My Little Pony - Roleplaying Is Magic, Season Three Edition PDF

My Little Pony: Roleplaying is Magic
Season Three Edition
Tall Tail James Weimer

Know-It-All Samuel Hanson
Artsy Heartsy Daniel Oakley
Pixel Caytlin Vilbrandt
Sketchbook Michael Simpson
Emerald Dusk Casey Hayes
Serious Business Dominik Makowski
Kindle Bright Shannon McMurtry
Blue Bolt Silentmatten
Silver Lining Alan Baker
Legal Disclaimer
My Little Pony: Roleplaying is Magic, Season Three Edition is a derivative work of art; My Little Pony,
My Little Pony: Friendship is Magic, and all established content and characters therein are the prop-
erty of Lauren Faust, Hasbro Inc., and DHX Media. No copyright infringement, explicit or implied, is
intended. My Little Pony: Roleplaying is Magic, Season Three Edition is presented for public use and
enjoyment on a not-for-profit basis and may not be used for profit without the express consent of Roan
Arts LLC and the above-named parties.
My Little Pony: Roleplaying is Magic, Season Three Edition
Copyright 2013 Roan Arts LLC
All rights reserved
Production Credits
James Weimer Michael Simpson
Project Lead, Lead Designer, Author Illustrator, Graphic Design Assistance
Samuel Hanson Casey Hayes

Concept Development, Design Assistance Lead Content Creator
Daniel Oakley Dominik Makowski

Layout Artist, Web Designer, Technical Lead Content Creator
Caytlin Vilbrandt Silentmatten

Art Direction Lead, Lead Illustrator Vector Artist
Shannon McMurtry Alan Baker

Community Manager, Illustrator Editor, Graphic Design Assistance
S3E OC Stable
Lavender, Goggles, Excelsior, Asana, Winter Solstice, Kludge, Plot Twist, Mbaya Ndoto, Sky Sparkler,
Stormdancer, Nocturne, Stormsailor, Rising Chaos, Sodium Fizz, Scarlet OMare, Skyflower, Magpie,
Rumble Riot, Windrose, Snowfield, Mwai, Muzaji, Sadaka, Jacquelin, Gustaff, Rocket, Shiroyuki Hana-
ko, Jellybean, Dream Daze, Lily Heart, Starchild, Crescent, Whistletop, Sugar Dart, Fire Bright, Hemlock,
Mad Mare, Dragonheart, Bosstone, Ginger Spice, Pumpkin, Aliella, Zypher, Spindrift, Queen Pegasus,
Ruby Blossom, Toybox, Dream Daze, Swift Wind, Baron Von Cirrus, Chaco, Typhoon Wave, Emerald Isle,
Gravity, Willow Grove, Hoarfrost, Carronade, Maple Walnut, Barnstormer, Rookwood, Spearmint, Gam-
ble, The Contact, Snapdragon, Thistle Fair, Samantha, Siyana, Tale Chaser, Whirligig, Quintessent Rune
Playtesting Credits
Alan Baker Scott Muir
Elena Brutti Emmett Blue Print Raymond
Christopher Cifani Felix Shepherd
Cody Cushenberry Hannah Shepherd
Kyle Smiley Nimbus DeTar Daniel Simpson
Eugene Robert Elzinga IV Matt Stimac
Erin Honour Dennis Venner
Jeffrey Ly Brad Ward
Anders Mejstrick Kestrel Ward
Miscellaneous
Questions? Comments? Suggestions? DeviantArt Artist Credit:
Contact Tall Tail at: TallTailTellsTales@gmail.com Pony-Berserker, ZuTheSkunk,
Tajarnia, Flizzick, orangel8989,
Want More Roleplaying is Magic?
DDHyuugaman, Dipi11,
Visit MLP:RiM online at: http://www.mlprim.com
Shelmo69, Stabzor, Proenix,
Special Thanks: Matt Stimac Skeptic-Mousey, turtlelover73,
Character Sheet Design Assistance 3luk, JoeMasterPencil
Aspiration, Innovation, Motivation
I dedicate this book to our fans and players, and to Bronies of every age and
nationality. The support of this remarkable community rescued me from the
depths of despair, and continues to encourage me every day to pursue my
dreams with a hopeful heart. I consider each and every one of you crazy po-
nies to be my very best friends.
~ Tall Tail (James Weimer)
Thank you to Lauren Faust and the cast and crew of MLP:FiM for taking a
stereotypical, demographically-limited franchise and turning it into an inspi-
rational and accessible show.
~ Know-It-All (Samuel Hanson)
This is dedicated to my friends, whove always been there to help me.

~ Artsy Heartsy (Daniel Oakley)
This is dedicated to my husband and my parents, who have both supported

me thoroughly in everything I do.
~ Pixel (Caytlin Vilbrandt)
I would like to thank the entire Roan Arts team for allowing me to be a part of
a wonderful project and for everyone who believed in my abilities as an artist.
~ Sketchbook (Michael Simpson)
Special thanks to Eri for starting this whole weird trip, and to Greg for putting
the bro in Brony.
~ Emerald Dusk (Casey Hayes)
Thanks to my friends, family and my english teacher, who supported me even

though my work had to do with pastel colored ponies.
~ Serious Business (Dominik Makowski)
I would like to dedicate this to my mom for her endless kindness and love,
and everything she has taught me. Also to my friends Cash and Wes, for sur-
viving the Great Pony Invasion.
~ Kindle Bright (Shannon McMurtry)
Working on this project as a vector artist was both fun and challenging at the
same time; the work everyone put in is phenomenal, and I hope you all enjoy
this book!
~ Blue Bolt (Silentmatten)
Id like to first thank everyone on the RiM team for welcoming me into their
family; its been great working with you all! Id also like to thank my room-
mates for understanding the rapid proliferation of pony swag in the apart-
ment and that sometimes I needed to work on ponies more than hang out
with them. Furthermore, I want to thank everypony from the Montana Brony
Association for their support on many fronts and for dealing with me excit-
edly dancing around and gibbering about how Im working on something
awesome for the past few months.
~ Silver Lining (Alan Baker)
Table Of Contents
Introduction Character Advancement
Welcome! 1 The Letter To The Princess 54
How To Read This Book 2 Milestones & Rewards 56
What Youll Need To Play 3
The MLP:RiM S3E Team 4 Skills & Edges
Who Is Best Pony? 5 Skill List 59
Acrobat Skills 60
Character Creation Actor Skills 60
O.C.T.A.V.I.A. 7 Artist Skills 60
Origins: The Playable Races 7 Ascetic Skills 61
Origins: Character Basics 10 Athlete Skills 61
Origins: Starting Experience 11 Beastmaster Skills 62
Characterization: Guiding Element 12 Counselor Skills 62
Characterization: Character Concept 13 Cowpony Skills 63
Traits: Attributes 15 Detective Skills 63
Traits: Fortitude & Willpower 16 Doctor Skills 64
Advantages: Natural & Special Abilities 17 Engineer Skills 64
Crystal Ponies 19 Fighter Skills 65
Earth Ponies 22 Leader Skills 65
Griffons 25 Magician Skills 65
Pegasi 28 Marksman Skills 66
Unicorns 31 Navigator Skills 66
Zebras 34 Performer Skills 66
Advantages: Edges 37 Pilot Skills 67
Virtue: Doing The Right Thing 38 Professional Skills 67
Interests: Skills 39 Scholar Skills 68
Advancement: Growing Up 40 Scientist Skills 68
Character Creation Example 42 Scoundrel Skills 69
Socialite Skills 69
Playing An Episode Stalker Skills 70
Structure Of Gameplay 45 Translator Skills 70
Making Skill Checks 47 Edge List 71
Damage, Recovery, & Sidelining 49 Virtue Edges 72
Virtue 51 Story Edges 72
Ending An Episode 52 Power Edges 74
Advantage Edges 74 Quarray Eel 121
Luck Edges 75 Timber Wolf 122
Skill Edges 76 Ursa Minor 123
Racial Edges 76 Ursa Major 124
Special Edges 77 Windigo 125
The Rogues Gallery 126
Magic & Spellcasting Ahuizotl 126
Casting Spells 79 Prince Blueblood 127
Creating Spells 80 Queen Chrysalis 128
The Canterlot Archives 83 Diamond Tiara & Silver Spoon 129
Season One Spells 84 Discord 130
Season Two Spells 90 The Flim Flam Brothers 131
Season Three Spells 96 Gilda 132
Nightmare Moon 133
Running An Episode King Sombra 134
Your Role As The Game Master 103 The Great And Powerful Trixie 135
Getting Things Started 103
Aesthetics Of Gameplay 104 Premade Episodes
Collaborative Storytelling 105 Premade Episode Overview 137
Handling Skill Checks 106 Frights And Nightmare Nights 137
Damage & Sidelining 107 Rodeo And Lariette 141
Lessons & Experience 108 The Myth Of Marelantis 150
Bestiary & Adversaries Miscellaneous

The Tartarus Bestiary 110 S3E Character Sheet 165
Cerberus 110
Changeling 111
Cockatrice 113
Diamond Dog 114
Dragon 115
Fruitbat 116
Hydra 117
Manticore 118
Parasprite 119
Phoenix 120
Introduction
All the ponies in this town are CRAZY!
~ Twilight Sparkle
Welcome! and immersive gameplay experience.
The system also facilitates easy play over
Welcome, fellow Equestrians, to the forums and chat or messaging services,
Season Three Edition of My Little Pony: such as Skype, by not requiring peripher-
Roleplaying is Magic! Its hard to believe al materials such as grids, maps, or min-
its already been a year since the last edi- iatures. Our guiding phrase is Canon fo-
tion, and wed like to start off by saying cused, fanon friendly, meaning the core
thank you--to returning players and our design of MLP:RiM stays as true to the
modest community of fans for sticking original cartoon as possible, while leav-
with us and supporting us while weve ing enough flexibility for game groups to
been working to make this game the best make it their own. The Brony commu-
it can be, and especially to new players nity has a robust and dedicated fanfic-
for picking up this edition and giving it tion community, ripe for game groups to
a chance. My Little Pony: Roleplaying is use for story inspiration and content, and
Magic (or MLP:RiM) is a labor of love we hope to promote this creative energy
for the Brony community, and the great- through roleplaying.
est reward our hard-working team could A new edition of MLP:RiM has been
ask for is to know that its being enjoyed created during and after each season of
by others. It is the love and support of the cartoon to incorporate revised canon
our fans and players which motivates established by the series, as well as to im-
us to continue to improve the quality of prove and alter the design of the game in
MLP:RiM and expand its scope. Without our mission to make it the best it can be.
you, we wouldnt be here, and MLP:RiM Currently, MLP:RiM is on its third edi-
wouldnt exist. Thank you all from the tion, following the third season of the
bottom of our hearts! cartoon series; hence the current desig-
New players may be wondering at nation as the Season Three Edition (or
this point, Just what is MLP:RiM, any- S3E).
way? In a nutshell, its a fan-created pen Returning players should be aware
and paper tabletop roleplaying game that S3E differs considerably from pre-
designed for one to six players and one vious editions of MLP:RiM in several
Game Master (GM), and is based on the important ways. First, S3E uses entirely
My Little Pony: Friendship is Magic car- d6-powered mechanics; this is to appeal
toon series created by Lauren Faust and to a broader audience and grant greater
owned by Hasbro, Inc. The MLP:RiM accessibility to inexperienced players
project is not officially affiliated with, who may not have the more specialized
endorsed by, or licensed by Hasbro; it is dice (such as the d20) used in previous
an entirely unofficial fan creation made editions. Second, to facilitate greater
by Bronies for our beloved Brony com- game balance, S3E has a pre-set list of
munity. The goal of MLP:RiM is to create skills, whereas previous editions used a
a roleplaying experience in line with the less-defined method of handling skills.
aesthetics, themes, and messages of the Third, S3E incorporates a new core me-
original cartoon. MLP:RiM strives to- chanic, Virtue, which consolidates and
ward relative mechanical simplicity con- unifies many similar mechanics in pre-
ducive to younger or first-time gamers vious editions and brings them all into
and/or those who prefer more freeform a more thematically-focused approach.
roleplaying, as well as depth and com- Fourth, S3E has more playable races
plexity of content to appeal to veteran than in previous editions, and a charac-
gamers who look for a more customized ters race no longer impacts their core
1
attributes--instead, it defines the unique in the front of the book.
set of abilities they have access to. Fifth, In addition to the linear structure of
many aspects of gameplay have had their this book, the text is also peppered with
focus shifted from individual characters sidebars to give tips and help explain
to the group of friends as a whole. The or expand on a given topic, mechanic,
most notable example is that characters or gameplay point. These sidebars are
do not have individual pools of Experi- themed, pairing their general content
ence Points--instead, the entire group with one of the mane six characters in
shares and advances a single pool of XP the Friendship is Magic cartoon, as fol-
and benefits from it equally. There are lows:
many other changes from previous edi-
tions, but suffice it to say that S3E should
be approached by returning players as
being an entirely new game, or a spiri-
tual successor to previous editions, but
not a direct mechanical progression from
them.
New and returning players alike are
encouraged to read through this Intro-
duction section to help familiarize them-
selves with, and prepare themselves for,
the S3E system and rulebook. Those who
want to jump right in, however, may be Fluttershys sidebars typically ad-
able to skim through quickly and jump dress the best practices for making
right into the next sections and the main sure that everyone in the group has
meat of S3E. However you choose to fun, and how to avoid pitfalls which
proceed, we hope you thoroughly enjoy can undermine an enjoyable col-
this game, and you have our most sincere laborative storytelling experience.
thanks for giving it a shot!
How To Read
This Book Twilight Sparkles sidebars typically
This rulebook is organized into several
sections to allow for easy reference navi- deal with charac-
gation and to guide players intuitively ter progression,
through learning S3Es mechanics and power, and scale,
content. Sections are color-coded, mak- as well as dis-
ing it easy to find what you are looking cussing optimi-
for when flipping through pages, and the zation and how
current section has a symbol as a visual to approach
cue as well. The best way to read through character
this rulebook is to do so straight through build-
from start to finish; as with any RPG ing and
rulebook, referencing back and forth handling
through sections can be done during challeng-
gameplay by using the table of contents es efficiently.
2
Raritys sidebars typically focus on
memorable and meaningful charac-
terization, suggest good roleplaying
practices, or give
ideas and inspira-
tions for Rainbow Dashs sidebars serve as a
h o w quick reminder and reference for
to im- players; they are typically found at
prove the beginning of important sub-
a game sections, providing a short sum-
or story mary or overview of the section.
in progress.
What Youll
Need To Play
S3E is relatively light in terms of the
Applejacks sidebars are generally materials necessary for a group to play.
forthright and straightforward com- Ideally, a group of players should be able
ments on as- to play an adventure (or Episode) with
pects of S3Es only a few materials found around most
design, and homes. To play an Episode of S3E, youll
why a given me- need the following things:
chanic or rule Some Friends! S3E is meant to be
is designed in played with one to six players and one
a certain person serving as Game Master (or
way as op- GM), who runs the Episode and is re-
posed to sponsible for bringing it to life around
other pos- the characters.
sibilities. Six-Sided Dice. You will need at least
one, preferably three or more, six-sided
dice (or d6s). These can be found in
most board games, as their size and col-
oring do not matter when playing S3E.
Pencils (or Pens) and Paper. Like
Pinkie Pies sidebars any pen and paper tabletop RPG, there
typically give tips and is a certain amount of note-taking and
ideas for focusing on bookkeeping involved in playing S3E;
the group aspect players will need to keep track of their
of gameplay; characters amount of various types of
S3E is best points and attributes during gameplay.
played with
Character Sheets. Any player who
a coop-
will be controlling a character (that is,
erative group
everyone except the GM) will need a
mindset, instead of one dedi-
character sheet for their character. The
cated to individual power or profit.
S3E character sheet is provided in the
3
back of this book. to life. She has gone even further for S3E,
This Rulebook. Finally, your group in addition to drawing her webcomic,
will need a copy of this rulebook for ref- Walking on Broken Glass.
erence and to guide the group through Sketchbook, aka Michael Simpson, is
certain parts of gameplay, such as char- an aspiring animator, and illustrator for
acter creation, formulating spells, or re- MLP:RiM, who also joined the team as
solving Skill Checks. While one copy of part of the Season Two Edition. He cre-
this rulebook is all thats necessary, you ated a trio of beautiful watercolor paint-
may wish to have more at hand. ings for the S2E rulebook, and has since
returned for S3E, creating and designing
The MLP:RiM the S3E GMs screen.
Emerald Dusk, aka Casey Hayes, is
S3E Team the lead content creator for MLP:RiM,
joining the team for the Season Three
Finally, wed like to take the last part Edition. Under his direction, S3E has
of this Introduction section to give a been fleshed out with all kinds of valu-
little background and introduce the ten- able content, including spells, creatures,
person team behind MLP:RiM, and the characters, and pre-made Episodes ready
Season Three Edition. to be played right out of the box.
Tall Tail, aka James Weimer, is the Serious Business, aka Dominik
project lead of MLP:RiM. As an aspir- Makowski, is a content creator for
ing game designer, he has been at the MLP:RiM, also joining the team for the
helm of the games core design and vision Season Three Edition. Originally a player
through each edition, and has sought to of S2E, he was brought on-board to assist
improve it each time as he develops his in converting canon from the original
own craft in game design in pursuit of his cartoon into three seasons worth of us-
dream. able content for S3E.
Know-It-All, aka Samuel Hanson, is Kindle Bright, aka Shannon Mc-
the co-founder of MLP:RiM, as well as Murtry, is the community manager and
the co-founder of Roan Arts, LLC, the an illustrator for MLP:RiM. She joined
independent development studio which the team for the Season Three Edition to
the game is published and copyrighted help manage the increased workload of
under. He has helped to design and re- S3Es expanded scope and depth, and has
fine MLP:RiMs core systems from rough since become vital in interacting with the
ideas to working mechanics. player community.
Artsy Heartsy, aka Daniel Oakley, is Blue Bolt, aka SilentMatten (Mat-
the web / layout artist, and technical lead, thew Hollatz), is the vector artist for
for MLP:RiM. He joined the team during MLP:RiM, joining the team for the Sea-
the final days of the original Season One son Three Edition. His exceptional vec-
Edition, turning it from a basic Google tor work is well-known on DeviantArt,
Doc into a well-designed booklet, com- which led to his recruitment to create
plete with artwork and, eventually, even vector illustrations to be used to supple-
a website to call home. ment S3Es increased amount of content.
Pixel, aka Caytlin Vilbrandt, is the Silver Lining, aka Alan (Alex) Baker,
art direction lead and lead illustrator for is the editor for MLP:RiM, joining the
MLP:RiM. She joined the team as part team late in the Season Three Edition de-
of the Season Two Edition, and created velopment cycle. Originally a playtester
dozens of original illustrations to bring it for S3E, he was recruited to lend his ex-
4
perience, expertise, and attention to de- word crepuscular in conversation, and
tail to ensure that the S3E rulebook is far Twilight delivers.
better than previous editions. Serious Business: Theres one pink
If you have any questions, comments, maniac that intrigues me most. The one
or feedback on MLP:RiM, wed love to that, while happy, is a great party host;
hear from you! Just send us an email alone, when cotton candy melts to pink
at TallTailTellsTales@gmail.com! In ad- waterfalls, starts talking to turnip buck-
dition, if youd like to join our growing ets in her own four walls. And let me add
community of players, or just find out that her darker side, is what helped me
more about the project, head over to our finally decide.
website at www.MLPRiM.com! Kindle Bright: As far as Best Pony
Who Is Best goes I have quite a few favorites, but I
choose Pinkie Pie because she and I share
Pony? the same love of laughter and we both

endlessly enjoy making others laugh. She
Our teams answers to the age-old, shows that so long as you choose to laugh
all-important question. Whos right, and in the face of your fears, nothing can stop
whos foal-ish? You decide! you, and that wisdom can be found in sil-
Tall Tail: Cross my heart and hope to liness.
fly, my Best Ponys Pinkie Pie! Blue Bolt: Rarity is Best Pony because
Know-It-All: AppleJacks Best Pony; she is the most generous and gorgeous
shes honest and dedicated to doing the pony of them all. Although looks might
right thing. Where others get by on spe- not make the mare, the way her mane is
cial powers, Applejack uses good old- styled shows she takes the time to look
fashioned willpower and hard work to her best.
get things done. Silver Lining: Fluttershy may be
Artsy Heartsy: Pinkie Pie and Twi- afraid of a great many things, but shes
light tie for me. Pinkies bright, glow- certainly not afraid to be herself, accept
ing outlook on all things in life, as well her limitations, and stick to what her
as Twilights love of helping her friends, heart tells her, even if other pegasi might
both click pretty well with me. make fun of her for it. Furthermore, de-
Pixel: Best Pony is Sweetie Belle. Shes spite the misguided notions of others in
warm, enthusiastic, overwrought, and a the MLP:RiM family, Im sure shed let
totally different character from her sister, her friends have the title of Best Pony
which I find to be a... rarity. (Badumtssh.) if it made them happy, and
Sketchbook: Fluttershys definitely thats what makes her Best
Best Pony (as well as adorable). Even Pony.
though shes timid most of the time, she
can show some serious backbone
when she needs to! She kills with
kindness, and I think that thats
the best way to be.
Emerald Dusk: I, for one, wel-
come our new magical overlord,
Princess Twilight. Books and sci-
ence are one thing, but I am happy
for any given reason to use the
5
Character Creation
All you have to do is take a cup of flour, add it to the mix...
~ Pinkie Pie
O.C.T.A.V.I.A. starting Talent, as well as their Fortitude
and Willpower scores which measure
Creating a character in S3E can be their ability to endure hardship.
an involved process, depending on the Advantages establishes a characters
type of game you are playing, the level Race-based Natural Abilities and Spe-
of play your group is starting at, and cial Abilities, as well as allowing them to
the amount of experience you and your choose a starting Edge--a unique bonus
group have with pen and paper RPGs. they have access to.
There are many aspects about a charac- Virtue briefly educates you the player
ter to consider and define during char- about S3Es Virtue resource; what it rep-
acter creation, from the basics of their resents, how it is gained, how it is used,
race and appearance, to their skills and and how it may be lost through character
abilities, to the unique advantages they behavior.
are entitled to choose. For this reason, Interests establishes a characters
character creation follows the acronym starting Skills; distinct areas of training
O.C.T.A.V.I.A. to make the whole pro- and ability which are used in many ac-
cess linear, easy to follow, and easy to tions a character takes to determine the
learn for new players. The following sec- success or failure of those actions.
tions will walk you through character Advancement educates the player
creation according to this process; but about how Experience Points are earned,
first, a quick explanation of what the let- what a character gains as a result of in-
ters of the O.C.T.A.V.I.A. acronym stand creasing their groups Experience Points,
for. and what Advancement Rewards a char-
acter may gain and apply based on the
Starting Experience Tier established in
Like the saying goes, the Origins section.
no mare is an is-
land, entire of itself.
Character cre-
Origins: The
ation can be
a lot of fun
Playable Races
when done
as a group!
Origins establishes the most basic and

fundamental aspects of a character; their
Race, Gender, Appearance, Name, and There are six playable Races in S3E:
Starting Experience Tier, some of which Crystal Pony, Earth Pony, Grif-
are used later in character creation. fon, Pegasus, Unicorn, and Zebra.
Each one has its own Natural Abili-
Characterization fleshes out a char-
ties and Special Abilities to consider
acter as more than just numbers and
when choosing which Race to play.
mechanics, establishing their Guiding
Element as well as their Background, The first step of character creation is to
Perspective, and Direction for the future. decide which of the playable Races your
Traits establishes a characters initial character will be. In S3E, a characters
Attribute scores through their choice of a Race does not influence their Attributes
7
or restrict their choice of Skills; it sim-
ply determines what unique powers and Earth Ponies
abilities the character begins with and Earth Ponies are one of the three races
may learn or improve over time. Races which migrated from the pony home-
also do not carry any penalties; at most, lands of old and founded modern-day
a Race may have a trade-off of sorts, Equestria. They are hard-working and
changing how the character performs multi-talented, used to cooperating and
certain actions. In this way, every Race finding clever ways of solving their prob-
is special and unique. This section will lems due to their lack of magical ability.
briefly summarize each of the six Races Like all the pony races, Earth Ponies have
to allow you to get a feel for them without a Special Purpose and a cutie mark to go
getting into the details of their mechanics with it; performing tasks in line with
any more than is necessary; as this chap- this purpose is easier for them than for
ter goes on, we will explore the Races and others. They are also Virtuous, giving
their unique mechanics and abilities in them more inner reserves of strength
more depth. and determination to call upon. Many
Crystal Ponies Earth Ponies would consider themselves

a Workhorse, being ready, willing, and
Crystal Ponies are the remnants of the able to endure hardships which would
long-lost Crystal Empire, a race which defeat other characters. Likewise, many
has endured great hardship in the past Earth Ponies follow The Earth Pony Way,
and has only just recently returned to the learning many and varied skills to make
world after centuries spent missing due themselves an asset in almost any situa-
to an evil magical curse. While Crystal tion. Finally, almost every Earth Pony is
Ponies dont have the arcane magic of Industrious and used to making use of
modern spells, they have a power of their tools and machines to effectively accom-
own which is tied to their love, faith, and plish whatever task is set before them.
joy in life. Like the modern pony races,
Crystal Ponies have a Special Purpose Griffons
and a cutie mark to go with it; this gives Griffons are an exotic race from across
them an inherent ability to do certain the sea, a winged combination of a lion
things better than others. Their Recover- and an eagle with a fierce heart and,
ing Memory can allow them to remem- sometimes, a quick temper. Griffons are
ber a skill or ability they knew from their highly accomplished flyers, and can turn
long-lost past, coming in handy in a key into a real Speedster for a short time,
situation. Having endured ancient hard- moving and acting twice as fast as oth-
ships, the inner magic of a Crystal Pony ers. For that matter, a Griffon is a natural
gives them a Resonant Recovery ability to Skywalker, able to fly as easily as they can
bounce back quickly from hardships they walk or run, and able to walk on clouds.
encounter now, and can even help their On the one hand, Griffons have a Lion-
friends. Likewise, as long as they keep heart when they or their friends are ex-
their spirits up, their inner magic gives posed to harm or hardship, rising to the
them and their friends a Reflective Pro- occasion to face down difficulty head-on.
tection against hardship and harm in the On the other hand, they also have an Ea-
first place. Finally, their affinity for us- gles Splendor, driving them to excel in a
ing crystals in their daily lives has given variety of skills and capabilities. Finally, a
them a kind of Crystal Heart, providing a Griffons Wing Power lets them improve
bonus whenever they use crystals. their flying abilities to truly impressive
8
levels if they put forth the effort to de- spells with less of a drain on their inner
velop them. strength. Finally, by focusing on spell-
Pegasi
casting, some Unicorns become Talented
at doing so--better able to bend magical
Pegasi are the winged pony race de- forces to their will in a variety of situa-
scended from a proud warrior society, tions.
and from their capital in Cloudsdale they
serve as the current guardians of the sky Zebras
and shepherds of the weather all across Zebras are a rare and unique equine
Equestria. Like all the pony races, Pegasi race hailing from distant lands and prone
have a Special Purpose and a cutie mark to wandering the wide world in search
to go with it, giving them an advantage of knowledge and wisdom. Many char-
over others when they perform cer- acters could go their entire lives with-
tain tasks. The wings of a Pegasus make out encountering a Zebra, and Zebras
them a Skywalker, able to easily fly and often have had experiences most others
soar through the sky as well as walk on have not. The Stripes And Sigils adorning
clouds. Like the namesake flying group, their body align them with certain skills,
a Pegasus can summon their inner pride giving them natural bonuses to certain
as a Wonderbolt to push themselves and associated tasks. Because of their inter-
pull off a difficult task. Some Pegasi focus est in hidden knowledge, a Zebra is a
on their job as part of Equestrias Weather natural Loremaster, with an inherent gift
Patrol, learning how to change, and even for scholarly research. Many Zebras are
create, weather patterns and effects. Fi- versed in Alchemy, an exotic art whereby
nally, a Pegasus Wing Power can allow they can reproduce certain spells with
them to truly excel at flight and aerobat- potions, talismans, powders, and the
ics if they develop their abilities. like. Among these, some learn to be a
Unicorns Brewmaster, becoming more effective at

creating alchemical substances and reci-
Unicorns are the horned pony race pes. Finally, due to their travels across
hailing from their capital of Canterlot, the world, Zebras may be well-versed in
who are the guardians and practitioners Exotic Lore, able to remember or discern
of arcane magic and spellcasting. In days something about even new or obscure
of old, Unicorns were aristocratic and entities and situations.
responsible for raising the sun and the
moon, but over time they have become Diversity is impor-
just as diverse as any other race. Like all tant! When decid-
the pony races, Unicorns have a Special ing which Race your
Purpose and a cutie mark to go with it; character will be,
this gives them an inherent inclination work with the
to do some tasks better than others can. other play-
Unicorns make use of natural Telekine- ers in your
sis, their inborn power to move and ma- group and
nipulate objects magically. For Unicorns, your GM, and
Friendship Is Magic; by studying magical consider making your groups
aspects and the construction of arcane characters out of a variety of Races; it
power, they can learn to cast spells. Cer- will add flavor and versatility to your
tain Unicorns are Great And Powerful, group, just like it does in real life!
training themselves to be able to cast
9
Origins: of aging, or if, conversely, they are obvi-
ously youthful.
Character Basics It can be tempting to give your char-

