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Credits
W RITING
I AIN J. B ROGAN , E RIC O LSON , W IL U PCHURCH
O RIGINAL C AMPAIGN C REATION AND D EVELOPMENT
G REG B ENAGE
L EAD D EVELOPER
R OBERT V AUGHN
E DITING , L AYOUT , AND A DDITIONAL W RITING
R OBERT V AUGHN
C OVER I LLUSTRATION
P ATRICK M C E VOY
I NTERIOR I LLUSTRATIONS
I LYA A STRAKHAN , S TEVEN B AGATZKY , Z AK H ENESSEY , T RAVIS M OORE , J ARREAU W IMBERLY
C ARTOGRAPHY
E D B OURELLE
G RAPHIC D ESIGN
B RIAN S CHOMBURG
A RT D IRECTION
D ARRELL H ARDY , R OBERT V AUGHN
C HIEF P RODUCT O FFICER
G REG B ENAGE
P UBLISHER
C HRISTIAN T. P ETERSEN
‘d20 System’ and the d20 System logo are Trademarks owned
by Wizards of the Coast and are used with permission.
Designation of Open Game Content: Steel and Shadow is published
under the terms of the Open Game License and the d20 System
Trademark License. The OGL allows us to use the d20 System core
rules and to publish game products derived from and compatible with
those rules.
Not everything in this book is Open Game Content, however.
In general, game rules and mechanics are Open Game Content, but all
background, story, and setting information, as well as the names of
specific characters, are closed content and cannot be republished,
copied, or distributed without the consent of Fantasy Flight
Publishing, Inc.
The following are designated as Product Identity pursuant to
section 1(e) of the Open Game License, included in full at the end of
this book: the M IDNIGHT name, logo, and trademark, the graphic
design and trade dress of this book and all other products in the
M IDNIGHT line, all graphics, illustrations, maps, and diagrams in this
book, and the following names and terms: Eredane, Izrador, Shadow
in the North, and Night King.
Dungeons & Dragons® and Wizards of the Coast® are
Registered Trademarks of Wizards of the Coast and are used
with permission.
‘Midnight’ is © 2003 and ‘Forge of Shadow’ is © 2004, and
both are TM Fantasy Flight Publishing, Inc.
All rights reserved.
FANTASY FLIGHT GAMES
1975 County Rd. B2 #1
Roseville, MN 55113
www.fantasyflightgames.com
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Contents
Introduction
3
Warrior Magic 23
Totem Heads 23
Warrior’s Sacrifice 24
Covenant Items 25
Chapter Three: Tested in Battle 27
Prestige Classes 27
Banisher 27
Cendaran Cultist 29
Dire Blade 31
Durgis Battlerager 33
Insurgent Commander 34
Pirate of Eredane 37
Quickjack 39
Sylvan Slayer 41
Tunnel Wraith 43
Warrior of Dark Blood 45
Chapter Four: Held in Hope 48
Variant Terrain Rules 48
Variant 1: Regional Synergy 48
Variant 2: Regional Familiarity 48
Variant 3: Regional Superiority 49
Regional Superiority Effects by Hazard 49
Terrain Movement, Stealth, Detection 53
Battlegrounds
The Sword Shatters
3
The Sword Reforged
5
Chapter One: Forged in Pain
7
Cultural Training
7
Dwarven Training
7
Elven Training
8
Halfling and Elfling Training
9
Human Training
10
Gnome and Dwarrow Training
10
Orc and Dworg Training
10
Feats
11
Cultural Fighting Techniques
12
Human Techniques
13
Dwarven Techniques
13
Elven Techniques
14
Gnome Techniques
15
Halfling Techniques
16
Orc Techniques
17
Chapter Two: Honed in Spirit
18
Heroic Paths
18
Dwarven Champion
18
Elven Champion
19
Gnome Champion
20
54
Halfling Champion
20
The Stromsker
54
Human Champion
21
Uthurstor
58
Orc Champion
22
White Cliff
60
How To Use This Book
Steel and Shadow is a collection of resources for M IDNIGHT players and GMs who want to focus on battle in
their campaigns, whether it’s using prestige classes to specialize in a certain style of fighting or using terrain to stage
larger-scale battles in which knowledge of the lay of the land can tip the balance. Scattered throughout are sidebars
and setting information that can be used for character backgrounds by players or for story hooks and adventure seeds
by GMs. Keep in mind that not of all the setting information here is confirmed, and just because you as a player know
about a group doesn’t mean your character knows about it. While you may assign your abilities and choose your
feats based on the goal of eventually becoming a Cendaran cultist or one of the Twilight Riders, that doesn’t mean
that your character necessarily knows about the group and is planning on becoming one of them.
