‐ you might need the principal to be a
If you are using the real world as your campaign, your
relative of a hero later, so better not to get ahead of
job is as good as done. You can find road maps and
yourself. Throw in some descriptive text for these
guides to real cities on the internet or in your public
people ‐ what they look like, their personalities, secret
library; supplement these with a few notes and you
goals or skeletons in their closet. You want these
are ready to play.
people to be touchstones for the campaign. Maybe
If you are using an imaginary city, you have a bit more Mayor Donaldson has gambling debts, or the daughter
work ahead of you. The key here is to do no more of the police chief is a secret super villain ‐ comic
than you need to do to run your adventures. The books are usually over the top, so don't worry too
reason for your imaginary world's existence is to serve much about plausibility.
as a setting for comic book adventures. Filling in every
Now that you have the people and places of your
possible detail is usually wasted effort. Keeping lots of
heroes' home town, you can think about going further
blanks gives you more time to work on the
afield. Again, you might just want to use the real
adventures, and also allows you to add things as the
world with a few fictional characters thrown in. If you
campaign and the players involvement in the
want to throw in more fictional cities, countries,
campaign grows.
planets, etc., it will probably suffice to name them and
Start with a city. Come up with a name, usually one give brief descriptions of them. Until the heroes are
evocative of the wider setting. Many comic book cities winging their way to Silverado City or New Plymouth,
are based on real cities and incorporate things those you don't need to put much work into them. If they
cities or regions are famous for in the name ‐ an are taking a trip, you'll need to draw a map (maybe
imaginary city based on New York, for example, might less extensive than the map for your home city) and
be called Empire City or New Amsterdam. For Mystery create characters and locations for it.
Men!, I decided to make an imaginary city on the
shores of the Great Lakes named Shore City. Shore City
Once you have a name, you can work on a map. Again, Shore City, "Jewel of the Great Lakes", is a major
the map of a real city can serve as a ready guide. metropolitan area on the shores of the Great Lakes.
Shore City, for example, is based on the streets of Located in Lake County, Ohio, Shore City is known as
Cleveland, the original home of the world’s first comic both a center of industry and a hub for crime in the
book super hero. You'll want to make a map the upper Midwest. Like most major cities, Shore City has
players can use for navigation, noting important port facilities, an international airport and rail service.
locations on the map and providing a guide for the
Shore City, in this tome, exists in a somewhat timeless
players. You might also want a separate Mastermind
state so that Masterminds can use it for Golden Age,
map on which you can note secret locations. Silver Age, Bronze Age or Modern Age games.
Once you have established the “where”, you need to Although an original creation, Shore City and its world
start filling in the “who”. Focus on people with whom make use of some characters, places and things
49
invented by other comic book creators that are now in a couple blocks south of the university. A graduate of
the public domain. I personally have an appreciation SCU, Wainwright's scientists and technicians work
for little known characters and a fondness for stringing closely with SCU's students and faculty.
disparate creations together into a workable whole.
One of the inventions at Wainwright, an android that
Shore City can be roughly divided into a number of perfectly imitates a human being in form and
neighborhoods, each with its own character and crime personality (with only slight glitches due to sunspots),
problems and each with a number of important has been too successful. Mr. Wainwright has been
locations and people that should come in handy when replaced by his own invention, and other scientists are
Masterminds are plotting an adventure. What follows being replaced as well ‐ twelve in all. The androids
is a quick description of each part of town, some plan to gain access to the atomic power plant [32] and
random crimes and events that might befall a hero use it as a means to take control of the city.
patrolling that part of town and then a description of
the key locations in the part of town and the people 2. Swisslakia Social Club: David, the boy king of
that heroes might find there. Swisslakia, dissolved his country and moved every
single person to the United States to escape the
Important: This is just a rough guide to an imaginary Second World War. The Swisslakians are now
place. At its heart, it is based on the classic, timeless American citizens (there was a Swisslakian Battalion in
comic books of the 1940s through 1960s. If you are a the US Army), but they retain a deep love of their
Mastermind wishing to use Shore City, feel free to country and culture. The club is open to Swisslakians
personalize and change it. Don't be afraid to use what and their guests and features a rathskeller, fine dining
you like and throw out what you do not! and a smoking lounge on the ground floor and offices
and royal apartments on the second story. One of
College Town those offices belongs to the Clue Club, a group of
College town is a lower to middle class suburb plucky young Swisslakian sleuths funded by the Boy
centered on the campus of Shore City University (Go King and sometimes joined by him when he is in Shore
Gladiators!). SCU was founded in the 1850's and has City. There is a 1 in 20 chance that the Boy King is
developed into a fine center of technical and visiting the club at any given time. Goliath is usually
engineering studies. left to stand guard in the harbor.
Patrol Events BOY KING (David of Swisslakia, Ex‐Monarch): Adventurer Lvl

