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"Hard boiled fantasy"? As good a term as any. By comparison to what we now call fantasy, Robert E. Howard's stories seem quite dark. Howard, a contemporary of H.P. Lovecraft, shared Lovecraft's view of the universe as a grim, uncaring realm with no supernatural entities to redeem mankind, where any "real" magic was alien and hostile to human comprehension. What distinguishes REH stories from the nihilistic horror of Lovecraft is the concept of barbarian virtue: Howard's heroes don't expect the world to be kind to them, but they continue to strive towards their goals because it never occurs to them to do otherwise. While heroes in comic books and modern fantasy are heroes primarily due to their moral outlook, Conan and his contemporaries are heroes in the classic sense of being more powerful than normal men- and in being slightly less IMmoral than their enemies. Conan, for instance, is often brutal, but not sadistic, and even his enemies acknowledge that he has a certain integrity that is often lacking in civilized men.
CHARACTERS: As CONAN is an Open Game License product, not under the D20 System, it includes full rules for ability scores and character creation. As only humans exist as PC options, racial package deals detail 'races' as ethnic groups, e.g. Cimmerians, Kushites, etc. Said races also determine favored class (Cimmerians, natch, have Barbarian as their favored class). At this point, there's already a difference from D20, as 'favored class' doesn't penalize multiclassing, but instead grants bonus feats at 1st, 5th, and 10th level, if the character is in that favored class. Another difference: After 10th level, character classes get bonus hit points instead of hit dice (just like in AD&D previous editions).
Classes include not only Base Attack Bonus and save bonuses, but Magic Attack Bonus (when using sorcery) and Dodge and Parry bonuses (for defense in combat). The classes include Barbarian (not too dissimilar to the D&D version), Borderer (sort of a de-magicked Ranger), Noble (somewhat like the Noble classes in D20 Star Wars and Sovereign Stone), Nomad, Pirate (both of which are specially adapted to their home environments), Soldier (much like Fighter, but more skilled in unit tactics) and Thief (basically, Rogue). Of special note is the Scholar, the only one of the PC classes that specializes in the pursuit of knowledge- and the only one that gets to learn spells. A lot of class features do a great job of conveying the Conan feel just by title, like "To Sail a Road of Blood and Slaughter" (allowing a Pirate to coup de grace without provoking an Attack of Opportunity) and Bite Sword (allowing a Barbarian or Pirate to do the classic grip-a-sword-in-his-teeth manuever to hold the sword as a free action while he climbs or does something else with his hands).
Starting characters also get Fate Points, allowing for bits of dramatic editing like being 'left for dead' (as opposed to 'all dead'). Characters are also discouraged from hoarding money by the rules, and thus there are equipment packages for each class representing prior savings and purchases. The character section also goes over Codes of Honour, which in this setting are the closest thing to alignments. The Codes are optional, but following a Code gives a bonus to Will saving throws, voided if the character violates the Code. The Character section also mentions Corruption, which can occur if a character makes willing contact with supernatural forces like demons. Actual effects of Corruption are detailed in the GM's section in the back. Finally, the Character section details the Reputation trait, which provides non-combat reaction bonuses and penalties depending on the nature of the rep ('Coward' causes its reputation bonus to be a penalty versus Intimidation attempts, but gives a bonus to Bluff and Gather Information checks, as the coward is underestimated by others). An interesting variant, and well in keeping with the stories, is the option for mulitple Reputations based on alias, which give a slight bonus to base Reputation if the alias is ever discovered.
The book next goes over Skills, which are mostly similar to the D&D versions, emphasizing certain Crafts that allow the gathering and brewing of various drug components for recreational or occult purposes. Next are Feats, which include several Sorcery feats for Scholars, the Dabbler feat for non-Scholars (enabling some limited second-hand knowledge of sorcery, sorta like Leiber's Grey Mouser character), and the bonus feats allowed to Soldiers. Again, we have a lot of great Conan-style abilities, like Web of Death (spinning a sword to allow an Attack of Opportunity against anyone who hits you) and Steely Gaze (enabling you to render an opponent shaken as a free action, just because you're so badass). Many of these feats are prerequisites for special Combat Maneuvers that allow even more devastating effects.
EQUIPMENT: This section goes over the equipment list for characters, starting with weapon stats. In a cute little touch, all the weapon illustrations (even the blunt weapons) are bloodstained. With regard to other goods and spending money, the game deliberately assumes that PCs are going to be blowing their money on various vices (even Scholars who don't go out drinking and whoring will still be collecting a lot of reading materials, for instance). Every week, every character spends at least 50% of any wealth over 50 silver pieces. Otherwise, they wouldn't need to adventure, obviously. As the authors put it: "Conan the RPG, in keeping with the stories, encourages characters to be larger-than-life action heroes capable of achieving their ends with little more than a broadsword and whatever can be found around them. The Games Master is always at liberty to cross items off a character's character sheet in between adventures without compensation if characters begin to become laden down with junk- after all, if they really need something, they can always steal it."