acter a wacky or outlandish center of
attention appearance, with odd fea-
tures and markings
in an attempt to be
unique.
In gen-
All characters need to have their eral,
gender noted, their physical appear- how-
ance created (including their cutie ever,
mark, if applicable), and last--but a less
not least--they need a name and is more ap-
any nicknames they are known by. proach works
best; a rela-
The next step in the Origins section tively normal-
of character creation is to establish the looking character with just one odd
three basic character aspects of gender, feature draws attention just as well,
appearance, and name. These have no and theres nothing wrong with look-
mechanical impact on your character, ing normal. What matters is how
but can potentially be important to an your character behaves, the choices
Episode in progress; for example, if a they make and the lessons they learn,
witness to the theft of a valuable artifact not how they look on the outside.
from a museum gives a description of the
thief, it may be important to know what Name means exactly what it says;
your characters physical appearance is your characters name. It is important,
in case it happens to match the thief s however, to have both their full name, as
description, thus adding intrigue to the well as any nicknames they are known
Episode. Furthermore, having a good by. By the same token, any notes about
idea of who your character is physically their name should be put down as well;
can help you feel more in tune with your for example, if they find their middle
character. For these reasons, although name embarrassing, and thus no one else
they may seem obvious or trivial, these knows it because they never use it.
character basics are important.
Gender means whether your charac-
ter is male or female (or other); as simple
as that.
Appearance means your characters
physical appearance, from mane and tail
color and style, to coat or feather color,
facial hair (if any), eye color, height, body
shape, cutie mark (if they have one), out-
fits they typically wear, accessories they
keep with them, and any other distin-
guishing marks. In addition, it should
be noted if they are showing any signs
10
Origins: Veteran players might ask, why does
Starting Experience S3E use Experience Tiers instead of
classic Lev-
els? Its most-
ly a matter
of scope and
context. S3E is
meant to fa-
cilitate ro-
Instead of classic Levels, S3E has Ex- l e p l ay i n g
perience Tiers; your GM will give over roll-
you the Experience Tier your group p l a y i n g ,
is starting at. This isnt very impor- a n d
tant now, but it will be toward the many de-
end of character creation; the im- sign decisions were made to this
portant thing is to note the number end. The point of Experience Tiers
of Experience Points your group is instead of Levels is so that some-
beginning play with, and your char- thing can be created to be suitable
acters Experience Tier accordingly. for an entire Experience Tier, as op-
posed to a Level range, which can be
The primary measure of a characters hard to conceptualize. Saying Heroic
level of ability and power is the amount Tier creates a narratively-oriented
of Experience Points their group has, and mental image where Levels 13 to
thus the Experience Tier they have at- 16 typically creates a mechanically-
tained. There are seven Experience Tiers oriented one--and in S3E, story is
in S3E, and the final step in the Origins emphasized more than numbers.
section of character creation is to find
out from your GM which one your group The seven Experience Tiers are:
is starting at, and note it as well as the Youth (0 XP), which is appropriate
number of Experience Points (or XP) for characters who are meant to be rela-
associated with it. This will determine tively inexperienced and unskilled.
what bonuses your character gains in the Adult (30 XP), which is appropriate
final step(s) of character creation. In ad- for characters who are meant to be ca-
dition, their Experience Tier can provide pable and skilled, but not powerful.
some insight into your characters age Veteran (75 XP), which is appropri-
early on, and later, possibly their general ate for characters who are meant to be
reputation. capable and slightly powerful.
Heroic (140 XP), which is appropri-
ate for characters who are meant to have
developed some substantial power and
ability.
Champion (225 XP), which is ap-
propriate for characters who are meant
to be some of the best of the best.
Sovereign (325 XP), which is appro-
priate for characters who are meant to be
in a class entirely of their own.
11
Celestial (425 XP), which is appro- is found in characters who have a deep
priate for characters who are meant to be compassion for others, and an accep-
almost unmatched and legendary. tance of others for who they are. A kind
character seeks not only to do no harm,
Characterization: but also to heal hurts in others, and nur-
ture them. While they arent necessarily
Guiding Element as generous, encouraging, or devoted as
others might be, a character who embod-
ies Kindness has a deep compassion and
empathy for others which most do not.
They are more aware of someones feel-
ings and well-being, and how their ac-
tions--and the actions of others--might
affect them. For this reason, a kind char-
Every character chooses one of the acter tends to be reluctant to engage in
six Elements of Harmony (Kindness, confrontation and might try to stop it
Laughter, Generosity, Honesty, Loy- before it starts, and would be the first to
alty, or Magic) to be their Guiding El- make peace afterward and take care of
ement, the ideal they strive to uphold. those who were harmed.
The main benefit of this is that follow- Laughter: The Element of Laughter is
ing it can earn Virtue for a character. found in characters who are optimistic at
their core, and seek to use their positiv-
The next section of character creation ity and energetic good cheer to make the
is Characterization, and the first step is world a better place. A cheerful character
to choose your characters Guiding Ele- tends to be upbeat and rarely discour-
ment from the six Elements of Harmony. aged or fearful; even when things are at
Each of the Elements of Harmony em- their worst, they can find the silver lining
bodies a number of concepts and ideals in the dark clouds. While they can tend
which can inform a characters personal- to be odd or appear to not take things
ity and outlook on life, helping them to seriously, this is often not the case; a
make decisions and react appropriately cheerful character generally understands
to situations. However, it is important to the gravity of a situation, but chooses to
note that a characters Guiding Element focus on the positive and fun aspects of it
does not restrict their behavior in any instead of dwelling on the grim and nega-
way; a character has aspects of each Ele- tive. For this reason, a cheerful character
ment of Harmony within them, to vary- tends to be more apt to encourage others
ing degrees. The one they choose as their than to oppose them; they are more likely
Guiding Element is simply the one which to throw a party to try to change some-
they best exemplify, and most strive to ones attitude than to argue with them.
uphold. Generosity: The Element of Gener-
The most important mechanical rea- osity is found in characters who read-
son for a character to strive to embody ily make sacrifices for others, giving of
their Guiding Element is that it provides their time, effort, possessions, and even
an avenue for obtaining points of Virtue, opportunity. While Generosity is simi-
which serve many valuable purposes to lar to Kindness, it differs in that while a
help characters and groups during an Ep- kind character might nurture someone
isode. The six Elements of Harmony are: by making sure that they get the medi-
Kindness: The Element of Kindness cal care they need, a generous character
12
would absolutely insist on taking care of While a loyal character shows aspects of
the person themselves. Its not enough the other Elements in the things they do,
for a generous character to make sure they usually show them more when serv-
someone gets something nice or some- ing their friends. While they might help
thing they need; a generous character others and reap the glory for themselves,
has a deep need to make, give, or deliver when helping friends they are likely to do
it themselves, personally. This can get so even to their own detriment. This is
them into trouble by causing them to try the difference between a loyal character
to take on too many responsibilities and and anyone else: a loyal character will
thus suffer from the weight of the world, push themselves far beyond the lengths
but it is this theme of personal and dedi- they would normally go to when they do
cated self-sacrifice which is the mark of a so out of loyalty to those they care about.
generous character. Magic: The Element of Magic is
Honesty: The Element of Honesty found in characters who approach the
is found in characters who focus on world with an outlook of idealism, faith,
personal integrity, responsibility, and and wonder, and strive to see what makes
straightforward morality. An honest all things special. A wondrous character
character is more than simply someone focuses on the unique and the important,
who doesnt tell lies (in fact, they may lie looking for what makes each pony, each
if it serves a higher sense of responsibil- situation, each experience, magical. Of-
ity); they have an honest heart, and try ten, a wondrous character tends to have
to be dependable in all aspects of their an innocent, even naive, outlook on life;
life. An honest character usually has very they have an optimism which is similar
strong self-discipline, and firm convic- to (but more restrained than) a cheer-
tions in what they think is right or wrong; ful characters. A wondrous character
they rarely (if ever) cheat, even against approaches situations with a unifying
their enemies. To an honest character, a faith in the world around them and their
commitment they have made is a sacred friends, and more often than not, it is
duty--an oath or vow that they must ful- they who more readily see the magic of
fill at any cost and by any means neces- friendship for what it truly is.
sary. This can lead to an honest character
being blind to the assistance others can
offer, as they focus on their own personal
Characterization:
responsibility and how important it is to
their honest heart that they make good
Character Concept
on their promises. But it is this depend-
ability and firm moral core of steadfast
integrity which defines an honest char-
acter.
Loyalty: The Element of Loyalty is
found in characters who place immense
value on those who they consider impor- Every character has three basic con-
tant, and choose those friends over oth- ceptual areas of development to
ers--and even themselves. A loyal char- flesh out: Background (their past
acter desires value and acceptance from and history), Perspective (their
their friends, and regularly does things views on the present), and Direc-
in service to their friends which they do tion (their goals for the future).
not--or cannot--do in service to others.
13
The second (and final) step in the general but also specific where the char-
Characterization section of character acter has specific views and convictions.
creation is to flesh out and develop your Often, a characters Perspective evolves
characters concept. All well-defined from their Background--how their life
characters have three areas in which has shaped their outlook to the present
their concept should be developed: their day. It is also informed by their Guiding
Background, their Perspective, and their Element.
Direction. While these three areas have Direction: A characters Direction
the least mechanical and numerical im- is their aims and goals, both in the long
pact on a character, they can have the term and the short term. In general, all
most influence on how a character is characters have goals, and these goals of-
roleplayed, as well as how they develop ten evolve out of their Background and
and grow over time. This informs their Perspective. A characters Direction can
advancement and how they view things be widely varied between aspirations
which are important to the story, such as (things to achieve) and passions (things
morality and ideology. to spend time doing).
Remember, less is more! Dont try to

lock in every aspect of your character
concept; leave some wiggle room for
self-discovery and
growth over time.
Also, re-
mem-
b e r
Its best to develop your character con- t h a t
cept with the other players in your t h e r es
group and your GM, to make sure ev- nothing
eryones comfortable with each other; wrong with
theres nothing worse than starting an being a nor-
Episode only to find that the characters mal charac-
in the group arent compatible with one ter; Applejack
another, or arent motivated to take is one of the most active, involved,
part in the action of the Episode, be- and beloved ponies in Ponyville,
cause everyone had a different idea of and shes as down to earth (par-
how the group would work as a whole. don the pun) as anypony can get.
Background: A characters Back-
ground is their personal history; the
important events and elements of their
life which have made them who they are
today. A characters Background doesnt
need to be completely comprehensive; it
is often best to leave a little wiggle room
to allow new things to be discovered
about their history as the story progress-
es.
Perspective: A characters Perspective
is their current outlook on life, usually in
14
Traits: find solutions nopony else has thought
of, and remember important facts no one
Attributes else did. They are often natural leaders,

but can also be some of the best advisors
and educational characters in any group
of friends.
Body: The Body Attribute represents
a characters muscular strength and pow-
er, as well their toughness, stamina, and
ability to resist injury and fatigue. It also
Characters have three Attributes: represents their speed, quickness, reac-
Mind, Body, and Heart. Each At- tion time, and overall swiftness. Finally, it
tribute starts at 1. Choose one represents their agility, dexterity, flexibil-
starting Talent, and apply its bo- ity, and bodily coordination--their ability
nus, permanently increasing the to maneuver and move gracefully. Char-
Attribute score(s) it applies to. acters with a high Body score tend to be
stout, strong, athletic, and fast characters.
The next section of character creation They approach situations with a mental-
is Traits, and the first step is to determine ity of being ready for hard work, and are
your characters starting Attributes by undaunted by difficulty. They are likely to
picking their first Talent. Whenever a succeed in a clinch, and can usually be
character attempts an action for which depended upon to accomplish any physi-
the GM makes them roll to determine cal task set before them. They are often
the outcome, the character gets a bonus the go-to characters in many situations,
to the roll according to the Attribute it and can be some of the most relied-upon
is based on; while rolls are explained in characters in any group of friends.
more detail later, the basic rule is that Heart: The Heart Attribute represents
each Attribute represents the characters a characters charm and force of pres-
inherent capability in its area, and the ence: their charisma, determination, and
higher an Attribute is, the better it is for bearing. It also represents their sensitivi-
the character when they attempt an ac- ty, empathy, compassion, care, and ability
tion based on it. There are three Attri- to connect with other creatures. Finally,
butes in S3E: it represents their creativity and artistic
Mind: The Mind Attribute represents expression. Characters with a high Heart
a characters intellect, reasoning, prob- score tend to be strong-willed, compas-
lem-solving ability, logic and analytical sionate, charismatic characters. They
ability. It also represents their memory approach situations from their own per-
and knowledge: how much they can re- spective, and often help avert disaster
member and how much sheer informa- with their personalities. They are likely to
tion they have access to. Finally, it rep- make friends and allies with the most un-
resents their perception and senses: how expected creatures and characters. They
well they see, hear, smell, taste, feel, and are often supporting characters in most
notice about those senses. Characters situations, though when they see what
with a high Mind score tend to be all- must be done, they can become a rallying
around clever, intellectual, and percep- force in any group of friends.
tive characters. They approach situations
intelligently and rationally, and notice
things others do not. They are likely to
15
Starting Talent
Each of a characters Attributes begin
Traits:
at 1, and are improved by choosing Tal- Fortitude & Willpower
ents. A Talent is a bonus package which
increases a set Attribute or combination
of Attributes by a specific amount. Char-
acters are entitled to choose one starting
Talent and apply its bonus, permanently
increasing the Attributes listed in the Tal-
ent by the amount indicated.
Characters have two hit point pools;
Fortitude (for fatigue or physical
Talent Name Attribute Increase
harm) and Willpower (for mental
Egghead +3 Mind or emotional harm). Their maxi-
Iron Pony +3 Body mum scores are calculated from the
Show Stopper +3 Heart characters Attributes as follows:
Smart Cookie +2 Mind, +1 Heart Fortitude = (Body + Heart) x 5
Willpower = (Mind + Heart) x 5
Student Athlete +2 Mind, +1 Body
Prize Pony +2 Body, +1 Mind The second (and final) step of the
Daredevil +2 Body, +1 Heart Traits section of character creation is
Drama Queen +2 Heart, +1 Body to calculate your characters maximum
Crusader +2 Heart, +1 Mind Fortitude and Willpower scores based
on their Attributes. Fortitude and Will-
power are two separate pools of points
which represent your characters ability
Why Talent packages instead of just to endure various types of hardship and
awarding Attribute points for charac- harm before they are temporarily over-
ters to spend? whelmed (or Sidelined) by damage.
Using Talents A characters maximum Fortitude and
instead of At- Willpower are calculated using two Attri-
tribute points butes each; as gameplay progresses, any
means that time a characters Attribute scores change
characters cant due to a new Talent being chosen, their
be min- maximum Fortitude and/or Willpower
maxed to scores will change as well. A characters
focus on maximum Fortitude and Willpower are
maximiz- calculated as follows:
ing one Fortitude - (Body + Heart) x 5
Attri- Fortitude represents a characters fit-
bute to the exclusion of all else. Tal- ness and endurance, as well as their
ent packages strike a happy medium resistance to physical harm, wounds,
between encouraging customization and injuries. Whenever they are physi-
and discouraging power-gaming. cally injured, they take damage by losing
points of Fortitude.
Willpower - (Mind + Heart) x 5
Willpower represents a characters
16
self-esteem and determination, as well Abilities. These are the unique powers a
as their resistance to fatigue and mental/ character is entitled to develop and make
emotional harm. Whenever they are dis- use of as a result of their Race. These
couraged or scared, they take damage by Abilities are the only restrictions on a
losing points of Willpower. characters development; a character may
advance and expand in any other way,
As you can tell from the formulas for but they may only make use of the Natu-
calculating For- ral and Special Abilities of their Race.
titude and Will- Natural Abilities are passive, inher-
power, the Heart ent powers which every member of a
Attribute helps characters Race has access to equally. For
with both; example, every Pegasus has wings and
thus, to maxi- can fly, and every pony race has a Spe-
mize your cial Purpose. A character doesnt need to
Fortitude purchase or unlock their Natural Abili-
and Will- ties; they have them right from the start.
power Each Race has two Natural Abilities.
gain, im- Special Abilities are powers which
prove your every member of a Race has the po-
Heart score! tential to develop, but not every mem-
ber of the Race chooses to develop and
Advantages: make use of them, and even those who

do may not develop them to the same
extent. For example, every Unicorn has
Natural & Special Abilities the potential to cast magical spells, but
not every Unicorn does; and even among
those who do, some develop their spell-
casting prowess more than others do.
Special Abilities must be unlocked and
improved by spending Ability Points,
which a character may choose to obtain
Each Race has two Natural Abili- as they advance and grow. Each Special
ties (free) and three Special Abilities Ability begins at 0, and each Ability Point
(which must be bought/improved spent improves a Special Ability by one
with Ability Points). Special Abili- point, up to a maximum determined by
ties begin at 0, and have a maximum the Special Abilitys type. Each Race has
number of Ability Points which can three Special Abilities, of three different
be spent to unlock and improve types: Primary, Secondary, and Utility.
them (on a one-for-one basis) ac- Primary Special Abilities have a maxi-
cording to their type: Primary (max mum of 20 Ability Points which may be
20), Secondary (max 10), and Utility put into them. Typically, they represent
(max 6). Characters spend 2 Abil- the central and most prominent, or at
ity Points during character creation. least the most powerful, of a Races Spe-
cial Abilities.
The next section of character cre- Secondary Special Abilities have a
ation is Advantages, and the first step is maximum of 10 Ability Points which
to determine and apply the effects of a may be put into them. Typically, they
characters Natural Abilities and Special represent a non-standard power a Race
17
exhibits, or may supplement or augment your characters Natural Abilities and
a Races Primary Special Ability. Special Abilities before playing your
Utility Special Abilities have a maxi- character in an Episode.
mum of 6 Ability Points which may be
put into them. Typically, they represent a
simple natural talent, or an area of inher-
ent skill, of which a Race usually has the
general inclination to make use.
Starting Ability Points

A character gains 2 Ability Points
which must be spent during charac-
ter creation to improve their Special
Abilities in whatever combination they
choose. Each Ability Point spent increas-
es a single Special Ability by one point.
Consider working
together with the
other players in your
group and your
GM when de-
ciding how
to spend
your Abil-
ity Points; as
a general rule, its smart for a
group of characters to be able to cover
multiple types of situations by spread-
ing out who is capable of doing what.
Natural & Special Abilities

By Race
Use the following tables and explana-
tions of each Races Natural Abilities and
Special Abilities to make your decision
on how to spend your characters starting
Ability Points. A characters Natural Abil-
ities and Special Abilities may require
extra work to apply their effects, and/or
may alter character creation (if a charac-
ters Natural Abilities or Special Abilities
contradict a rule found anywhere else in
character creation, follow the character-
specific rule instead of the general rule).
Be sure to make adjustments accordingly
and perform any other tasks required by
18
Crystal Ponies
Natural Abilities
Special Purpose
Earth Ponies, Pegasi, Unicorns, and Crystal Ponies all have something special they are
naturally inclined toward; something they are meant to do, or something meaningful they
are especially inclined to accomplish. This Special Purpose typically manifests itself early in
a ponys life, and eventually becomes represented by a ponys Cutie Mark. A Special Purpose
isnt a vocation or a profession, but rather more of a philosophical or life mission thing. For
example, to bring out the beauty in the world, or to care for those in need, are good Spe-
cial Purposes; something like to be a great baker, on the other hand, isnt.
During character creation, an Earth Pony, Pegasus, Unicorn, or Crystal Pony player should
work with their GM to come up with their characters Special Purpose. Once set, it does not
change over the course of gameplay. At some point before reaching 30 XP, the player should
also develop their characters Cutie Mark, and have it appear on their characters flank.
On any Skill Check in which a characters Special Purpose reasonably and meaningfully
applies, they gain a +2 bonus to the 2d6 roll made to determine the Skill Checks success or
failure.
Recovering Memory
Crystal Ponies have been gone for a thousand years, and their memories have faded from
the effects of curses and dark magic. While many Crystal Ponies recover their memories
over time, it often takes key moments to bring important pieces of information back to them
about their lives, their histories, and their abilities themselves.
Accordingly, Crystal Ponies do not have to spend Advancements immediately, as other
races do. They may, if they wish (they are by no means required to), save one Advancement
at a time, and spend it at any time during Narrative Mode--the stress and distraction of most
Cinematic Mode scenes doesnt allow them to focus on regaining their lost memories, how-
ever; restricting them to spending Advancements only in Narrative Mode. A Crystal Pony
character cannot save Edges; they must spend them as normal.
There is an additional limit to this, however. A Crystal Pony may only have one Advance-
ment saved at a time. When they earn a second, they must immediately spend any one saved,
so that they only ever have one Advancement saved at any given moment.
19
Special Abilities
Primary Special Ability:
Resonant Recovery
Crystal Ponies are unique in that their inner self is reflected in their outward state directly;
the higher their spirits, the stronger and more graceful they appear to be--and likewise, the
lower their spirits, the more they seem to be weak and beleaguered. This resonance of their
inner state with their outer state can serve as a strong benefit, however--as it means that they
may naturally capitalize on their own recovery from hardship, and their friends can benefit
from this resonance as well.
By putting points into this Special Ability, whenever a Crystal Pony recovers Fortitude
and Willpower through the effects of a point of Virtue, they gain bonuses to their recovery.
In addition, as more points are put into this Special Ability, the Crystal Ponys friends begin
to gain some benefits of recovery as well whenever the Crystal Pony recovers Fortitude and
Willpower with a Virtue point.
Ability Points Benefits

1 Ability Point Gain +2 Fortitude and Willpower when recovering with Virtue
2 Ability Points Friends recover 1 Fortitude and Willpower when you heal with Virtue
3 Ability Points Gain +4 Fortitude and Willpower when recovering with Virtue
20
Secondary Special Ability:
Reflective Protection
Crystal Ponies have a powerful magic within them, tied to their inner spirit and well-
being. This magic can resist the effects of evil and darkness, and even protect and empower
themselves and their friends--but only if the Crystal Pony hasnt lost sight of the goodness of
the world around them; this power is reflected in their positive emotions of hope and love,
which must be maintained for it to function.
Accordingly, by putting points into this Special Ability, Crystal Ponies may grant them-
selves and their friends a reduction to any Fortitude or Willpower damage they may take (to
a minimum of 1 damage per hit). There is a cost to this power, however; a Crystal Pony must
maintain at least one point of available Virtue for these effects to work; if they are reduced
to zero points of Virtue for any reason, they and their friends lose the effects of this Special
Ability.

1 Ability Point Group damage reduction -1 (to a minimum of 1)
2 Ability Points Group damage reduction -2 (to a minimum of 1)
Utility Special Ability:

Crystal Heart
Crystal Ponies, through a long history of residence in the Crystal Empire, have developed
an intense and personal affinity for crystals themselves. From fashioning clothing and arma-
ments out of crystal, to growing and cooking crystal food, to dwelling within crystal struc-
tures, even to creating and using crystalline magical artifacts, many Crystal Ponies simply
know crystals better than anypony else.
Accordingly, a Crystal Pony may gain a bonus to Skill Checks involving crystals, by put-
ting points into this Special Ability. At its highest level, this Special Ability also grants the
benefit of using an appropriate Tool whenever the characters task involves crystals, even if
they are not actually making use of a Tool.

1 Ability Point +1 bonus to Skill Check rolls involving crystals
2 Ability Points +2 bonus to Skill Check rolls involving crystals
6 Ability Points +6 bonus to Skill Check rolls involving crystals, gain Tool bonus as well
21
Earth Ponies
Natural Abilities
Special Purpose
failure.
Virtuous
Earth Ponies--by and large--are hard-working, forthright individuals who are no strang-
ers to overcoming difficulty with their wits and willpower. As such, they tend to bring a
hard-working Virtue to any situation.
Earth Pony characters begin each Episode with 2 additional points of Virtue.
22
Special Abilities
Workhorse
Earth Ponies rely on their strength of will and spirit to carry them through situations
where others may have special powers to fall back on; as such, Earth Ponies tend to be stur-
dier and more reliable, able to weather harm and discouragement better than others.
Earth Pony characters, accordingly, may gain bonus Fortitude and Willpower by putting
points into this Special Ability, as well as increasing the base multiplier each resource uses
when being calculated above the normal x5, yielding even further Fortitude and Willpower
gains.

1 Ability Point Gain +5 bonus Fortitude and Willpower (+5 total)
2 Ability Points Gain +5 bonus Fortitude and Willpower (+10 total)
Gain +5 bonus Fortitude and Willpower (+20 total)
4 Ability Points
Fortitude and Willpower are now calculated at x6
8 Ability Points
12 Ability Points
16 Ability Points
20 Ability Points
23
The Earth Pony Way
Earth Ponies often learn more, and learn faster, than others. Without the ability to use
magic or flight, it is important for many Earth Ponies to make the most of their minds and
their inherent talents. As such, some Earth Ponies learn and master many more skills than
other ponies do.
Accordingly, Earth Pony characters may gain bonus Skill Points by putting points into
this Special Ability.

1 Ability Point Gain 5 Skill Points (+5 total)
2 Ability Points Gain 6 Skill Points (+11 total)

Industrious
Without magic or wings, Earth Ponies rely on their natural ingenuity in creating and us-
ing Tools to make tasks easier. Where a Unicorn might use their magic to levitate a heavy
object, Earth Ponies might use a crane, or a lever, or other device. While anypony can use a
Tool to help with them complete a task, some Earth Ponies are especially talented at making
use of many and varied Tools.
Accordingly, Earth Pony characters may gain additional bonuses to Skill Checks when
they are using beneficial Tools by putting points into this Special Ability. At its highest level,
this Special Ability also grants the benefit of using an appropriate Tool, even when the char-
acter isnt making use of a Tool.

1 Ability Point +1 bonus to Skill Check rolls when using an appropriate Tool
2 Ability Points +2 bonus to Skill Check rolls when using an appropriate Tool
+6 bonus to Skill Check rolls when using an appropriate Tool
6 Ability Points
Gain Tool bonus as well
24
Griffons
Natural Abilities
Speedster
Griffons have the potential for exceptional feats of speed, if they push themselves. Wheth-
er flying or performing other tasks, it is not unheard of for a Griffon to outpace all others for
a short time, making use of their naturally strong and speedy physique.
A Griffon character may, by spending a point of Virtue, take two Actions in a single round
of Cinematic Mode, where others may normally only take one Action per round. This Natu-
ral Ability cannot be used more than once per round.
Skywalker
Griffons are gifted with feathered wings, allowing them to fly and to interact with clouds
as if they were solid objects--walking on them and even swimming in them! While some
young Griffons dont develop their ability to fly until they near adulthood, most show some
early talent, and end up flying as easily as walking before long. If a Griffon character loses the
use of their wings for any reason, they also lose the effects of this Natural Ability.
Griffon characters may fly, hover, and generally maneuver in the air as easily as they can
walk or run on the ground. In addition, they may walk on clouds and interact with them in
basic ways such as moving them around--though this ability doesnt allow them to alter the
weather.
25
Special Abilities
Lionheart
Griffons are a passionate race, with the determination of an eagle and the heart of a lion.
Because of this, when they become frustrated, stressed, hurt, or are otherwise put into a de-
manding situation, some Griffons go into a state of heightened focus, power, and ability. This
rush of strength and ability is often to stand up to a threat, and is almost always in response
to being harmed. Far from cowering in fear, with a proud, defiant roar, a Griffon stands up
to their challenges.
Accordingly, a Griffon character may gain and improve this effect by putting points into
this Special Ability. A certain number of times per Episode, after being dealt a total of at least
a certain amount of damage to their Fortitude and/or Willpower, a Griffon character may
choose to activate this ability and gain a bonus to all Skill Checks for the duration of the
Scene they are in (this Special Ability may only be activated once per Scene).
How often they may choose to activate this Special Ability, how much damage they must
take before they can do so, and what the Skill Check bonus is, all improve as more points are
put into this Special Ability. At its highest level, a Griffon may even activate this ability when
a friend takes damage, instead of being restricted to only activating it when they have been
damaged themselves.

Grants a +1 bonus to Skill Checks for the duration of the current scene
1 Ability Point
Usable 1 time per Episode, once 20 or more damage has been taken
2 Ability Points May use once 19 or more damage has been taken
3 Ability Points Usable 2 times per Episode
5 Ability Points Grants a +2 bonus to Skill Checks for the duration of the current scene
May use once 10 or more damage has been taken
20 Ability Points
May use once any friend has taken 10 or more damage
26
Eagles Splendor
Griffons may have many and varied talents, and pride themselves on their innate abilities
and accomplishments. This requires that they focus on certain areas in which they wish to
excel, to push beyond what even normal training can accomplish. However, once attained,
their heightened ability and specialization in a given area tends to give them an edge more
reliably than others.
Accordingly, a Griffon character may gain inherent bonuses to Skills in categories they
select, by putting points into this Special Ability. For each point, a Griffon character may
select one profession-titled Skill category and add a permanent +2 bonus to all Skill Checks
they make with its Skills from that point on. Skill categories may not be selected more than
once for this effect; each time a point is put into this Special Ability, a new Skill category
must be selected.

1 Ability Point Choose one Skill category; gain +2 Skill bonus with all Skills within it
2 Ability Points Choose one Skill category; gain +2 Skill bonus with all Skills within it

Wing Power
Many Griffons learn to use their wings to aid them in a variety of tasks--from pulling or
lifting heavy burdens, to performing feats of aerobatics and speed.
Accordingly, Griffon characters may gain bonuses to Skill Checks when they are using
their wings in a beneficial way by putting points into this Special Ability. If a Griffon charac-
ter loses the use of their wings for any reason, they also lose the effects of this Special Ability.
At its highest level, this Special Ability also grants the benefit of using an appropriate Tool to
the character when they are using their wings.

1 Ability Point +1 bonus to Skill Check rolls when using wings
2 Ability Points +2 bonus to Skill Check rolls when using wings
6 Ability Points +6 bonus to Skill Check rolls when using wings, also gain Tool bonus
27
Pegasi
Natural Abilities
Special Purpose
failure.
Skywalker
Pegasi are gifted with feathered wings, allowing them to fly and to interact with clouds as
if they were solid objects--walking on them and even swimming in them! While some young
Pegasi dont develop their ability to fly until they near adulthood, most show some early tal-
ent, and end up flying as easily as walking before long. If a Pegasus character loses the use of
their wings for any reason, they also lose the effects of this Natural Ability.
Pegasus characters may fly, hover, and generally maneuver in the air as easily as they can
walk or run on the ground. In addition, they may walk on clouds and interact with them in
basic ways such as moving them around--though this ability doesnt allow them to alter the
weather.
28
Special Abilities
Wonderbolt
Pegasi are descended from a proud warrior society, and as such, even the most timid Pega-
sus has a fiery spirit deep down, waiting to be unleashed in times of need. While a Pegasus
might be bold or daring normally, even they have hidden reserves of determination waiting
to be tapped to help their friends or face down a powerful adversary. A Pegasus character
who puts points into this Special Ability has begun to unlock this hidden strength within
themselves.
When making a Skill Check, a Pegasus may spend a point of Virtue to activate this Special
Ability and gain a bonus to the 2d6 roll. In addition, if the Skill Check is successful, they may
immediately recover an amount of Fortitude and Willpower as a second wind of encour-
agement from their success. This Special Ability may only be activated once per Skill Check.
Finally, the activation of this Special Ability must be meaningful to the situation; the GM
may deny it if it is frivolous.

1 Ability Point +1 bonus to Skill Check roll when activated
2 Ability Points 1 Fortitude and Willpower restored if empowered Skill Check succeeds
5 Ability Points +2 bonus to Skill Check roll when activated
29
Weather Patrol
While Pegasi dont have direct spellcasting ability, they do have a connection to the sky,
and weather; as such, a Pegasus may learn to control and/or manipulate weather effects
through practice and natural talent. Accordingly, a Pegasus character may gain the ability to
manipulate weather effects and even create them (or combinations of them) at will through
flight, by putting points into this Special Ability. If a Pegasus character loses the use of their
wings for any reason, they also lose the effects of this Special Ability.
A Pegasus who creates a weather effect (or a combination of weather effects) must pay
1d6 Fortitude or Willpower (their choice) per weather effect to do so, and must know the
weather effect(s) to begin with. The creation of weather effects is subject to GM discretion
and interpretation.
Weather effects are chosen from the following list:
Fog, Rain, Hail, Snow, Thunder, Lightning, Rainbow, Aurora, Cloud, Wind.

Manipulate known effects
1 Ability Point
Learn one weather effect from the list (total 1)
2 Ability Points Learn one weather effect from the list (total 2)
Create known effects
6 Ability Points
Learn one weather effect from the list (total 6)
10 Ability Points Know all weather effects

Wing Power
Many Pegasi learn to use their wings to aid them in a variety of tasks--from pulling or
lifting heavy burdens, to performing feats of aerobatics and speed.
Accordingly, Pegasus characters may gain bonuses to Skill Checks when they are using
their wings in a beneficial way by putting points into this Special Ability. If a Pegasus charac-
ter loses the use of their wings for any reason, they also lose the effects of this Special Ability.
At its highest level, this Special Ability also grants the benefit of using an appropriate Tool to
the character when they are using their wings.

1 Ability Point +1 bonus to Skill Check rolls when using wings
6 Ability Points +6 bonus to Skill Check rolls when using wings, also gain Tool bonus
30
Unicorns
Natural Abilities
Special Purpose
failure.
Telekinesis
Unicorns are born with a magical horn which allows them to utilize magic and cast spells
if they study and work hard at it. However, even the most magically-inept Unicorn knows
how to move and manipulate objects through the simple use of magic through their horn.
Unicorn characters may manipulate, push, pull, and otherwise affect objects they can see
through the use of telekinetic magic cast from their horn. This manipulation is the same as if
they were manipulating the object (or objects) by hand, and is limited to physical manipula-
tion only. They must exert effort to use this ability at any level, though it is usually a minimal
amount unless they are attempting to do something extraordinary.
Using Telekinesis costs 1 point of Fortitude or Willpower per normal use, but only in Cin-
ematic Mode. In Narrative Mode, basic Telekinesis is easy and costs nothing--but the added
stress of most Cinematic Mode scenes makes Telekinesis harder to perform. At any time, if
the character tries to do something extraordinary, such as attempting to magically lift a very
heavy object or a large number of objects, they may incur Fortitude and / or Willpower loss
from the strain at the GMs discretion.
If a Unicorn character loses the use of their horn for any reason, they also lose the effects
of this Natural Ability.
31
Special Abilities
Friendship Is Magic
Unicorns are best known for their unique gift of spellcasting and magic. As creating and/
or improvising a spell requires study, and the knowledge of the Magical Aspects which are
necessary for any given spell, a Unicorns scope and versatility with spellcasting is dependent
on how many Magical Aspects they know.
Accordingly, a Unicorn character may learn Magical Aspects (both pre-set, and chosen by
the character) which they can then use to create and improvise spells, by putting points into
this Special Ability. If a Unicorn character loses the use of their horn for any reason, they also
lose the effects of this Special Ability.
It is important to note that a Unicorns magic is typically in line with their Special Purpose;
while they might know multiple Magical Aspects, they typically only create spells which are
in line with their Special Purpose and other talents. To this end, the GM has final approval
over any spell a Unicorn character attempts to cast; the GM may deny the spell on the basis
of being inappropriate, in light of the characters Special Purpose.