1 Petty theft (bicycle, wallet, purse) 7; STR 3, DEX 5, CON 3, INT 3, WIS 2, CHA 4; HP 35, DC 11,
2 College kids staging a protest, with a 1 in 6 chance of ATK +0, SPD 2; POWERS: None; GEAR: Goliath, sword;
ne'er‐do‐wells causing a riot FLAWS: None.
3 Serious crime (car theft, violent mugging, murder)
4 Scientific invention on campus or in Wainwright Labs GOLIATH (Animated Stone Statue): Level 20; PH 20, MN 1;
goes awry ‐ atomic pile goes critical, frankenstein goes HP 80, DC 27, SPD 2; ATTACKS: Fists 4d6; POWERS: Power
berserk, giant robot on rampage Resistance 50%.
5 Thugs of mad scientist stealing technology from
Wainwright Labs 3. Mercy General Hospital: Mercy General is the
6 Scientific super villain shows up to battle local heroes
oldest hospital in Shore City, and the most respected
thanks to its crack surgical staff. Head of surgery is Dr.
1. Wainwright Labs: Wainwright Labs was founded by Paul Grammercy, who doubles as the mysterious Dr.
millionaire inventor Charles Wainwright, taking space Mercy when not saving lives. Mercy General is a four
50
story building with several sub‐basements (some long 6. Cryogenics Laboratory: Started by Dr. Sigmund
forgotten and perfect for the mad scientist who needs Parsons, the cryogenics laboratory seeks to freeze
test subjects) modern x‐ray equipment and several people just before they die so that they may be
ambulances. The hospital is run by the mysterious St revived later when a cure for their disease has been
Cuthbert Society, a secret society with ties to the discovered. They keep dangerous chemicals on site,
Knights Templar. The Society funds the rescue and the police are suspicious of the operation.
adventures of Captain Drake Foster, ace pilot and
7. Dance‐A‐Go‐Go: Located where Old Town and
humanitarian. The society's on‐site manager is Dr.
College Town meet, the discotheque has become a
Martin Lamar, an old doctor hailing from New Orleans
with a down‐home manner and a taste for crawdads. persistent problem for the local police, not only
because of scuffles and drunkenness, but because it is
DR. MERCY (Dr. Paul Grammercy, Surgeon): Adventurer Lvl a hub for the many illegal activities in Shore City,
5; STR 3, DEX 3, CON 2, INT 5, WIL 5, CHA 6; HP 25, DC 10, especially involving the younger set. Johnny Splendor,
ATK +4, SPD 2; POWERS: Super Charisma +2, Super Will +2; crime boss of College Town, has his headquarters
GEAR: Medical tools, when needed; FLAWS: None.
above the discotheque, and employs some of the kids
4. Shore City University: Shore City University has a as unwitting pawns. The headquarters is guarded by
large campus of twenty buildings, many laboratories, four goons. Splendors armored limousine is kept in
an astronomical observatory, an experimental atomic the alley behind the place for quick getaways.
pile and six dormitories. The school's mascot is the
Downtown
gladiator and its athletic clubs play in the neighboring
Claude Stevens Memorial Stadium, named for a Downtown is composed of tall office buildings in the
popular professor and ornithologist who was center, and smaller office and retail buildings on the
senselessly murdered by racketeers. His son, Ken periphery. In the daytime, the pedestrians are mostly
Stevens, is a biology professor at the university. white collar workers, government workers and
captains of industry. At night the sidewalks are filled
5. Third Eye Books: Third Eye is a quirky little shop with revelers seeking theaters, restaurants and night
nestled between a locksmith and a talent scout's clubs. Downtown has the greatest concentration of
office. The bookstore is kept dim and has some small police in the city, but also the greatest concentration
tables and chairs for coffee drinkers and a maze of of wealth, keeping those police officers busy.
shelves with everything from German poetry, old
college text books and all manner of genuine and false Patrol Events
occult works. A trapdoor behind the counter gives 1 Mugging or other petty theft
2 Suicide attempt ‐ person threatening to jump from
access to the cellar, where any number of weird things window
can be placed by an enterprising Mastermind. Occult 3 Carjacking ‐ car chase to ensue
detectives, mystics and sorcerers will doubtlessly 4 Building is on fire ‐ major emergency
know of this place and probably visit it from time ‐ 5 Bank robbery ‐ 1d6+2 armed thugs with getaway car
6 A super villain is attacking a government building,
assume a 1 in 6 chance per visit of running into a objective conquest
sorcerous hero or villain. The owner, Misty Rains, is a
bit of a kook, but very friendly and quite
knowledgeable about her stock. Like most bookstores, 8. Shoreline Apartments: The Shoreline Apartments is
the Third Eye has a resident cat called Steptoe. the city's premier building, hosting magnates,
politicians and celebrities. It is constructed in the
51
international style, and boasts a gymnasium, rooftop controls several international criminal gangs and has
pool and helipad. The penthouse is owned by Senator spies and operatives in every major government and
Henry Knight, though it is usually occupied by his corporate boardroom in the world. He likes to think of
daughter Sandra, the fabulous Fantome. A secret himself as Earth's secret emperor.
elevator shaft, just large enough for herself, allows her
10. Amalgamated Insurance Building: The first
access to a secret vault in the subterranean garage,
skyscraper in Shore City, it stood an impressive 55
where she keeps a black sports car. The doorman is
stories tall when completed in 1928. Stories say that a
Alex Trevino, a family man from the East Side who
few prominent gangsters form the foundation of the
does his best to keep ruffians out of the building.
place, and the ghost of Jimmy "The Nut" Levine,
9. Mangor Industries: Mangor Industries occupies this famed gang boss of the Waterfront is said to walk the
entire 80‐story building. The most technologically halls. This might be true, given that a secret vault in
advanced building in Shore City, it is constructed in the basement holds $5,000,000 in stolen art treasures.
the modernist style. The top three floors are the Besides Amalgamated, which takes the top seven
offices and living quarters of Max Mangor. They floors, there are a number of insurance, law and real
feature bullet‐proof glass, infrared beams to detect estate offices in the building. Amalgamated's top
intruders, close circuit security cameras, tungsten‐ agent, Charles Grey, has a number of big accounts
steel blast doors that can be triggered with the press and, due to the rather common occurrence of super
of a button on Mangor's lapel and other wonder's that slugfests, makes a fine living on the expensive
have sprung from his fertile mind. Mangor's private insurance policies of Shore City's real estate.
secretary is Cherelle Hoover (Lvl 4, 16 hp, stun gun
11. Shore City Police Headquarters: The SCPD has its
and pepper spray), a former secret service agent with
ties to European crime families. Cherelle had a brief headquarters in this twelve story building. The
building is more secure than most (though not as
affair with Bob Dart, editor of the Weekly Star, that
secure as the Mangor Building). An underground
did not end well. His head of security is Gil Johnson
(Lvl 5, 18 hp, handgun), ex‐commando and soldier of parking garage (two levels) holds police units and
motorcycles. Shore City has both an elected police
fortune.
commissioner, Timothy Knight, and a police chief,
Mangor's sub‐basements have the highest possible Michael Davison. Knight is the younger brother of
security (superhuman effort to get past the laser Senator Henry Knight, and thus the uncle of Sandra
beams, acid pits and computer locks) and hold his Knight, the Fantome (though he doesn't know about
newest inventions, including a suit of powered armor her heroic identity). He and Davison don't always see
soon to be offered to the highest bidder, a belt eye‐to‐eye on crime fighting techniques, Davison
intended to render a person invisible (still not working being an old hand who rose through the ranks and
properly) and a guardian robot made to look like a fought many a gangster and racketeer. The best (and
supermodel. The robot, codenamed Project Jan, is most honest) man on the force is Lt. Scott Morrison, a
intended to become Mangor's “girlfriend” and round‐ 15 year veteran of homicide and occasional ally of the
the‐clock bodyguard after his publishing interests mysterious Black Fury.
make the world believe that she is a supermodel.
12. Planet Communications: Planet Communications
Mangor, aside from being a wealthy inventor, scientist is a media conglomerate that started as a newspaper,
and philanthropist of the highest order, is also a the Daily Voice, in the late 1800's. Founded by W.