COMBAT: There are several differences between CONAN and standard D20 in combat. *Initiative is modified by Reflex save in addition to Dexterity modifier (on the premise that higher-level characters are more savvy in combat). *Armor does not make you harder to hit at all, but provides its bonus as Damage Reduction; likewise, certain weapons have an Armour Piercing modifier that adds to Strength bonus to determine if the attack pierced armor. Even so, the effect, as in HERO System, means that the toughest armor suits are all but immune to damage from knives, whips and other light weapons. Each time a single attack does 20 points of damage after armor modifier, the Damage Reduction is reduced by 1d4, potentially destroying the suit if it gets to DR 0. *The Defence Value (what D&D calls Armor Class and other D20 games call Defense) is modified mainly by the decision to either Dodge or Parry. Mechanically, the difference is that Dodge is based on Dex mod, and Parry is based on Str mod. In addition, some classes are better at Dodge than Parry, and vice versa. *Certain light weapons allow the option for 'Finesse' combat, at the attacker's option. This is the same as D&D's Weapon Finesse feat, allowing the attack to use Dexterity instead of Strength as the hit bonus. If a 'finesse fighter' gets a modified attack roll that beats Defence Value by a number at least equal to the opponent's DR, the attack bypasses armor completely (which also means that finesse attacks never damage armor). This section uses a quote from Howard to vividly illustrate the difference between Valeria's 'finesse' style and Conan's more hack-and-slash approach.
In addition, Conan allows several 'free' Combat maneuvers that don't require Feats, although they frequently require either certain Feat combinations or a very high Base Attack Bonus. For instance, a BAB of +10 or more allows you to do a Decapitating Slash, in which you can use an Attack of Opportunity to attempt to take an opponent's head off (Fortitude save = 5 +hit points dealt).
All of which means that combat in CONAN is actually somewhat more complex than in standard D20, but it's also more realistic and more tactically interesting.
SORCERY: The next chapter goes into detail on the game's magic system. Again, the Scholar class is the only one that generally has access to sorcerous abilities, and these are usually the only characters that pursue them. Scholars start with 4 Power Points (PP), plus Wisdom modifier, plus bonuses for Scholar class level. Dabblers get 2 PP+ Wisdom mod. These points are used to power all spells in the magic system.
However, along with 'barbarian virtue,' one of the other tropes of swords-and-sorcery is that there is something inherently corrupt about magic use, which in the REH stories is because these powers are provided by beings similar (or identical) to the monsters of Lovecraft's tales. In the game, this premise is enforced by some of the methods Scholars use to gain or boost Power Points: Rituals (possibly including orgies) or the good-old-fashioned ritual sacrifice, with a Feat called Tortured Sacrifice allowing even more points for a prolonged and painful death. Moreover, there are various Rules to magic (like, the Rule of Impermanence means most spells either have limited duration or do not survive their caster's death), and the foremost of these is probably the Rule of Obsession: A sorcerer is able to use magic because he is obsessed with power, and if that focus is diluted by any other interest in life- a romance, political allegiance, or taking levels outside the Scholar class- this creates an 'Obsession' against the sorcerer's focus, rated at 1 to 3 points, that reduces a sorcerer's Base Power Points accordingly. (The Rule of Obsession is humorously illustrated by a picture in which a sorcerer's gorgeous concubine sits by the bed looking bored while her master stares at himself in a hand mirror.) The only way the sorcerer can regain those points is by figuratively or literally cannibalizing the obsession, bringing it into himself and thus regaining his self-focus. The example they give is where a sorcerer becomes a loyal advisor to a king and discovers that his power is slipping as a result. The sorcerer then hatches a long-term plot to undermine the kingdom from within so that it will be brought to the point of civil war, at which point the sorcerer then captures and ritually devours his king; one way or another he will have drawn the kingdom into himself and restored his full power.
As such, these rules make the Scholar very much an unheroic class best suited for NPCs, unless the character limits himself to the less aggressive sorcery styles and avoids the less wholesome methods of gaining power. Even so, the Rule of Obsession reinforces the point that a sorcerer can only gain and keep power by ignoring all moral considerations, including the possibility of Corruption. Thus, the game reinforces the swords-and-sorcery trope: Some people may know magic, but it's generally not going to be that powerful or useful in combat, and the really powerful sorcerers are almost certainly going to be Evil.
The spells themselves are grouped into various schools, each starting with one Basic ability and other spells requiring various prerequisites (including caster level or Knowledge ranks). Some of these are both useful and benign, like Counterspells or Nature Magic; others, namely Curses and Necromancy, are obvious bad news (example: Gelid Bones- "The target must make an immediate Will save or be paralysed for the duration of the spell, his bones unable to support his body").
The Sorcery section also includes a few sample magic items, illustrating the nature of magic in the setting (the example magic weapon is a bane weapon against a single ancient sorcerer, not a blade with bonuses against 'all demons'). It also includes examples of the 'magic' tools used by scholars, such as poisons, mind-altering drugs that regain PP, and alchemical brews usable as potions or grenades.