Target: Individual, Group | Range: Contact, Seen
1 Ability Point Duration: Immediate, Sustained | Function: Standard
Effects: Any Two | Subjects: Any Two
2 Ability Points Effects or Subjects: Any One (total 5)
3 Ability Points Target: Area | Effects or Subjects: Any One (total 6)
4 Ability Points Range: Known | Effects or Subjects: Any One (total 7)
5 Ability Points Duration: Temporary | Effects or Subjects: Any One (total 8)
6 Ability Points Function: Chain | Effects or Subjects: Any One (total 9)
8 Ability Points Target: Mass | Effects or Subjects: Any One (total 11)
10 Ability Points Range: Unknown | Effects or Subjects: Any One (total 13)
12 Ability Points Duration: Persistent | Effects or Subjects: Any One (total 15)
14 Ability Points Function: Genesis | Effects or Subjects: Any One (total 17)
17 Ability Points Function: Wonder | Effects or Subjects: Any One (total 20)
20 Ability Points Effects or Subjects: Character now knows all Effects and Subjects
32
Great And Powerful
When a Unicorn casts a spell, they must pay an amount of Fortitude and / or Willpower
equal to the spells level; the more powerful the spell, the more it costs to cast. However,
some Unicorns learn to cast spells for a decreased cost through practice and efficient use of
the magical energy at their disposal. While nothing can entirely eliminate the cost of casting
a spell, it can be diminished considerably to allow for more, and more powerful, spells to be
cast before a Unicorn exhausts themselves.
Accordingly, a Unicorn character may reduce the amount of Fortitude and / or Willpower
they must pay per spell they cast (to a minimum of 1 point per spell) by putting points into
this Special Ability; at its highest level, this Special Ability even eliminates the basic cost for
using Telekinesis in Cinematic Mode. If a Unicorn character loses the use of their horn for
any reason, they also lose the effects of this Special Ability.

1 Ability Point Spellcasting Fortitude / Willpower cost -1
2 Ability Points Spellcasting Fortitude / Willpower cost -2
Spellcasting Fortitude / Willpower cost -10
10 Ability Points
Telekinesis is free to use

Talented
Some Unicorns are simply exceptionally talented at the use of magic, and for them, cast-
ing spells and using their natural Telekinesis comes more naturally than others who might
have to study more to attain the same level of control and power.
Accordingly, Unicorn characters may gain bonuses to Skill Checks when they are using
magic by putting points into this Special Ability. If a Unicorn character loses the use of their
horn for any reason, they also lose the effects of this Special Ability.

1 Ability Point +1 bonus to Skill Check rolls casting spells / Telekinesis
2 Ability Points +2 bonus to Skill Check rolls casting spells / Telekinesis
6 Ability Points +6 bonus to Skill Check rolls casting spells / Telekinesis, plus Tool bonus
33
Zebras
Natural Abilities
Stripes And Sigils
Where Earth Ponies, Pegasi, Unicorns, and Crystal Ponies have a Special Purpose and
Cutie Mark, Zebras instead have a mysterious glyph which forms on their flank, and aligns
them with a certain family of Skills.
During character creation, a Zebra character chooses one Skill category from each Base
Attribute (one Skill category from Mind, one from Body, and one from Heart; three catego-
ries total). All Skills which are in the selected Skill categories gain a permanent +2 bonus to
the Zebras Skill Checks using them.
Loremaster
Zebras, by and large, are known for their knowledge and their curiosity to learn about the
world; they often are sources of information and wisdom for others to seek out, and typically
bring quite a bit of lore-mastery to any community.
Accordingly, Zebra characters automatically have all Skills in the Scholar category
trained to Rank 1 during character creation.
34
Special Abilities
Alchemy
Zebras are best known for their semi-magical alchemy. Through combining various chemicals,
herbs, and reagents, some Zebras are able to create single-use alchemical potions, powders, oils,
talismans, and the like, which replicate spells to a certain extent. Accordingly, by putting points
into this Special Ability, a Zebra character may gain and improve this unique skill and talent.
When a Zebra character puts points into this Special Ability, they learn a Recipe; essen-
tially, Recipes are spells they create using any and all Magical Aspects except for Mass, Un-
known, Persistent, or Wonder. A Zebra character creates their Recipes before an Episode
begins, and may change them between Episodes. Recipes have a maximum Spell Level they
may replicate. The spell replicated must be able to be justified as to how it is being performed
with alchemy instead of magic, and the GM has final say over all Recipes.
While a Zebra may know many Recipes, they are limited by their stock of items. In any
Episode, a Zebra character may only make use of a number of alchemical items as deter-
mined by this Special Ability. This number of items is depleted with each use of an item,
whether it is all the same Recipe, each a different Recipe, or a mix. In essence, it is the Zebras
alchemical ammunition for the Episode.
Finally, when a Zebra uses an alchemical item, they make a Chemistry Skill Check in the same
way that a Unicorn must make a Spellcasting Skill Check to cast spells. If the check succeeds, the
alchemical items works. If it fails, the item was a dud, or didnt perform its intended effect. If the
check is a Critical success, the use of the item doesnt count toward the Zebras total of items for
the Episode--it was essentially a free use. If the check is a Critical failure, however, it ruins that
Recipe for the rest of the Episode; no further items with that Recipe can be used that Episode--this
represents that the entire batch of that Recipe was a dud, instead of only the individual item used.

Learn +1 Recipe (total 1); 5 Alchemical item uses per Episode
1 Ability Point
Maximum Spell Level for Recipes: (5 + Mind)
2 Ability Points Learn +1 Recipe (total 2); 6 Alchemical item uses per Episode
3 Ability Points Learn +1 Recipe (total 3)
20 Ability Points
35
Learn +1 Recipe (total 20); 15 Alchemical item uses per Episode
Brewmaster
While many Zebras learn how to create alchemical items and use them, some are excep-
tionally good at the brewing and formulation of the items; to not only create more potent
items, but also to ensure that their creations function more reliably.
Accordingly, by putting points into this Special Ability, a Zebra character may increase
the maximum Spell Level of the Recipes they learn, and gain a bonus to the Chemistry Skill
Check made when they use an alchemical item. At the highest level of this Special Ability,
the bad batch effect which ruins a Recipe for the rest of an Episode no longer applies to
Critical failures.

1 Ability Point Maximum Spell Level for Recipes: +1
2 Ability Points Maximum Spell Level for Recipes: +2; Chemistry bonus +1
3 Ability Points Maximum Spell Level for Recipes: +3
Maximum Spell Level for Recipes: +10; Chemistry bonus +5
10 Ability Points
No bad batch effect on a Critical Failure

Exotic Lore
Zebras come from a far-off land, and in their long travels often learn more about the wide
wild world, lost lore, and nature, than do most others.
Accordingly, a Zebra character may gain bonuses to Skill Checks when the Skill Check in-
volves knowledge of the wilderness, nature, creatures of the wild world, forgotten or obscure
lore, or associated topics at the GMs discretion, by putting points into this Special Ability.

1 Ability Point +1 bonus to Skill Check rolls dealing with exotic lore
2 Ability Points +2 bonus to Skill Check rolls dealing with exotic lore
+6 bonus to Skill Check rolls dealing with exotic lore
6 Ability Points
Also gain Tool bonus
36
Advantages: How Edges Work
Edges
Edges are easy to use; when your char-
acter is entitled to gain an Edge, choose
one you havent chosen before from the
list of Edges found in the Skills & Edges
chapter and add it to your characters list
of obtained Edges. Edges are individual,
self-contained rule modifications which
help your character stand out as unique
from others.
Edges are unique powers, aspects,
qualities, rule modifications, and
Remember, you can only choose
other special advantages which
an Edge once-
any character can obtain and make
-whenever you
use of. Characters choose 1 start-
get to choose
ing Edge during character cre-
a new Edge,
ation, from the list of Edges found
you cant pick
in the Skills & Edges chapter.
one youve
The next step in the Advantages sec- already
tion of character creation is to choose chosen
your characters starting Edge. Edges before!
are unique features and special qualities
which help to set characters apart from
one another and make them special-
-whether by establishing some narrative
or personal aspect of the character, or by
slightly altering the rules as they apply to Starting Edge
the character.
A character must choose one starting
Edge from the list in the Skills & Edges
chapter during character creation and
apply its effects.
37
Virtue: Doing knowledge and ability. Characters dont
even necessarily have to succeed at moral
The Right Thing actions; often enough, making the de-

cision to do whats right as opposed to
what might be easier or more efficient is
enough. In fact, one of the most reliable
ways for a character to obtain points of
Virtue is to embody their Guiding Ele-
ment whenever possible.
On the other hand, characters who
show apathy toward those they might
S3Es Virtue system awards points of reasonably help, or take advantage of
Virtue to characters who choose to others, or act unfairly or with cruelty, or
do the right thing in a given situa- otherwise behave in a knowingly immor-
tion. These Virtue points can then be al way, have points of Virtue taken away
spent by characters to heal themselves by the GM instead.
and their friends, among other things,
such as activating certain Edges and
Abilities. Theres no limit to how many
Virtue points a character can earn
during an Episode, but characters be-
gin each Episode with 1 Virtue point.
The next section of character creation
is Virtue, and the first, and only, step is to
learn how S3Es Virtue system works and
Virtue is a hard concept to pin
how it affects characters. Virtue is a pool
down with absolute rules, and mo-
of points a character gains (and may lose)
rality almost always varies from
based on their actions and decisions, and
person to person. What exactly
which a character spends to heal them-
constitutes moral and immoral
selves or their friends--or to activate oth-
behavior for the purposes of Virtue
er effects they may have access to.
is left purposefully undefined, and
How Virtue Works should be discussed and explored
between the players and the GM.
In Equestria, the good that goes
around comes around, and genuine in-
tegrity, compassion, selflessness, and tol- Starting Virtue
erance always seems to be rewarded; on Characters begin each Episode with
the other hand, justice always seems to one point of Virtue, regardless of the
come to the wicked and the cruel. Char- amount they had at the end of any pre-
acters have a pool of Virtue points to rep- vious Episode--in effect, Virtue resets
resent this effect. every Episode. While this initial amount
During an Episode, characters are may be increased by various means, a
awarded points of Virtue by the GM for character always begins with at least one
doing good deeds, resisting temptation, point, reflecting the belief that in Eques-
making the best of a bad situation, help- tria, at their core, everypony is funda-
ing and encouraging others, showing mentally good.
mercy, and otherwise acting in a moral
and ethical manner to the best of their
38
Interests: has in a Skill is represented by the Skills
Rank. All Skills begin at Rank 0, and are
Skills improved by spending Skill Points; one

Skill Point increases a Skills Rank by one,
up to a maximum of Rank 10. The higher
the Skill Rank, the better the character is
when using that Skill, and the more likely
they are to accomplish tasks which are
governed by it.
Starting Skills
S3E has 99 Skills separated into 25 A character must spend 4 Skill Points
categories and split between Mind, (split however they choose) during char-
Body, and Heart. Every action a acter creation to determine their initial
character attempts can be governed Skill Ranks. The list of Skills, and the ex-
by a Skill. Skills begin at Rank 0 and planation of what each Skill covers, can
may be improved to a maximum of be found in the Skills & Edges chapter.
Rank 10, at a one-for-one rate with
Skill Points. Spend 4 Skill Points With 99 Skills, there
split however you choose to deter- are a lot of things a
mine your characters starting Skills. character might need
The next section of character creation to know how
is Interests, and the only two steps are to to do at any
learn the basics of Skills, including how time; be-
to improve them, and to then determine cause of
your characters starting Skills. Skills this, its
govern the dynamic actions a character a good idea
attempts, from building rapport in con- to work with the other play-
versation, to casting spells, to perform- ers in your group when figuring out
ing feats of acrobatic or athletic prowess- your initial Skills to cover the things
-even to baking delicious muffins. your group considers important.
How Skills Work

Skills are the backbone of character
actions in S3E. Whenever a character at-
tempts an action which the GM decides
has a meaningful chance of failure, the
GM will call for a Skill Check based on
the Skill which most reasonably governs
the type of action being attempted. For
this reason, it is important for characters
to be trained in the Skills they are most
likely to use and/or know based on their
characters concept.
There are 99 Skills in S3E, separated by
the Attribute upon which they are based,
and split into 25 categories for easy ref-
erence. The level of training a character
39
Advancement: Experience
Tier
Advancement
Rewards
Growing Up Youth (0 XP)
0 Advancements
0 Edges
0 Talents
5 Advancements
Adult (30 XP) 2 Edges
1 Talents
9 Advancements
Veteran (75 XP) 4 Edges
Based on your characters starting 2 Talents
Experience Tier (determined back 13 Advancements
in the Origins section), they may be Heroic (140 XP) 6 Edges
entitled to choose extra Edges, ex- 3 Talents
tra Talents, and/or to spend a num- 17 Advancements
ber of Advancements to gain ex- Champion (225 XP) 8 Edges
tra Skill Points, Attribute Points, 4 Talents
or some combination of the two. 21 Advancements
Sovereign (325 XP) 10 Edges
The final section of character creation 5 Talents
is Advancement, and the only two steps
25 Advancements
are to find what advancement rewards Celestial (425 XP) 12 Edges
your character is entitled to (if any) 6 Talents
based on their starting Experience Tier
established back in the Origins section, Advancements
and then to spend those rewards while Advancements are small packages of
learning how later character advance- Skill Points, Ability Points, or a combina-
ment will work in the process. tion of the two, representing a characters
progress in training and in developing
Starting Experience Tier their unique powers. Each time a char-
Based on your characters starting acter gains an Advancement, they must
Experience Tier, they may be entitled choose one of three packages the effects
to certain benefits and bonuses as ad- of which they wish to gain; and like all ad-
vancement rewards. Normally, as char- vancement rewards, Advancements (and
acters earn Experience Points, they reach the Skill Points and/or Ability Points they
regular milestones and earn these ad- award a character) may not be saved for
vancement rewards slowly, over time. A later--they must be spent immediately
character who starts at an increased Ex- upon being gained. The three Advance-
perience Tier is getting a head-start, and ment packages are as follows.
is assumed to have already earned these
advancement rewards over time. This Advancement Reward(s)
means that they must now decide all at Training 4 Skill Points
once, retroactively, how they were spent.
2 Skill Points
Use the following table to figure out the Balance
1 Ability Point
advancement rewards your character is
entitled to (if any) based on their starting Power 2 Ability Points
Experience Tier.
40
Edges
Your character may be entitled to ad-
Character
ditional Edges as a result of their starting
Experience Tier. Each time your char-
Creation Example
acter gains an Edge, they must choose a
new one from the list in the Skills & Edg-
es chapter and apply its effects. An Edge
may only be chosen once, and like all
advancement rewards, these extra Edges
may not be saved--they must be chosen
immediately upon being gained. On the next pages are an example of
how a character is created in S3E, to
Talents give you a sense of the process and help
Your character may also be entitled clarify confusion on the flow of char-
to additional Talents as a result of their acter creation by showing it in action.
starting Experience Tier. Each time
your character gains a Talent, they must
choose a new one and apply its Attribute
score increase(s) accordingly. Each Tal-
ent may only be chosen once, and like
all advancement rewards, these extra
Talents may not be saved--they must be
chosen immediately upon being gained.
The list of Talents is as follows.

Egghead +3 Mind
Iron Pony +3 Body
Show Stopper +3 Heart
Smart Cookie +2 Mind, +1 Heart
Prize Pony +2 Body, +1 Mind
Daredevil +2 Body, +1 Heart
Drama Queen +2 Heart, +1 Body
Crusader +2 Heart, +1 Mind
41
Character Characterization: This leads to
Creation Example Streaks Direction, and Tom decides that
Streak is seeking (in the short term) to
Tom and his friends have decided to become a faster flyer, and (in the long
play a game of My Little Pony: Role- term) to do something special to make
playing is Magic, Season Three Edition. up for his past failure.
While his friends are making their char-
acters, he sits down to make his. Traits: Tom decides that Streak is
an athlete through and through, and
Origins: First, he decides that he that he relies more on his courage than
wants to play a Pegasus, and that his Peg- his smarts. Because of this, he chooses
asus will be male, with a red coat, short Daredevil as Streaks first Talent, mak-
golden mane, and blue eyes. His charac- ing his Attribute scores: Mind 1, Body 3,
ter will also have a cutie mark of a fiery Heart 2.
lightning bolt, and an old saddle bag he
carries everywhere. He names his char- Traits: With his initial Attributes es-
acter Streak. tablished, he calculates Streaks Fortitude
and Willpower scores to be: Fortitude 25,
Origins: He finds out from his GM Willpower 15. Because Streak is strong
that the group will be starting out in the physically, but has lingering self-doubt
Adult Experience Tier, which he notes about his past, Tom is satisfied with these
for later and sets Streaks XP at 30 accord- results.
ingly.
Advantages: Tom reviews the Natu-
Characterization: Tom decides that ral Abilities which Streak is entitled to
his character Streaks Guiding Element of as a Pegasus. Skywalker allows Streak to
Harmony is Honesty; its very important fly, which is to be expected and requires
to Streak that he is on-time and always no additional effort, but Special Purpose
fulfills his commitments, which are hall- requires that Tom work with his GM to
marks of the personal responsibility in- come up with Streaks special purpose.
herent in the Element of Honesty. Together, Tom and his GM decide that
Streaks Special Purpose is to protect
Characterization: For Streaks Back- others from harm.
ground, Tom decides that Streak used to
be a delivery pony who missed a deadline Advantages: With Natural Abilities
and something bad happened because of done, Tom moves on to Streaks Special
it, which led to Streak losing his delivery Abilities. He spends Streaks two Abil-
job--Tom leaves the details open for now. ity Points, one in Wing Power to gain a
bonus to wing-aided tasks, and one in
Characterization: For Streaks Per- Weather Patrol. The first point in Weath-
spective, Tom decides that because of his er Patrol entitles Tom to choose one
past failure and its consequences, Streak weather effect Streak knows, from the list
has a very strong need to be punctual and provided in the Special Ability descrip-
on-time, and will try to keep his word no tion. He chooses Lightning, since it fits
matter what the cost. Streaks concept and cutie mark.
42
Advantages: Finally, Tom is entitled Skill in the Cowpony category, making
to choose one Edge for Streak. He choos- it Rank 4 (Tom has decided that Streak
es the Weather Witch Edge, which will learned how to camp out during long de-
reduce the costs of manipulating weather liveries across Equestria).
effects, as he plans to have Streak use
lightning relatively often. Advancement: For Streaks two Edg-
es, Tom chooses the Noble Soul Edge
Virtue: After reviewing the Virtue re- (which will give Streak an extra point of
source and familiarizing himself with the Virtue at the beginning of each Episode)
concept, Tom marks down that Streak and the Determined Edge (which will
will begin each Episode with one point allow Streak to recover from being Side-
of Virtue. lined once per Scene by spending Vir-
tue).
Interests: Tom considers the Skill
list and decides that, as a former deliv- Advancement: Finally, for Streaks
ery pony, Streak would need to be able Talent, Tom chooses Prize Pony, de-
to get around, and to know where hes ciding that over time, Streak has had to
going. He spends two of Streaks four learn how to use his mind more--but hes
Skill Points on the Flying Skill in the still an athlete at heart. This increases
Athlete category (making it Rank 2), and Streaks Attributes by three points (+2
two Skill Points on the Direction Sense Body, +1 Mind), to: Mind 2, Body 5,
Skill in the Navigator category (making Heart 2. This changes Streaks Fortitude
it Rank 2). and Willpower scores as well (since their
base Attributes have changed), to: Forti-
Advancement: Tom checks the XP tude 35, Willpower 20.
that he marked down for Streak earlier;
the starting Experience Tier given by With all of this finished, Streak is
his GM was the Adult tier, which puts ready to play.
Streak at 30 XP. At this step, Tom finds
that the Adult tier entitles Streak to 5
Advancements, 2 Edges, and 1 Talent.
Advancement: Tom chooses Pow-

er for two of Streaks five Ad-
vancements, yielding a total of
four Ability Points. He spends
these on the Wing Power Spe-
cial Ability, raising it to five total
points. He then chooses Train-
ing for the other three Advance-
ments, yielding a total of twelve
Skill Points. He spends four on the
Flying Skill in the Athlete category,
making it Rank 6. He also spends four on
the Direction Sense Skill in the Naviga-
tor category, making it Rank 6 as well.
He spends the last four on the Camping
43
Playing An Episode
I followed you all the way out here for a ROCK?!
~ Rarity
Structure Of having less of an impact on moment-to-
moment gameplay. This style of play is
Gameplay relatively subjective and fluid when com-

pared to other games in the RPG genre,
and is best described with the term The-
ater of the Mind.
Scenes
Individual parts of an Episode of S3E
can be separated into Scenes, which are
distinct sequences of action and nar-
S3E revolves around imagination
rative revolving around a central plot
and vision, and is thus played out in
point. Scenes can be identified by con-
the Theater of the Mind in a progres-
sidering an Episode of S3E as if it were
sion of Scenes, or distinct sequences
an episode of the original cartoon: they
of action and narrative which revolve
could be anything from talking to po-
around a central plot point. Scenes
nies around town to find information,
are separated into Narrative Mode,
to confronting the hydra, to traveling
wherein timing and sequence arent
through the forest. Many parts of S3E
a major emphasis, and Cinematic
revolve around the concept of Scenes,
Mode, wherein play progresses in
and it is thus important to approach
more structured Rounds. Rounds fol-
gameplay with Scenes in mind.
low P.I.E. progression: Presentation
(the prompt), Initiative (reactions Narrative Mode
and actions), and Effects (clean-up).
Scenes in S3E are separated into two
S3E is designed to be easy to play, with types: Narrative Mode and Cinematic
a loose structure of rules meant to ap- Mode. A Narrative Mode Scene is a
peal to beginner and freeform roleplay- Scene in which timing isnt necessarily
ers and to encourage collaborative sto- important. It is the exploration mode
rytelling. There are six important terms of the game. For example, when going
to learn and remember, and these are: around town looking for clues, or search-
Theater of the Mind, Scenes, Narrative ing a cave for a secret door, or traveling
Mode, Cinematic Mode, Rounds, and the through the forest, the moment-to-
P.I.E. acronym. In this section, each of moment timing of the game isnt very
these terms and how they govern game- important. Thus, those are all Narrative
play will be explained. Mode Scenes. Narrative Mode is fast
and loose, with the GM
Theater of the Mind and the players working
S3E falls within the genre of col- together to tell the story,
laborative storytelling games, which is and the GM keeping things
more loosely-governed than other game organized with-
types in terms of exactly what a charac- out needing to
ter can and cannot do. This means that take gameplay
S3E is played primarily with the groups into the more
imagination and interpretation, and with ordered Cin-
secondary materials (such as grids, maps, ematic
tables, charts, and exact measurements Mode.
of range, damage, movement speed, etc)
45
P.I.E.
Narrative Mode has
a shifting spotlight P.I.E. stands for Presentation, Initia-
focus whenever char- tive, Effects. It is the formula of steps
acters are split for resolving each Round of a Cinematic
up or are do- Mode Scene. The following will describe
ing different each step in detail, and give examples of
things at the P.I.E. in action.
same time; Presentation: First, the GM will
after all, theres present the scene (or continue the scene
only one GM to go around! from the previous round), with a brief
Be conscientious and dont be afraid piece of narration, and, if necessary, will
to step back and give everyone else a present a challenge. For example:
chance to take part in whats going on. You enter the dark banquet hall,
moonlight hidden by old, heavy curtains.
Cinematic Mode Cobwebs and dust lie heavily over the long
table and old chairs. However, after taking
The other type of Scene in S3E is Cin- a few steps, the candles and the fireplace
ematic Mode. A Cinematic Mode Scene suddenly spring to life, flame flaring to life
is a Scene in which timing and book- and illuminating the hall--and the cloaked
keeping of numbers are more important, figure seated at the head of the table. I am
and often one in which when danger or pleased you could join me for dinner, he
threat is a focal point of gameplay. For in- says, I have been hungry for so long, and
stance, Cinematic Mode comes into play you look so delicious... From the rafters, a
when the players characters are facing an swarm of bats come screeching down to-
adversary or handling a tense or difficult ward you, flapping their leathery wings as
situation like a sporting competition or they attack!
escaping from Ahuizotls latest series of Initiative: Next, the GM will call for
traps. A Cinematic Mode Scene is played reactions from selected characters, fol-
out in a sequence of Rounds, with a uni- lowed by actions from everyone. First,
form order of action and reaction that is those characters who the GM decides are
repeated from Round to Round. entitled to reactions get to take a short,
Rounds often defensive, action (for example, a re-
Rounds are the most organized game- action may be to dodge out of the way of
play structure in S3E, and are meant to a falling tree, or to make a reply to an in-
be used when a lot of action is taking sult directed at them). The reacting char-
place--often in response to danger, dif- acters may act in any order they choose,
ficulty, or threat. Rounds are useful in sharing one group turn, and all of the
that they allow the GM and the players to characters reactions are resolved at once,
keep track of everything going on in the with the results being interpreted by the
correct order by making the potentially GM accordingly. If they cant cooperate
chaotic narrative of the story adhere to a to decide on their own action order, the
linear progression of action and reaction GM may decide theyve lost their chance
each Round. This progression is abbrevi- to react due to bickering. Usually, only
ated into the acronym P.I.E. characters who are directly affected by
some part of the scene presentation are
entitled to a reaction, though this is left
up to GM discretion. For example:
46
The GM decides that only three mem- result of the characters actions over the
bers of the group are in direct danger of course of the round or that should be
attack from the bat swarm, and so calls for highlighted for the players benefit. This
reactions from them. Two characters try to is a clean-up step, and may be skipped
dodge out of the way, and one tries to blind if the GM decides to move on to the next
the bats with a flash of magical light. The round instead. For example:
GM resolves all of the reactions, and de- As the characters confront their myste-
cides how the combined reaction plays out. rious adversary, the bats, confused by the
One of the dodging characters succeeded, tornado, seem to break out of a magical
but the other failed--but the character who trance theyve been kept under and no lon-
tried to blind the bats succeeded! The GM ger seem hostile.
decides that the blinding light prevents the With the Effects step complete, this
bats from harming anyone for the mo- Round ends and a new Round begins
ment, and thus the light-wielding char- with its Presentation step.
Making Skill
acters reaction saved the failed dodging
character as well.
After reactions have been resolved,
the GM will call for everyone to make Checks
a single action. This action can be more
complex than a reaction, but still usually
only takes a few seconds; the GM and the
players should work together to make
sure that a given action is neither too
short, nor too long, based on the scene
at hand. Actions are taken in any order Skill Checks are performed with these
the players choose, and are resolved indi- steps: (1) Identify the Skill in use,
vidually (not as a group, as reactions are). (2) decide if a Tool is being used, (3)
Just as with reactions, if the players can- roll 2d6 (or 3d6, dropping the low-
not work together to decide action order, est, if using a Tool), (4) add the cor-
the GM may rule that theyve lost their responding Attribute score, (5) add
opportunity. Characters who choose Skill Rank, (6) add Natural Ability and
to simply assist a fellow character are Special Ability bonuses, (7) add Edge
counted as acting at the same time as the bonuses, (8) add +1 for each friend
character they are helping. For example: assisting up to five friends max, (9)
The characters, with a brief reprieve make the result a Critical if the 2d6
from the bat swarm, decide to take the of- roll was doubles, and (10) give the
fensive. A Pegasus tries flying in a circle to GM the Skill Check total to see what
summon a small tornado to trap the bats happens. For Opposed and Competi-
while the others confront their mysterious tive Skill Checks, also look for whose
adversary. It works, and the bats are kept result is higher between characters.
busy in the cyclone. The other characters
confront the cloaked figure. One steps for- Skill Checks are the backbone of char-
ward, and all the others assist the group acter actions in S3E. Any time a charac-
leader, backing them up as they demand ter attempts a task, the GM may require
that he tells them his name, and where hes that they make a Skill Check to deter-
taken Princess Luna! mine if they were successful or not. In
Effects: Finally, the GM will narrate general, easy tasks, or tasks with little-
any extra effects that either occur as a to-no narrative significance, can be re-
47
solved without requiring a Skill Check; a 5, for a total of 9.
however, most tasks a character attempts Step Four: Add the base Attribute
which impact the story are good candi- of the Skill being used to the 2d6 total.
dates for Skill Checks. Skill Checks are For example, if your Skills base Attribute
also used to determine the victor in a score was a 3, you would add +3 to the
directly opposed action or a competi- 2d6 total.
tion between characters. This section will Step Five: Add the Rank of the Skill
explain how to perform the three types being used to the 2d6 total. For example,
of Skill Checks: Standard, Opposed, and if your Skills Rank was a 6, you would
Competitive. add +6 to the 2d6 total.
Standard Skill Checks Step Six: Add any bonuses from Nat-
When making any Skill Check, a high- ural Abilities or Special Abilities you may
er result is desirable, as the total of a Skill have to the 2d6 total. For example, the
Check is compared to a target difficulty Special Purpose Natural Ability adds
number. If the total meets or exceeds +2 to the 2d6 total for any Skill Check to
the difficulty target, the Skill Check is which the Special Purpose applies.
successful; if it doesnt, it is a failure. To Step Seven: Add any bonuses from
make a normal Skill Check, perform the Edges you may have to the 2d6 total.
following steps. For example, the Pony Prodigy Edge
Step One: Describe the action your adds +1 to the 2d6 total for certain Skill
character is taking, and work with your Checks involving a Skill of Rank of 1 or
GM to decide what Skill best applies to higher.
the task. This will also give you the Skills Step Eight: Add any bonus from
base Attribute, as all Skills fall under an friends assisting with the Skill Check to
Attribute. A Skill Check may only in- the 2d6 total. For each friend actively
volve one Skill. For example, if trying to helping, gain a +1 to the 2d6 total. No
spot someone hiding in the bushes, you more than 5 friends may help with a
would use the Observation Skill (in the single Skill Check. For example, if two
Detective category), which has Mind as friends were helping with a task, you
its base Attribute. would add +2 to the 2d6 total.
Step Two: Determine with your GM Step Nine: If the initial 2d6 roll was
if your character is using an appropri- doubles, the result (either success or fail-
ate Tool for the task being attempted. If ure) will be a Critical. A Critical Suc-
they are using an appropriate Tool, you cess makes a success even better than
will roll an extra d6 with the 2d6 roll in normal, where a Critical Failure makes
the next step, and then drop the lowest a failure even worse than normal. How
d6 out of the three. For example, if your this is interpreted is up to the GM. For
character is trying to pry open a door, example, if the result was a pair of 4s, the
and is using a crowbar to do it, they result will be either a Critical Success or a
would be counted as using an appropri- Critical Failure.
ate Tool for the task. Step Ten: Give the GM the total of the
Step Three: Roll 2d6, or roll 3d6 and 2d6 roll plus all additions and bonuses,
drop the lowest d6 if an appropriate Tool as well as whether or not doubles were
is in use. For example, you might roll a rolled. The GM will determine the out-
3 and a 4, for a total of 7. If using a Tool, come of the Skill Check based on the fi-
you might roll a 3, a 4, and a 5, and drop nal total and the difficulty they set for the
the 3, making your effective rolls a 4 and task. For example, after all bonuses, your
48
result might be 21, with doubles having a combination of a Standard Skill Check
been rolled. The GM may determine that and an Opposed Skill Check, in that the
this is enough to succeed, and because of characters involved must first succeed
the doubles, it is a Critical Success. at the difficulty set by the GM, and then
their results are compared to decide who
Certain special rules may allow char- performed the best. Only the character
acters to make use who succeeds against the difficulty of the
of certain options task and out-performs their opponent(s)
at the end of the is counted as having succeeded at the
Skill Check. Competitive Skill Check; all others fail
For example, the Competitive Skill Check.
the Lucky
Edge allows Damage, Recovery,
a character
to re-roll & Sidelining
the low-
est d6 in a
failed Skill
Check, effec-
tively trying again with the new result.
Opposed Skill Checks Characters may take damage to Forti-