supervillain. Although he works behind the scenes, he Griffith Goncey, his great‐grandson Louis is now
52
largest shareholder and chairman of the board. Planet 17. The Old Mercantile Exchange: The Mercantile
is the hub of a worldwide network of television, radio Exchange dates from the late 19th century and hosts a
and newspapers, though they have never gotten their commodities exchange and a business bank. President
hands on privately held WEGG. The building has 75 Robert Walker represents the oldest of the city's old
floors, with the lowest 10 and top 6 occupied by money, with a family line that dates back to the
Planetary and its media subsidiaries. The building pioneer days in the late 18th century. The vault is
includes television studios, radio studios and presses located in the cellar, and though fairly old it has a very
down in the basement. modern lock that takes a heroic effort to crack. A staff
of six armed guards is always on duty at the Exchange,
13. City Hall: This is Shore City’s new city hall, built a and the vault holds 1d10 x $500,000.
few blocks from the old city hall in the international
style. The old hall is now occupied by government 18. Mayor’s Mansion: Mayor Jonathan "The People's
offices (state, local and federal). Mayor Davis has his Friend" Davis makes his home here, with his wife of 20
offices in this 20 story building. It has a security staff years and his five children (Thomas, the youngest at
of 20 police officers. 16, having fallen in with a bad crowd). The mansion is
guarded by four armed guards and secret serviceman
14. Federal Building: Shore City's federal building, Miguel Flanagan (codename Chattanooga, Lvl 6, 25
constructed in the Art Deco style during the Great hp) guards him and his family day and night. The
Depression, houses the federal courts and the local mayor's residence was constructed in the mid‐19th
branches of the Secret Service, FBI and Department of century in the Beaux‐Arts style, but it has all the
Space (mostly as a liaison for Mangor Industries). The modern conveniences. The mansion's vault holds
honorable Andrew Kane, federal judge for 20 years, is various important papers, and the halls play host to
the grand old man of Shore City’s judiciary. about 1d6 x $10,000 worth of art.
15. Imperial Building: This beautiful art deco 19. McTate & Mann Advertising: McTate & Mann is
construction is the tallest in Shore City. It is 103 the city's premier public relations firm, having
stories, with two sub‐levels atop an abandoned contracts with several local corporations, including
subway station. Businesses in the Imperial Building Mangor Industries and the Golden Gladiators (super‐
include the Tick Tock Diner on the first floor, the Blue heroes cause a great deal of collateral damage and
Velvet Room on the second floor and the secret public relations is imperative). Derrick McTate runs
headquarters of the Golden Gladiators on the top the show these days, with Ernie Mann having retired.
floor. Building security employs 30 guards. The first His top person is Laura Sanderson, who handles the
sub‐level holds maintenance and security facilities. Golden Gladiator's account. Laura has an unfortunate
16. Stan's Red Cup Cafe: Stan's is a venerable old gambling habit, a habit that Max Mangor knows and
coffee shop that has been serving business people and has filed away for later use.
downtown shoppers for three generations. It is 20. WEGG Radio Building: One of the taller buildings
currently run by Mike Gross, the grandson of the in downtown is topped by a large broadcast antenna.
founder, Stan. Stan's serves breakfast and lunch and WEGG radio is the local radio powerhouse,
late night desert. The corner booth has been rigged by dominating the ratings and specializing in new
Black Fury to allow for quick escapes into a bricked up broadcasts. WEGG is owned by Eustace Gable, who
cellar that opens into the alley behind the café. would prefer an all‐news format, but has begrudgingly
consented to play rock & roll. His top news person is
53
Penelope Kirt, a local girl done good who was born clashed many times with Chattanooga [18].
and raised in Old Town and who served some time as
24. First National Bank: Shore City’s First National
a war reporter overseas. More than a few local
Bank is located in a large, art deco building with
politicians have had to go through the ordeal of a Kirt
interview and all the local celebrities fear the sharp twenty stories, many of them occupied by the bank
and its staff. The president of the bank, Steven
tongue of Benny Petron, morning shock jock.
Hooper, is a hard‐nosed financier with a shock of silver
21. Lake County Power: Lake County power has a hair. He has been through a dozen booms and busts.
monopoly on power generation in Lake County, of
which Yorktown is the county seat and Shore City is East River
the largest community. This building houses LCP's In the old days, this was the upper class neighborhood
corporate offices and their central computer. The of town. Now, the East River neighborhood is a lower
president, Debra Mendez, has an office on the bottom to middle class neighborhood of white collar workers
floor because she's deathly afraid of heights. from Downtown, blue collar workers from the
Industrial Corridor and Waterfront and a few hipsters
22. Star Building: The Weekly Star has its offices here
renovating old brick warehouses to be used as
in a three‐story masonry building originally built in the
riverfront apartments.
1890's and thus highly ornamented. The Weekly Star's
editor is Bob Dart, secretly the mystery man called Patrol Events
Swiftarrow. The presses are in the basements and the 1 Petty theft (bicycle, wallet, purse)
southern quarter of the building is given over to 2 Gang activity
3 Serious crime (car theft, violent mugging, murder)
distribution. The Weekly Star is more of a
4 Domestic dispute
newsmagazine than newspaper, and it tends to take a 5 House or building fire
hard line on racketeers and political corruption. Bob 6 Something unwholesome crawling out of the river
Dart has few friends in high office and Max Mangor's
private secretary, Cherelle Hoover, had a brief affair
25. Fireball Field: The Shore City Fireballs play their
with him that has left her rather bitter. Dart's star
games here, competing in the North American League.
reporter is Scott Morrison, who has many dangerous
The club’s headquarters is located next to the field in
contacts in the local underworld, as well as some
a three story office building famous for its bright
informants on the police force.
orange paint. The Fireballs have not won a North
23. Brazonia Petroleum SA: The state‐owned oil American League championship in thirteen years, but
company of Brazonia, a South American nation they have very loyal fans. Games are played under
nestled between Brazil and Venezuela, has its tight security, given the tendency of super villains to
American headquarters in Shore City because it owns use major televised events to make long‐winded
a controlling interest in offshore oil fields in the Great soliloquies about their plans to rule the Universe. The
Lakes. The local chief of operations is Adan Casares, a Fireball's colors are red and white, with yellow trim.
hawkish man with a sharp head for business. He is
26. The Bon Ton Mall: The Bon Ton is a modern
well known for his opulent suits and expensive Cuban
enclosed mall located just outside downtown.
cigars. Adan runs a spy ring ‐ corporate espionage ‐ in
Depending on the time period in which you set your
Shore City that extends throughout the United States.
game, the stores will either be local or consist mostly
His spy chief is Vinicio Gaytan, who can claim credit to
of national chains. Mall security is fairly lax (normal
no fewer than three coups in banana republics. He has
54
humans, no guns). The mall is a two‐story structure Shore City International Airport, which is bordered by
with a large fountain in the central rotunda. warehouse facilities.
27. Shore City Savings & Loan: Shore City Savings & Patrol Events
Loan has its main branch and offices in a three‐story 1 Labor strike threatens to become violent, maybe
building here. The building is fairly boxy and spurred by foreign agents
2 Truck hi‐jacking (probably by gangsters)
uninteresting. It is protected by four armed security 3 Warehouse robbery
guards. It has a sturdy vault that carries 1d6 x 4 Factory accident (chemical fire, explosion)
$150,000 and safe‐deposit boxes that contain about 5 Super villain attack on a factory or the airport
1d4 x $30,000 worth of stock certificates, jewelry and 6 Major event at the Atomic Power Plant
other valuables. The president of the savings and loan

