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Let's be honest...its hard to find a RPG setting that doesn't borrow SOMETHING from novels or movies. Midnight seems to have gone just the opposite way, and borrowed a LOT from a certain set of books and movies involving Frodo Baggins. Before you start groaning about another Tolkein rip-off, let me finish. There's the typical dark lord/god/etc that plays the driving force for the players to oppose...there's even a series of Underlings akin to the Nazgul (only four, not nine, and they go by the names of the Night Kings), and there’s the standard fare of non-human races you find in the core rule books (really, the elves are 4 fairly distinct races). Beyond that, the resemblance to LOTR ends. Midnight is set in a world AFTER the forces of evil have won their third and last (?) war. Players take the unenviable role of heroes struggling to preserve the last vestiges of justice and goodness in a world without hope.
Player Choices: Midnight has a heavily modified system for magic, its own core classes, and a unique twist for each player called a Heroic Path, a sort of 'constant' prestige class that gives the character a benefit at each and every level. Heroic paths are NOT otional...every player has to choose one when he/she is 1st level, and the Heroic Path never changes. The Heroic Paths range from Iron-Born (a guy who can ignore minor damage, heals a bit faster than normal, and is tougher than tungston), to Seer, a character who has gifted insight and a far-ranging mind. If gaining abilities beyond the normal Core classes sounds a little too powerful for a character, it probably won't be. Characters will need every edge they can get, because they're not going to have a Cleric there to pick up the pieces. yes indeed, the only Clerics left in Aryth happen to worship the only god left...the Shadow himself.
In fact, the only three classes that remain intact from core rules are the Fighter, Barbarian and Rogue. The Wizard and Druid have become a true prestige classes. Who DOES practice magic? Well, EVERYONE has the potential to cast spells. Elves in particular start with everal inante 0-level spells. Channelers are the most common type of spellcaster. They gain diffrent schools of magic as they go up levels. Truely powerful spells are very rare, and spells that translocate or reach other realms are non-existant. There's a reason for this, detailed later.
If fact, Midnight is a low-magic availability world. Some of the balance they used to aliviate the pain of the cleric's loss include combining ALL spells in to one spell list, such that only spells specificlly limited to clerics are absent from the selection any spellcaster can choose from. The Sorcerer class also has left something...players may cast any spells they know at any time, provided their class and power pool allow it...yes, spells are fatiguing...and you can lose con points if you overdo it.
I don't know if they borrowed the concept from a article about leveling magic items that appeared in teh pages of Dragon Magazine (probably not, since this book was started well before that), but such items (called 'covenant' items) are the norm. Either way, your typical +1 longsword won't be found here. Most items are either very miinor (charms for oik; /’;l’+1 mods, etc), or magic items with a bit of history that gain powers as a weilder goes up levels (and they are by no means artifact powered weapons, either...some of the abilities listed in the example items are VERY minor). Magic items are so rare because only certain magical areas will allow enchantment. To make matters worse (funner)980,ll/ carrying magic is punishable by death, and there are lots of legates and their magic-smelling demons running about looking for it. There are several other races that get introduced to the beginning player. Dwarrows are half gnome/dwarf, elflings are half elf/halfling (halflings are actually descendants from the Jungle Elves) and the Dwargs are half-orc/half Dwarf (!). (There's another point...unlike Tolkein, Orcs are descended from Dwarves!). Even the humans are broken into 3 subtypes with different racial modifiers. Most races have a bit more benefits than that offered in the PHBK, and even the Orc character (more closely resembling half-ogres in size, if not looks) are available. One particular human race seems to be the dominant (with the ability to add +2 to any score, and -2 to any other).There are four main character classes added to the core ones mentioned above: The Channeler, Legit (evil cleric/mage, anyone?), Wilderlander and defender (The latter 2 might be called Ranger/Druid, and Monk). There are an additional 3 prestige classes as well.
These rules take about 1/3 of the book, and are very well written. The remaining two-thrids deal with the main continent and its history and important features. The book gives fair detail to most areas, but does not make any one more prominent than the other. The Night Kings are looked at, but no game stats are given (hey, it will be forever before you get to where you'll face them unless you're very unlucky).
Several monsters are detailed in the back of the book, including The Fell. (When a body dies, since there's no contact with the other planes of the afterlife, the spirit usually has to go SOMEWHERE...yeah, you guessed it...).
To sum it up, Midnight is a setting where you will need to think about your battles before you fight (No major healing, no raise dead, no escape spells) that will emphasize role playing and where you fight to preserve not only your own life, but those of an often ungrateful populace. All is NOT lost, but the future looks grim. Magic is rare, but has a more 'realistic, rewarding feel to it. The book's writing is excellent, the areas promise great adventure and an underlying current of danger and desperation. In truth, it will take a very experienced DM to make the most of the setting...you need to have some long term goals after you absorb the material…Midnight is not for the power-gamer. Sure there are monsters to hack and slash, but the designers seemed to have geared the world toward epic-vision role-playing (not epic-level). It goes quite the opposite for a refreshing change from Greyhawk and Forgotten Realms.
I was at Fantasy Flight's website, and there are at least three more supplements coming out (Against the Shadow and Crown of Shadow). I will definitely be adding them to my collection.