Sometimes, characters may attempt tude and/or Willpower, and may spend
tasks which are directly opposed to one points of Virtue to restore lost points
another; for example, playing tug-of-war, up to their maximum. A character
having a race, or hoof-wrestling would who runs out of either Fortitude or
all be Opposed Skill Checks. In those Willpower becomes Sidelined, or tem-
cases, simply follow the steps for a Stan- porarily defeated. Engaging in focused
dard Skill Check, except that in Step Ten recovery outside of a dangerous situa-
whichever character has the highest to- tion can restore lost Fortitude and Will-
tal succeeds at the opposed Skill Check power as well, at the GMs discretion.
(i.e. winning the tug-of-war, race, hoof- Danger to characters in Equestria can
wrestling match, or whatever else was come from all angles, be it from a mon-
at stake, as interpreted by the GM). The ster attacking from the Everfree Forest, to
other character fails at the Opposed Skill a bully in Ponyville who just wont leave
Check. them alone. Because of this, characters
Competitive Skill Checks may take damage to both their physical
Sometimes, characters may attempt and emotional state, and damaging either
tasks with the intent to out-perform one one may be enough to Sideline, or tem-
another; for example, two teams each try- porarily defeat, a character. The toughest
ing to produce more cider than the other soldier may be emotionally sensitive, and
would be a Competitive Skill Check. In the strongest will may come in a physi-
these cases, it becomes important not cally frail body. This section will explain
just to see who performed better, but how characters are harmed, what hap-
also to make sure that the involved char- pens to them as a result of being harmed,
acters both succeeded in the first place. and how they recover.
This kind of Competitive Skill Check is
49
Taking Damage Willpower for themselves and 1 point for
(1d6 + Heart) Fortitude and Willpower
Dangerous situations can lead to char-
for their friend.
acters taking damage to their Fortitude
and Willpower, through physical harm
(for Fortitude) or mental / emotional Virtue is used for healing in addition
harm (for Willpower). The GM deter- to powering certain other special me-
mines the type and severity of the harm chanics and
being inflicted, which yields a number of rules because
d6s of damage. it is relatively
For example, a character doesnt man- hard to obtain
age to get out of the way of a charging buf- and is intended
falo. The GM determines that the buffalo to be valuable
hitting the character inflicts Heavy physi- to char-
cal harm, which is 6d6 damage to Forti- acters as
tude. When it is rolled, the result is 3, 5, 1, more than
2, 5, and 2, for a total of 18. simply a
measure-
Recovering With Virtue ment of
As long as a characters Fortitude and their good deeds; it gives moral ac-
Willpower totals are above zero, they can tions and decisions a tangible re-
spend Virtue to recover lost Fortitude turn and a meaningful benefit.
and Willpower, up to their maximum.
This may be done as either a reaction or Being Sidelined
an action during a round of Cinematic
When either of a characters Forti-
Mode gameplay, or at any time during
tude or Willpower totals reach zero, the
Narrative Mode gameplay. In addition,
character becomes Sidelined, and can-
multiple points of Virtue may be spent at
not recover from being Sidelined unless
a time. For every point of Virtue a char-
an effect is used which specifically says
acter spends, they may either recover
that they recover from being Sidelined. A
(1d6 + Heart) of their own Fortitude and
Sidelined character cannot take normal
Willpower, or allow a friend to recover
actions, and is effectively out of action
(1d6 + Heart) Fortitude and Willpower.
for the duration of a scene. The only ac-
In this way, characters may use Virtue
tions a Sidelined character can take are
to maintain their own levels of Fortitude
ones granted via Edges or Special Abili-
and Willpower or may help a friend in
ties (for example, the Determined Edge
need avoid dropping to zero. The Heart
allows a character to recover from being
score that applies to the recovery is al-
Sidelined once per scene)--otherwise,
ways the Heart score of the character
the GM controls the character until they
who spends the Virtue point.
decide to return control to the player, or
For example, a character who has
until the scene is over. If all characters are
dropped to 5 Fortitude out of their maxi-
Sidelined, the GM may declare that the
mum may, by spending 3 points of Virtue,
game is over, or may take the story in a
recover (3d6 + 3x Heart) Fortitude and
different direction. Being Sidelined isnt
Willpower. They might also have spent
always the end: it may allow for charac-
3 points of Virtue to recover (3d6 + 3x
ters to be captured or for other events
Heart) of a friends Fortitude and Will-
to occur in the story while everypony is
power, or may split the expenditure as 2
temporarily incapacitated. A character
points for (2d6 + 2x Heart) Fortitude and
50
becomes Sidelined according to the situ-
ation at hand and whether Fortitude or Virtue
Willpower was reduced to zero.
For example, a character participating
in a joust who runs out of Fortitude might
be knocked out or exhausted, whereas a
character who is facing a scary monster
and runs out of Willpower might be forced
to run away in fear. Either are appropriate Characters gain and lose points
examples of being Sidelined. of Virtue based on the morality of
After-Action Recovery their behavior. Characters can spend
The GM may, after a dangerous scene Virtue to heal themselves or their
is over, restore all Sidelined characters to friends, as well as to make use of
being actively playable, as well as restor- unique abilities they gain from vari-
ing them to 1 Fortitude and Willpower ous sources, such as Edges, Natu-
and get them back on their feet, so to ral Abilities, and Special Abilities.
speak. In addition, a character may have Virtue is a unique resource which
all (or some, at the GMs discretion) of characters gain and lose based on their
their lost Fortitude and Willpower re- moral behavior and ethical actions, and
stored by resting, relaxing, or otherwise which they can spend for various pur-
engaging in focused recovery between poses. It gives characters who strive to be
dangerous scenes or as a result of other the good guys a tangible benefit for do-
events, at the GMs discretion. ing so, and helps to promote the central
For example, after the dragon has been themes of S3E and the original cartoon in
sent on its way from Equestria, the GM gameplay. Virtue is not an alignment me-
rules that the scene is over, and the four chanic; characters can be from any and
characters who were Sidelined are restored all walks of life, with any kind of view on
to 1 Fortitude and Willpower and recover morality and philosophy, and still make
from being Sidelined. After returning to use of S3Es Virtue system.
town, the group takes the opportunity to Virtue is a highly subjective concept,
relax together from their adventure, and and as such how it manifests itself in
the GM rules that this focused recovery gameplay will undoubtedly vary from
restores everyone to group to group--all that matters is that
full Fortitude and Virtue represents characters who try
Willpower. to do the right thing, as best they know
how. Virtue has already been touched on
and explained a bit in character creation,
but this section will expand on Virtue in
a bit more technical depth.
Gaining Virtue
Whenever a character does (or ear-
nestly attempts) something especially
moral or ethical, usually going out of
their way or accepting a burden of some
kind to do it, the GM should award that
character one point of Virtue. While it is
possible for the GM to award multiple
51
points of Virtue for exceptionally moral Using Virtue
acts, it is not the norm; Virtue is earned Virtue can be spent during gameplay
best over time. There is no limit to how to restore a characters lost Fortitude and
many points of Virtue a character has, al- Willpower. This restoration can be used
though they do not save points of Virtue on the character spending the Virtue,
from one Episode to the next and must or on any other character present in the
reset their total at the beginning of each Scene, and multiple points of Virtue may
Episode. be spent at the same time by a charac-
ter. For every point of Virtue a character
Why does Virtue have no maximum, spends, they may recover (1d6 + Heart) of
yet also not carry over between Epi- their own Fortitude and Willpower (up to
sodes? Virtue their maximum), or allow a friend to re-
has no maxi- cover that amount--and each point, even
mum because when spent all at the same time, may be
it doesnt make applied to a different character. The Heart
sense to limit the score which is used in the recovery is al-
amount of good ways the Heart score of the character who
a character is spending the Virtue point.
can strive Additionally, certain Edges, Natural
to do; a Abilities, and Special Abilities give charac-
true para- ters other ways to use their Virtue points.
gon
morality
of
Ending An
can (and should) amass quite a lot of
Virtue. By the same token, Virtue re- Episode
sets between Episodes to ensure that
characters dont become overpow-
ered by Virtue right from the start;
doing the right thing should always
be more difficult early on than once
a character is already in the habit. In
addition, this reset allows characters
At the end of an Episode, the play-
to be more easily transferred between
ers discuss their characters Let-
game groups without breaking a sense
ter To The Princess in order to
of character and group continuity.
earn Experience Points from les-
sons their characters learned.
Losing Virtue After the action of an Episode is over,
Whenever a character does some- there is a final phase of the Episode in
thing knowingly immoral, usually for which characters earn Experience Points.
their own gain and to someone elses This Experience Point gain is based on
the character growth the character ex-
detriment, the GM should penalize that
perienced through the lessons that they
character at least one point of Virtue.
learned from the Episode, and takes the
For more wantonly immoral behavior,
form of a Letter To The Princess. This
the GM may dramatically increase this phase of an Episode, as well as Experi-
penalty--even taking all of a characters ence Points and how characters advance
Virtue points away at once if the charac- through gaining them, are covered in de-
ter does something truly deplorable. tail in the next chapter.
52
Character Advancement
Youve come such a long, long way;
And Ive watched you from that very first day.
~ Princess Celestia
The Letter To perience Points for the Lessons the GM
feels are representative of meaningful
The Princess character growth.
Talk about your

characters Lessons
as a group--the Letter
To The Princess
can be a lot
of fun when
everyone
In the Letter To The Princess phase at
works on
the end of an Episode, the players come
it together!
up with the Lessons their characters
Who knows? Maybe turn-
learned over the course of the Episode
ing it into a discussion can teach
and present them to the GM. For each
the players a lesson or two as well!
Lesson the GM approves, the group of
characters gets one Experience Point.
Identifying Lessons
Once the action of an Episode ends, The first step in composing the Letter
the problem is solved, and the story is To The Princess is to identify the Lessons
finished, there is still one phase left: the the characters learned over the course of
Letter To The Princess. Just as in the orig- the Episode. Lessons should be meaning-
inal Friendship is Magic cartoon, its not ful and represent character growth and
only important that a problem is solved- change as a result of their experiences
-its also important how it was solved and during the Episode. In addition, Les-
what the characters learned from the ex- sons should be phrased as a statement,
perience. To that end, the basis of char- in a complete sentence. For example, if
acter advancement and the accumulation a character spent a considerable portion
of Experience Points in S3E is based not of time during an Episode taking care of
simply on the completion of the Episode children who seemed to get into all kinds
itself, but upon the Lessons the charac- of trouble by showing up trying to help,
ters learned from an Episode. Addition- they might learn the Lesson, Its impor-
ally, just as in the original cartoon, the tant to know your limits so you dont do
method of identifying these Lessons and more harm than good. Each characters
earning Experience Points from them in individual Lessons are added to the list
S3E is for the players to compose their which makes up the Letter To The Prin-
characters own Letter To The Princess. cess, and any duplicates are removed;
The characters Letter To The Princess for example, if more than one charac-
doesnt have to be poetic or written in the ter learned Its better to
narrative format of the letters from the make peace than
original cartoon (although theres noth- to get even, that
ing wrong with doing so); its perfectly Lesson would
acceptable for a Letter To The Princess to still only be
simply be a list of the Lessons the char- added to
acters learned from playing the Episode. the Letter
Once they are satisfied with their Letter To The
To The Princess, the players present it to Princess
the GM, who then awards the group Ex- once.
54
Not every character
shares the same des-
tiny or ambition for
their life, and as
characters
grow and
advance,
its per-
Its best not to try to cheat with Les- fectly normal
sons by splitting up one Lesson into for their day-to-day interests
a bunch of unnecessarily small ones; and activities to diverge from one
each one should be a full concept. another. Whats important, however,
When in doubt, play fair and be honest. is that they remain friends, even if
they fall out of contact for a while.
How Lessons Change
meaningful to character growth and de-
As a character progresses through
velopment, the group of characters earns
Episodes, accumulating Experience
one Experience Point.
Points and increasing their power and
capability, its only natural for the scope All For One, One For All
of the Episodes they are participating in
Experience Points are earned and
to expand and change; in their youth, a
awarded as a group, not individually;
character might deal with the challenges
each characters number of Experience
of being a foal-sitter, where later in their
Points is the same as their groups total.
life, they might face the responsibilities of
This means that as the groups XP total
ruling an entire kingdom. Because char-
increases and reaches the milestones
acters gain Experience Points from the
which grand advancement rewards, all
Lessons they learn during an Episode, its
the characters in the group gain those
important to understand that the nature
advancement rewards simultaneously.
of the Lessons a character learns changes
and matures over time along with them.
No character is ever finished learning
Why equal advancement and group
Lessons about life and the world around
XP? S3E is designed to emphasize in-
them: its just their perspective that shifts
dividuality as
as they progress, and even a princess
part of a group
learns and grows--though the Lessons
dynamic; to
they learn may be different than the ones
that end, char-
learned by their subjects.
acters have many
Lessons & Experience Points options open to
Once the players have composed the them for de-
list of Lessons which comprises their termining
characters Letter To The Princess, they how they
present it to the GM, and each Lesson advance,
is discussed: who learned each Lesson, but when
what they learned it from, why its mean- t h e y
ingful, and how the character(s) changed advance is kept standard
as a result of learning it. For each Les- and equal within the group.
son the GM feels is well-established and
55
Milestones & XP Milestone Rewards
Rewards Character Creation:
1 Talent
0 XP (Youth) 2 Ability Points
1 Edge
4 Skill Points
5 XP Advancement
10 XP Advancement, Edge
15 XP Advancement
As the group earns Experience
Points, they reach XP milestones.
In each Experience Tier, there are Advancement,
30 XP (Adult)
Talent
four milestones. Every milestone re-
wards the characters in the group 40 XP Advancement, Edge
with an Advancement, the second 50 XP Advancement
and fourth milestones in each Ex- 60 XP Advancement, Edge
perience Tier reward them with a Advancement,
new Edge, and the first milestone in 75 XP (Veteran)
Talent
each Experience Tier rewards them
with a new Talent. Advancements,
Edges, and Talents cant be saved for 105 XP Advancement
later use -- they must be spent when 120 XP Advancement, Edge
they are gained (or at least before Advancement,
140 XP (Heroic)
the beginning of the next Episode). Talent
As a result of earning Experience
Points, in addition to eventually increas- 180 XP Advancement
ing their Experience Tier, a group of 200 XP Advancement, Edge
characters will reach certain XP mile- Advancement,
stones. These milestones are points at 225 XP (Champion)
Talent
which the group of characters gets a tan- 250 XP Advancement, Edge
gible, mechanical reward for the Experi-
275 XP Advancement
ence Points they have earned since the
last milestone. XP milestones follow a cy- 300 XP Advancement, Edge
cle within each Experience Tier, award- Advancement,
325 XP (Sovereign)
ing the characters in the group Advance- Talent
ments, new Edges, and new Talents. 350 XP Advancement, Edge
Each character in the group gains their 375 XP Advancement
own advancement rewards, to do with
as they choose; for example, when the
group reaches a milestone which awards Advancement,
425 XP (Celestial)
a new Edge, each character in the group Talent
gets to choose a new Edge individually. 450 XP Advancement, Edge
The progression of advancement rewards 475 XP Advancement
and XP milestones can be found on the 500 XP Advancement, Edge
following table.
56
Advancements Edges
Advancements are small packages of Your character may be entitled to ad-
Skill Points, Ability Points, or a combina- ditional Edges as a result of their starting
tion of the two, representing a characters Experience Tier. Each time your char-
progress in training and in developing acter gains an Edge, they must choose a
their unique powers. Each time a char- new one from the list in the Skills & Edg-
acter gains an Advancement, they must es chapter and apply its effects. An Edge
choose one of three packages the effects may only be chosen once, and like all
of which they wish to gain; and like all ad- advancement rewards, these extra Edges
vancement rewards, Advancements (and may not be saved--they must be chosen
the Skill Points and/or Ability Points they immediately upon being gained.
award a character) may not be saved for
later--they must be spent immediately
Talents
upon being gained. The three Advance- Your character may also be entitled
ment packages are as follows: to additional Talents as a result of their
starting Experience Tier. Each time
Advancement Reward(s) your character gains a Talent, they must
Training 4 Skill Points choose a new one and apply its Attribute
score increase(s) accordingly. Each Tal-
2 Skill Points
Balance ent may only be chosen once, and like
1 Ability Point
all advancement rewards, these extra
Power 2 Ability Points Talents may not be saved--they must be
chosen immediately upon being gained.
The list of Talents is as follows.

Egghead +3 Mind
Iron Pony +3 Body
Show Stopper +3 Heart
Smart Cookie +2 Mind, +1 Heart
Prize Pony +2 Body, +1 Mind
Daredevil +2 Body, +1 Heart
Drama Queen +2 Heart, +1 Body
Crusader +2 Heart, +1 Mind
57
Skills & Edges
Coolness! Awesomeness! And radicalness!
~ Rainbow Dash
Skill List
In this section, you will find the 99 Skills used in S3E, organized alphabetically in
their 25 Skill categories. Each Skill category contains a brief description of the basis
for the Skills it contains, what the base Attribute for the Skills in the category are, and
then individual brief descriptions for each Skill it contains. What follows is a quick
reference chart of S3Es Skills, separated by base Attribute and Skill category.
Mind Skills Body Skills Heart Skills
Ascetic Category Acrobat Category Actor Category
Discipline Balance Deception
Meditation Flexibility Disguise
Memorization Tumbling Artist Category
Detective Category Athlete Category Aesthetics
Cryptography Climbing Body Art
Investigation Flying Fashion
Observation Leaping Gourmet
Doctor Category Running Illustration
Diagnosis Swimming Photography
Surgery Weightlifting Sculpting
Treatment Cowpony Category Theatre
Camping Writing
Engineer Category
Blacksmithing Foraging Beastmaster Category
Construction Gardening Behavior
Electronics Rope Tricks Command
Machinery Tracking Riding
Software Fighter Category Training
Magician Category Finesse Weapons Counselor Category
Spellcasting Heavy Weapons Analysis
Lashes & Chains Therapy
Navigator Category
Martial Arts Leader Category
Cartography
Shields & Armor Banter
Direction Sense
Professional Category Marksman Category Intimidation
Archery Rapport
Administration
Artillery Swagger
Economics
Shooting Performer Category
Marketing
Throwing Comedy
Scholar Category
History
Pilot Category Dancing
Aerospace Juggling
Law
Nautical Musician
Literature
Terrestrial Oratory
Magic & Occult
Scoundrel Category Singing
Philosophy
Politics Forgery Socialite Category
Lockpicking Celebrity
Scientist Category
Pickpocketing Etiquette
Archaics
Sleight Of Hoof Persuasion
Biology
Chemistry Stalker Category Translator Category
Ecology Concealment Comprehension
Geology Incognito Linguistics
Mathematics Silent Movement Non-Verbal
Physics
59
Acrobat Disguise
The art of concealing your identity
Skills for anonymitys sake, or impersonating
someone.
Skills in the Acrobat category follow For example, changing your voice and
the theme of gymnastic prowess and agil- accent, wearing a fake beard, or dying
ity, and use the base Attribute Body. your mane to hide yourself.
Balance
Being able to maintain, or regain, your
Artist
balance in situations where this is diffi-
cult to do.
Skills
For example, walking a tightrope, Skills in the Artist category follow the
standing on top of a flagpole, or ice skating theme of practicing various artistic tal-
without falling over. ents, and use the base Attribute Heart.
Aesthetics
Flexibility Interior decorating, landscaping, and
Twisting, bending, stretching, tucking, other pursuits involving designing or
and other acts of preternatural contor- interpreting (but not necessarily execut-
tion. ing) artistic endeavors.
For example, fitting inside a hollow log, For example, designing a Hearts &
or stretching to let a foal skateboard be- Hooves Day card, or choosing the right
tween your hooves. curtains to go with a carpet.
Tumbling Body Art

Executing flips, rolls, cartwheels, bar- Mane, tail, and coat dyes, body pierc-
rel rolls, and other acts of gymnastics. ings, tattoos, mane-cuts, and other body
For example, twisting in mid-air to land beauty.
on your hooves, rolling in a somersault, or For example, dying someones mane a
bouncing from a wall. complex pattern of bright neon colors and
cutting it in a cool style.
Actor Fashion
Designing both formal and casual
Skills clothing, as well as accessories and full
ensembles.
Skills in the Actor category follow the For example, sewing a beautiful sun-
theme of stagecraft and being a thespian, dress and picking the best big floppy hat to
and use the base Attribute Heart. go along with it.
Deception Gourmet
The art of making someone believe Creating and following recipes for
you when you arent necessarily being cooking delicious, nutritious, and eye-
entirely honest. catching food.
For example, being believable when you For example, baking a colorful and
say that you havent seen someone, when award-winning Marzipan Mascarpone
you actually have. Meringue Madness cake.
60
Illustration Writing
Drawing and sketching with various Using words, phrasing, poetry, and
tools, as well as painting in a variety of prose, to create works of literature and
mediums. language.
For example, using watercolor paint For example, writing a song or a poem,
to make a portrait, or drawing a horse- fashioning a novel, or putting together a
drawn carriage with a pencil. letter to a princess.
Ascetic
Skills
Skills in the Ascetic category follow
the theme of mental discipline and self-
control, and use the base Attribute Mind.
Discipline
Maintaining conscious command over
your emotions, despite your external
situation.
For example, keeping a handle on your
fear even when faced with a pack of Tim-
ber Wolves.
Photography Meditation
Taking photos and pictures, whether Achieving a trance, allowing you to
on static photographic film or motion control your body to a greater degree
picture film. than normal.
For example, shooting a sequence of For example, focusing on slowing your
glamorous production photos of Eques- heart rate and breathing so as to appear
trias next star fashion model. unconscious.
Sculpting Memorization
Creating physical artwork such as stat- Committing things to memory, and
ues, whether realistic or more abstract in remembering things youve observed or
style. experienced.
For example, carving a full-body or For example, trying to remember the
bust statue of a heroic pony, or erecting a words to a magical rhyme you heard once
more symbolic sculpture. as a young foal.
Theater Athlete
Designing an entertaining presenta-
tion, including pageantry, spectacle, and
Skills
procession. Skills in the Athlete category follow
For example, putting together a parade, the theme of strength and physical con-
throwing a party, or directing a Hearths ditioning, and use the base Attribute
Warming Eve pageant. Body.
61
Climbing
Ascending, descending, or clinging
Beastmaster
to a surface or object which can support
weight.
Skills
For example, climbing up a rope, scal- Skills in the Beastmaster category fol-
ing a wall, climbing down a cliff face, or low the theme of interacting with ani-
clinging to a dragon. mals, and use the base Attribute Heart.
Flying Behavior
Using wings--or occasionally, magic- Being able to tell what an animal is
-to hover, maneuver, and move through thinking, feeling, or experiencing via in-
the air. teraction.
For example, flying through cloud For example, knowing that a bear is
hoops, hovering upside-down, or creating carrying stress in its shoulders, or under-
a Sonic Rainboom. standing a ducks quacking.
Leaping Command
Jumping, whether for height or for dis- Getting animals to follow your direc-
tance, as well as bouncing and skipping tions and do what you instruct them to
along. do.
For example, trying to bounce up and For example, staring down a group of
touch the ceiling, or long-jumping in an unruly chickens in order to get them to go
iron pony contest. back into their pen.
Riding
Running Using various animals as a means of
Galloping along the ground, both for conveyance and transportation with
speed as well as maneuvering. their consent.
For example, running a slalom of bar- For example, being carried along by a
rels at a rodeo, or sprinting ahead to take swarm of butterflies, or riding a tortoise
the lead in a race. through Ghastly Gorge.
Training
Swimming Teaching an animal to behave in a cer-
Treading water, diving, and paddling tain way or to perform certain tricks on
along in both turbulent and calm bodies command.
of water. For example, teaching a dog to bark
For example, staying afloat in a raging when chickens have gotten loose, or to help
rivers rapids, or diving all the way to the herd stampeding cattle.
bottom of a deep pond.
Counselor
Weightlifting
Using muscular power to push, pull,
Skills
drag, lift, throw, and catch heavy objects. Skills in the Counselor category follow
For example, pulling an ox-cart, push- the theme of understanding others men-
ing a snow-plow, lifting a boulder, or tally and emotionally, and use the base
throwing aside a tree trunk. Attribute Heart.
62
Analysis Rope Tricks
Being able to tell someones mental Tying loops and knots, twirling a lasso
and emotional state, whether apparent or and throwing it accurately, and other
subtle. rope use.
For example, knowing at a glance that a For example, hog-tying a sheep, lasso-
friend is depressed or that they arent acting a runaway bull, and dancing through
ing like themselves. a spinning rope for fun.
Therapy Tracking
Being able to alleviate someones men- Reading hoof-prints and other signs
tal and emotional state to a limited de- of passage, and following hard-to-spot
gree. game trails.
For example, making someone whos For example, noticing bent grass as a
scared calm down or cheering up someone sign of passage, and being able to follow
who is depressed. game through the woods.
Cowpony Detective
Skills Skills
Skills in the Cowpony category follow
Skills in the Detective category follow
the theme of living on the frontier of the
the theme of investigation and deductive
wilderness, and use the base Attribute
logic, and use the base Attribute Mind.
Body.
Camping Cryptography
Clearing and assembling a suitable Cracking codes, puzzling out ciphers,
campsite, gathering materials, and mak- and picking patterns out of complex sys-
ing camp. tems.
For example, erecting a sturdy tent, For example, noticing that a bunch of
building a fire and extinguishing it, build- fallen candy has scattered in a vaguely
ing a makeshift shelter, etc. star-shaped pattern.
Foraging Investigation
Searching the wilderness for any num- Actively searching an individual or
ber of various useable materials and re- your surroundings to find hidden or ob-
sources. scured things.
For example, finding good firewood, For example, searching a house to find
picking berries, digging up roots, and har- a missing locket, or an individual to find
vesting wild honey. doughnut crumbs.
Gardening Observation
Planting crops, tending to their needs Passively using your five senses to dis-
for growth, and harvesting them at the cern basic information about your envi-
right time. ronment.
For example, planting a row of corn, For example, watching someone to no-
fertilizing and watering a patch of herbs, tice they have a limp, or smelling freshly-
and harvesting wheat. baked pie nearby.
63
Doctor Construction
Designing and assembling buildings
Skills and other architecture out of various ma-
terials.
Skills in the Doctor category follow For example, building a tower into a
the theme of practicing medicine and castle wall, a hut in the woods, or a bridge
healing, and use the base Attribute Mind. over the river.
Diagnosis Electronics
Using observation, experimentation, Assembling and modifying electronic
and gut instinct to determine someones devices of varying levels of sophistica-
condition. tion.
For example, being able to tell whether For example, building a device that
someone has the Feather Flu, or just a case reads brainwaves or a printer which shows
of Lazy-itis. the results.
Surgery Machinery
Operating on someone to fix internal Assembling and modifying physical
or external injuries requiring direct in- machinery of varying levels of sophisti-
tervention. cation.
For example, repairing a fractured For example, building a treadmill de-
wing, pulling a broken tooth, or stitching vice which presses apples for cider or a
a wound closed. wagon to haul it.
Treatment Software
Using non-invasive methods to repair Using programming to create or
injuries which do not require direct in- modify software to direct the function of
tervention. computers.
For example, identifying and admin- For example, programming a robot to
istering the right medicine to cure a bad carry out specific commands or modifying
case of Hay Fever. it to stop doing so.
Engineer
Skills
Skills in the Engineer category follow
the theme of building, modifying, break-
ing, and repairing, and use the base At-
tribute Mind.
Blacksmithing
Using a forge, hammer, and anvil to
work metal or other basic materials into
basic objects and devices.
For example, beating golden steel into a
spear and a suit of armor for the Canterlot
Royal Guard.
64
Fighter Leader
Skills Skills
Skills in the Fighter category follow Skills in the Leader category follow the
the theme of engaging in hoof-to-hoof theme of being the focal point of a situ-
combat, and use the base Attribute Body. ation, and use the base Attribute Heart.
Finesse Weapons Banter

Wielding a variety of weapons which Using wit, charm, and personal mag-
rely on your precision and speed to per- netism to turn social situations in your
form well. favor.
For example, parrying and thrusting For example, giving a witty rebuttal to
with a rapier or sticking somepony with a an insult which makes the one who said it
dagger or needle. look foolish instead.
Heavy Weapons Intimidation

Wielding a variety of weapons which Inspiring fear and unease in others in
rely on your strength and power to per- order to coerce them into doing what you
form well. want them to do.
For example, bashing down a door with For example, taunting someone into
a heavy mallet or chopping down a tree leaving or making them give you some-
with a loggers axe. thing out of fearful compliance.
Lashes & Chains Rapport

Wielding a variety of weapons which
Establishing camaraderie with others
rely on a skilled use of momentum to
to inspire trust, friendship, and respect.
perform well.
For example, convincing someone that
For example, cracking a whip to make
they can count on you to get a certain job
a team of oxen move or swinging a flail at
done--and done right.
somepony.
Martial Arts Swagger

Fighting with your hooves, talons, Projecting a confident and self-assured
wings, head, and any other natural bodily attitude in order to evoke a response
weapons. from others.
For example, head-butting, slashing For example, bragging about ones deeds
with a talon, bucking an apple tree, or in order to inspire awe and hero-worship
wrestling with somepony. from those around you.
Shields & Armor

Wielding a variety of protective gear
Magician
such as shields, helmets, armor, and pad-
ding.
Skills
For example, blocking a spear thrust Skills in the Magician category follow
with a shield or trusting armor to deflect the theme of arcane study and spellcast-
a bolt of magical fire. ing, and use the base Attribute Mind.
65
Spellcasting
Using arcane power and mystical
Navigator
study to cast spells and manipulate magi-
cal forces.
Skills
For example, opening a door magically Skills in the Navigator category follow
or casting a spell to turn an apple into an the theme of orientation and pathfind-
orange. ing, and use the base Attribute Mind.
Marksman Cartography
Using maps, globes, and other re-
Skills sources to determine location, path, and
destination.
Skills in the Marksman category fol- For example, using a map of a moun-
low the theme of hitting a target at range, tain to plot the best route to the dragons
and use the base Attribute Body. cave at the summit.
Archery Direction Sense

Striking a target with a variety of Using landmarks, the stars, and other
weapons which use muscle power for methods to discern your relative loca-
propulsion. tion.
For example, knocking, drawing, and For example, figuring out that you are a
firing longbows or shortbows, as well as few miles northeast of the destination you
slings and slingshots. are trying to reach.
Artillery Performer
Skills
Striking a target with a variety of
weapons which only require aiming for
guidance.
Skills in the Performer category follow
For example, firing a party cannons
the theme of entertaining others with
contents onto a table accurately or firing a
your actions, and use the base Attribute
catapult or trebuchet.
Heart.
Shooting Comedy
Striking a target with a variety of Telling jokes or amusing anecdotes,
weapons which use non-muscle power making puns, slapstick comedy, and oth-
for propulsion. er humor.
For example, aiming and firing a cross- For example, telling knock-knock
bow, squirt gun, fire hose, flame-thrower, jokes, or when all else fails, dumping a bag
or firearm. of flour over your head.
Throwing Dancing
Striking a target with something Making graceful and rhythmic mo-
youve thrown, tossed, or otherwise tion, whether a formal routine or an im-
hurled yourself. provised one.
For example, flinging a knife, throwing For example, dancing a perfect waltz or
darts, hurling a grappling hook, or pitch- tango, break-dancing to a beat, or just get-
ing a baseball. ting down at a party.
66
Juggling
Throwing, catching, balancing, and
Pilot
otherwise deftly manipulating objects in
mid-air.
Skills
For example, juggling flugelhorns, toss- Skills in the Pilot category follow the
ing bowling pins back and forth, or bal- theme of driving and maneuvering ve-
ancing spinning plates. hicles, and use the base Attribute Body.
Musician Aerospace
Playing any number of musical instru- Correctly handling all manner of air-
ments, as well as being a competent disc borne craft, as well as various kinds of
jockey. spacecraft.
For example, running a DJ booth for For example, flying a hot-air balloon,
a wedding reception or playing the cello / airplane, or gyrocopter, as well as maneu-
double bass / fiddle. vering a rocket ship.
Nautical
Correctly handling seafaring and
aquatic vehicles, which includes sub-
mersible vessels.
For example, navigating a raft, jet-ski,
canoe, or yacht, as well as piloting a deep-
sea submarine.
Terrestrial
Correctly handling ground vehicles,
from trains and wagons to scooters and
skates.
For example, ice-skating, conducting a
locomotive, crossing town on a scooter, or
guiding a wagon.
Oratory
Telling stories, reciting lines in a play,
Professional
or giving an inspirational and moving
speech.
Skills
For example, telling the story of the Skills in the Professional category fol-
headless horse or acting in the Hearths low the theme of business management,
Warming Eve pageant. and use the base Attribute Mind.
Singing
Making music vocally and melodi- Administration
cally, including lyrical singing and even Managing employees and directing the
whistling. organization and activities of a company.
For example, singing a country song, For example, setting up an efficient
whistling Flight of the Valkyries, or belting management structure or running a com-
out 99 Buckets of Oats. pany day-to-day.
67
Economics Magic & Occult
Understanding the value, profitability, Knowing about spells and the practice
and economic impact of a product or of magic, mythology, mysticism, rituals,
strategy. and curses.
For example, being able to tell if cherries For example, being able to explain the
are worth two bits or how to capture the workings of an amniomorphic spell to
wholesale market. someone.
Marketing Philosophy
Coming up with, and implementing, Knowing belief systems, religion and
effective advertising and marketing cam- spirituality, and how to explore an out-
paigns. look on life.
For example, coming up with a new For example, knowledgeably debating
jingle or a flashy new logo to get people in- the differences between objective and sub-
terested in your goods. jective morality.
Scholar Politics
Skills
Knowing the workings of the political
and governing process and the ruling hi-
erarchy.
Skills in the Scholar category follow
For example, knowing that a mayor
the theme of academic research and
reports to a governor or that Celestia and
knowledge, and use the base Attribute
Luna rule Equestria.
Mind.
History Scientist
Skills
Knowing historical figures, important
past events, and notable places and civi-
lizations.
Skills in the Scientist category follow
For example, recalling that King Som-
the theme of knowledge and proficiency
bra once ruled over the Crystal Empire
in science, and use the base Attribute
with an iron hoof.
Mind.
Law Archaics
Knowing the procedures and inner The study of ancient things, whether
workings of jurisprudence and the law of they are people, places, or objects of in-
the land. terest.
For example, knowing that jaywalking For example, discovering that an arti-
is illegal in Canterlot or when you can ob- fact is over a thousand years old and from
ject in court. the Crystal Empire.
Literature Biology
Knowing stories, both fiction and Flora, fauna, and the study of the ana-
non-fiction books, local legends, prov- tomical processes which create and sus-
erbs, and fables. tain life.
For example, remembering which book For example, discerning that a strange
would contain information on the Alicorn and wondrous creature evolved from an
Amulet. extinct animal.
68
Chemistry Forgery
The formation and interaction of Creating counterfeit copies of things,
chemicals, gasses, and other foundation- from fake bits to a duplication of a sig-
al elements. nature.
For example, being able to properly For example, making a fake passport to
formulate alchemical items and identify let you cross a border or faking a parents
volatile ingredients. signature at school.
Ecology Lockpicking
The systems and cycles of nature, in- Opening locks and other security de-
cluding geography and climate / weather vices without having the correct key to
patterns. do so.
For example, knowing that a certain For example, using a hair pin to unlock
cloud pattern will mean rain or that the a door or unlatching a locked chest using a
zap apples are coming. bent forks tines.
Geology Pickpocketing
The study of earthly minerals, from Snatching an item or object off of
sand and stone to metallurgy and pre- someone else without them noticing that
cious jewels. its gone.
For example, telling the difference be- For example, plucking a few bits from
tween tungsten and platinum or a normal someones pocket in passing or taking a
ruby and a fire ruby. locket while they sleep.
Mathematics Sleight Of Hoof