is Montgomery Fletcher, a man with a keen business 29. Shore City International Airport: Shore City
sense and a willingness to bend the rules to close a International handles hundreds of flights each day.
large deal. His wife, Gloria, is considerably younger The airport is run by Ofelia Harrel, the daughter of
than him and is locally famous as the weather girl at famed pilot Joseph “Zip” Harrel. Besides the domestic
Planetary Communications. and international carriers, the airport also handles
private planes and helicopters, including the cargo and
28. Municipal Zoo: Shore City’s municipal zoo is rightly
rescue aircraft of the St Cuthbert Society's ace pilot
famous for its well‐tended gardens, interesting
Captain Drake Foster.
enclosures and its collection of rather odd hybrid
creatures (including an owlbear and hippogriff) taken 30. Acme Aviation: Acme Aviation is involved in
from the nefarious Doctor Allirog after that villain was aircraft design, partnering with various manufacturers.
apprehended by Captain Future. The zoo is also home Much of its business is involved in designing, building
to a a family of three giant, white gorillas. The giant and testing prototype aircraft and engines. Lance
gorillas unbeknownst to the zoo staff, have psychic Gallant’s brother Michael was a test pilot before
powers. The gorillas control the zoo and use some of sabotage ended his life.
the smaller animals to conduct heists in Shore City.
The zoo’s director is Wallace Greenbaum, a balding 31. Gallegos Ball Bearings Factory: Enrique Gallegos
gentleman with an religious fervor for conservation. came to America from the Philippines with nothing
but the shirt on his back. Settling in Little Asia, he
HIPPOGRIFF: LVL 3, PH 5, MN 3, DC 15, SPD 3 (Fly 4); hustled and saved and started a business that
ATTACKS: Claws (1d6) and bite (1d8); POWERS: Darkvision.
eventually turned into this factory. Enrique now
OWLBEAR: LVL 5, PH 6, MN 3, DC 15, SPD 2; ATTACKS: Claws spends his days in retirement in his mansion in the
(1d6) and bite (1d8); POWERS: Iron Grip. West River neighborhood while his daughter Lydia, a
keen go‐getter with an Ivy League education, runs the
PSYCHIC GORILLA: LVL 5, PH 6, MN 6, DC 15, SPD 2; factory.
ATTACKS: Claws (1d6) and bite (1d8); POWERS: Charm
Many, Dominate, Mind Reading, Telekinesis. 32. Mangor Research: Mangor Research is a research
and development facility for weapons systems with
Industrial Corridor
several military contracts. The laboratory is currently
The industrial corridor of Shore City extends for many working on the next generation of missile guidance as
miles and forms the backbone of the city's economy. well as the military applications of light, including
The largest development in the corridor is, of course, destructive lasers and invisibility. The head of research
55
is the lovely and devoted Dr. Stephanie Kane. between three and four stories tall.
33. Atomic Power Plant: This power plant was Patrol Events
originally a research project of the university's physics 1 Mugging, harassment, vandalism, petty thefts
department, but has since been taken over by the 2 Robbery of a shop ‐ brick through a window
3 Gangster activity ‐ threatening a shopkeep, a drive‐by
power company. The plant has three reactors and an shooting
excellent safety record (aside from producing two 4 Tenement fire (50% chance of a child trapped inside)
atomic supermen and a radioactive monster). Chief 5 Drug activity (dealing, violence)
engineer Monte Hooper, a graduate of SCU, does his 6 Assassination by 1d4+1 ninja (elite warriors with
invisibility power)
best to keep things running smoothly, while plant
manager Jamison McDaniel schemes to take the job of 36. Tattoo Emporium: Qiu Gang, an elderly first
his boss, Debra Mendez. generation immigrant from China, runs this tattoo
34. United Motors Plant: The United Motors Plant emporium. He employs three younger men and
covers 60 acres and produces both sedans and vans. women, who do a fair business with sailors and young
The plant consists of three factory buildings and a tough guys. The parlor's entrance is in the alley behind
three‐story office complex. It is run by a cigar‐ the building, a brick tenement of four floors.
chomping autocrat named Benito Santiago, a 37. Oolong Tea Room: This comfortable tea room
company man with high blood pressure and a knack occupies the ground floor of a three‐story brick
for angering the local labor union. building. Run by Madame Lei‐Ti, daughter of Dr. Wu
35. Stross Chemicals: R. G. Stross started this chemical Chang, a drug lord who runs his operations from the
company during the war, making acids for military cellar. Wu Chang employs four elite bodyguards
applications. The metal building has a dozen vats that armed with hand guns. Lei‐Ti also offers her services
are now mostly used for mixing paint thinner. Stross as a reader of palms and in this way makes contacts
still shows up for work every day, though he is bound with many upper class men and women.
to a wheelchair. His junior partner, Cathryn Blevins 38. Friends of Tibet: Although maintaining its
oversees most of the day‐to‐day operations. Stross independence thanks to the bravery of such heroes as
has recently been overheard at the Millionaire’s Club Amazing Man, the Flame, Green Lama, the Human
making claims of a great chemical discovery that will Meteor, Mr. Mystic and Wonder Man, Tibet remains
out his company back on map. under siege by the communist Chinese. The Friends of
Tibet society is an aid society that also acts as a
Little Asia
contact house for agents of Tibet. There is a 1%
Ostensibly the southern leg of Old Town, this chance per visit that one of the aforementioned
neighborhood has long been favored by new heroes is on premises.
immigrants from Asia. Roaming through the area, one
39. White Tiger Martial Arts: Zhong Bai is the xifu of
finds first and second generation immigrants from
this academy, which instructs young men and women
China, Japan, Korea, Thailand, Larijuna, Zandipore and
in shaolin kung‐fu. Master Bai, as he is known in the
the island country of Ricca. A few third generation
neighborhood, is a kindly man of middle‐age who
immigrants stay in Little Asia, but most move on. The
dresses in the manner of his ancestors. He teaches his
neighborhood was constructed in the early 20th
students to be protectors of the community.
century and is mostly composed of brick buildings
56
MASTER BAI: Adventurer Lvl 6; STR 5, DEX 10, CON 8, INT 4, Patrol Events
WIL 6, CHA 3; HP 45, DC 13, ATK +5, SPD 2; POWERS: Iron 1 Mugging, harassment, vandalism, petty thefts
Grip, Super Con +4, Super Dexterity +6, Super Speed +1. 2 Robbery of a shop ‐ brick through a window
3 Gangster activity ‐ threatening a shopkeep, a drive‐by
40. Twin Dragon Studio of Self Defense: Sensei Taro shooting
immigrated from Ricca twenty years ago when the 4 Tenement fire (50% chance of a child trapped inside)
5 Drug activity (dealing, violence)
Claw, demonic ruler of the land, was defeated and 6 Gang war ‐ 2d6 thugs on each side with machine guns
exiled from it. He eventually found his way to Shore
City, where he ostensibly teaches judo, but actually
teaches ninjutsu, selling the services of his pupils to 42. Abandoned Opera Hall: This gothic revival opera
the city's ne'er‐do‐wells. house served the community for many decades, but is
now abandoned and in terrible need of repair. Vandals
SENSEI TARO: Adventurer Lvl 5; STR 6, DEX 8, CON 8, INT 3, have covered the exterior with graffiti and homeless
WIL 5, CHA 5; HP 37, DC 12, ATK +4, SPD 2; POWERS: Iron people and gang members have ruined the interior,
Grip, Super Constitution +4, Super Dexterity +4; GEAR:
though the crystal chandelier still hangs from the
Martial arts weapons, including shuriken, and a handgun.
ceiling. The villainous Doctor Death has a secret
41. Lakshmi Restaurant: Malini Ram runs a busy hideout under the opera house that has not yet been
establishment, serving up curries for a hungry discovered. He has several traps (pit falls, poison gas
lunchtime crowd drawn from College Town and and poison darts) to keep intruders out.
Downtown. The staff is friendly and efficient, but just
43. Pop’s Soda Counter: Pop's is one of the few
about anyone can see the stress on their faces when
decent places left in Old Town. Pop is a war veteran
the mistress is around. Although she seems cold in
and a substitute father for many of the kids in the
public, she has a terrific temper in private, and more
neighborhood, regardless of race, creed or color. The
than a few waiters and cooks have quit rather than
Down ‘n Out Kids, a gang of colorful local kids, can
face her fury again. Their stress is well founded, for
usually be found here when they aren’t busy on some
Malini is actually a rakshasa come from the sub‐
adventure or escapade.
continent to spread her evil in America.
44. Shoreline Baptist Church: This church was
RAKSHASA: LVL 7, PH 5, MN 5, DC 21, SPD 3; ATTACKS: 2
claws (1d4) and bite (1d6); POWERS: Darkvision, Polymorph
founded by African‐Americans migrating from the
(self only), Power Resistance (35%), Read Minds. Rakshasa South and still serves as a center for their community
suffer only half damage from non‐magical weapons, and in Shore City. The church has seen better days and the
they can only be killed by weapons blessed by a brahmin. church members are currently hitting the streets
They have a sorcery pool of 7,000 XP. raising funds with the help of Captain Triumph. Behind
the church there is a community center with an active
Old Town youth group. Deacon Charles Wensley runs the
Old Town was once all of Shore City south of the church, and the pastor is Bernard Waxter.
Waterfront. It is now the old and poor part of town,
45. Tip Top Tavern: The Tip Top Tavern has been
filled with tenements, cheap hotels, taverns and
serving the criminal element, including super villains,
crime. Working class folks make their homes in the
for decades. It is a dimly lit dive that serves beer and
southwestern portion of Old Town, near East River,
cheap liquor in the front room and higher class fare in
but most folks in Old Town just want out.
the backroom, reserved for super villains and
57
gangsters who can pay. Dominick Pagliari is the sisters and their good work.
bartender, a short man with a bulbous nose and
50. Al’s Pool Hall: The seedy pool hall would be
beady, blue eyes. The bar is owned by Matthew
unremarkable if not for the fact that Boss Feeney,
“Echo” Schmeer, crime boss of the Waterfront. High
level gang meetings are often held in the hidden crime boss of western Old City, has his headquarters
in the cellar. Two armed thugs guard the entrance,
basement, a holdover from Prohibition with tunnels
and the manager can signal trouble by pressing a
that connect to the sewers.
button under the counter. The headquarters is usually