THE HYBORIAN AGE: The next section is requoted entirely from Robert E. Howard, in which he details the background and 'secret history' of his world. Essentially, the period starts with the death of Atlantis and Lemuria, with Howard's Cimmerian heroes being direct descendants of the ancient Atlanteans, reduced to savagery by fights with other tribes on the main continent of the world. Eventually, long after the time of Conan, the major civilization of Aquilonia becomes corrupt, and Pictish invasions start a process that leads to anarchy, just before another shifting of the continents creates the current world geography, with Howard's races becoming ancestors of the world's current ethnic groups (the Cimmerians being ancestors of the Scots and Welsh).
Following sections refer to the various kingdoms and realms existing in the time of Conan, in order to establish background. Customs of dress and methods of law are mentioned, along with brief notes on each kingdom's military. Another section goes over the religions of the world, which are also important for background even though it doesn't describe "What does this god give me?" for clerics- since it's strongly implied that the gods don't really exist. Of course, you need to be a Scholar to use spells, and these abilities are not dependent on religious faith; however, different cults often give their priests access to certain sorcery schools, which are listed in each cult's description. the main exception is the cult of Mitra, the closest thing to a "good" god in the setting, who does not allow his followers to use sorcery at all.
BESTIARY: The Bestiary section focuses largely on real-world animals and some human opponents like Belit's Black Corsairs and roaming Pict savages. As the book points out, most of the monsters Conan faces are unique examples, although some supernatural foes like demons are mentioned.
CAMPAIGNS: Finally the book gives the 'Games Master' advice on how to run a proper Conan campaign, reinforcing some points touched on elsewhere in the book: Namely, the heroes rarely have a lot of resources to rely on, the story always flows quickly and the heroes operate on a larger-than-life scale. One point they make is that the book does not give specific XP awards per monster slain; rather the GM is advised to give a few thousand XP per adventure, allowing PCs to rise quickly at lower levels, slowing down somewhat at mid-level. It's very much "play it by ear" compared to D&D. This is also appropriate to conveying the right feel; as the authors point out, the Conan stories were not especially detailed but did do a tremendous job of conveying the setting's feel.
CONCLUSIONS The Bad: Starting with the bad first, the first problem with the game is- THE COST. It is indeed a very well-made gamebook physically, but 50 bucks American is steep even by the skyrocketing costs now expected in the RPG industry. This is especially true given that for a 352 page book, it lacks meat and detail compared to a no-frills effort like GURPS or HERO- or even the D&D books. For instance, there are no stats for Conan, Belit or other major characters. Supposedly these are available online from Mongoose or conan.com (I haven't checked yet). It's not that those are absolutely necessary, but much more useful for game purposes would be written-up NPCs or step-by-step instructions on character creation. This is especially important given how the game differs from D&D, and not just on superficial levels. Combat options especially require getting used to. On the RPG.net forums, Menchi had a great thread detailing combat examples using NPCs created in the system; no such examples exist in the book. They would be very helpful, especially if you haven't already seen the RPG.net thread. It's nice to have great binding and full-color pages, but for 50 dollars, I'd appreciate more than just style.
The Good: Conan the RPG intends to convey the essence of the original Robert E. Howard stories in a D20 game system. It's a solid success. The new combat options enable the possibility of quick and bloody death along with the D20 system's ability to let high-level heroes go through tremendous punishment. The magic system is quite powerful, but sufficiently unfriendly to heroism to make it unlikely that PC groups will have any quick healing or superweapons, again reinforcing a gritty approach to life and death.
And while the 'style' I mentioned is largely window dressing, it still helps convey the game setting to those of us who are new to Howard's writings. The little touches (like bloody weapon pics), the ease with which money slips through your fingers, all these things add up to create a proper swords-and-sorcery environment.
Most importantly, the book has Robert E. Howard. Each of the chapters features several quotes from the author himself, with vivid but unsentimental descriptions and prose, coming across like the Ernest Hemingway of fantasy. Even here, the lack of substance I mentioned is a problem- the quotes listed do NOT show what story each piece was taken from (even the BUFFY and ANGEL games list quotes according to series title, season and episode). But if anything sells the book, it's Howard himself. If, like me, you know Conan by reputation but not the original work, this prose is a revelation. All of the quotes serve to describe not only the Conan character but the character of the world in which he lives, and the hero's relationship to it. Of all the examples, this is probably the best to show what the setting, and the game, is about:
"What do you believe, Conan?"
He shrugged his shoulders. "I have known many gods. He who denies them is as blind as he who trusts them too deeply. I seek not beyond death. It may be the blackness averted by the Nemedian skeptics, or Crom's realm of ice and cloud, or the snowy plains and vaulted halls of the Nordheimer's Valhalla. I know not, nor do I care. Let me live deep while I live, let me know the rich juices of red meat and stinging wine on my palate, the hot embrace of white arms, the mad exultation of battle when the blue blades flame and crimson, and I am content. Let teachers and priests and philosophers brood over questions of reality and illusion. I know this: if life is illusion, then I am no less an illusion, and being thus, the illusion is real to me. I live, I burn with life, I love, I slay, and am content."
Style: 4. A high-quality, well-illustrated book, sold largely by prose from Howard himself. Substance: 3. Strong D20 variant rules, marred slightly by a lack of combat and character examples.