Probability, statistics, calculus, alge- Hiding something on your person or
bra, geometry, trigonometry, and other doing something tricky without being
higher math. noticed.
For example, being able to calculate the For example, using your tail to steal an
odds of something occurring or solving a apple from an apple cart or hiding a key in
complex equation. the curls of your mane.
Physics
The study of motion, energy, gravity,
Socialite
magnetism, and how fundamental forces
interact.
Skills
For example, figuring out a rocket ships Skills in the Socialite category follow
best trajectory or the attractive strength of the theme of fitting into a social setting,
a magnetic field. and use the base Attribute Heart.
Scoundrel Celebrity
The innate talent of being regarded
Skills highly upon first impression in a social
setting.
Skills in the Scoundrel category follow For example, being viewed with respect
the theme of thievery and spycraft, and when you are introduced to someone for
use the base Attribute Body. the very first time.
69
Etiquette Incognito
Being able to discern and intuit the The art of vanishing into a crowd or
rules and hierarchy of any given social otherwise making yourself seem incon-
setting. spicuous.
For example, knowing to eat the salad For example, blending in with a crowd
first at a dinner party or to wait until the of tourists disembarking a train, so as to
host sits before you do. seem like one yourself.
Persuasion Silent Movement

The ability to sway a social setting ac- The art of moving and performing ac-
cording to the direction you wish to take tions while making as little sound as pos-
it in. sible.
For example, when viewing a few pieces For example, quietly sneaking down-
of artwork, getting others to agree with stairs at night or creeping up on someone
you on which is better. to surprise them.
Translator
Skills
Skills in the Translator category follow
the theme of communicating with oth-
ers, and use the base Attribute Heart.
Comprehension
Understanding foreign languages and
alphabets, both written as well as spoken.
For example, deciphering a strange in-
scription on a cave wall or understanding
a new spoken language.
Stalker Linguistics
Speaking and writing new and foreign
Skills languages so as to be correctly under-
stood.
Skills in the Stalker category follow the For example, being able to speak in the
theme of stealth and avoiding detection, Zebra language even after just recently
and use the base Attribute Body. hearing it for the first time.
Concealment Non-Verbal
The art of using your physical sur- Using body language, non-language
roundings to camouflage yourself and go sounds, and gestures to be understood
unnoticed. by others.
For example, hiding inside a fallen For example, nodding toward a door to
log or moving unseen behind a thicket of indicate that someone is waiting inside the
bushes and brambles. adjacent room.
70
Edge List
In this section, you will find the 52 Edges in S3E, organized alphabetically and by
type. What follows is a quick reference chart of S3Es Edges.
Edge Type Edge Name

Courageous
Determined
Virtue Edges Enlightened
Inspirational
Lucky
Big Crown Thingy
Diamond In The Rough
Fan Club
Fantastic Family
Far And Wide
Fortunes Favor
Story Edges Home Sweet Home
Jester, Sailor, Soldier, Spy
Mare Of Mystery
Masterful Mentor
Number One Assistant
Perfect Pet
Studious Student
Bits And Bobs
Dire Straits
Musical Number
Power Edges Share And Care
Signature Move
Words Of Wizardry
Doubly Mirrored
Good Natured
Lead Pony
Advantage Edges Noble Soul
Spirited
True, True Friend
Wing Pony
Daring Doings
Last Chance
Luck Edges Maverick
Stacked Deck
General Training
Pony Prodigy
Skill Swap: Ballistics Training
Skill Swap: Method Actor
Skill Edges Skill Swap: Natural Equilibrium
Skill Swap: Need For Speed
Skill Swap: Stage Presence
Skill Swap: Wild Talent
Alchemical Genius
Blaster Caster
Pride Of The Skies
Racial Edges Quick Learner
Total Recall
Weather Witch
Code Of Honor
Special Edges Fatal Flaw
Magic Trick
71
Virtue Inspirational
Activate on your turn. You may spend
Edges a point of Virtue to cause any and all
friends who have been Sidelined to re-
Courageous cover from being Sidelined, and all
friends (Sidelined or not) immediately
regain 3d6 Fortitude and Willpower each
a point of Virtue and roll 1d6. For the
(roll once and apply the result to every-
duration of this scene, any damage d6
one). You may not use this Edge if you
rolled by the GM to deal damage to you,
are Sidelined, and you may not spend
which does not result in a number equal
more than one point of Virtue per Scene
to or higher than your initial roll, does
for this effect.
not deal damage to you. You may not
spend more than one point of Virtue Lucky
per Scene for this effect. (For example, Activate on your turn. You may spend
you spend a point of Virtue and activate a point of Virtue to re-roll the lowest
this Edge, rolling 1d6. If you rolled a 4, single d6 on any failed Skill Checks you
any damage d6 rolled against you in this make this Scene, and take the new result
scene resulting in a 3 or below is discarded; instead. You may not spend more than
in other words, you can only be harmed by one point of Virtue per Scene for this ef-
4s, 5s, and 6s.) fect.
Determined Story
a point of Virtue to recover from being Edges
Sidelined, and immediately regain 5d6
Fortitude and Willpower. This Edge can Big Crown Thingy
only affect you; it may not be used to al- You possess some mystical artifact,
low other characters to recover from be- magic item, or other object with unique
ing Sidelined. You may not spend more qualities. Work with your GM to deter-
than one point of Virtue per Scene for mine the details, and the limitations, if
this effect. any, of this artifact. This Edge requires
GM approval.
Diamond In The Rough
Enlightened You are notably attractive, especially
Activate on your turn. You may spend pretty or handsome. Work with your GM
a point of Virtue to reduce the level of to determine the details. At the GMs dis-
any spells you cast for the duration of cretion, this Edge may impact the story
this Scene by half (rounded up), thus de- in a positive or negative way. This Edge
creasing the amount of Fortitude and / requires GM approval.
or Willpower you must pay to cast them.
You may not spend more than one point Fan Club
of Virtue per Scene for this effect. This You have a group of admirers, or per-
effect takes place before any other reduc- haps one or two die-hard fans. Work with
tion to the cost of casting your spells. your GM to determine the details. At the
(For example, when casting a spell of level GMs discretion, this Edge may impact
31, you reduce its level by half, rounded the story in a positive or negative way.
up--in this case, to 16.) This Edge requires GM approval.
72
Fantastic Family Masterful Mentor
You have an immediate family mem- You have a teacher, mentor, or patron
ber who will generally help you when who has your best interests at heart.
you call on them, if they are able to. Work While they may not always be able to
with your GM to determine the details. provide direct assistance, they can help
This Edge requires GM approval. you with guidance and advice at the
GMs discretion. This Edge requires GM
Far And Wide approval.
You are fairly well known as a celebrity
for something or other. Work with your
GM to determine the details. At the GMs
discretion, this Edge may impact the Number One Assistant
story in a positive or negative way. This
You have an assistant in your service
Edge requires GM approval.
(the exact nature of which should be
worked out with the GM); they can carry
Fortunes Favor out reasonably complex commands and
You are more wealthy than normal are able to assist you with reasonably
characters, within reason. Work with complex tasks at the GMs discretion.
your GM to determine the details. At the Your assistant has a mind of its own,
GMs discretion, this Edge may impact however, and may disobey you or cause
the story in a positive or negative way. trouble on its own. This Edge requires
This Edge requires GM approval. GM approval.
Home Sweet Home
You have a dwelling which you own,
and which is suited to your purposes. Perfect Pet
Work with your GM to determine the You have some small, lesser animal
details. At the GMs discretion, this Edge as a loyal pet (the exact nature of which
may impact the story in a positive or should be worked out with the GM); they
negative way. This Edge requires GM ap- can carry out simple commands and are
proval. able to assist you with basic tasks at the
GMs discretion. In general, your pet will
Jester, Sailor, Soldier, Spy obey whatever you tell it to do, and will
You hold some office, rank, or station avoid causing trouble on its own. This
above normal characters. Work with Edge requires GM approval.
your GM to determine the details. At the
GMs discretion, this Edge may impact
the story in a positive or negative way. Studious Student
This Edge requires GM approval. You have a student, apprentice, or
some other kind of character who looks
Mare Of Mystery up to you as a mentor and may come to
You have a secondary persona, an al- you for guidance or advice. Work with
ter-ego, which you can make use of free- your GM to determine the details. How
ly. This affords you anonymity when you this Edge may impact the story is up to
need it, but must be kept secret! Work the GMs discretion, as you do not con-
with your GM to determine the exact na- trol your student--they are a separate
ture of this alter-ego. This Edge requires entity under GM control. This Edge re-
GM approval. quires GM approval.
73
Power Signature Move
Work with your GM to develop a
Edges special power that only your character
has, as well as its effects. This Edge cor-
Bits And Bobs relates to the in-show abilities of Flutter-
shys Stare, Pinkie Pies Pinkie Sense, and
Once per Episode, you may declare
Rainbow Dashs ability to produce Sonic
that your character brought just the
Rainbooms, among others. Once per Ep-
thing for the situation at hand. Work
isode, by spending a point of Virtue, you
with your GM to determine what object
may use it.
or Tool your character then pulls from
seemingly nowhere. Words Of Wizardry
Choose a single spell your character
can already cast, and assign this Edge to
it. Once per Episode, your character may
Dire Straits recite a mystical rhyme as part of cast-
Once per Episode, when you are dealt ing the chosen spell. These magic words
damage which would Sideline you, you contain the power necessary to sustain
may use this Edge. If you do, you are pre- the spell, reducing its Level (and thus, its
vented from being Sidelined by the dam- cost to cast) to zero. (Actual recitation of
age; instead, you are reduced to one point a rhyme by players is optional, but encour-
of Fortitude and / or Willpower, which- aged!)
ever type would have otherwise been re-
duced to zero. Advantage
Edges
Musical Number Doubly Mirrored
Once per Episode, your character may Immediately gain and spend two Ad-
break into an inspiring musical number; vancements.
this allows your entire group to recover Good Natured
all of their lost Fortitude and Willpower When you spend a point of Virtue for
as if they had been able to make a focused any reason, roll 1d6. If the result is a 5
recovery. This ability may not be used in or a 6, you gain the benefit of the point
Cinematic mode, or when facing danger as normal, but the Virtue is not actually
or a direct threat. (Actual singing by play- spent.
ers is optional, but encouraged!)
Lead Pony
If at least one friend is assisting you in
a Skill Check, you gain an additional +1
Share And Care bonus to the Skill Check. This is only ap-
Once per Episode, you may sacrifice plied once, even if multiple friends assist,
any amount of Fortitude and/or Will- and the maximum of 5 assistants still ap-
power, and give that much of each to a plies (though this way the total bonuses
non-Sidelined friend to heal them. For- may exceed +5).
titude replaces Fortitude, and Willpow-
er replaces Willpower; the types must Noble Soul
match. You may even Sideline yourself if You begin each Episode with 1 extra
you sacrifice too much! point of Virtue.
74
Spirited Maverick
When you spend a point of Virtue to You have a more direct tie to Lady Luck
restore Fortitude and Willpower, you than most. This Edge modifies the Criti-
gain the effects of having spent two cal Doubles rule for your character,
points of Virtue instead. You may spend adding a chance for automatic successes
each in any way you choose, between and automatic failures. By default, even
yourself or friends. if your character rolls high doubles, they
may fail a check, and the doubles would
True, True Friend make that high failure a critical failure.
Once per Scene, when a friend would By the same token, if your character rolls
take damage, you may elect to take the low doubles, they may still succeed at a
hit in their place. You are dealt half of check, and doubles would make that low
the damage your friend would have tak- success a critical success. This Edge al-
en, rounded down; your friend takes no lows a character to have a small chance at
damage. automatically succeeding on a double-six
Wing Pony high roll, but also automatically failing
Whenever you assist a friend with a on a double-one low roll. From now on,
Skill Check, you grant them an addition- add the following to the Critical Doubles
al +1 bonus. The limit of 5 maximum as- rule for your character:
sistants still applies (though this way the On a Double 6s result: Your character
total bonuses may exceed +5). automatically critically succeeds at the
task they are attempting.
Luck On a Double 1s result: Your character
automatically critically fails at the task
Edges they are attempting.
Daring Doings Stacked Deck

Once per Episode, before rolling a You are able to make the most of your
Skill Check, you may force it to be treated good luck, by saving it for a more op-
as a Critical result regardless of the sub- portune time. Whenever you achieve a
sequent dice roll. This may turn the result Critical success at a Skill Check, you may
into a Critical success or a Critical failure choose to bank the Critical part of the
depending on what the outcome of the success, saving it for later. This converts
Skill Check is as normal. your Critical success into a normal suc-
cess instead, but allows you to spend
Last Chance the saved Critical in one of two ways at
When things are at their absolute any point during the rest of the Episode.
worst, sometimes you may get one last You may spend the saved Critical to ei-
chance to save the day. Once per Epi- ther improve a normal success (yours or
sode, when everyone in your group has someone elses) to a Critical success, or to
been Sidelined, you may choose to take change a Critical failure (yours or some-
a last chance and make a 1d6 roll. If this one elses) into a normal failure instead.
roll is a 1, nothing happens. Otherwise, You may choose to make this change af-
on a roll of 2 through 6, you immediately ter the GM has determined the outcome
recover from being Sidelined and are re- of the Skill Check. You may only have
stored to full Fortitude and Willpower. In one Critical saved like this at any time,
either case, the last chance is used up, and at the end of the Episode, you lose
and you may not use this effect again for the saved Critical; it does not carry over
the rest of the Episode. into the next Episode.
75
Skill Racial
Edges Edges
General Training Alchemical Genius
Choose one Skill category; increase This Edge may only be chosen by Ze-
any Skills below Rank 10 in that category bra characters.
by one Rank. (For instance, if you chose You may make use of Recipes involv-
the Doctor category, the Skills Diagnosis, ing the normally-restricted Magical As-
Surgery, and Treatment would all increase pects of Mass, Unknown, Persistent, and
by one Rank.) Wonder (Recipes are still subject to GM
discretion and approval) from this point
Pony Prodigy on (including any Recipes you learn at
Choose either Mind, Body, or Heart. the same time you gain this Edge). When
Any of your Skills based on the chosen you make use of a Recipe involving one
Attribute which are Rank 1 or above or more of these Magical Aspects, that
grant an additional +1 bonus to Skill use counts as one additional Alchemi-
Checks with them. cal Item use for the Episode for each of
these Magical Aspects it involves. (For
Skill Swap: Ballistics Training example, if you used a Recipe which in-
All Skills in the Marksman category volved the Mass and Unknown Magical
use the base attribute Mind instead of Aspects, you would expend three Alchemi-
Body. cal Item uses instead of the normal one.)
Blaster Caster
Skill Swap: Method Actor This Edge may only be chosen by Uni-
All Skills in the Actor category use corn characters.
the base attribute Mind instead of Heart. At the beginning of an Episode, you
gain a unique pool of Energy points
equal to your Fortitude or Willpower
Skill Swap: Natural Equilibrium score, whichever is higher. These Energy
All Skills in the Ascetic category use points may be spent in place of Fortitude
the base attribute Body instead of Mind. and / or Willpower points for the purpos-
es of paying the cost of casting spells only.
They are not used for any other
Skill Swap: Need For Speed purpose. Energy points are
All Skills in the Pilot category use only refilled at the begin-
the base attribute Heart instead of Body. ning of an Episode or at
the GMs discretion.
Skill Swap: Stage Presence
All Skills in the Performer category
use the base attribute Body instead of
Heart.
Skill Swap: Wild Talent

All Skills in the Magician category
use the base attribute Heart instead of
Mind.
76
Pride Of The Skies
This Edge may only be chosen by Grif-
Special
fon characters.
When you activate the Lionheart
Edges
Special Ability, you now also gain a re- Code Of Honor
duction to any Fortitude and Willpower
Work with your GM to come up with
damage amounts you take while it is ac-
a few behavioral rules your character
tive, equal to twice the Skill bonus the Li-
follows as a Code Of Honor. If they are
onheart Special Ability grants you. (For
put into a situation where upholding
example, if the Special Ability grants you
this Code Of Honor would make things
a +3 Skill bonus, you gain damage reduc-
significantly and meaningfully more dif-
tion of -6 as well.) This damage reduction
ficult for them (at the GMs discretion),
cannot reduce the damage you take to 0,
if they choose to uphold their Code Of
only to a minimum of 1 point per hit.
Honor and take on the consequences,
Quick Learner they may earn a point of Virtue.
This Edge may only be chosen by
Earth Pony characters.
Fatal Flaw
You gain half-again the number of Develop a flaw or fault with your
Skill Points you would normally gain GM that your character struggles with.
from Advancements you choose. For ex- Whenever your character meaningfully
ample, if you chose Training, you would overcomes their flaw (at the GMs discre-
gain 6 Skill Points instead of the normal tion), they may earn a point of Virtue.
4. Likewise, if you chose Balance, you
would gain 3 Skill Points instead of the Magic Trick
normal 2. This effect does not apply to Create a single spell, with a Spell Level
Skill Points gained in any other way be- no higher than (Mind + Heart + 4). You
sides Advancements, and is not retroac- know and may cast this spell at will, pay-
tive. ing its cost and making the appropriate
Spellcasting Skill Check as normal, even
Total Recall if you cannot normally cast spells. This
This Edge may only be chosen by magic trick must be approved by the
Crystal Pony characters. GM.
The Recovering Memory Natural
Ability now also allows you to save one
Edge at a time, in the same way that you
may save an Advancement. In addition,
you may now save up to two Advance-
ments at a time.
Weather Witch
This Edge may only be chosen by Peg-
asus characters.
Instead of spending 1d6 points of For-
titude or Willpower per weather effect
to utilize the Weather Patrol Special
Ability, you instead only pay 1 point per
weather effect.
77
Magic & Spellcasting
Magic is as magic does; its just funny that way.
~ Granny Smith
Casting paid in order to even make the attempt in
the first place. If paying the cost of a Spell
Spells would reduce a character to exactly zero

Fortitude or Willpower (or both), they
are Sidelined as normal immediately fol-
lowing their attempt to cast it; however,
if paying the cost of a Spell would reduce
them to less than zero Fortitude and/or
Willpower, they are unable to cast the
Spell in the first place, lacking the inner
stamina and focus to try harnessing the
To cast a Spell, first pay its cost as an
magical energies at all.
amount of Fortitude and/or Will-
power (in whatever combination you Spellcasting Check
choose) equal to its Spell Level. Then Once the cost of the Spell has been
make a Spellcasting Skill Check to see paid, a character must make a Skill
if you can make the Spell accomplish Check with the Spellcasting Skill to de-
the purpose you intend it to carry out. termine if the spell succeeded in the pur-
pose the character intended it to accom-
Magic in Equestria is a powerful and
plish. Spells are always cast for a specific
personal force; those who can wield it are
purpose; for example, it is not enough to
a breed apart from others, and a charac-
say that a character casts a wall of fire--
ter who truly understands the intrica-
you should instead say that they cast the
cies of magic and spellcasting is a rare
wall of fire attempting to frighten away a
individual indeed. Mechanically, cast-
pack of Timber Wolves. The purpose of
ing a Spell is a simple process, though it
the Spell is a necessary part of casting it,
draws upon a characters inner strength
as it lets the GM determine what the dif-
and stamina and can drain them of their
ficulty target is for the Spellcasting Skill
precious Fortitude and Willpower. This
Check to succeed, as well as what effects
section will cover how to cast a Spell for
an unsuccessful Skill Check may have.
those characters with the ability to do so.
Cost Of A Spell
To cast a Spell, you must first be able Why have both a cost to attempt cast-
to pay its cost, split however you choose ing and a Skill Check to see if casting
between Fortitude and Willpower. The succeeds? Any
cost of a Spell is determined by its Spell Spell creation
Level. Later in this chapter it will be ex- system is, by
plained how to determine the Spell Level definition, flex-
of a Spell when you are creating one, but ible, and so, to
for the purposes of casting a Spell, what keep this high
is important to know is that the cost of a degree of
Spell is equal to its Spell Level and that a versatility
character must be able to pay the Spells in check,
cost with any combination of their Forti- S3E Spells
tude and Willpower points in order to try both have
casting it. Whether or not the character a cost and
succeeds in casting the Spell is irrelevant require a Skill Check
to paying its cost; the Spells cost must be to keep the system from being abused.
79
Creating Magical Aspects
Every Spell requires a few components
Spells to be created; the first of these is the list
of the Magical Aspects which are involved
in the Spell. There are six Magical Aspects
every Spell needs: Target, Range, Dura-
tion, Function, Effect(s), and Subject(s).
Each Magical Aspect is chosen from a list,
as follows.
To create a Spell, it needs six Magi- Target

cal Aspects: Target, Range, Duration, Target determines what the Spell is try-
Function, Effect(s), and Subject(s). ing to affect. A Spells Target may be any
Each of these contributes to the Spell one of the following:
Level, and thus, the cost to cast the Spell. Individual means a single target; one
person, one boulder, one sheet of paper,
The ability to create Spells is what etc.
makes magic such a versatile asset; char- Group means more than a single in-
acters who can harness magic are often dividual target; a group of people, all the
able to do so not just by learning Spells, apples on an apple tree, etc.
but by creating their own and thus tailor- Area means everything in an area, not
ing their use of magic to their personal necessarily specifically targeted; everyone
strengths, preferences, and the situation who is in a house, or enters it, etc.
at hand. Creating Spells, however, can be Mass means everything reasonably
a complex process for players who are able to be visualized; all Pegasi, every
new to it; for this reason, there is an ar- adult, the entire sky, etc.
chive of pre-created, ready-to-use Spells
from the original cartoon included at the
end of this chapter. For players who want Range
to dig right into Spell creation, read on. Range determines the connection be-
tween the caster and the most inaccessible
target. A Spells Range may be any one of
the following:
Contact means that the target is the
caster themselves or is in direct physical
contact with the caster.
Seen means that the target can be easily
seen by the caster at the time the Spell is
cast (line of sight).
Creating a Spell should be done with Known means that the target is known
your GM; they can help you to create it well by the caster; it may be a friend, a fa-
efficiently and effectively, and you can miliar object, etc.
help them understand what the Spell Unknown means that the target isnt
is supposed to do at the same time. necessarily Familiar to the caster but still
may be targeted by the Spell.
80
Duration Effect(s)
Duration determines how long the Effect(s) determine the basic effect of
Spells effects are meant to last. A Spells the Spell. A Spells Effect(s) may be any
Duration may be any one of the following: one or more of the following:
Immediate means that the Spell is in- Animate governs physical manipula-
stantly resolved and completed, such as a tion of something, whether through con-
flash of light or teleportation. centration or by self-manipulation.
Sustained means that the Spell lasts as Combine allows for the merging, or
long as the caster focuses on it, such as a fusion, of multiple elements into a whole,
shield bubble or an illusion. or a functional hybrid.
Temporary means that the Spell lasts Deceive obscures or hides things from
for a short time without needing to be fo- detection, or gives things false character-
cused on, such as temporary wings. istics.
Persistent means that the Spell lasts Diminish makes something a less
for a long time without needing to be fo- perfect version of itself, damages it, or
cused on, such as sealing a chest. even eliminates it entirely.
Forge creates something from nothing,
Function or improves something, making it a more
perfect version of itself.
Function determines the scope and im-
plications of the Spell. A Spells Function Modify gives something a property or
may be any one of the following: ability it does not normally have accord-
ing to its function or normal capabilities.
Standard is where most Spells fall; as
long as a Spell is not meant to be especially Reveal reveals hidden things and im-
powerful or unique, it is Standard. parts knowledge about things.
Chain means that the Spell represents Separate splits things into their com-
a succession of Spells being cast, such as ponent parts to various degrees of speci-
using multiple spells to build a mansion. ficity.
Genesis means that the Spell is at-
tempting to imbue something with self- Subject(s)
direction, such as making a chair come Subject(s) determine the basic area of
to life. composition the Spell is affecting. A Spells
Wonder means that the Spell is do- Subject(s) may be any one or more of the
ing something incredible, such as lifting a following:
castle or turning Discord to stone. Spells Air encompasses atmosphere, gases,
with the Wonder Function may require smoke, and other gaseous materials.
some extra component, impose some spe- Animal encompasses lower animals
cial effect or cost, or have some additional such as cats, dogs, and birds--animals
condition to fill in order to be successfully which cannot speak.
cast, at the GMs discretion.
Body encompasses the physical bod-
ies (but not the minds) of higher creatures
with the ability to speak.
Construct encompasses manufac-
tured objects, some with multiple inter-
acting component parts.
Earth encompasses stone, dirt, sand,
metal, gemstones, and other non-living
81
solid material found underground.
Energy encompasses pure non-magi- Target
cal energy and energy-like effects, such as Individual (Spell Level +1)
electricity, magnetism, and radiation. Group (Spell Level +2)
Area (Spell Level +4)
Force encompasses solid barriers of
Mass (Spell Level +4, Total x2)
magical energy, like impassable shields
and force fields. Range
Heat encompasses thermal matters Contact (Spell Level +1)
such as warmth and coldness, as well as Seen (Spell Level +2)
fire, melting, and freezing. Known (Spell Level +4)
Unknown (Spell Level +4, Total x2)
Light encompasses pure light, but not
elements which naturally give off light, Duration
such as fire. Immediate (Spell Level +1)
Magic encompasses pure magical Sustained (Spell Level +2)
power and the mystical energies which Temporary (Spell Level +4)
make up spell effects. Persistent (Spell Level +4, Total x2)
Mind encompasses the minds of high- Function
er creatures with the ability to speak. Standard (Spell Level +1)
Plant encompasses natural plants and Chain (Spell Level +2)
flora, as well as plant creatures. Genesis (Spell Level +4)
Wonder (Spell Level +4, Total x2)
Shadow encompasses tangible shad-
ow-stuff, physical darkness, and gloom Effect(s)
made manifest. Animate (Spell Level +1)
Sound encompasses noise and per- Combine (Spell Level +1)
ceived sound, including music, voices, Deceive (Spell Level +1)
and other tones. Diminish (Spell Level +1)
Forge (Spell Level +1)
Space encompasses vectors and spatial
Modify (Spell Level +1)
dimensions; it deals with areas of material Reveal (Spell Level +1)
reality such as gravity. Separate (Spell Level +1)
Time encompasses the temporal di-
Subject(s)
mension of reality and the persistence or
passage of time. Air (Spell Level +1)
Animal (Spell Level +1)
Water encompasses all fluids and Body (Spell Level +1)
physical liquids, not only water itself. Construct (Spell Level +1)
Weather encompasses natural weather Earth (Spell Level +1)
effects, including clouds, lightning, wind, Energy (Spell Level +1)
rain, snow, thunder, and hail. Force (Spell Level +1)
Heat (Spell Level +1)
Light (Spell Level +1)
Spell Level Magic (Spell Level +1)
Next, calculate the Spell Level of the Mind (Spell Level +1)
Spell you are creating. The Spell Level is Plant (Spell Level +1)
determined from the Magical Aspects you Shadow (Spell Level +1)
selected to construct the Spell, according Sound (Spell Level +1)
to the following table. Space (Spell Level +1)
Time (Spell Level +1)
Water (Spell Level +1)
Weather (Spell Level +1)
82
Spell Description
Finally, the Spell needs a description of Because the Spells in this section were
what it does, any limitations it has, details created using the
on how it carries out its effects, and/or any same Spell cre-
other information which is important to ation system
the Spell for the purposes of gameplay. which play-
The Canterlot
ers have access
to, they can be
Archives
easily modi-
fied and
altered to
The rest of this chapter con- suit an
tains 98 pre-created Spells individ -
based on the Spells seen in ual char-
the original cartoon. These acters needs.
Spells are ready to use for any
spellcasting charac-
ter, as if they
had created
them them-
selves.
83
Season One Spells Bad Hair Day
Target: Individual
The following 33 Spells are from the Range: Seen
first season of the original Friendship is Duration: Temporary
Magic cartoon. Function: Standard
Effect: Deceive
Spell Name Spell Level Subject: Body, Plant
Bad Hair Day 11 Spell Level: 11
Description: A mean Spell used to
Cloudwalker 13
humiliate others, especially those who
Dress-Up 7 care for fashion. When cast, it turns the
Emergency Teleport 10 targets mane or tail into what looks like
Fireworks Picture Show 12 strands of dark, greenish, wet seaweed. It
Flashy Teleport 13 is only an illusion, however, and does not
truly damage the hair in a physical way.
Gem Seeker 11
Improvised Dress-Up 11
Cloudwalker
Instant Manliness 10
Target: Individual
Light 7 Range: Seen
Light Form 11 Duration: Temporary
Lip Zip 10 Function: Standard
Magic Surge 7 Effect: Change, Forge
Subject: Body, Magic, Weather
Magical Holding 10
Spell Level: 13
Magical Melody 12 Description: The Spell allows char-
Mend Hair 6 acters who cant walk on clouds to gain
Mend Wood 7 the ability to do so. This Spell only works
Mouse Mount 12
for 3 days and--while it doesnt allow for
flight up into the clouds--can come in
Mist Form 11
handy when visiting a city like Clouds-
No Food For You 28 dale.
Rope Charmer 11
Small Area Teleport 9
Dress-Up
Target: Individual
Spread Your Wings 26
Range: Seen
Summon Door 8 Duration: Immediate
Summon Storm Cloud 9 Function: Standard
Throwback 10 Effect: Diminish
Thunderbolt 8 Subject: Space
Spell Level: 7
Topiary 11
Description: This Spell allows anypony
Transmute Suit 12 to don clothing and/or armor instantly.
Up The Sleeve 9 When cast on a piece of clothing or ar-
Vegetable Carriage 12 mor, it vanishes and reappears on the
casters, or somepony elses, body.
Warp Flame, Lesser 12
You, Robot 13
84
Emergency Teleport Gem Seeker
Target: Individual Target: Area
Range: Known Range: Seen
Duration: Immediate Duration: Sustained
Function: Standard Function: Standard
Effect: Modify Effect: Reveal
Subject: Body, Space Subject: Earth
Spell Level: 10 Spell Level: 11
Description: This Spell can be cast Description: This simple Spell is used
even when under extreme stress and to reveal the locations of gemstones that
needs almost no concentration. It tele- are near the surface of the ground. The
ports the caster immediately to a place effects of this Spell are not noticeable to
he considers safe, as long as its within a bystanders.
reasonable distance.
Fireworks Picture Show Improvised Dress-Up

Target: Area Target: Individual
Range: Seen Range: Seen
Duration: Sustained Duration: Temporary
Effect: Forge, Animate Effect: Modify, Combine
Subject: Light Subject: Construct
Description: This Spell creates a color- Description: The caster uses what-
ful animated light show in the sky. The ever fabrics are nearby (curtains, rugs,
illusion looks like a stop motion anima- bed sheets) to create a decent dress. The
tion made from neon lights and is a great materials will be cut, sewed, glued, and
way to tell a message to an entire group pressed together by magic to make a
of ponies. sturdy, but temporary, piece of clothing.
Flashy Teleport Instant Manliness