46. Schonburg Street Mission: The local mission is run occupied by six thugs and Boss Feeney is present
by Father Harley Hoaglan, a former youth gang about 60% of the time. Feeney runs bookmaking and a
member who was saved by St Cuthbert's and then protection racket.
pursued a life in the church to give something back to
51. Belvedere Hotel: The venerable Belvedere is a
the community. Despite his short stature, he remains
four‐star hotel that has defied the slow rot that has
a skilled fighter and a quick friend to those in need.
The mission is a three‐story structure with a soup taken hold in Old Town. Manager Marion Cornn runs a
tight ship, keeping the staff friendly and busy and the
kitchen, offices and infirmary in the ground floor and
guests pampered and happy. The hotel is an art deco
dormitories for men, women and children on the
structure and rises twenty‐two stories, giving guests a
upper floors.
fine view of the lake and skyscrapers of Downtown.
47. Old Town Medical Clinic: The doctors and nurses
52. Boom Boom Room: The Boom Boom Room is a
in this free clinic have handled just about any injury
and illness you can imagine. Doctor Sarah Malone runs cabaret that serves as a meeting place for criminals of
all kinds. It is owned by Alvin E. Wolcott, dapper boss
the place with the financial aid of Mangor Industries
of the East Side, and the bartender is Ronnie Buechler,
and St. Cuthbert’s Cathedral. Sarah does her own side
business in patching up the Black Fury after a night of a three time loser with a killer left hook (elite human).
Lovely Dena Aveltine is the main attraction.
fighting muggers and racketeers.
53. CW Barton’s Department Store: Barton's is the
48. The Palladium: The Palladium was built as a
oldest department store in Shore City and still visited
vaudeville theatre in the 1920’s and was soon retro‐
fitted into a movie palace. The theatre is now owned by folks from the Downtown and East River
neighborhoods. The Art Nouveau structure is five
and operated by Theodore Klopfenstein, an old movie
buff and former captain of industry. Renovating and stories high with a basement for deliveries. The store
is now run by the great granddaughter of the founder,
operating the movie theatre was a dream of his, but
Clarissa Barton, who would like to build a new store in
vandalism and theft by kids in the neighborhood is
making him seriously consider closing shop. College Town but cannot afford to do so. Arson and
insurance fraud have crossed her mind, but she hasn't
49. Shore City Orphanage: The Sisters of Eternal yet summoned up the courage to go through with it.
Mercy run this orphanage on behalf of the city. The Her boyfriend, Alex Dasovich, works for Boss Feeney
first floor of the building is comprised of a school, and is aware of her temptation.
infirmary and offices, and the upper two stories are
54. St Cuthbert’s Cathedral: St Cuthbert's Cathedral is
dormitories for the boys and girls. Ken Baring, also
the oldest Catholic Church in Shore City and still one
known as Dynamic Boy, spent his formidable years in
of the grandest. It is considered off limits by the
this orphanage, and now does his best to support the
58
gangsters. Bishop Ghilardi runs the cathedral and wood and stone with a cupola‐style roof is nicknamed
keeps his offices there. He and his priests do their best the Pavilion, but is really just a glorified maintenance
to keep the youth of Old Town on the straight and shed. The groundskeepers and rangers belong to a
narrow path. The Golden Gladiators are known to do cult of dark druids who wish to return Shore City to
charity work on a monthly basis at St Cuthberts and wilderness. They are currently hatching a plan
other houses of worship in Shore City. involving the animals at the Municipal Zoo [27]. The
druids meet in the woods on the solstices and
55. Acme Bus Lines Terminal: This terminal serves as a equinoxes and maintain a base under the Pavilion.
hub for Acme Bus Lines, which operates throughout Head ranger Eddy Bis and parks administrator Cheryl
the Midwest and Northeast USA. The terminal is built Misasi are both members.
in the Art Deco style and is usually crowded.
Waterfront
56. Temple Beth Shalom: This lovely synagogue was
constructed in the 1920's. It is known for its lovely The Waterfront has been settled since the mid‐1800's,
dome and the many good works of Rabbi Matthew with most of the buildings there having been built and
Julias, an outspoken advocate for civil rights. rebuilt several times. The waterfront mostly consists
of warehouses, light industrial space, old apartment
57. Municipal Water Works: Commissioner Horace
buildings, flop houses and taverns. Clark Marina is one
Goldsleeve runs a tight ship at the local water works.
of the few "nice" looking establishments on the
Armed guards make sure the local crime bosses don't
waterfront.
tamper with the water supply.
Patrol Events
58. The Daily Clarion: The Daily Clarion is the top 1 Drunk and disorderly, harassment, petty theft
newspaper in Shore City. Started 35 years ago, it is a 2 Smugglers (at night) or fight (day or night)
trusted daily with a large circulation owing to the spicy 3 Gangster activity ‐ threatening a shopkeeper, a drive‐
column written by crime reporter John Perry, secretly by shooting
4 Fire on the docks or ship in distress
the crime fighter Black Fury. The Clarion building is 5 Warehouse robbery
four stories tall and built in the Gothic revival style. 6 Attack from beneath the Great Lakes (slime creatures,
The presses are located on the ground floor, the amphibian warriors)
archives in the basement and a distribution dock
behind the building.
60. Longshoreman’s Hall: Longshoreman's Hall is a
River Front Park large brick building that serves as the headquarters for
the local teamsters union. Secret tunnels underneath
River Front Park is a large area of woods and meadows the hall were used for smuggling during Prohibition,
with limited picnic grounds located near the major but have been bricked up for decades. The head of the
streets, dock facilities for small craft and horse trails. union is Saul Dimano, an old school teamster and
Crime is almost unheard of here, outside the rare fist friend (though not member) of organized crime. He
fight when picnickers have too much to drink or a takes his orders from Boss Blakley, who controls the
small bit of pilfering. Local kids sometimes park in the Waterfront and has his headquarters in the hall. A
northern portion of the park to make out, but the dozen thugs are always around to keep the peace.
rangers discourage this behavior.
61. Marine Scrap Yard: This large scrap yard, run by
59. Riverfront Pavilion: This pseudo‐rustic building of Jarred Smerud's family for three generations, deals
59
mostly in nautical scrap, but also wrecked or old cars 65. Caesar Shipyards: The Caesar Shipyards were
and lumber. Local youth gangs often hide out in the established during the war to build patrol boats and
scrap yard, and local mad scientists sometimes shop pocket freighters. They now build a variety of smaller
here for robot‐building material. craft, though much of the yard is now idle. New owner
Donald Wheeler is pressing Senator Knight to move a
62. Salamander Stadium: Salamander Stadium was space rocket contract to the shipyards to bring Shore
built thirty years ago to revitalize the Waterfront. It is City into the future of engineering, and he has
surrounded by newer retail and is just a stone's throw partnered with Max Mangor in this enterprise.
away from the abandoned amusement park. The
Salamanders are two time world champions of West River
professional football (American football, to be
precise), but it’s been more than a decade since they The West River represents the western suburbs of
won the championship and the home crowd is getting Shore City. It consists of a sprawl of lower‐middle class
restless. Newly recruited quarterback Sean Wills is to lower‐upper class homes, small parks, retail
expected to make a real impact next season. The centers, car dealerships and schools.
Salamander's colors are red and gold. 66. 528 Andriola Way: The suburban home of Lance
63. Clark Marina: Clark Marina is one of two marinas Gallant, the secret identity of Captain Triumph. The
for small, private craft on the waterfront, the other home is a single‐story ranch with a large yard.
being located about 20 minutes to the east. Even
Beyond the Map
though the other marina is newer and somewhat
nicer, Clark has tradition behind it and its closer to Shore City extends for quite a ways beyond the map,
Downtown, making it the favored spot for yachts. mostly consisting of suburbs and industrial sites. To
About thirty yachts anchor at Clark Marina, along with the east is Wilson Naval Air Station, and to the south
many smaller sailboats and fishing boats. Day‐to‐day Fort Mauldin Army Base. Located about seven to eight
operations are run by Bruno Howcroft, a former mile offshore are a number of oil derricks working oil
merchant marine and a man raised on the tough fields discovered underneath the Great Lakes.
streets of Old Town. Bruno is a kind‐hearted old rascal
who is willing to talk to private detectives for a few Beyond Shore City
bucks, but never the police.
Beyond Shore City is Lake County. The United States of
64. Iron Island Prison: Iron Island is a super high this fictional world is not terribly different from the
security prison run by Warden Donald Wheeler. The one we know, aside from the addition of such places
upper portion of the prison contains gangsters, as Atomic City, CA, Silverado City, NV, Saint Margethe,
murderers, rapists and other maximum security MN, New Plymouth, MA and Center City, IL. History is
criminals. Beneath the prison, in a watertight complex generally unaltered, though the details now often
dug into the granite island, supervillains apprehended include superheroes and supervillains and the
all over the Midwest. The Beast, Doctor Death and technology, at least in the hands of a few, is more
Nazi Shock Gibson have all spent time in Iron Island. advanced than in the real world. The first moon
The sub‐prison is patrolled by androids constructed by landing, for example, took place in 1952 by Rocky X of
Wainwright Labs. Current inmates include Super‐Size, the Department of Space rather than Neil Armstrong
Ro‐Man 2J and Shrodinger. of NASA in 1969.
60
The world includes a few imaginary countries as well.
Perhaps the two most famous (or infamous) are
Fascovia and Ricca. Ricca is an island nation in the
Pacific that was once home to the demonic Claw.
Ricca was allied to Japan and Nazi Germany in World
War II and even helped them launch an invasion of
Hollywood that was repelled by Black Cat, Shock
Gibson, Captain Freedom, Ted Parrish and War Nurse
and her Girl Commandos.
Fascovia is a small nation located between Germany,