Likewise, the optional rules and setting information included herein are just that: optional. Formal training and
the official military academies of Eredane have long since been rooted out by Izrador, so warriors must learn their
dangerous trade firsthand. The same is true for anything you read here; unless your GM includes it in the game and
you see it firsthand, it is only a rumor or a possibility.
Some feats and abilities from other M IDNIGHT supplements are referenced in this book. “AtS” stands for
Against the Shadow, while “M2E” stands for M IDNIGHT 2 ND E DITION .
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INTRODUCTION
The Hope of Steel
warriors in the bloody and merciless world of
M IDNIGHT . While particularly appropriate for
fighters, barbarians, and wildlanders, the material here-
in is useful for any characters that wish to strike against
the Shadow.
The dark lord Izrador has ruled Eredane for the
past 100 years, his savage orcs having conquered the
once free races. To retain power, the Shadow in the
North has outlawed anything that might prove danger-
ous to him. All magic but that granted by Izrador was
outlawed. Writing and the very existence of literacy
were stomped out. And perhaps worst of all for the peo-
ples of Eredane, many of whose traditions hold strength
in arms to be a valued trait, it has become illegal to bear,
train with, or make use of weapons. With neither arms
nor armor, the dark god believes that those who would
oppose the forces of evil will be rendered helpless.
But steel lies not only the heads of axes and the
blades of swords. The minds of the elves and Sarcosans
are keen and razor-sharp. The wills of the Dorns and
dwarves are as unyielding as any metal. And the hearts
of the halflings, gnomes, and Erenlanders gleam with a
light of hope that will not die, no matter that they are
drenched in blood and notched by war.
So long as the once free people of Eredane con-
tinue to strive against their foe and take pride in their
warrior traditions, there will remain soldiers to fight this
war. Swords and axes are not the only weapons that can
hurt the enemy.
peace across the broad expanse of Eredane. Standing
armies in their tens of thousands, hosts of Dornish clans-
men, Sarcosan cavalry, and skilled and honorable mer-
cenary companies roamed the Northlands matching
their strength and skill against the darkness from the
north and never breaking. Even in the last years before
the fall of the Fortress Wall, remnants of this great army
defended the north and paid a heavy price in blood to
delay the inevitable onset of the long night.
Supporting such an army required vast resources
of food, arms, and fresh strong arms to wield steel
swords and mighty axes. Each city had training grounds
and muster points set aside for their warriors. In the
north, Dornish clansmen trained with their greatswords
as soon as they had the strength to heft them. Along the
Pellurian Sea, infantry companies schooled fresh
cohorts as the first signs of beards touched their faces,
training them to fight in formation and work alongside
the fearsome might of the Sarcosan cavalry. In the south,
riding was a way of life and grand tournaments were
held to test warriors’ skills. The vast needs of the king-
dom’s army ensured that most villages had at least one
person who had survived the rigors of the wall and the
hard lessons it taught. These veterans were the core of
local militias that provided protection against orc and
goblinoid raiders and the monsters that roamed the wild.
The Center Will Not Hold
The Kingdom of Erenland was both held together
and destroyed by the never-ending requirements of the
Fortress Wall. The savage losses of the Second and
beginning of the Third Age ripped the heart out of
Erenland. Generations of soldiers went to their death
along the wall. Demands for fresh troops and the money
to pay them were too much for the kingdom to bear.