Target: Individual Target: Individual
Range: Known Range: Seen
Duration: Immediate Duration: Temporary
Effect: Modify, Forge, Animate Effect: Forge
Subject: Space, Light, Sound Subject: Body
Description: A modified version of Description: A simple Spell for grow-
a standard teleportation. The caster ap- ing a moustache, beard, and any other
pears at his destination accompanied by type of facial hair. It can be used as a joke
a victorious tune played on trumpets, or to disguise oneself. The effect is only
and a colorful fireworks show. temporary and any hair grown will van-
ish into nothingness after a day or some
time with a razor.
85
Light Magic Surge
Range: Contact Range: Seen
Duration: Sustained Duration: Immediate
Effect: Forge Effect: Forge
Subject: Light Subject: Magic
Description: The casters horn lights Description: More of a tool, this Spell
up with a small, but bright, light to illu- is the spark that is needed to power any-
minate his path. thing that needs magical Energy.
Light Form Magical Holding

Range: Contact Range: Contact
Duration: Temporary Duration: Temporary
Effect: Modify Effect: Forge, Modify
Subject: Body, Light, Space Subject: Space
Description: The caster bursts into an Description: This Spell sends one ob-
orb of bright light. While in this form, he ject to magical storage, which can be re-
can travel almost instantly to any single trieved later by simply casting the Spell
location the light shines upon. again. This Spell cant magically store an
object larger than the caster themselves.
Lip Zip Magical Melody

Duration: Temporary Duration: Sustained
Effect: Modify Effect: Forge
Subject: Body Subject: Weather, Sound
Description: When cast on somepony, Description: The wind blows gently
their mouth will instantly be closed by a across the area, accompanied by a sweet
metal zipper. The Spell can be easily bro- calming tune. The melody comes out of
ken by zipping the mouth open again and seemingly nowhere, and is seemingly
therefore is best used simply to make a played on wind chimes and string instru-
point in conversations. ments. It could even make a raging mon-
ster sleepy...
86
Mend Hair Mist Form
Range: Contact Range: Contact
Effect: Combine Effect: Modify
Subject: Body Subject: Body, Magic, Air
Description: A Spell to repair and Description: The caster bursts into a
sometimes lengthen the mane, tail or small cloud of colorful mist. While in
even moustache. It molds hair together this form, he can travel at great speeds
even if the hair strands are from different and is able to pass through even the tini-
origin or color, the hair flowing smoothly est holes and slits.
together.
Mend Wood No Food For You

Target: Individual Target: Mass
Range: Seen Range: Known
Duration: Immediate Duration: Immediate
Effect: Forge Effect: Modify, Deceive
Subject: Plant Subject: Animal, Mind
Description: This Spell repairs bro- Description: The Spell affects a group-
ken wood. Cracks in planks heal like -or even an entire swarm--of creatures,
wounds in a matter of seconds, and bro- changing their anatomy so that they can
ken branches can be reattached to trees digest otherwise inedible things, like
to bloom once again. wood or stone. It also changes the crea-
tures way of thinking, tricking them into
believing that they dislike normal food,
and prefer materials which would nor-
mally be inedible to them.
Mouse Mount Ropecharmer

Target: Group Target: Individual
Function: Standard Function: Genesis
Effect: Modify, Forge Effect: Animate
Subject: Animal Subject: Construct
Description: This Spell changes a Description: The caster brings a piece
group of normal mice into beautiful of rope to life, making it move and dance
horses. These horses retain some of their at their command. The rope moves with
original features, such as long teeth and the grace of a snake, and is able to grab
whiskers. The Spell lasts until midnight, and tangle anything the caster wants it to,
after which everything returns to normal if its long enough.
again.
87
Small Area Teleport Summon Storm Cloud
Subject: Space, Light (or Weather) Subject: Weather, Energy
Description: The caster vanishes in a Description: This Spell summons a
flash of light (or mist) and reappears in a small storm cloud which the caster can
chosen location within reasonable range, move around and use to zap things with
taking all small objects that surround its lightning. The electrical charge is a
him with him. very weak one, but it works as a great
prank or distraction.
Spread Your Wings
Target: Individual
Range: Seen Throwback
Duration: Persistent
Target: Group
Function: Standard
Range: Seen
Effect: Forge, Modify
Duration: Sustained
Subject: Body, Magic, Animal
Function: Standard
Spell Level: 26
Effect: Animate
Description: This Spell allows non-fly-
Subject: Magic, Force
ing characters to fly in the sky like their
Spell Level: 10
winged counterparts by creating a pair of
Description: As long the caster con-
wings similar to a butterflys. These wings
centrates, all projectiles hurled at him
are very fragile, and will break or burn if
slow down before reaching him and are
flying too fast or too close to the sun.
aligned next to him. The caster can then
either end the Spell, letting the objects
Summon Door fall to the ground, or he can concentrate
Target: Individual on a target and throw the projectiles
Range: Seen back, which ends the Spell as well.
Duration: Sustained
Function: Standard
Effect: Forge
Subject: Construct
Spell Level: 8 Thunderbolt
Description: This Spell summons a Target: Group
free-standing door nearby, often right in Range: Seen
front of someone they are talking to. Be- Duration: Immediate
cause the door is created only for a mat- Function: Standard
ter of moments, it not suited for use in Effect: Forge
construction, but is rather used as a visu- Subject: Energy
al effect in conversations for making your Spell Level: 8
point clear. The door may be spawned Description: Lightning strikes from
locked, unlocked, or even open (for the seemingly out of nowhere, hitting a
purpose of slamming it someponys face, whole group of creatures and harming or
naturally). stunning them at the casters choice.
88
Topiary Vegetable Carriage
Target: Area Target: Individual
Effect: Forge, Modify Effect: Modify. Forge
Subject: Plant Subject: Plant, Construct
Description: This Spell changes simple Description: This Spell changes a
bushes and trees into beautiful topiaries. mundane vegetable into a beautiful car-
riage. The shape and design of the car-
riage depends on what vegetable it was
created from, and it will loosely match
the shape of the original produce. This
Spell lasts until midnight, after which ev-
Transmute Suit erything returns to normal again.
Target: Group
Range: Seen
Duration: Sustained Warp Flame, Lesser
Function: Standard Target: Group
Effect: Modify, Forge Range: Known
Subject: Plant, Earth, Construct Duration: Immediate
Spell Level: 12 Function: Chain
Description: This Spell creates clothes Effect: Modify
and accessories from junk, like sticks and Subject: Space, Magic
stones. The objects only have to match in Spell Level: 12
shape loosely--like a stick for a cane, and Description: First, the caster chooses
a stone for a hat. The biggest drawback is someone they know to be the receiving
that one has to concentrate on the Spell target. This Spell burns a chosen object
to sustain it, or the objects revert to their or objects in a magical green fire, and the
original form. smoke vanishes with the wind, flying in
a matter of seconds to its target, and the
burned object appears before them.
You, Robot
Up The Sleeve Target: Individual
Target: Individual Range: Seen
Range: Known Duration: Temporary
Duration: Immediate Function: Genesis
Function: Standard Effect: Animate
Effect: Modify Subject: Construct
Subject: Space Spell Level: 13
Spell Level: 9 Description: A Spell that is simple to
Description: This Spell allows to to cast, but hard to control, bringing any
instantly bring up any object the caster machine to life--which will then proceed
had hidden somewhere on their person. to do whatever the caster orders it to do,
The object couldve been hidden under a but from then on wont take any new or-
cape, in a saddlebag, or the like. ders (including the order to stop!).
89
Season Two Spells Animate Toy
Target: Group
second season of the original Friendship Duration: Immediate
is Magic cartoon. Function: Genesis
Effect: Animate, Forge
Spell Name Spell Level Subject: Construct, Mind, Body or
Animate Toy 14 Animal
Spell Level: 14
Arrest Movement 8
Description: By casting this Spell on a
Break Chains 7 toy, doll, or other object that is similar in
Cloak Of Bats 13 shape to a living creature, the caster im-
Create Darkness 10 bues that object, or group of objects, with
Enthrall 10 life. After casting, however, the caster has
no direct control over what their new
Failsafe Spell 28
creations do.
Fire Of Friendship 64
Force Bolt 8
Force Shield, Greater 60
Force Shield, Lesser 10
Group Teleport 13 Arrest Movement
Kindle Love 28 Target: Individual
Range: Seen
Levitation 8
Duration: Sustained
Lockdown 18 Function: Standard
Magic Beam 10 Effect: Animate
Mass Repair 13 Subject: Body
Spell Level: 8
Mind Restoration 8
Description: By concentrating on an-
Moonwalker 20 other being, the caster can hold that be-
Move The Heavens 84 ing in place with this Spell.
Mystic Image 9
Mystic Mist 7
Rejuvenation 6
Scry Speak 11
Scrying 26
Break Chains
Target: Individual
Speed Read 8
Range: Seen
Summon Couch 10 Duration: Immediate
Sunbeam 13 Function: Standard
Telekinetic Throw 9 Effect: Diminish
Teleport Other 9 Subject: Construct
Spell Level: 7
Turn Back The Clock 26
Description: By applying a burst of
Want It, Need It 28 energy to a mundane chain or lock, the
Warp Flame, Greater 28 caster can break the device, releasing
whatever was held or locked inside.
90
Cloak Of Bats Failsafe Spell
Range: Touch Range: Mass
Duration: Temporary Duration: Immediate
Function: Chain Function: Standard
Effect: Animate, Combine, Separate Effect: Diminish, Modify, Reveal
Subject: Animal, Construct Subject: Magic
Description: When cast, the users out- Description: This Spell negates all un-
most layer of clothing, typically a cloak natural magical effects in the surround-
or cape, dissolves into a swarm of flutter- ings that shouldnt be there. It interrupts
ing bats around them. While such a dis- any working Spells, reverses any unwant-
play can be intimidating, the bats will try ed changes and reveals what should not
not to interact with any being other than be hidden or obscured by an illusion.
the caster, preferring to simply fly away This Spell may prove useless against es-
into the night. pecially powerful effects.
Create Darkness Fire Of Friendship

Duration: Temporary Duration: Persistent
Function: Standard Function: Wonder
Effect: Diminish Effect: Forge
Subject: Light Subject: Magic
Description: For the scene, the light in Description: The legendary Spell craft-
an area is extinguished, leaving the area ed by the founders of Equestria to warm
in total darkness. While the source of the the winter chill and their own hardened
darkness is magical, the darkness itself is hearts, the Fire Of Friendship Spell is
not, and any creature naturally capable of often cast as a ritual at the end of each
seeing in the dark can still see as normal. year, an affirmation of friendship and
unity which drives away ill will and the
Enthrall negativity that some creatures feed upon.
Target: Individual Because of its unique nature, this Spell
Range: Seen cannot be cast unless at least two other
Duration: Temporary friends are assisting the caster.
Function: Chain
Effect: Modify Force Bolt
Subject: Mind Target: Individual
Spell Level: 10 Range: Seen
Description: The caster takes tempo- Duration: Immediate
rary control of the mind of another be- Function: Standard
ing and bends it to their will. The target Effect: Forge
remains under the control of the caster Subject: Force, Magic
for the remainder of the scene or until Spell Level: 8
released, dispelled, or reminded of their Description: The caster fires a bolt of
true nature, similar to a dragon resisting concentrated magical energy, damaging
becoming a monster. whatever it strikes.
91
Force Shield, Greater Kindle Love
Target: Mass Target: Group
Range: Contact Range: Seen
Function: Wonder Function: Genesis
Subject: Force Subject: Mind
Description: The caster creates a mas- Description: Like a shot from Cupids
sive force field, large enough to protect an golden arrow, a pair struck by this Spell
entire city from invaders. So long as the will experience an amplification of posi-
caster regularly re-casts this Spell, only tive regard for each other. Unlike Love
those who the caster deems appropriate Poison, which creates unhealthy obses-
can pass through the barrier. All others sion, this Spell creates genuine emotion
are shoved to the edge of the barrier, or without negative side effects. The pair
further at the GMs discretion. this Spell is cast on must have some basis
for the emotions being amplified for this
Spell to work; complete strangers must at
Force Shield, Lesser least find each other attractive.
Target: Area
Range: Touch
Levitation
Duration: Sustained Target: Individual
Function: Standard Range: Seen
Effect: Forge Duration: Sustained
Subject: Force Function: Standard
Spell Level: 10 Effect: Animate
Description: By concentrating, the Subject: Body
caster can form a small bubble of force Spell Level: 8
around themselves, blocking entry by Description: A specific and powerful
anypony the caster does not want ap- version of the unicorns standard power
proaching. Any opponents caught in the of telekinesis, Levitation allows a unicorn
path of the expanding shield are pushed to lift themselves or another through
to the edge of it immediately. magic. The subject moves at a normal
walking speed through the air, and their
flight is under the control of the caster.
Group Teleport Lockdown
Range: Known Range: Touch
Duration: Immediate Duration: Persistent
Subject: Body, Magic, Space Subject: Construct
Description: The caster is able to tele- Description: Upon casting this Spell, a
port an entire group of characters, them- door, lock, chest, or other item is magi-
selves included, to somewhere any char- cally locked, and will only respond to the
acter in the group is familiar with. magical energy of the caster.
92
Magic Beam Moonwalker
Range: Seen Range: Touch
Function: Standard Function: Wonder
Effect: Forge Effect: Modify
Subject: Force, Magic Subject: Space, Weather
Description: A concentrated beam of Description: This Spell allows the
magical energy capable of striking multi- caster to use the moon as an aid in tele-
ple enemies, or holding back other beam portation. By flying toward the moon,
Spells. the caster can travel through the image
of it to anywhere its light touches on the
world below.
Mass Repair Move The Heavens

Target: Area Target: Mass
Range: Seen Range: Known
Function: Chain Function: Wonder
Effect: Combine, Forge, Separate Effect: Animate
Subject: Construct Subject: Air, Space, Time, Weather
Description: This Spell allows the cast- Description: When cast, the caster
er to multitask when building or repair- gains control of either the sun or the
ing objects, or to repair massive objects, moon for a short time, allowing them to
such as a collapsed dam. cause it to rise or set.
Mystic Image
Target: Individual
Range: Seen
Mind Restoration Duration: Sustained
Target: Individual Function: Chain
Range: Touch Effect: Deceive
Duration: Immediate Subject: Air
Function: Standard Spell Level: 9
Effect: Diminish, Reveal, Separate Description: By manipulating smoke
Subject: Mind or vapor in the air, the caster can create
Spell Level: 8 an image in any shape they can imagine.
Description: By touching a creature The illusionary figure moves as the caster
under the effects of a mind-affecting commands, but dissolves upon physical
power, the caster can undo the effects of contact with any living being. Most com-
that power with this Spell. monly, this Spell is used in conjunction
with the Mystic Mist Spell, which creates
plenty of smoke and mist to shape into
illusions.
93
Mystic Mist Scrying
Range: Seen Range: Unknown
Effect: Forge Effect: Reveal
Subject: Air Subject: Space
Description: By blowing a small Description: By looking into a mir-
amount of powder into the air, the caster ror, crystal ball, or other reflective sur-
can create a large amount of billowing face, the caster may view another place,
green smoke which obscures the area. whether they have seen it before or not.
This mist is frequently used to create il- Their sight of the area is maintained only
lusions with the Mystic Image Spell, but as long as their concentration holds and
can also be useful any time a smoke- the reflective surface being used to scry
screen is needed. remains intact.
Rejuvenation Speed Read

Range: Touch Range: Seen
Duration: Instantaneous Duration: Instantaneous
Effect: Forge Effect: Reveal
Subject: Body Subject: Mind, Construct
Description: A simple healing Spell Description: By casting this Spell, the
which allows a character to recover from caster can quickly move through the pag-
being Sidelined and restores them to at es of a book, finding any passages which
least one point of Fortitude and Will- contain information on the topic they are
power. searching for.
Scry Speak Summon Couch

Range: Known Range: Known
Effect: Reveal Effect: Animate
Subject: Space Subject: Construct, Space
Description: This Spell allows the Description: This Spell pulls a couch,
caster to may speak to others in an area seat, or other sitting surface over to the
they are scrying on, as if the caster were caster, regardless of range. The Spell has
in that area as well. little use outside of dramatic flair, but can
still be used to catch the caster as he or
she falls.
94
Sunbeam Turn Back The Clock
Function: Genesis Function: Wonder
Subject: Energy, Heat, Light Subject: Space, Time
Description: This Spell creates a beam Description: For a very brief period of
of pure sunlight, encompassing all of the time, the caster can travel back through
majesty and wrath of the noonday sun. time to any specific moment they choose.
Anypony casting this Spell should be
careful not to meddle in the affairs of the
past, as the effects of time travel are un-
known. Curiously, a caster may only cast
Telekinetic Throw this Spell once; once it is used, it cannot
Target: Individual be cast by the same character again.
Range: Seen
Duration: Immediate Want It, Need It
Function: Standard Target: Individual
Effect: Animate, Forge Range: Seen
Subject: Construct or Body, Energy Duration: Persistent
Spell Level: 9 Function: Chain
Description: By supercharging their Effect: Forge, Deceive
telekinetic abilities, the caster can hurl Subject: Construct, Mind
a character or object with far more force Spell Level: 28
than normal. This Spell is normally used Description: When cast on a specific
for offense, but can be used for more item, that thing becomes an object of in-
practical purposes as well, such as sling- tense affection and desire to everypony
ing ropes over large obstacles. who sees it.
Warp Flame, Greater
Target: Individual
Range: Known
Teleport Other Duration: Immediate
Target: Individual Function: Wonder
Range: Seen Effect: Modify
Duration: Immediate Subject: Magic, Space, Construct or
Function: Standard Body
Effect: Modify Spell Level: 28
Subject: Body, Magic, Space Description: More powerful than its
Spell Level: 9 lesser cousin, this Spell allows the caster
Description: By concentrating, the to send objects, or even living beings,
caster can teleport another being from through flames more efficiently. Upon
one location within sight to another. This casting, the target of this Spell is sur-
Spell, however, is prone to misfiring and rounded, then engulfed, by crackling,
teleporting unintended individuals as green flames before being sent to a loca-
well. tion of the casters choosing.
95
Season Three Spells Age Spell
Target: Group
third season of the original Friendship is Duration: Persistent
Magic cartoon. Function: Wonder
Effect: Modify
Spell Name Spell Level Subject: Body, Mind
Age Spell 60 Spell Level: 60
Description: All chosen targets are
Agony 11
modified in age to any point in natural
Alarm Barrier 38 life, from foal to old grey mare. This Spell
Apples To Oranges 8 is notoriously difficult, and only the most
Arcane Cartography 10 accomplished and powerful magicians
Arcane Trap 20 can perform it.
Banishment 10
Creeping Shadow 8
Crystal Heart 76
Agony
Crystal Prison 13 Target: Individual
Dance, Puppet, Dance 10 Range: Seen
Dancing Door 18 Duration: Sustained
Dark Crystal 13 Function: Genesis
Effect: Diminish
Dark Infection 12
Subject: Body
Darkest Despair 30 Spell Level: 11
Dreamwalk 68 Description: A fierce lightning bolt
Gravity Shift 22 is fired by the caster, causing the struck
Horn Fuse 12 target unbearable agony each round it is
maintained.
Levitation Carnival 9
Lingering Despair 84
Mute Button 20
Alarm Barrier
Pimp My Ride 9 Target: Area
Refill 6 Range: Known
Releasing Spell 24 Duration: Persistent
Smokescreen 8 Function: Genesis
Effect: Forge, Reveal
Snowfall 12
Subject: Force
Summon Instruments 10 Spell Level: 38
Summon Parasprite 7 Description: This Spell creates a pow-
Tickle Torture 8 erful, nearly-unbreakable force field
Water Walking 8 around an area the size of a small town.
In addition, any attempt to touch or
Weather Control 24
break the barrier sends an alert message
Wild Growth 10 to the caster, who knows exactly where in
the barrier the attempted breach is com-
ing from.
96
Apples To Oranges Banishment
Effect: Modify Effect: Diminish, Modify
Subject: Animal, Plant Subject: Body, Mind, Space
Description: This Spell transfigures Description: This Spell, when cast on
an object (or small animal of similar any sort of summoned object or creature,
size) into an orange (or, in the case of an returns it from whence it came.
animal, a functioning animal/orange hy-
brid).
Arcane Cartography Creeping Shadow

Effect: Reveal Effect: Forge
Subject: Space Subject: Shadow
Description: By casting this Spell on Description: A shadow sweeps over
an object, the caster creates a temporary the target, creating a darker (and possibly
map of the area the target object was tak- more sinister) version of itself.
en from.
Arcane Trap Crystal Heart

Range: Touch Range: Known
Duration: Persistent Duration: Persistent
Function: Chain Function: Wonder
Effect: Modify Effect: Forge, Diminish
Subject: Magic Subject: Magic
Description: By casting this Spell on Description: Love and hope rejuve-
an object, location, or other (relatively) nate the area, cleansing it of any ill ef-
immobile target, the caster can place a fects. This Spell is extremely powerful,
contingency Spell, often a trap of some and often requires the coordinated effort
kind, on the target which activates when of many characters, as well as a unique
the target is interacted with. magical focus of some kind, in order to
function.
97
Crystal Prison Dark Crystal
Range: Touch Range: Touch
Duration: Temporary Duration: Temporary
Function: Chain Function: Chain
Effect: Forge, Diminish Effect: Forge, Diminish
Subject: Earth, Magic, Shadow Subject: Earth, Shadow, Magic
Description: The target is surrounded Description: Strange black crystals
in a wall made of black crystal, which erupt from the target, weakening Spells
blocks magic and teleportation out of in the area which do not include the
the area of the Spells effect, though it Shadow Subject. If cast on a unicorn,
does not restrict normal physical escape the crystals grow from their horn, pre-
(though it does present the normal chal- venting them from casting any Spells
lenge of being a wall). until the curse can be reversed. Although
this Spell has a range of Touch, it can be
cast through the Creeping Shadow Spell.
Dance, Puppet, Dance Dark Infection

Function: Standard Function: Chain
Effect: Animate Effect: Forge
Subject: Body Subject: Shadow, Mind
Description: The target begins to Description: An area is infected with
dance uncontrollably, which lasts until an aura of dark despair, slowly convert-
the end of the scene, at most. ing it into darkness and shadows.
Dancing Door Darkest Despair

Range: Touch Range: Touch
Duration: Persistent Duration: Persistent
Function: Standard Function: Genesis
Effect: Animate Effect: Deceive, Forge, Modify
Subject: Construct Subject: Mind, Shadow
Description: Whenever the enchant- Description: The target is thrust into
ed door, gate, or other entranceway is an illusionary world in which their worst
opened without the proper key, (be it a fears come to pass, leaving their body in a
physical key, a password, or a specific state of waking nightmare. Unless grant-
Spell) the door will not only refuse to ed outside help, the target may never es-
open, but rapidly move to a new location. cape from the nightmare world except
through extraordinary force of will.
98
Dreamwalk Levitation Carnival
Target: Group Target: Group
Range: Unknown Range: Seen
Function: Wonder Function: Standard
Effect: Modify, Reveal Effect: Animate
Subject: Mind Subject: Animal
Description: Once this Spell is cast, the Description: The caster takes a group
caster (and their friends) are free to wan- of animals into the air in controlled, lev-
der the collective dreamscape, entering itation-based flight. As long as the caster
into the dreams of sleeping characters maintains concentration, the group of
and manipulating those dreams freely. animals can be launched into several
Occasionally, a particularly strong feel- spectacular formations.
ing, such as fear, elation, or despair, may
guide the caster towards a specific dream.
Lingering Despair
Gravity Shift Target: Mass
Target: Individual Range: Known
Range: Seen Duration: Persistent
Duration: Sustained Function: Wonder
Function: Wonder Effect: Modify, Forge
Effect: Modify Subject: Body, Mind, Shadow
Subject: Space Spell Level: 84
Spell Level: 22 Description: A curse is laid upon an
Description: For as long as this Spell is entire nation, sapping the inhabitants of
maintained, the target treats their source their minds and energy. While in this de-
of gravitational pull as somewhere other pressive state, only concentrated effort to
than normal; up is down, left is up, or any fight back against the curse can provide
other combination, so long as the target relief (and even then, potentially only
remains in sight of the caster. temporarily).
Horn Fuse Mute Button

Effect: Modify Effect: Diminish
Subject: Body, Magic Subject: Body
Description: The caster targets two Description: The targets muzzle is
characters with horns, and causes their dragged-and-dropped into a magical re-
horns to fuse together at their tips. While cycling bin, which prevents them from
fused, neither target can use their horn, speaking until the Spell is lifted.
and only one can be in control of move-
ment at any given time. These effects last
until the end of the scene.
99
Pimp My Ride Smokescreen
Target: Individual Target: Group
Duration: Temporary Duration: Immediate
Subject: Construct Subject: Air
Description: By touching a vehicle, the Description: The caster whips up a
caster can upgrade it into a bigger, flash- small magical smokescreen which con-
ier, and all-around nicer vehicle for the ceals a small area from view for a few sec-
scene. The new vehicle must be roughly onds--just long enough to perform quick
the same kind as the original. For exam- switcheroos or make a speedy escape.
ple, a small chariot can be changed into a
royal float, but not an airship.
Refill Snowfall
Effect: Forge Effect: Forge, Diminish
Subject: Water Subject: Heat, Weather
Description: This Spell fills a touched Description: The water vapor in the air
cup, mug, or other drinking vessel with is flash frozen into a thick layer of snow
the last non-magical liquid to fill it, such which blankets the target area, making
as tea, cider, water, or another beverage. the terrain more difficult to traverse.
Releasing Spell Summon Instruments

Function: Wonder Function: Standard
Effect: Animate, Modify Effect: Forge
Subject: Body, Magic Subject: Construct
Description: This Spell releases a being Description: The caster summons sev-
trapped by another Spell or effect, up to eral musical instruments, which disap-
and including beings sealed away by the pear at the end of the scene.
Elements of Harmony themselves.
100
Summon Parasprite Weather Control
Target: Individual Target: Mass
Function: Standard Function: Chain
Subject: Animal Subject: Air, Weather
Description: The caster summons a Description: The caster weaves the
single ravenous Parasprite, which vora- clouds, tailoring the weather in the gen-
ciously eats what it can before splitting eral area to their whim. Other attempts
and reproducing. If left unattended, this to modify the weather force the caster to
single Parasprite can form itself into an assert control or else cede control to the
entire swarm. other force.
Tickle Torture Wild Growth

Effect: Diminish Effect: Modify
Subject: Mind Subject: Body
Description: Several feathers are sum- Description: The caster causes one part
moned to tickle the victim of the Spell, of a creatures body to grow wildly out of
who is at the very least distracted, and proportion with the rest of its body, po-
may even take Willpower damage each tentially causing all kinds of difficulty for
turn the Spell is sustained. the creature until the end of the Scene.
Water Walking
Target: Individual
Range: Touch
Duration: Sustained
Function: Standard
Effect: Separate
Subject: Body, Water
Spell Level: 8
Description: As long as the caster con-
centrates, the target may walk on liquid
water as though it were ice. Should the
casters concentration be broken, how-
ever, the Spells effects immediately end.
101
Running An Episode
Everypony has to play, or the game is over--and I win!
~ Discord
Your Role As takes precedence over the rules--and it
is here that S3E takes a firm stance: the
The Game Master story takes precedence over the rules.

This all serves to sum up the GMs role
Theres one particular phrase which in S3E: The GM is somewhere between a
not many GMs hear nearly enough, director, a referee, and a supporting ac-
whether because their players are too tor, guiding the players whenever nec-
exhausted from playing a long game ses- essary and letting them have the spot-
sion, or are too preoccupied with whats light whenever possible. The GMs most
going on and what they think is going to important concern is ensuring that the
happen next, to remember to say it. story is engaging, meaningful, and fun--
That phrase is Thank you. and to that end they are fully empowered
The GM easily has the most difficult (and even expected) to bend or break the
job at the game table, from acting out all rules, if doing so helps to make the story
the non-player characters, to handling all better.
the Skill Checks and damage for the play- The most important part of playing
er characters, to setting the scene and S3E is to have fun; if your game group
making things interesting and engaging, (yourself included) is having fun, then
to establishing the story and helping to whatever you as the GM did to make that
bring it to a satisfying conclusion; the happen was the right thing to do. And if
GM has a dozen things to think about nopony else remembers to say it, allow us
and consider from moment to moment to say it on their behalf:
during a game session (and often outside Thank you.
of one, too). This is true of any pen and
paper tabletop roleplaying game, and Getting Things
the more complicated a particular game
system is, the more difficult it is to GM. Started
S3E is designed to be relatively simple in So, youve gotten a group of players to-
terms of its systems and mechanics, to al- gether to play an Episode of S3E, youve
low a GM to focus on what we believe is helped guide them through character
the most important part of a GMs job: creation, and youre prepared to GM the
working with the players to tell a fun, en- game. How do you get things off to a
gaging, and meaningful story. good and interesting start?
There is a long-standing debate among In television and film, theres a com-
GMs as to what the role of a GM should mon technique called a cold open
be; whether a GM should be more which is used to great effect to involve
hands-off and reactive to what the the audience immediately and concisely
players do (a more sandbox approach) set up the plot. Chances are good that
or more hands-on and active in direct- youve seen this effect yourself as its used
ing the players through the experience extensively in the original Friendship is
(a more railroad approach). Most GMs Magic cartoon: the episode begins, some
find their own balance somewhere be- initial plot hook, punchline, or inciting
tween those two ideals, and S3E is de- incident gets your attention, and then
signed to work for either style and any- the opening credits roll. In literary terms,
where in-between. But there is a second this is sometimes called a hook. What-
debate which often arises in the middle ever term is used, theres a simple idea
of gameplay about whether the rules take behind it--get the attention and interest
precedence over the story, or the story of the audience and get them emotional-
103
ly invested so theyll stay with the show/ by gameplay aesthetics. An aesthetic is
film/book to its conclusion. a core principle of a designed experience
Ideally, the opening moments of your (such as a game) and is thus something
Episode should achieve a similar effect. which it should reflect and explore when
Consider the type of Episode youre run- it is in action. Likewise, a gameplay aes-
ning and try to construct an opening that thetic is an aesthetic which is intended
establishes the style and atmosphere you to come through in a players experience
want for the rest of the game. If your Epi- with a given game. This section will list,
sode is comedic, open with a funny situa- explain, and explore four of S3Es most
tion and end your opening with a punch- important gameplay aesthetics; these are
line or silly outcome. If your Episode is important to understand as the GM, as it
dramatic, mysterious, or scary, consider is the GMs job to help ensure that they
opening by setting up the mystery or are reflected in the players experience
ending the opening with a cliffhanger. during an Episode. There are more aes-
There are many techniques thetics which are part of S3Es design,
for establishing an Episode, but these are the most important
and every GM four.
and group of All for one, and one for all.
players develops In S3E, every character is unique;
their own style, even those with similar mechani-
but for new GMs cal advantages and capabilities
(or those who are new are likely to have different
to MLP:RiM, at least), the motivations and goals.
original cartoon can serve But this diversity is
as a helpful guide. at its best when it
Once your opening is es- is just one aspect
tablished, its a good idea to of a unique and
take a very short break--a minute cooperative group.
or two, to let everyone at the table Players characters are referred to
get something to drink, for example; as friends for just this reason--its
this lets the style of the Episode sink assumed that the characters of all
in for your players, and lets every- the players around the table know
pony prepare for running the full Epi- each other and get along with each
sode with a better understanding of their other (or at least that they will, soon after
characters. the Episode starts). Selfish and self-inter-
Aesthetics Of ested characters, who put themselves and

their own interests before the well-being
Gameplay of their friends, are contrary to this aes-