Switzerland and France. An ally of the Axis powers in
World War II, it became the final home of most of the
Nazi and fascist supervillains (and Hitler’s brain,
according to some tabloids), and thus managed to
survive its larger ally’s defeat. Ruled by the villainous
scientist Kilgor and his robot army, it annexed
Swisslakia when King David dissolved that nation and
moved its population to the United States. Fascovia is
now a safe haven for the likes of Baron Doom, Captain
Nazi, the Green Ghost and Iron Jaw. Other fictional
countries that exist in the world of Shore City include
Balkania, Iremistan, Larijunia and Zandipore in Asia,
the European nations of Aissur, Andura, Rutania and
Slivonia and the South American nations of Brazonia,
Mexidor and Parador.
BLACK FURY (Level 13 Adventurer)

First Appearance: Fantastic Comics #17 (1940), created by Dennis Neville
John Perry is a reporter for the Daily Clarion, writing crime reports and a gossip column. He puts on the Black Fury costume to scoop
other reporters on the criminal doings of the underworld. His partner and ward is Chuck Marley, Kid Fury, the son of a police officer
killed in the line of duty.
Powers: Super Constitution +4, Super Dexterity +4, Super Strength +4
Gear: Gloves & boots (Spider Climb), Light Armor (Invulnerability I)
Sidekick: Kid Fury (Lvl 9, HP 50; same gear as Black Fury)
61
ALL FALL DOWN!
A Scenario for 4-6 Superhuman Characters
All Fall Down is a sample adventure for Mystery Men! Although written to star the Golden Gladiators that are
introduced in this book, it should be easy enough to modify for your own heroes.
The Plot
The Clown plans to topple the Imperial Building, the building in which the Golden Gladiators have their
headquarters. The fact that he may kill thousands in the process is, in his mind, irrelevant.
The Clown’s plan is fairly simple: He will install an “earthquake machine” (technically it is a Vibrational Inversion
Harmonics Generator or VIHG, invented by Dr. Gilliam King of Wainwright Laboratories) in an abandoned
subway tunnel beneath the Imperial Building. Once the machine is activated, The Clown and his compatriots
have 30 minutes to flee the area before a seismic event large enough to topple the structure is triggered.
The Timeline
Adventures in Mystery Men! usually revolve around villainous plots that occur on a timeline – i.e. they happen
whether the heroes respond appropriately or not. The following timeline is used for this adventure. Note – some
parts of the timeline occur before the beginning of the adventure, but need to be understood and taken into
account by the Mastermind.
30 Days Ago Dr. King comes under increased pressure to create an operating prototype of his VIHG. Synthetic crystals
have proven incapable of producing the correct harmonics, and Wainwright Laboratories is balking at
purchasing an expensive crystal.
25 Days Ago Dr. King is approached by a private investor interested in his research and willing to provide a $25 million
dollar diamond that should do the job. He accepts the proposal and scurries off one night with his research,
leaving the inoperative prototype in his laboratory. The “private investor” is the Clown, but Dr. King does
not know this.
4 Days Ago Dr. King, working in a hidden laboratory outside Shore City, finishes his new prototype, with some
modification suggested by his new benefactor. All that remains is to obtain the needed diamond, which is
arriving in a few days on the royal yacht of the Shah of Iremistan.
62
Today
7:00 AM Alarms go off at the First National Bank of Shore City [24]. Five thugs of Boss Feeney hit the bank. They steal
$400,000 dollars, but their primary mission is to distract heroes from the real plan. The thugs escape in a
waiting sedan and head into the subway station at Robinson and Cole.
7:15 AM Alarms go off at Shore City Savings & Loan [27], this time hit by four of Feeney’s thugs, who abscond with
$250,000 dollars. They proceed in a sedan east down Siegel to the subway entrance at Siegel and Reeves.
8:00 AM Both sets of thugs leave the subway at Robinson and Novick, where they enter a waiting armored car. The car
heads for a cabin in the woods about 2 hours outside Shore City.
9:00 AM A runabout called the Ozymandias, owned by Boss Schmeer, is stolen from the Clark Marina on the
Waterfront. The runabout carries the Brute and four elite mercenaries who work for the Clown. Their target is
the Royal Pearl, yacht of the Shah of Iremistan.
9:30 AM The Royal Pearl is met by the Ozymandias and boarded after it takes gunfire. The Shah and his daughter are
aboard, along with four bodyguards. The Shah’s diamond is stolen by the Brute, who then proceeds toward a
rendezvous point 2 hours outside Shore City.
10:00 AM The armored car and the stolen Ozymandias arrive at the cabin of Hans Gimmel, a Swiss jeweler of shady
reputation who arrived three days earlier, summoned via the underworld by the Clown for an important job.
His fee is $500,000 dollars – the remainder of the stolen money going to Boss Feeney’s organization.
4:00 PM Six hours of work by Gimmel cut the diamond to the proper shape for the VIHG. The Brute and the six elite
mercenaries leave in the armored car headed into Shore City. Feeney’s thugs are met by two sedans and also
head into the city.
5:00 PM The Clown and four elite mercenaries arrive at the Imperial Building’s loading docks with the VIHG, which is
disguised as a generator. They proceed to access the sub‐levels, making their way through a long locked door
that accesses the old subway station beneath the building.
5:45 PM The VIHG is assembled and ready to go – it lacks only the diamond to power it.
6:00 PM The armored car is hidden in an alley behind Planet Communications [12]. The Brute and his men, disguised as
maintenance workers, proceed south to the subway entrance at Robinson and Kirby. Once in the station, they
enter a door marked “Maintenance – No Entry” and enter the old subway tunnels that are located above the
new subway tunnels.
6:15 PM Feeney’s thugs reach his penthouse apartment with the stolen money, which is put into his vault.
6:20 PM The Brute and his men reach the abandoned station beneath the Imperial Building. The diamond is handed
over to Dr. King, who is now working under duress.
7:00 PM The diamond is properly loaded and calibrated and the Clown turns the machine on. Dr. King is stabbed by the
Clown and left to die. A note will be found in his apartment explaining his anger over his experiments not
getting more respect, and thus his decision to prove to the world his genius. In a world with super villains, a
letter like this is actually plausible.
7:30 PM The VIHG reaches its critical stage and causes an earthquake which destroys the foundation of the Imperial
Building, destroying it and the area around it. The Clown and his compatriots are on the road to Center City.
1:30 AM The Clown and his men arrive in Center City and proceed to the airport, where they have a 4:00 AM flight to
Fascovia, connecting in Washington D.C. and Stuttgart, Germany.
63
Settings
While it is impossible to guess what a group of players is going to do, or where they’ll have their characters go,
the following settings might be useful to you during this adventure.
Al’s Pool Hall / Boss Feeney Hideout [50]
Boss Feeney has his hideout in the cellar beneath Al’s Pool Hall. A broom closet in the upper level of the pool
hall has a secret door in the back. One knocks three times and panel opens, allowing a machine gun toting thug
behind the panel to check things out. If everything looks okay, he can open the secret door, which leads to a
long wooden stair down to the cellar. The cellar is filled with twelve criminals (ordinary humans) and four armed
thugs, as well as Boss Feeney during business hours. A trapdoor in the floor beneath Boss Feeney’s desk allows
access to a brick‐lined tunnel that leads into the sewer system.
A. Al’s Pool Hall
B. Al’s Office
C. Hideout
D. Boss Feeney’s Office
Boss Feeney Home
Feeney’s posh flat is on the 7th floor of a building on Tuska Street. He lives there with his wife, son (18 years old)
and two daughters (15 and 11 years old). Feeney has an armed thug (Level 3) who poses as a butler and a maid.
His office contains a wall safe that holds a ledger detailing his criminal enterprises (in code). There are several
matchbooks from Al’s Pool Hall scattered
around the house.
A. Stairwell and Elevator
B. Living Room with fireplace
C. Dining Room
D. Kitchen
E. Laundry Room
F. Master Bedroom
G. Restroom
H. Son’s Bedroom
I. Daughters’ Bedroom
64
J. TV Room
K. Feeney’s Home Office
L. Study
M. Balcony
First National Bank [24]
The First National Bank of Shore City is well appointed with marble tile and polished oak. There is an armed
guard standing inside the entrance doors and a second guard behind the teller counters. Two additional guards
are on break upstairs. The vault has a round door that is 3.5 feet thick and weighs 20 tons. The lock takes a
superhuman effort to crack. The vault contains $400,000 dollars in cash and other valuables (gold, stock
certificates) to the amount of $1 million. Bank president J. Hoover Hargrave is in his office between the hours of
10:00 AM and 6:00 PM.
A. Lobby
B. Stairwell
C. Security Room
D. Teller Area
E. Manager’s Office
F. Loan Officers
G. Vault Room
H. Vault
I. President’s Office
J. Secretary Pool
K. Receptionist
Shore City Savings & Loan [27]
The Shore City Savings & Loan consists of a lobby with a teller counter, three offices and a small vault with a 2‐ft
thick steel door (heroic lock) that weighs 8 tons. The vault contains $250,000.
Cabin of Hans Gimmel
Gimmel’s cabin consists of a single room with a small kitchen, bed, radio and two comfortable chairs. A trapdoor
underneath a bear rug by the fireplace leads into a well‐lit cellar in which Gimmel keeps a small workshop with a
complete set of jeweler’s tools. As an added precaution, the Clown has equipped the cabin with a trap in the
65
form of a force cage that holds people in the cabin for up to 4 hours. It is powered by a generator in the cellar.
The cellar has a separate entrance/exit door located outside the cabin.
Royal Pearl, Yacht of the Shah of Iremistan
The Royal Pearl is a 100‐ft long yacht. The upper deck has a galley, lounge and two staterooms, and there are an
additional four staterooms below deck. The yacht is currently carrying the Shah of Iremistan and his daughter,
the Princess Peri. The shah is guarded by four elite warriors. Two are armed with machine guns and swords,
while the other two have handguns and swords.
| Royal Pearl: Level 12 (60 hp); DC 5; Speed 4
Abandoned Subway Station [15]
The abandoned subway station is located two levels beneath the Imperial Building. The entrances to the station
have been locked (normal lock) for years, with new elevators having been installed in the lobby that lead down
to the new station, located about 30 feet below the old station. Heroes that have followed the Brute and his
men will enter from the south, while those who have come down from the basement of the Imperial Building
will enter from one of the doors in the north. The “X” marks the location of the VIHG. The Clown and Brute are
here (assuming the Brute has not already been defeated/captured), along with four elite warriors wearing
medium armor invested with the Shield power and carrying Force Blades. Dr. King is present, but flees at the first
opportunity.
66
The Clown (Level 15 Adventurer)
First Appearance: Super Mystery Comics #5 (1940), creator unknown
The Clown is an international terrorist‐for‐hire and dedicated nihilist with only the
most meager grasp on his sanity. Over the years he has sold his services to any regime
or organization that could pay his fee, regardless of their ideology. The Clown has a
genius for invention and is a skilled athlete and swordsman.
Str 5 | Dex 13 | Con 5 | Int 8 | Wis 2 | Cha 6 | HP 100 | AC 16 | ATK +12 | SPD 2
Powers: Super Dexterity +7, Super Intelligence +4, Weapon Master (Sword)
Gear: Sword (Energy Hands‐Fire, Potent Attack), Sword (Energy Hands‐Electricity,
Potent Attack), Spring‐Boots (Jump), Costume (Invulnerability I), Magno‐Belt (Shield)
The Brute (Level 13 Adventurer)