Calls for greater contributions from the Erenlander and
Sarcosan lords went unheeded and the High King’s
inability to force his nobles to comply started the king-
dom’s decline.
The Sword
is Shattered
Before the shattering of the Kingdom of Erenland
and the onset of almost a century of darkness, proud
human armies defended the Fortress Wall and kept the
Introduction
3
W elcome to Steel and Shadow, a supplement for
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Second Age. The mines and clanhold rang with the clash
of steel and the bestial warcries of the foul spawn of the
pits from beneath the Vale of Tears. For centuries the
northern clans held their fortresses in the Icewall
Mountains, providing a bulwark for the rest of the dwar-
ven race. Heavily armored dwarven warriors stood
shoulder to shoulder, wielding the finest weapons in
Eredane, making the orcs spend lives in the hundreds in
a futile attempt to breach citadels built into the very
bones of the great mountains.
Unlike their human neighbors, however, the
dwarves had no high king to direct the war against the
Shadow. The great dwarven clans trained their own war-
riors in the fighting styles and weapons of their forefa-
thers. The clans fought with those allied with them
through ancient ties of blood. When corruption and
betrayal weakened the Icewall fortresses, there was no
army ready to fill the void and the orcs were free to flow
into the northern Kaladruns. The dwarves were forced to
retreat into their clanholds to fight, and ultimately die,
one clan at a time.
In the last years of the Third Age, the military
schools and the tradition of service to the crown waned.
The responsibility for training new soldiers fell more on
local commanders and less on the infantry and cavalry
schools that had stood for centuries. Regional quotas for
troops, especially from the southern cities, were filled
with mercenaries and those too poor to escape service.
Troop quality declined and Erenland’s military forces
were stretched too thin to allow the new soldiers the
time they needed to train. The halls of the great military
schools echoed due to lack of recruits or were aban-
doned entirely. Whether through treachery, inability, or
negligence, the rich martial traditions of Erenland were
fading at a time when they were most needed. When the
Shadow finally unleashed his horde, the defenders were
too few in number and too poorly trained to save the
kingdom.
The Forests of Light
In Erethor, the oldest kingdom of Eredane still
stood proud and strong. The elves were masters of bow
and blade, both wielded with almost supernatural skill.
Warriors in their thousands were trained and led by
Erunsil generals with over a century of experience fight-
ing the orcs in the Coldest Wood. Specialized schools of
infiltration, assassination, and the delicate merger of
magic and strength of arms flourished, producing war-
riors without peer. Using the Old Ways and the strength
of fortresses like Silverthorn as their bases, the elves
were able to move troops rapidly across the north,
crushing every orc incursion.
The Witch Queen saw the weakening of the
Kingdom of Erenland and watched powerlessly as it
slowly declined. The fate of Erethor was tied to the
human kingdom; without the doughty human warriors
to guard their flank, the elves would not be able to
match Izrador’s hordes. Thousands of elves died trying
to save the human High King. With the kingdom’s fall,
the elves were forced to spread their forces dangerously
thin and take terrible risks as they moved armies to face
each new threat. Whereas elven warriors had previously
had decades to hone their skills, losses forced the young
and inexperienced forward to a front line that had a
voracious hunger for lives.
The Stones of the Ancients
In the northern Kaladruns, the dwarves never fal-
tered in their unrelenting war against the Odredor, the
chosen of Izrador. Their honor and their ancestors
demanded nothing less. The many caves and crags of
the mountain range offered the easiest point of infiltra-
tion for orc scouts and raiders, and the dwarves alone
stood to stem that tide after the Shadow’s armies were
driven back north of the Fortress Wall at the end of the
The Rivers and Fields
The gnomes and halflings had long existed under
the protection of their more populous and powerful
neighbors. The gnomes plied the great rivers and were
skilled only at protecting their barges from bandits and
the dangers that lurked near and in the rivers. The
4
Introduction
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