thetic, and its generally going to be more
Chances are good that if youre fun for everyone if the players charac-
GMing an Episode of S3E, youve GMed ters help each other and get along. Most
a pen and paper tabletop RPG before or of S3Es design is intended to promote a
at least have a strong interest in narrative group approach and teamwork.
gameplay and collaborative storytelling. For every problem, a solution. Ev-
In either case, its important for any GM erything is solvable, everything is fixable,
to understand the intended gameplay and any challenge can be met--even if
aesthetics of S3E. the solution is difficult or isnt what you
First, an explanation of what is meant might expect it to be normally. This aes-
104
thetic manifests itself in many ways, but just what happens; its what we feel about
most notably in the lack of an organized whats happening and how it influences
combat system in S3E. Take the example us that are important. In S3E, this is me-
of the dragon in the episode Dragonshy. chanically reflected in that Lessons are
In dealing with the core challenge of the how a group of characters earns Experi-
episode, the main characters tried sev- ence Points, but its also part of the GMs
eral approaches, even including combat, job to reflect the importance of the story
and each was ineffective until they found as it relates to the characters personally.
what worked. The dragon wasnt a pool of This can be difficult to do, but opportu-
hit points and defense scores to be beat- nities usually end up presenting them-
en, it was a puzzle to be solved--like ev- selves to foster an emotional attachment
ery problem, there was a unique solution between the players, characters, and the
to be found (of course, this shouldnt be story itself; its important to understand
taken too far as an example; sometimes, that these opportunities are crucial to
the solution to a problem is to stand up enjoyable gameplay, and to learn to rec-
and fight). Try not to present your play- ognize and capitalize on them when they
ers with many insurmountable chal- arise.
lenges (if any), and let them explore and
experiment to find their own solutions. Collaborative
What goes around, comes around.
Heroes get rewarded, and villains get Storytelling
whats coming to them; in S3E, its a core At the beginning of this book, as well
aesthetic that everypony eventually gets as throughout its various sections, S3E
what they deserve. This is embodied me- has been referred to as a pen and paper
chanically in the Virtue system, but it tabletop RPG. This is true, but theres
can (and should) be handled narratively also more to it from the perspective of
as well; characters who strive to be good the GM. Its important for the GM to
and go out of their way to help others in keep in mind that S3E is also a vehicle for
need often find others coming to their collaborative storytelling and to under-
aid when they need help. Similarly, char- stand what that means as it applies to the
acters who alienate and take advantage of gameplay experience.
others often find that noponys willing to When players start to pull a story away
help them when their self-destructive be- from its originally-intended progression
havior puts them between the proverbial with unique ideas, its a natural tendency
rock and a hard place. This is a classic of many new (and sometimes experi-
aesthetic in many genres of fiction, and enced) GMs to take a firm stance with
the collaborative storytelling of S3E is no their players of thats not how it works
exception. in my world. While this usually comes
Every journey is a personal one. from a noble intention of preserving the
Journeys are important, and are almost integrity of the story, its important to
always symbolic of a characters personal, also remember that the players are craft-
inner journey; this isnt just true in fiction ing the narrative along with the GM; it is
(where the concept of the heros journey the very nature of characters in a story to
is a classic part of many great works), alter the direction of that story to make it
but is also true in life. An experience is personal to themselves--and S3E is cer-
memorable because of its personal im- tainly focused on the personal journey of
pact and the emotional attachment and the characters.
investment someone feels for it. Its not By the same token, as any veteran GM
105
can attest, its entirely possible for things providing when they reflect on it later.
to get chaotic and out of hand--and its Its an ideal, win-win scenario--and the
part of the GMs job to keep a rein on greatest strength of truly collaborative
things and prevent that kind of discord storytelling.
Handling Skill
by guiding some of the players actions
without overtly controlling them (and
Checks
consequently removing the point of hav-
ing players at all). One of the best ways to
do this is to use players (and characters) As the Episode progresses, you will in-
emotional attachment to parts of the sto- evitably need to call for, and handle, Skill
ry in order to appeal to them and guide Checks. These are the backbone of S3E,
them toward (or away from) a particular and knowing how to handle Skill Checks
course of action. For example, the advice effectively can be the difference between
of a trusted non-player character can of- being a good GM and a great GM. This
ten turn a group of players toward a par- section will discuss some of the prin-
ticular path or train of thought; likewise, ciples of Skill Checks in S3E, and give
if doing something would risk the well- some insight into how to handle them
being of a beloved place or character, effectively.
players will often avoid it as an option. Essentially, there are two schools of
The GMs role should ideally shift flu- thought when it comes to Skill Checks.
idly between giving the players direc- The first is the technical method, and
tion and focus and then letting them the second is the dramatic method.
take the spotlight and lead themselves Either one is valid (though S3E was de-
once theyve gotten a handle on where signed based on the dramatic method),
theyre going in the story. Take cues from and both have their advantages and dis-
your players as their characters dynam- advantages; more often than not, GMs
ics emerge; for example, if one character end up using a combination of the two.
seems to be naturally taking on a lead- The technical method is based on
ership role, shift the interactions of the context and technical detail; if building
story to help reinforce that leadership a barn is X difficulty, it should always
role. Similarly, if two characters seem to be X difficulty, unless technical factors,
be locking horns over different ways they which should modify the X difficulty by
think situations should be handled, ad- Y amount, come into play. This method
just the choices the group comes across is usually math-intensive and can break
during the Episode so that it plays on that the immersion many roleplayers seek to
dynamic. preserve, but it is also consistent, which
Good players will create their own fun many players highly value because it
and make the story personal, and its an gives them a firm understanding of their
important part of the GMs job to help characters capabilities in any given situ-
create opportunities for them to do so. ation.
While you may have conceived of the The dramatic method is based on
original premise and plot of the Episode, narrative impact and action significance;
youre the only one who knows how it if it is very important that a character fly
was originally intended to be played; let- fast enough to escape a collapsing cave,
ting your players take the spotlight can the GM will make that task less difficult
help to make for an even better and more (or make the Skill Check itself an auto-
memorable story in the long run--a fun, matic success despite its actual result).
meaningful, and rewarding experience This method requires implicit trust on
which your players will credit you for the part of the players in the GMs fair-
106
ness (not to mention some bluffing on
the part of the GM), but it also has the Damage &
possibility to create a more dynamic sto-
ry in the long run. Sidelining
Most GMs use both methods in com- Equestria can be a dangerous place,
bination, but tend to lean more toward and eventually, characters will suffer
one or the other. Whichever method harm. Whether this harm is physical or
you favor, S3E can accommodate. When emotional in nature, its an important
a character attempts a task which has component of challenge which serves to
enough narrative significance for you to make an Episode more meaningful--as
call for a Skill Check, that Skill Check long as its not excessive or unfair. Just as
will be based on a difficulty target num- with Skill Checks, there is a technical,
ber. Players are not required to know the consistent method and a dramatic, con-
difficulty target; only the GM is required textual method of handling how much
to know it so as to relate the success or damage to deal to a character when
failure of the attempted task (based on the inevitable occurs. Just as with Skill
the Skill Check result as compared to the Checks, both methods are viable and can
difficulty target). be accommodated by S3E, though S3E
This can allow for considerable wiggle was designed with the dramatic method
room at any time; if the story needs a Skill in mind.
Check to succeed, you can use the Skill Luckily, theres an element of chance
Check result as it would translate to a dif- involved in dealing damage to a char-
ficulty target to determine the degree of acter, which keeps things unpredictable.
success. For example, if a character needs Damage is dealt in a number of d6s in-
to escape a collapsing cave, you may de- stead of as a set amount. This means that
termine that the Skill Check will succeed two of the same effects, set at the same
no matter what its result is. If its result is number of damage d6s, may not (and
high, you might relate that the character probably wont) deal the same amount of
escaped with time to spare; if the result damage to a character. Because of this, it
is low, you might relate instead that they frees you to set damage amounts without
just barely made it out (and maybe only worrying about being unfair; as the say-
then due to a lucky break or after taking ing goes, let the dice fall as they may.
some minor damage). The player never When a character becomes Sidelined
needs to know (and shouldnt be told!) from damage--even when the entire
that they couldnt have failed the Skill group becomes Sidelined--its not nec-
Check in the first place. essarily the end of the game, and it can
Below is the table of difficulty target even be a way to reinforce a plot point.
numbers for Skill Checks, along with For example, say the characters tried to
some example tasks for context. storm a dragons cave, and were Sidelined
Difficulty Target Context Example Tasks
Basic (10) Cutie Mark Crusaders Climbing onto a shelf, hiding at night
Average (15) Ponyville Citizen Memorizing script lines, baking a cake
Challenging (20) Small-Town Champion Creating a small tornado, applebucking
Advanced (25) Best In The Big City Setting a rodeo record, teleporting
Daunting (30) Top Ten In Equestria Flying fast to cause a Sonic Rainboom
Heroic (35) A True Master Summoning the Fire Of Friendship
Legendary (40) Princesses / Discord Banishing an adversary to the moon
107
when facing the dragon itself. Theres no
mechanically-enforced narrative conse-
quences of being Sidelined, so you are
free to say that the dragon merely kicked
the group out of its cave and was content
with leaving them alone after that. This
not only means that the Episode can keep
going, it also means that the players have
the direct experience that they cant take
on the dragon face-to-face, and it may
prompt them to look for another solu-
tion.
Below is the table of damage d6
amounts for various levels of damage
and examples of effects which might deal
those levels of damage.
Damage Level Fortitude Example Willpower Example
Light (1d6) Tripping and landing face-first Being called a Blank Flank
Average (3d6) Tumbling down a tall hill Getting pranked or frightened
Heavy (6d6) Being stung by a swarm of bees Facing a uniquely scary monster
Severe (10d6) Getting hit by a dragons tail Being shunned by your mentor
Extreme (15d6) Flower pot, anvil, wagon, piano Banished and thrown in a dungeon
Lessons & Firstly, a group of characters who

have very few Lessons at the end of the
Experience Episode; for example, a group of six with

only one or two Lessons between them.
The basis for how a group of characters This can be remedied by having a discus-
earns Experience Points is the identifica- sion with the players about the Episode,
tion of Lessons those characters learned, and bringing up Lessons which you may
and listing these Lessons in the Letter To have seen reflected in their characters.
The Princess phase at the end of an Epi- Theres no reason you cant help your
sode. As the GM, ultimately the decision players (after all, the GM isnt the en-
of whether or not to award XP for a given emy), and not all players are good at (or
Lesson is up to you, so its important to comfortable with) discussing personal
have an understanding of how to fairly character growth.
award XP for Lessons. Conversely, a group of characters who
In essence, the GM should consider have a very large number of Lessons at
each Lesson in the light of the characters the end of the Episode; for example,
actions during the Episode itself. Any a group of three with six or seven Les-
Lesson which has a basis in the characters sons between them. This is often a sign of
actions has most likely had a meaningful overly-intricate analysis, and can be rem-
impact on that character (and hopefully edied by consolidating similar Lessons.
the player, too), and is a good candidate Normally, a group of characters should
for awarding XP. There are two scenarios, have one or two Lessons per character;
however, which you should look out for five Lessons is a significant increase, al-
during the Letter To The Princess. though the pace of character advance-
ment is ultimately up to you as the GM.
108
Bestiary & Adversaries
You wont believe what I found at the edge of the Everfree Forest!
~ Fluttershy
The Tartarus ests, to its arid deserts and snow-capped
Bestiary
peaks, many dangerous creatures await
those who adventure in the wide, wide
world. This section contains information
Equestria is far from a safe and care- on some of the creatures which charac-
free land; from its dark jungles and for- ters in S3E might encounter.
Cerberus
The guardian of Tartarus, this power- heads of Cerberus can operate indepen-
ful beast serves as warden of Equestrias dently, and each head is possessed of in-
greatest evils. credible strength. The dogs body is also
Cerberus looks like a fierce black bull- incredibly strong, and capable of with-
dog, dwarfing ponies with his house- standing the huge amounts of force the
sized frame. Two extra heads, identical denizens of Tartarus are able to dish out.
to the first, grow out of the neck, each As the guardian of Tartarus, Cerberus
with a maw filled with razor sharp teeth. goals and tactics are simple; keep any-
The beast exudes a stench of decay, hint- thing from getting in, or more impor-
ing at his otherworldly origins (or that he tantly, getting out--by any means neces-
rarely has the chance to bathe). sary. However, while Cerberus is a giant,
Cerberus is, primarily, the guardian legendary canine, he is still just a canine.
of Tartarus. As such, the beast is well- Rarely, Cerberus will be distracted from
trained in keeping anything from enter- his post, appearing in the wild. When
ing or leaving his domain. In addition to this happens, all bets are off. Without the
training, Cerberus also has the strength gates of Tartarus to guard, Cerberus will
and skill to back up his charge. All three wander aimlessly until led back to Tarta-
110
rus. Getting him there, however, can be a Pulling the guardian away from the gates
challenge in and of itself. opens the door for any number of hor-
Cerberus is intensely powerful, al- rors to erupt from Tartarus. Even worse
though he can be easily distracted with is the plan of getting past Cerberus to get
food or toys, just like any other dog. into Tartarus, which, in addition to the
However, distracting Cerberus is a dan- unknown horrors of the abyss, involves
gerous prospect, especially distracting another confrontation with Cerberus on
him from guarding the gates of Tartarus. the way back out again.
Changeling
Not much is known about the enig- Changelings eyes glow with a strange,
matic Changelings, save that they can hollow blue and lack a pupil or iris.
transform into nearly any other pony- The first, and most notable, ability of
like form and use that form to feed off the Changelings is that of transformation. A
energy of those their victim loves and are Changeling can, in the blink of an eye,
loved by in return. transform themselves into a perfect copy
The most frightful aspect of a Change- of almost anypony who is roughly their
ling is its ability to assume the appear- same size, right down to their victims
ance of others. However, a Changelings voice. While transformed, a Changeling
default form is quite gruesome in and of can feed off of the love their victim had
itself. In this form, the Changeling looks for others, as well as the love showered
like a black Unicorn, with a few excep- upon them by unsuspecting friends and
tions. The legs of a Changeling are rid- family. Through enough of this feeding, a
dled with holes, leading to an eerie, in- Changeling can become almost unstop-
complete look. On the Changelings back, pably powerful.
a thick layer of carapace conceals a set of Even without transforming, a Change-
translucent, insectoid wings. Finally, the ling still poses a potent threat. While not
111
quite as magical as Unicorns, Change- in love and friendship, feeding on the
lings still contain a bit of magic in their unsuspecting ponies who care for them.
horns. While attacking, Changelings Changelings, at first glance, seem an
often supplement dive-bomb attacks by almost impossible foe to overcome. Be-
coating their horns in sickly green fire, tween their flight, limited magical abil-
adding to the power of their ramming ity, shapeshifting, and the ability to grow
charges. Particularly powerful Change- more powerful the longer they go unno-
lings, such as Queen Chrysalis, can man- ticed and feed, a Changeling poses a ter-
ifest more varied magical effects. rible threat to the wellbeing of everypony
Finally, Changelings are reasonably around them. However, the Changeling
skilled fliers, thanks to the wings on carries a few weaknesses which can help
their back. While the beetle-like wings ponies overcome their myriad strengths.
make them less maneuverable than the First, a single Changeling, caught by
more sturdy-winged Pegasi and Griffons, itself, is physically unimpressive. With-
Changelings use those wings to great ef- out the chance to grow stronger from
fect in setting up aerial charges and dive- feeding on love, a single Changeling pos-
bombs. es little threat against brave ponies dedi-
The tactics of a Changeling are varied, cated to stopping it. Additionally, due to
and depend on the situation they are in. the hive mentality of Changeling colo-
A Changeling will, if at all possible, at- nies, Changelings are usually not terribly
tempt to blend in with a community and bright, occasionally making obvious mis-
gain power from its love before making takes which could tip off the observant to
any sort of overt show of aggression. If their true nature.
caught in its true form, a Changeling will Lastly, though a Changeling feeds pri-
rapidly try to change form, becoming marily on love, they do not seem to truly
family, friends, or loved ones of their op- understand it. To most Changelings, love
ponent (provided the Changeling knows is merely a source of food and power, not
what they look like), or even mimicking the powerful force it truly is. This lack of
the opponent themselves in order to un- understanding leads to a dismissal of the
nerve them. If possible, Changelings at- power of love; a mistake which can, and
tack in large groups, using numbers and has, cost Changelings an otherwise as-
swarm tactics to their advantage. sured victory.
If given enough space, Changelings
will take to the air on their wings, setting
up aerial dive-bombs in order to knock
senseless anypony on the ground caught
in the way. Despite the lack of maneuver-
ability in their wings, Changelings can
reach very high speeds while moving in
a straight line.
All of this, of course, assumes that the
Changeling is caught in its true form at
all. While disguised, a Changeling will
attempt to divide and conquer, sowing
seeds of distrust and attempting to dis-
credit anypony who suspects that the
Changeling may not be who they claim
to be, all while surrounding themselves
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fying stare.
When an unfor-
tunate creature looks
into a Cockatrices eyes,
it turns to stone in a matter
of seconds. Only the Cockatrice
Cockatrice itself can break the curse, and con-