First Appearance: Weird Comics #15 (1940), creator unknown
The Brute is a super powered assassin and thug known for his bestial appearance and
his poisoned gauntlets. Where many assassins rely on stealth to do their work, the
Brute simply tears down a door or knocks a hole in the wall and throttles his victim to
death, leaving as much collateral damage as he can muster.
Str 16 | Dex 3 | Con 12 | Int 3 | Wis 2 | Cha 2 | HP 110 | AC 14 | ATK +10 | SPD 2
Powers: Super Constitution +6, Super Strength +10
Gear: Claws (Poison), Light Armor (Invulnerability II)
67
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But every night I go abroad, Afar into the land of …
NOD
NOD is a magazine for old school gaming featuring hex‐crawls in the LAND OF NOD setting
NOD 5 NOD 6 NOD 7 NOD 8

Vzmpires of the world, Ibis – Hex Crawl, Pleasure Palace of Three Fantasy Cities, Cyclopeans Asian‐inspired hex crawl, the
City of Sorcerers, Illusionists, Izrigul, Holiday Magic, Olympian for PARS FORTUNA, Mini‐ wushen, new monsters, Lord
Pleasure Palace of Izrigul Gods, Traveler Class. Dungeon, Saint Valentinus Dunsany's Gods of Pegana
84 pages 136 pages 80 pages 104 pages.
Visit http://stores.lulu.com/jmstater to purchase or http://matt‐landofnod.blogspot.com/ for

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Mystery Men!

A ROLE PLAYING GAME BY JOHN M. STATER

Copyright 2011 John M. Stater

Extra special thanks to the Project patrons!

Silver Age Patrons

Trey Causey and Jonathan Davis

Golden Age Patrons

II. A Hero Is Born! [4]

III. Super Powers! [11]

IV. Adventures! [27]

V. Fiendish FoeS! [34]

VI. Shore City! [47]

VII. All Fall Down! [62]

In comic books, a writer pits a hero or group of The Mastermind’s Role

The Players’ Role

Materials Needed to Play

Two ten‐sided dice are used to roll a range from 1 to

The twelve‐sided dice (d12) is probably the least

MISS VICTORY (Level 5 Adventurer)

Choose a background (i.e. occupation) for your Sorcerer

Roll Ability Scores 1

Vehicle Speed Level DC CL

Henchmen & Sidekicks

CAPTAIN TRIUMPH (Level 9 Adventurer)

• Power can be used only once per day

FANTOME (Adventurer level 11)

Gear: Blacklight Ray (Darkness, Invisibility; DC 16, 16 hp)

3. Mastermind controlled characters and monsters Knock Backs

WILDFIRE (Level 8 Adventurer)

Earning Experience Points

• Opponents are worth 100 XP per Level plus 10%

• Saving lives is worth 100 XP per hero.

• Saving a city is worth 1,000 XP per hero.

• Saving a country is worth 10,000 XP per hero.

• Saving the world is worth 50,000 XP per hero.

• Saving the universe is worth 100,000 XP per hero.

MAGIC AGENT (Level 13 Sorcerer)

Bears can hug in combat for 2d6 damage when they

Black puddings are large oozes from outer space.

Daeglos are the creations of villainous sorcerer

Mariliths look like beautiful, six‐armed women from

Pit fiends are massive demons, the very lords of Hell.

GENIE Giants are humanoids, usually primitive, that stand

Use these statistics for normal human beings with

ELITE WARRIORS Lizardmen might be found in overgrown swamps.

A medusa looks like a woman with snakes for hair

Mummies are the animated corpses of ancient

women. They can stun creatures with a glance (feat

Most sharks measure from 5 to 8 feet in length, while

ROC SKELETON WARRIOR

Rocs are giant birds, large enough to snatch up

Zombies are corpses animated by means of the

SWIFTARROW (Level 11 Scientist)

Patrol Events BOY KING (David of Swisslakia, Ex‐Monarch): Adventurer Lvl

other valuables. The president of the savings and loan

Fascovia is a small nation located between Germany,

BLACK FURY (Level 13 Adventurer)

Al’s Pool Hall / Boss Feeney Hideout [50]

A. Al’s Pool Hall

D. Boss Feeney’s Office