vincing it to cooperate is not an easy task.
Half-bird, half-reptile, and feared for Some believe that there are other ways,
its petrifying stare, the Cockatrice is a but if thats true, they are hidden in long-
danger to any living creature who makes forgotten books.
the mistake of looking into its eyes. A Cockatrice will hide in tall grass and
Cockatrices largely inhabit the Everfree bushes, only peeking out with its chicken
Forest--yet another reason to fear that head, and wait for a victim. If a creature
peculiar place. that is too big or strong to qualify as a
A Cockatrice has the head and upper meal stumbles upon the snake-shaped
body of a chicken, and the disproportion- beast, the Cockatrice will attempt to lock
ately large lower body of a snake. Even eyes with it and turn it into stone instead.
though the creature has small wings and The stare of a Cockatrice is deadly, but
feet resembling those of a chicken placed it can be easily avoided by closing ones
near the head, they serve little purpose; eyes or looking at the ground--provided,
it is too heavy to fly, and the feet are lift- of course, that one noticed what it is they
ed off of the ground by the snake body are dealing with. While its not that easy
most of the time. The only way of telling to tell apart a normal chicken from a
apart a real chicken head and the head hiding Cockatrice, a thinking pony can
of a Cockatrice is its red, gleaming eyes easily notice the fake just by asking one
(though this can be easily overlooked). simple question: What is a single chick-
A Cockatrices most distinctive and en doing in the Everfree Forest anyway?
113
fearsome ability is, of course, its petri-
even having
opposable thumbs.
If their hands are free,
they support themselves with
them just like a gorilla would.
In addition to the good hearing and
sense of smell all canines usually have,
Diamond Dogs also possess strong
arms, which they use to dig their
tunnels and mine for gem-
stones. Their claws make it
possible to dig through
very hard ground and even
Diamond Dog split rocks.
Diamond Dogs love gems--not only
Diamond Dogs are the gem-loving, their valuable namesake stones, but all
dog-like creatures who live in complex sorts of gemstones. Be it sapphires, ru-
tunnel systems they dig in the under- bies, emeralds, or amethysts, the Dia-
grounds of Equestria. While harming mond Dogs want them and will do
anypony isnt exactly one of their pri- anything to get them. To this end they
orities, they wont hold back from any mainly by creating extensive mines and
course of action which would help them excavations. They have no magic or su-
attain their goals. pernatural senses with which to find
Big eyes, a huge mouth with very them, so they often dig randomly or by
sharp teeth, and pointed ears are just instinct. If there were a better method
some of a Diamond Dogs distinctive available for finding their treasure, they
features. There are many races of Dia- would surely try to seize it.
mond Dog, but unlike ponies, the dif- Diamond dogs have sensitive ears, so
ferences are purely cosmetic. Some are a good way to scare them off is to make
bigger, some are smaller, some are wider, a lot of unbearable noises (whining in a
some are slimmer, and their fur comes in high tone proves to be exceptionally ef-
a great variety of color, but all have one fective). Also, Diamond Dogs would do
feature in common: long, muscular arms. anything to get their paws on gemstones,
Diamond Dogs walk in a semi-upright so they can be easily used as a diversion-
stance on their hind legs, and their front -like throwing a stick for a regular dog--if
114
paws are adapted to grabbing things, one is ready to sacrifice a gem or two.
Dragon
These legendary winged liz-
ards come in many forms, and
all of them are creatures to
be feared. A single Dragon
can endanger whole towns
simply by snoring smoke.
A particularly mighty Drag- o n
could destroy a whole country if he injury. Another deadly feature of a Drag-
had reason to, but thankfully, most adult on are its sturdy teeth, able to crush gem-
Dragons mind their own business and stones and even diamonds (the preferred
are not hostile unless provoked. diet of a Dragon) with ease.
Dragons differ in color, size, types of Thankfully, most Dragons only care
scales, and many other aspects. While about sleeping and eating. Adult Drag-
a young Dragon can be smaller than a ons leave their families and search for
pony, when they grow up they can flat- a cave to live in, then begin to gather a
ten whole buildings with a single stomp. hoard of treasure--mostly gold and gems.
While the shape and color of a Dragons While the gems serve as a food source for
scales differ from Dragon to Dragon, the Dragon, why they also hoard gold is
mostly these features are inherited. unknown; its said that gold may be com-
A Dragons most evident advantage is fortable for a Dragon to sleep on--or per-
their size and strength; there are only a haps they just like shiny things.
few other living creatures that can match Dragons are fearsome beasts, and
a Dragons raw power. Most Dragons fighting them directly is a very bad idea.
(with a few exceptions) have powerful A whole army would be needed for such
wings which allow them to fly at great a feat, and even then it would be difficult
height and speed. Dragons are also fire- to say the least. The best way to deal with
proof; they can withstand the hottest a Dragon problem is to persuade or trick
flame and even swim in lava without any them into leaving or changing their ways.
115
Fruitbat
Fruitbats are small, colorful flying mediately take flight and either move to
mammals which feed on fruit the color another location or just return at a later
of their own fur. While not really threat- time. Fruitbats always fly in a certain pat-
ening, they can surely be a troublesome tern, forming a straight, wide line and
distraction if one crosses their path. naturally grouping according to color,
There are several types of Fruitbats, each the overall formation resembling a gi-
representing a color of the rainbow, and ant rainbow. They arent vicious or ag-
each type has its own unique features re- gressive, but they will throw themselves
sembling a fruit, such as ears that look headlong at any food source they lay eyes
like leaves, or claws like twigs and sticks. on.
Unlike normal bats, Fruitbats can see Fruitbats are not hostile, so the best
well, and dont need to make use of echo- option is just to avoid startling them in
location. Their color perception is even the first place; but if a swarm is on the
better than most other animals. In ad- horizon, the best option is just to hide
dition, their size and low weight makes beneath something or lay
them quick and agile fliers; catching low on the ground.
a Fruitbat would be hard even for the As long as some-
swiftest Pegasi. pony doesnt have
Fruitbats live in fruit trees (or some- fruit with them, the
times bushes) and usually only leave Fruibtats will likely
their hiding place when they get hun- leave them alone.
gry. If the colorful Fruitbats get startled
by something, a whole swarm may im-
116
Hydra
A Hydra is a four-headed beast living and waiting for prey to come by. When
near swamps and bogs. It is one of the any suitable prey is found, the Hydra will
more aggressive beasts, and will attack wait for the perfect time to strike and
anypony as soon as it has the chance to. then try to take its victim by surprise. If
A Hydra has four heads with very long that doesnt work, the Hydra will chase
necks on top of a big round body and a after its target. Even though all the heads
tail at its back. Brown-yellow scales cover share one stomach and it makes no dif-
its body from head to toe, and it has three ference which head actually devours the
pairs of red spikes on each head. It has prey, the heads often compete against
two strong legs and no arms--though its each other in catching it, as only one will
multiple heads more than make up for actually get to taste it.
that. The four heads, which act indepen- Everypony should be cautious when
dently from one another, make the Hy- near swamps, because there is no better
dra practically four enemies in one. The way to handle a Hydra than to not fight it
heads themselves are, in comparison to in the first place. When engaged in battle
the clumsy lower body, quite agile, main- with a Hydra, its best to take advantage
ly because of their flexible necks. of the fact that the heads each act on their
Despite its enormous size, a Hydra own and do not always get along. A good
can hide itself in the muddy waters of solution is to either tangle the heads with
swamps so that only one head will stick each other, or to provoke one of them to
out, but that much can be hard to notice act against the others.
due to its natural body color. Hydras sit
most of the time hidden in their swamps
117
Manticore
One of the many wonders of the Ever- though it is far less effective on larger
free Forest, and easily one of the most targets. Lastly, while a Manticores bat-
dangerous ones, the Manticore is a hy- like wings are too small to actually let
brid of several animals unique strengths the creature fly, they do allow it to jump
and abilities. How such an unbelievable higher and over longer distances than it
crossbreed came to be in the first place would be able to otherwise.
is a mystery. For all their deadly advantages, Manti-
A Manticore has the body of a lion, cores are generally peaceful creatures by
with large bat wings and a scorpion nature. They live in the forest and spent
stinger at the end of a long tail. Its head most of their time protecting their ter-
also has the long, pointed ears of a bat. Its ritory and their children or hunting for
forelegs are much stronger than its hind food. If a potential threat invades its ter-
legs, built more like those of a bear. Over- ritory, a Manticore will try to chase it
all, a Manticore has a light yellow-brown away rather than take more drastic ac-
coat of fur with a red mane. Its stinger, tion; but if somepony just wont leave it
as well as the inside of its wings, are also alone, or endangers its young in any way,
red. then it is more than capable of showing
A Manticore has the strength of a lion, its true, fearsome power.
complete with its sharp teeth, which
can easily break branches and bones.
The stinger on its tail contains a potent
paralyzing poison that can immobilize
any foe smaller than the Manticore itself,
118
Parasprite
The Parasprite, not much more in ap- immediately. Its method of reproduction
pearance than a cute insect-winged ball is quite unique (if more than a little dis-
with large eyes, may look harmless--but gusting): parasprites vomit a small fuzzy
looks can be deceiving. Only a few know ball, roughly the size of their own bod-
of their true destructive potential; if left ies, which forms into a new, completely
unchecked, a swarm of Parasprites can functional Parasprite after a few seconds.
strip a region of all its food in a relatively A Parasprites goals are simple: to eat
short span of time. as much as possible, as fast as possible,
Parasprites look like colorful spheres and then reproduce. While a single Para-
roughly the size of a tennis ball, with two sprite may be practically harmless (as
pairs of insectoid wings on their back long as its controlled), a swarm of the
and four very tiny legs. Both their bodies pesky little creatures can purge a village-
and their eyes vary in color from creature -or even a whole city--of everything ed-
to creature; only their wings and legs are ible in a matter of hours.
always the same (white and black, re- Parasprites are small, fast, and always
spectively). This, and the fact that they growing in numbers. Trying to get rid
always seem to be smiling, makes them of a swarm is very difficult, but there
look cute and harmless--which often is at least one sure-fire method to do
leads to making the mistake of taking so. For some unknown reason, Para-
them in and treating them as a pet. sprites respond to music. Any musically-
The two most distinctive features of a skilled individual can control a swarm
Parasprite are their enormous appetite of Parasprites by playing the right tune.
and their incredible rate of reproduction. Whether it must be a specific song, or if
A single Parasprite can easily devour a any rhythmic song will do as long as its
hundred times its own weight in food played right, is unknown.
and subsequently replicate itself almost
119
Phoenix
When healthy, a Phoenix is a large nixes possess a great deal of intellect gar-
bird, slightly smaller than a pony, with nered from their many, many years of life.
resplendent, fire-like plumage. The While a fully-grown Phoenix is function-
chest feathers of a male Phoenix create ally immortal, a hatchling is not as resil-
a small flame-like pattern absent in the ient. Having not come into their magical
female, while the female has a series of abilities, nor lived long enough to accrue
three small antennae in place of a crest. wisdom, Phoenix chicks need to be pro-
Toward the end of a Phoenixs cycle of tected by their parents. Additionally, as a
life, its feathers begin to molt, giving it a Phoenixs rebirth does not happen until
sickly, ragged appearance until it finally adulthood, chicks are far more vulner-
bursts into flame to renew itself and be- able to than their parents--though they
gin its next life. are quick and agile even from an early
The most famous ability of the Phoe- age, and can often evade and confound
nix is this undying nature. When a Phoe- predators. As such, Phoenixes guard
nix is ready to die, the bird immolates it- their nests carefully from intruders, and
self, leaving behind only ash. Soon after, chase away any who threaten them with
however, the ash reconstitutes into a new, their flaming wings. If pursued, a Phoe-
fully-grown Phoenix. nix will use its ability to create light to
Additionally, a Phoenix has some lim- blind its pursuer and use the opportunity
ited control over fire. When enraged, a to escape. In general, Phoenixes are not
Phoenixs body and wings will catch fire, aggressive; any hostile action a Phoenix
making them more threatening to preda- takes is usually in self-defense or to pro-
tors. In addition, a Phoenix can emit tect somepony they care for.
a blinding light from its body, a tactic
which it often uses to throw off pursuers.
Due to their immortal nature, Phoe-
120
Quarray Eel
Inhabiting the cracks in quarries, can- to leave the cave they reside in; if poten-
yons, and other rocky places, Quarray tial prey can escape the range of the eels
Eels are a fearsome threat to any who body, there is not much more the eel can
would venture into places such as Ghast- do but snap irritatedly at it. Quarray Eels
ly Gorge. also possess relatively low intelligence,
A Quarray Eel is a massive beast, making them fairly easy to outsmart.
which hides its magenta body in the
cracks of canyon walls. A large purple tuft
of fin sits on top of the eels head, and its
mouth is lined with razor sharp teeth. A
Quarray Eel has little in the way of abili-
ties, save for its incredible strength and
speed, given its massive size. The beast
can erupt from out of a canyon wall with
lightning precision, with only the most
agile foe being able to escape its jaws.
The primary tactic of a Quarray Eel is
to wait inside their holes, eagerly await-
ing anything edible to wander into the
range of the eels bite. Quarray Eels fight
like crocodiles, lashing out quickly from
hiding, hoping to ensnare any prey be-
fore it leaves their range. If provoked,
Quarray Eels fight to defend their homes,
but rarely travel out of their holes. Their
size leads them to be unlikely to be able
121
bling their individual bodies--or even
Timber Wolf combining into a single, massive Tim-
berwolf.
Living in the Everfree Forest, Timber Timberwolves resemble dry sticks
Wolves are canine beasts which hunt for and branches, which makes them hard
weaker creatures in packs of five to ten to spot in the forest. A lying and/or hid-
individuals. Folk tales say that, because ing Timberwolf is almost impossible to
they share a strong connection to the distinguish from a pile of wood--a fact
trees around them, when these wooden they often use to their advantage. A pack
wolves howl at the moon, the Zap Apple of Timberwolves will often hide in plain
Harvest is coming. sight, waiting for the right moment to
Timberwolves look like piles of sticks ambush their prey. If their first assault
and branches somehow brought to life; doesnt work, they will then pursue their
they are nearly twice the size of an adult prey up to the edge of their territory (and
pony (and even larger in their combined sometimes beyond). Combining their
form, explained later). Their long wood- bodies to create a larger, composite Tim-
en snouts are filled with lines of sharp berwolf is generally their last resort.
teeth which resemble small palisades in- Due to their sensitive ears, Timber-
side their mouth, and right above them wolves are vulnerable to loud noises and
is a pair of sinister, dark yellow glowing will try to run away from them if not es-
eyes. pecially hungry or provoked; but what
Despite their crude and ungraceful truly makes a Timberwolf panic (and
look, Timberwolves are very fast and could be called its one major weakness)
dexterous beasts, able to outrun all but is--for obvious reasons--fire. When con-
the swiftest prey. Like other types of fronted with fire, be it magical or mun-
wolves, Timberwolves have an outstand- dane, even an entire pack of Timber-
ing sense of smell as well as hearing, and wolves will scramble and try to escape as
use both to hunt. However, perhaps their fast as possible, abandoning any attempt
most powerful advantage is that they to catch the prey. Thus, while spending
cannot be truly defeated except by fire. the night in the Everfree Forest (or any
Even when smashed to pieces, a pack of forest, for that matter), it is always wise
Timberwolves are capable of reassem- to sleep near a campfire.
122
Ursa Minor beasts are named after. An Ursa Minor
is huge; twice the height and width of an
An Ursa Minor is a bear-shaped con- average house.
stellation beast, one of only two types Like all beasts of great size, an Ursa
known to exist. It inhabits dark caves Minor is very strong. It can crush a small
all around Equestria, most often some- building with its paw, and if given time
where deep in a forest. Even though an and reason it could completely devastate
Ursa Minor is a powerful and terrifying a small village. The Ursa Minor is also
creature, it is a young cub in comparison very tough--mainly because of its sheer
to its fully-grown counterpart, the Ursa body mass.
Major. Ursa Minors are technically young
Like all constellation beasts, an Ursa children, and as such they spend most of
Minor looks like somepony cut a frag- their time sleeping in the safety of their
ment of the night sky and shaped an cave with their mother. They rarely leave
animal out of it. They have a semi-trans- their cave on their own, though they can
parent body with twinkling stars all over easily be provoked into doing so. While
it, and can be a truly beautiful sight--at a wandering through a forest, it is more
distance. Some of the stars are bigger and likely that travelers will come across an
brighter and form the constellation the Ursa Major than an Ursa Minor (which
is not necessarily a good thing).
Even though they are big and scary,
Ursa Minors are essentially babies, and
behave as such; they can be lulled to
sleep by a soothing song, or easily dis-
tracted by anything they find interesting.
Aggressive behaviour is strongly discour-
aged, for it only enrages an Ursa Minor
more; even if it is driven off, it may call
for its mother--and thats when the real
trouble starts.
123
Ursa Major
Many tend to mistake an Ursa Minor comes incredible toughness, and in fact
for an Ursa Major; and its no wonder- an Ursa Major wouldnt even notice most
-after all, when an Ursa Minor is so large mundane attempts to harm it any more
it can smash a house with its paw, no- than a normal bear would notice the
pony imagines there could be something buzzing of flies.
even bigger. Normally, Ursa Majors are quite pas-
The Ursa Majors are the true giants, sive (thank goodness); they are largely
some of them growing to the size of a content to stay in their caves and take
castle. Their bodies look like a fragment care of their cubs. This is their highest
of the night sky given form, complete priority--even though their babies are
with shining stars and the constellation strong enough to defend themselves,
which bears their name, much like their if something were to happen to their
younger counterparts. Their color is dif- young, an Ursa Major could get furious
ferent from an Ursa Minors, however, and go on a truly catastrophic rampage.
being closer to purple than blue. A rampaging Ursa Major will general-
An Ursa Majors size can reach the ly try to simply trample smaller creatures
point where they could easily go paw-to- with their enormous paws; while even a
claw with a fully-grown dragon, and like single hit would be critical, the advan-
those great reptiles, it would take a whole tage smaller creatures have is their rela-
army to deal with such a beasts rampage. tive speed and ability to evade--after all,
A single swipe of its paw could deal a great size does not often come with great
mortal blow to the architecture of even speed or agility. The probability that an
a well-fortified castle, and an individual Ursa Major will attack a given settlement
struck by such power would be instantly is very low, but if it occurs, its generally
knocked unconscious (or, very probably, useless to stand and fight.
much worse). With their titanic size also
124
Windigo
Fierce spirits of hatred and cold from of its victim, a Windigo can seal a pony
the dark ages of pony history, Windigoes forever in a block of ice, preserving their
are terrible beasts which thrive on con- hatred as sustenance until the Windigo is
flict and sap the warmth, literally and destroyed or driven away from the area.
figuratively, from the lands they haunt. A Windigo is an incredibly dangerous
A Windigo is equine in appearance, foe, largely because of the subtlety of its
taking the form of a large ghostly horse actions and the self-absorbed nature of
with a wispy tail of wind. The eyes of the the hatred and anger they inspire; by the
beast glow with a pale, unearthly blue time most victims realize that something
light which, along with their howl, can be is wrong, it is often nearly too late to fight
the only way to identify them on a cold, back. The weakness of a Windigo is found
winters night. in friendship and compassion, however.
The Windigo is famous for its ability A Windigo feeds on hatred, and can be
to freeze the hearts of those in strife. A repelled by camaraderie and warm feel-
Windigo feeds on hatred and becomes ings, particularly if the Fire of Friendship
more powerful by spreading anger and can be summoned. Cities all over Eques-
contention. Where Windigoes go, win- tria typically hold Hearths Warming
ter follows. Snow and ice cover the lands Eve pageants in order to create the Fire
that Windigoes inhabit, killing off plant of Friendship. This stands as both as a
life and crops, causing famine, discon- symbolic affirmation of their dedication
tent, and unending winter. When Win- to one another and as an ancient rite to
digoes are near, they project an aura of ward away the threat of the Windigo. The
unease, leading to arguments and brew- more isolated areas of Equestria, how-
ing resentment in anypony affected by ever, particularly in the frozen north, are
it. When someponys heart is truly cold still sometimes vulnerable to the effects
towards those around it, the Windigos of these terrifying creatures.
final attack begins. By freezing the heart
125
The Rogues lains, which can serve as adversaries in
an Episode. Not all adversaries are grand
Gallery and world-threatening, of course; some
are smaller in scale, and not all of them
In addition to having its fair share of are truly evil. This section contains infor-
dangerous creatures, Equestria is also mation on some of the adversaries which
home to several good old-fashioned vil- characters in S3E might encounter.
Ahuizotl
Ahuizotl is a huge blue
beast, dressed in Aztec
decor. Two beady eyes
peer out from the end of
his snout where nostrils
should be, and a prehen-
sile tail topped with a strange humanoid the loot is
hand waves eerily from behind his back. secured,
Ahuizotl is a cunning beast, capable of Ahuizotl cares little for the un-
sophisticated speech and devious traps. fortunate souls he robbed, often leaving
He is familiar with most lost places, and them at the mercy of the wilds or death
no remote jungle ruin is beyond his traps left within the most dangerous ru-
reach. Additionally, Ahuizotl has an im- ins.
pressive command of animals, often em- While Ahuizotl is cunning, strong,
ploying several fierce jungle cats (as well and stealthy, he has one notable weak-
as house cats) to do his bidding. ness: Ahuizotl is in love with his own vil-
Ahuizotl strives for riches and relics lainy. Whether it be precious time spent
from a forgotten age, and finds that the monologuing, leaving his minions to
easy way of acquiring such treasures is deal with enemies, or leaving defeated
to take it from tired adventurers as they foes in unwatched, unattended, slowly
haul their prize back to civilization. After moving traps, Ahuizotl is prone to classic
trailing these adventurers, Ahuizotl sets Bond-villain levels of error. With a bit of
up ambushes outside dungeons and ru- skill, luck, and talent, an adventurer can
ins, seeking to pillage any loot brought outsmart Ahuizotl, or even escape from
out of the place with his minions. Once his traps to turn the tables.
126
Prince Blueblood much in the way of goals. After all, what
does a pony need when he already has
Prince Blueblood is a handsome white everything? However, Bluebloods habit
Unicorn with an expertly styled blond of acting like a spoiled child may cause
mane. He bears a compass rose as his him to make enemies, or cause him to
Cutie Mark, possibly to represent his declare others as enemies if they have of-
unerring stride. The stallion carries him- fended him in some way--even acciden-
self with a weight of royalty, where each tally. Blueblood carries enough political
move he makes is deliberate and chosen. power and influence to keep somepony
The first thing almost anypony would who has offended him from setting hoof
notice about the prince is the effort put in Canterlot ever again, except for the
into making him look his best. exceptionally skilled in political maneu-
Prince Blueblood is powerful not be- vering or somepony who has their own
cause of personal strength, but because friends in high places.
of station. Similarly, he is dangerous Bluebloods biggest strength and his
not from any sort of ill will, but rather a biggest weakness are one and the same:
complete lack of social grace. Blueblood the fact that he wields far more clout than
wields his title like a club, relying on the he can responsibly use. While trying to
fact that nopony will call him out to make overcome the prince in a direct political
up for any lack of tact. This fear is fairly showdown is nearly impossible, there
well-founded, as the prince is not afraid are ways around his influence. For one,
to use his significant political power to although nopony will directly acknowl-
ruin any who would offend him, should edge the princes arrogance, ponies will
their slight be egregious enough to rouse be inclined to help take the prince down
him from his life of leisure. a peg--provided they wont be targeted
Normally, Blueblood doesnt possess for it.
127
Queen Chrysalis
In her true form, Chrysalis is a terri- right, Chrysalis releases the swarm, over-
fying sight. The Changeling Queen looks running cities with a hunger to match the
much like a regular Changeling in ap- most ravenous Parasprite swarm.
pearance, with a strange mix of equine Chrysalis biggest strengths are her
and insectoid features. A gnarled, fragile- shapeshifting and her swarm, both of
looking black horn erupts from her fore- which must be handled in different and
head, and her legs and wings are riddled careful ways. Chrysalis shapeshifting
with holes, creating an off-putting ap- is almost impossible to notice. Almost.
pearance. Chrysalis stringy green mane While her imitation is physically flawless,
falls flat over her head, with large green the Changeling Queen has been known
eyes peering out from underneath. to slip up on occasion, missing a cue that
Chrysalis possesses much the same might lead to her unmasking (particu-
power as her Changeling minions; larly if the victim of her impersonation
shapeshifting, flight, magic, and the abil- if found).
ity to feed on love. Any power a regular As for the swarm, while Chrysalis her-
Changeling has, however, Chrysalis has self has a keen mind for strategy, such ad-
a more powerful version. Of particu- vanced thinking is somewhat beyond the
lar note is Chrysalis ability to feed on standard Changeling grunt, who is typi-
love. When fully fed on a stream of love, cally content to bash its head against
Chrysalis is nigh-unstoppable, capable of a wall until the wall falls. Chrysalis
toppling even Princess Celestia in direct also tends to get caught up in the
magical combat. thrill of conquest and victory,
Added to this is Chrysalis outstand- allowing subtle ponies to
ing aptitude for shapeshifting. While all act without her noticing-
Changelings can shapeshift, none can -an oversight
match the impeccable quality with which that could eas-
Chrysalis can assume the identities of ily cost her the
others. Where the average Changeling battle and her
can create a passable facade, Chrysalis meal.
creates a copy nearly indistinguishable
from reality, capable of fooling even her
targets closest companions.
In addition to the standard Changeling
goal of feeding on love herself, Chrysalis
possesses a motherly instinct to feed her
hives macabre hunger. To accomplish
their goal, Chrysalis leads raids on civi-
lizations ripe with love, subverting them
and conquering them to be left as
food supplies for her Changeling
horde. Chrysalis often
infiltrates a civilization,
wearing away at its de-
fenses while her hive
waits on her signal.
When the time is
128
Diamond Tiara & Silver Spoon
Diamond Tiara is a pink filly with a nipulation and social pressure instead of
periwinkle and white striped mane, and a brute force.
cutie mark of a crown like her namesake. Diamond Tiara and Silver Spoon work
Silver Spoon is a gray filly with white hair differently depending on the age of those
and similarly named with her cutie mark. facing them. Against a group of young,
The trait both of them share is the sense school-age colts and fillies, the pair try to
of arrogance and entitlement each one intimidate, scorn, and otherwise harass
radiates. They are thus often encountered their way to getting whatever petty thing
together. they want. As such, they can be defeated
Being young, school-age fillies, Dia- largely by standing up to them. By not let-
mond Tiara and Silver Spoon pose al- ting themselves get pushed around, Dia-
most no threat to an adult pony; but to mond and Silvers victims gain strength.
a foal, particularly a blank flank, the pair For adults, it is an entirely different
can be the most frightening part of any matter. While the pair--as mentioned-
day. While physically unimpressive, these -hold no sway outside the schoolyard,
two fillies rule the school in Ponyville, what power they hold there can leak dis-
and will make life miserable for anypony turbingly into the town at large. Whether
they think worthy of scorn (which usu- it be a personal issue, such as a younger
ally includes anypony who doesnt bow sibling or child coming home in tears
down to them). and unwilling to go to school, or some-
Diamond Tiara and Silver Spoon have thing far greater, such as an ill-conceived
very simple motives: tear down the self revenge attempt during a town parade,
esteem of others in order to increase these two bullies carry a frighteningly
their own. They are nothing more than large potential for causing disaster.
common schoolyard bullies, using ma-
129
Discord
Discord is the one known example of
a mysterious species known as a Dra-
conequus, which, as the name suggests,
is a bizarre cross-breed of draconic
and equine features. While he is
a powerful shapeshifter capable
of taking on nearly any form
that suits him, Discord prefers apolo-
assembling himself as a hodge- gised for
podge mix of several creatures, his previous,
sporting a goatlike head, grif- evil ways and
fon claws, lions paws, hooves, joined with Princess
horns, and wings. The only as- Celestia for some unknown
pect that carries over no matter cause. However, all is not necessar-
what form he takes is a set of eerie, ily well. After all, before, Discord
yellow and red eyes. was strangely predictable:
As the primal spirit of chaos and cause chaos, take over the
disharmony, Discords abilities border on world. Now that he no
the omnipotent. The draconequus talent l on g e r aims for that goal, he
for causing chaos is unmatched: animat- has become even more unnervingly cha-
ing objects, defying gravity, changing otic. After all, wheres the fun in making
the weather in natural and unnatural sense?
ways, twisting the bodies and minds of Discords strength is seemingly unlim-
animals, and even effortlessly controlling ited, although he does carry a few weak
the sun and moon are only a small sam- points. First, the draconequus is a pride-
ple of his true power. In short, if it can ful creature, letting would-be opponents
cause chaos in any way, shape, or form, swing futilely at him before shooing them
odds are Discord has a way of doing it. away. However, with the right magical
Discords main goals were to reclaim punch from the right source, such as the
his hold on the world and reshape it back Elements of Harmony, that one chance
into its primal chaos. With his near limit- to strike might be all thats needed. Addi-
less power and the ability to turn friends tionally, Discord has been known to take
against each other by social and magi- favor, and even show compassion, to-
cal means, this would be a trifling task wards those who treat him with respect
without the intervention of the Elements and kindness, and may just possibly be
of Harmony. However, Discords mo- willing to put the needs of others above
tives seem to have changed. He recently his own--for a little while, anyway.
130
The Flim Flam Brothers
Flim and Flam are nearly identical fore anypony is the wiser. Typically, the
Unicorn stallions, with only Flams mus- pair will arrive with some new invention
tache and their different cutie marks to and a con to cut costs or get materials for
differentiate them. Both brothers have a the device for free. However, anything
yellow coat with red and white manes, of- the brothers can soak from the town is
ten covered by straw hats and barbershop fair game. If challenged, the brothers will
vests which give them a trustworthy, All- gladly put their machine to the test, hop-
Equestrian look. Flim is clean shaven, ing to show the legitimacy of their inven-
with a green apple slice for a cutie mark, tion.
while Flam is mustachioed, with a red The Flim Flam Brothers greatest
apple missing a slice for his mark. strength is their ability to work a crowd.
The Flim Flam Brothers are consum- Within minutes, the pair can get an en-
mate conponies, capable of turning a tire town on their side, even rallying
crowd to their cause with ease and trap- against one of their own. While most of
ping unwary ponies into shady deals and this ability stems from Flim and Flams
impossible-to-win competitions. More excellent charisma and stage presence, a
dangerous, however, is the twins legiti- good portion comes from the legitimate
mate genius when it comes to magical impressiveness of their machines.
technology, creating amazing magic- However, the brothers have a tendency
fueled marvels that could--in the right to get overconfident with their machines,
hooves--improve the lives of ponies ev- and should that confidence be shaken,
erywhere. Unfortunately, the brothers the brothers crack under pressure. For-
hooves are anything but the right ones. tunately, Flim and Flam know when the
The Flim Flam Brothers goals are jig is up, and do not hesitate to make a
simple: ride into town, con some bits out swift exit (stage left) if the crowd turns
of the population there, and get out be- against them.
131
Gilda
Gilda appears as most griffons do, Gilda somewhat complacent in her sta-
with an eagles head planted on a lions tus as top dog. When a pony does stand
body and strong feathered wings grow- up to her, Gilda is often unsure exactly
ing from her back. Her eyes are fierce, how to proceed, short of more threats of
and her beak betrays a confident, almost violence. Additionally, Gilda does harbor
cocky, smirk. She is a skilled flyer, on par some affection for Rainbow Dash as a
with Rainbow Dash. Beyond that, Gilda friend, and might be able to see reason if
has all the talents most griffons do: sharp Dash (or possibly anypony else who has
eyes and equally-sharp claws. Gilda is managed to earn
also known for her supreme confidence, her respect)
a talent which helps her strongarm her is the one to
way through the less charismatic. speak with
Gildas goals are simple: to get what she her.
wants at any given time, stepping over
whoever she needs to in order to reach
it. Typically, she achieves this goal with
bullying and intimidation, using her size,
power, and raw charisma to cow whoev-
er would stop her from taking what she
wants, when she wants it.
Gilda possesses a unique combina-
tion of power and charisma that makes
it very difficult for many ponies to stand
up to her. However, this easy life makes
132
frontation until her enemies are upon
her. If forced into a direct confrontation,
Nightmare Moon Nightmare Moon prefers to fight her
battles with social combat, using her own
Nightmare Moon is a tall, elegant supreme confidence to sow the seeds of
black mare, with a slender frame con- doubt in the minds of her enemies. Only
cealed behind gleaming dark armor. A when their wills are broken will Night-
wispy mane infused with starlight flows mare Moon resort to physical force.
through the top of her armored helm. Nightmare Moon is a powerful spell-
Her eyes shine with a malevolent gleam, caster, one of the most powerful in
and each move she makes carries the Equestria. Between her spells and the
weight of arrogance. social graces learned from her time as
First and foremost, Nightmare Moon royalty, Nightmare Moon is dangerous
still holds the spirit of her true self, Prin- in both physical and social combat. To
cess Luna, within her. As such, Night- make matters worse, Nightmare Moon is
mare Moon possesses all the powers of an aspect of Princess Luna, and the mere
her uncorrupted self, save for control fact of her existence removes Luna as a
over the Elements of Harmony. As an possible ally for dealing with the threat.
Alicorn, Nightmare Moon also possesses However, as the saying goes, the big-
potent magical abilities, with significant ger they are, the harder they fall. Night-
control over all aspects of spellcasting. mare Moons power has made her proud,
Nightmare Moon is above all else and prone to making mistakes. Despite
haughty, and supremely confident in her power, Nightmare Moon flaunts her
her ability to succeed. As such, she en- skills, preferring to play with her enemies
joys playing games with those who try for far longer than is tactically sound,
and thwart her plans, attacking at range and monologuing when she really should
with her magic and avoiding direct con- be dealing the finishing blow.
133
King Sombra is severed from the whole.
Ever since his return, Sombra seeks
King Sombras appearance varies, de- only two things: to reclaim his rule over
pending on his power. After being sealed the world, and to enslave all who oppose
away in antiquity, Sombras form appears him. Despite his megalomaniacal goals,
more as a sentient shadow than anything however, Sombra still possesses a cun-
else. Should his power grow (with the ning mind. Sombras favorite tactic is to
weakening of the Crystal Heart), how- set traps and defenses, ready to strike
ever, the ancient Unicorn king can take against anypony foalish enough to enter
on a form closer to what he was in days his realm. Sombra plays the long game,
gone by. In the past, Sombra was a large, waiting for his enemys strength to wane
dark grey Unicorn with a flowing black before surging forward with overwhelm-
mane. His horn pulses with a malevo- ing force.
lent red glow, occasionally crackling with Any place already under Sombras
ominous black lightning. On his back, control is held with an iron hoof, with
Sombra wears a kingly red ermine-lined its inhabitants kept in a state of constant
cape, paired with steel barding to protect disenchantment and despair. Without
him from any who would try and disrupt hope or love, the captured populace has
his rule again. no chance of defeating the evil king with-
Sombra possesses every ounce of the out outside intervention.
magical ability one would expect of a Sombra is strongest when entrenched
millennia-old Unicorn king. He favors in his own territory, capable of laying
shadowy spells, making particular use traps to wear down the strength of those
of black crystals. In addition, Sombras who would oppose him. Furthermore,
condition as a living shadow make him Sombras powers of regeneration make
cloudy and insubstantial, not only allow- him nearly impossible to defeat without a
ing him to avoid most physical harm, but powerful source of magic such as the Ele-
also to regenerate any part of himself that ments of Harmony or the Crystal Heart.
134
The Great
And Powerful
Trixie Lulamoon
Trixie is a young blue Unicorn mare with long, sil-
ver hair. Her cutie mark, a wand crossing a cape in the
shape of a crescent moon, is often covered by
her favorite purple, star pattern cloak. herself
Finishing her outfit is a large, impressive in order to
wizards hat which matches the cloak. increase her
Trixie is a skilled spellcaster (al- renown. If
though not as skilled as she confronted,
would have you believe). By Trixie will
combining spell effects typically chal-
in creative ways, Trixie possesses lenge those op-
the unique skill of appearing as a highly posing her to a game and attempt to use
competent caster. In truth, most of the magic in whatever way will show up her
magic she is capable of performing turns opponent in front of the crowd. If defeat-
out to be no more powerful than a pared, Trixie will pack up quickly, mending
lor trick, however visually impressive it her pride and convincing herself that she
looks. is still the greatest and most powerful in
Trixies more subtle, and more danger- all of Equestria.
ous, ability lies in her talent for working Trixies greatest strength, as has been
a crowd. She may be a liar and a braggart, already mentioned, is her magical skill,
but theres no denying a certain level of particularly at deception. When per-
charm she possesses, a force of personal- forming, Trixies deceptions allow her
ity which draws crowds and fans to her to appear to have a much wider range of
wherever she goes. Her showboating power than she really has, which is useful
ways may annoy some, but at the very for impressing spectators and intimidat-
least, they draw an impressive crowd. ing Neighsayers.
Trixies goals are simple and straight- Additionally, Trixies magnetic per-
forward: amass fame and fortune to match sonality pulls other ponies to her out
her astounding abilities. She travels of admiration, and an encounter with
from place to place in her cart, putting Trixie usually means an encounter with
on a show, charming the ponies of the her fanbase as well. However, these fans
town, and getting out of town before any- are frequently more trouble than theyre
pony can realize her game. Wherever she really worth.
is, she attempts to spread rumors about
135
Premade Episodes
I like helpin the pony folks... an stuff...
~ Applejack
Premade Episode for a game group and help a new group
get into the style of S3E. Secondly, they
Overview are written in different themes and styles,

with different emphasis between them, to
This chapter contains three premade show not only that creating an Episode
Episodes which are ready to play; a for S3E can be done in several ways ac-
CMC-style Episode, a Slice Of Life-style cording to your personal tastes, but also
Episode, and an Adventure-style Epi- that given Episodes can have very differ-
sode. These premade Episodes serve two ent themes and structures of organiza-
purposes: first, they can provide content tion and still work.
Frights And Nightmare Nights

A Canon-themed Cutie Mark Crusader-style Episode suitable for beginner players
and characters of Youth tier. Created and written by Emerald Dusk.
The Intro The Village Square

Its Nightmare Night in Ponyville! The The square is filled with events set up
full moon rises ominously in the sky as you for Nightmare Night. The air is filled with
all meet outside Sugar Cube Corner. Po- dance music, played by a live band on a
nies in all manner of costumes pass on by, stage set up to one side of the square. Fill-
as other groups of foals travel from house ing the rest of the square are several games
to house, collecting candy. Several games being run by Applejack, who is currently
have been set up in the town square. Some dressed as a pumpkin. Over by the band,
groups of ponies head into the Everfree a sign advertises a dance contest, set to be
Forest, where Zecora the Zebra has been starting soon.
telling a new version of the tale of Night-
mare Moon. The games available to play are the Spi-
der Toss (a Throwing Task, Difficulty 10
At this point, the PCs are free to decide to hit the web), Pumpkin Chunkin (an
exactly what they want to do. Friendly Artillery Task, Difficulty 10 to work out
neighbors hand out candy at houses, the angle on the catapult) and Bobbing
and the PCs are encouraged to get some for Apples, (no roll needed, as the player
candy that they can leave as an offering to gets an apple eventually.) If the PCs win
Nightmare Moon later on. In the square, at any of the games, they receive a bit of
several games and events are set up. extra candy from Applejack.
137
The Dance Contest which the second will reply No, it was
a medusa! The third chiming in Youre
If the PCs choose to participate in
both wrong, it was a chimera! All three
the dance contest, they find themselves
of them are right, and wrong. For more
competing against a few other ponies in
information, see The Monster below.
groups of three. The contest itself is an
Right now, the goal is to set the scene for
opposed Dancing Task (choose the par-
the encounter with the monster later on.
ticipant with the highest Heart, with the
other two contributing a Harmony bo- Zecora, The Everfree Forest,
nus), with the highest group winning the And The Mantichimera
contest. Feel free to give out extra bonuses
Eventually, whether to investigate the
to the group if they give a good descrip-
monster or to visit Zecora, the party will
tion of their performance. The other two
want to travel to the Everfree Forest.
teams have an effective Dancing score of
Pinkie Pie, dressed again as a chicken,
+5 and +7, including Harmony bonuses.
is guiding a group of foals through the
The group sizes, and consequently the
group, or the party can choose to go by
scores, may be altered to accommodate
themselves.
larger or smaller parties. Each member
of the winning team is given a shiny gold The Monster: About halfway down
medal for the contest. the path from Ponyville to the statue of
Nightmare Moon, the group is attacked
Rainbow Dash by a strange and terrible creature.
Flying around the town square is Rain-
bow Dash, dressed as a Changeling, who A terrible monster jumps out of the
is playing pranks and scaring ponies, bushes, surrounded in a strange, green
as usual for Nightmare Night. If Dash smoke. The beast has the body of a lion,
sneaks up on the PCs, shell attempt to with a scorpions tail, much like a man-
scare them. Have the players make a Dis- ticore. Unlike a manticore, however, the
cipline roll against Dashs Thunderclap. lions mane is made up of a writhing mass
(Difficulty 12). On a success, the charac- of snakes. Additionally, two other heads, a
ter is slightly startled by the loud noise, goat and a dragon head, spring out from
but otherwise unaffected. On a failure, either side of the lions head. As it emerges,
the character is scared by the thunder, all three heads give off a fearsome roar!
and loses 1d6 points of Willpower.
The party must make a Discipline
Scared Friends check to resist the monsters roar. If trav-
At some point while the players are eling with Pinkie and her group, Pinkie
enjoying the different events during the and the other foals traveling with her will
night, several scared ponies, classmates flee immediately. The chaos and confu-
of theirs from school, run up to them. sion add to the fright (Difficulty 13). On
a failed roll, a character takes 3d6 Will-
A monster! power damage, and still takes half even
A ghost! on a successful roll.
A ghost of a monster! After the initial shock, the party has a
chance to strike back against the mon-
The foals tell the PCs about a monster ster, aid others in the group who may
of some kind lurking in the Everfree For- have been sidelined by the monsters
est. When asked about the monster, the roar, or any other task they feel is ap-
first will reply It was a manticore! to propriate. On its turn, the monster will
138
try to frighten the party, growing more Zecora: If the monster is defeated,
fierce each round for three rounds or so, the party can ask Zecora for help. When
at which point it will vanish. The beast it- the monster is described to her, Zecora is
self is an illusion, caused by a young Uni- skeptical. She claims she has never seen a
corn colt named Spooky Shivers hiding monster quite like that before, and chalks
in the bushes, and any physical interac- it up to childish imagination (which, to
tion with it will dispel it. Should the party be fair, it is). Given a bit of convincing
avoid being routed for three rounds, or (Persuasion Difficulty 13), Zecora will
dispel the monster, Spooky will retreat admit that perhaps the monster is some-
back into the forest to avoid being found. thing she just hasnt seen. If the green
Where the story progresses from here smoke, or the monsters sudden disap-
depends on how the party did fighting pearance is mentioned, however, Zecora
the monster. is a bit more keen on the situation. She
Routed: If the entire partys Will- shows the party an illusion of Nightmare
power was Sidelined by the monster, Moon, using her own magic, which car-
they drop everything they were holding, ries the same strange green smoke. She
including their candy, and flee back into tells the PCs that the monster is an illu-
town. Back in the town square, the group sion, which means that somewhere near-
has the opportunity to rest and regain a by, there must be an illusionist.
bit of Willpower from their ordeal, and Spookys Cave: After following the
make a new plan. If the group is stuck, trail of candy, the party reaches a cave on
offer Rainbow Dashs assistance: the other side of a small ravine. Getting
across the ravine is a relatively simple
Hey, squirts. You guys look pretty task, resolved in whatever way the PCs
shocked, even for Nightmare Night. You see fit (jumping, making a log bridge,
see a ghost, or something? vine swing, etc.)
Dash eventually agrees to come along As you approach the cave, you are star-
with the party back to where they found tled by the sudden rush of bats fluttering
the monster. In the clearing, they find out of the mouth of the cave. Peering in,
that all their candy is gone, and can in- you see only darkness, even with the light
vestigate the scene. of the full moon shining down into the
Victory: Should the monster be dis- maw of the earth in front of you.
pelled, whether by Spooky retreating or
physical interaction, the party is free to The darkness in the cave is magical,
do a few things. First off, if the group to mask Spookys lair from anyone who
doesnt investigate the cause of the mon- comes snooping around. When Spooky
ster, and simply goes on claiming they hears the party coming through the cave,
defeated it, soon enough new reports of he hides behind some rocks and con-
the monster returning to terrorize ponies jures up another illusion to try and scare
start coming up, putting the party back the party from the darkness. Just like
on square one. The party can investigate Spookys other illusions, however, this
the area, and a good check (Investigation one can be dispelled by physical interac-
Difficulty 10) will uncover hoofprints in tion, and if the party was able to defeat
the mud off the beaten path, as well as a the first illusion, they receive a bonus die,
trail of candy leading through the for- as if they had an appropriate Tool, on
est. Following this trail leads to Spookys their Discipline rolls to resist fear. Once
cave. the party makes their way through the
139
darkness, they are met with the follow- Zecoras Tale
ing sight: Gather round, children, and learn of a
tale
The darkness gives way suddenly to Of how even the mightiest sometimes
the light of a small lantern perched upon a can fail.
rock. Scattered around the cave are several Long ago, the princess of the moon,
bags of candy, much more than a single Decided to play by her own tune.
pony could eat. Two books, Creatures of Banished was she for one thousand
the Everfree Forest and Old Mares Tales: years
Scary Stories to Tell by the Light of the A millennium filled with her rage and
Moon sit open by the lantern. her tears.
When she returned from her banish-
This area is Spookys lair, where he ment once centuries past
set up shop to hoard the candy he had She found that the customs had
been collecting from all the ponies he changed, and changed fast.
had scared on the road. Should the party Shed become a figure of fear and deri-
make it this far, Spooky realizes that the sion
jig is up, and surrenders. He explains And so she decided to make a revision.
himself, and the party is free to take She took up some fangs, and illusions
Spooky, and the candy back and return it and more,
to its rightful owners. To set about scaring ponies who stepped
Spookys Story out their door.
A week or so ago, Spooky Shivers dis- So beware, for fair Luna yet lurks in the
covered his Cutie Mark, a ghost repre- night
senting his skill in scaring ponies. One To fill you with fear on this dark Night-
day, he plans to become a famous horror mare Night.
movie director in Applewood, but until
then, theres Nightmare Night, and all the
candy that comes with it.
Spooky realized that he could use his
talent on Nightmare Night to get huge
amounts of candy by scaring it off of all
the other foals. Setting up shop on the
path to Nightmare Moons statue,
a path he knew would be busy
with foals taking candy offerings,
Spooky conjured up his illusions
whenever a group walked by with
candy, and once they had run off,
took the candy back to this cave
to hide.
140
Rodeo And Lariette
A Fanfiction-themed Slice Of Life-style Episode suitable for intermediate players
and characters of Adult tier. Created and written by Emerald Dusk.
The Intro visit the various stalls set up in the plaza

and sign up for the Rodeo.
The normally urbane city of Canter-
lot bustles with country flair as cowpo- The Stalls
nies from all over Equestria arrive for the The plaza outside the Coliseum is
Equestrian Rodeo Competition. The high loaded down with stalls selling different
class fashions the city is usually known for items and equipments. Quality ropes,
have been swapped out for Stetsons and spurs, and other tools for wrangling are
leather boots. For your own reasons, you available at one, delicious foodstuffs are
have found your way to Canterlot Coli- available at several others, from apples to
seum, the center of the chaotic country cherries to pies to fritters and an almost
western show. uncountable amount of other food stalls.
The Coliseum is filled with ponies, all From one stall, a set of shrill young voic-
working on various tasks to prepare for es cry out for customers.
the coming championship. A line has al-
ready formed at the registration booth just Cutie Mark Crusader
outside the stadiums entrance, and several Culinary Cart Clerks!
food carts are set up around the walkway Should the party investigate the voices,
leading in, each selling different, but uni- they will quickly discover that the CMC
formly delicious-looking, fare. have set up shop in the Apple familys
stall, trying to sell a host of different
Each of the PCs should have some rea- apple-related dishes. If pressed on why
son for attending the competition; selling they are running the shop, as opposed to
goods or food at the event, watching a anyone else, Apple Bloom cheerfully ex-
friend or family member compete, com- plains that AJ is off on some important
peting themselves in the competition, or business for the Princess (if AJ isnt one
just being there to spectate are all viable of the PCs, that is), and that Big Mac is
reasons, as well as any other logical ex- competing in the Championship in her
planation. place/alongside her. With Granny unable
As soon as the group arrives at the to make the train ride to Canterlot, that
gates, the immediate things to do are to leaves Applebloom and her friends to
141
work the stall. about the fight as the others of their fam-
The CMC can be a valuable ally to par- ily). Calamity can answer any questions
ties who ask for their help. The three will the PCs might have about the two fami-
travel around the Rodeo in shifts, per- lies, as well as the Rodeo in general.
forming whatever minor tasks the group
asks them to do, usually yelling some Who were those ponies?
variation of CUTIE MARK CRUSAD- Those families were the Mountagues
ERS WHATEVER OUR JOB IS! before and the Canterlets, also known as the big-
running off. The CMC will succeed at gest pain in mah flank since I started run-
any mundane, easy task, but asking any- nin this competition. See, the Canterlets
thing complicated or specific of them, come from a pretty well-to-do family here
such as setting a trap, will most likely fail in Canterlot, and they raise sheep and the
in a humorous way--somehow involving like for high quality fabric to sell in the
tree sap. city. The Mountagues, on the other hand,
The Mountagues And The see this as some sort of insult to the Earth
Pony Way of doin things, and aint exactly
Canterlets happy with some Unicorns comin in and
After the party has had some time competin against em with magic.
to acquaint themselves with the Rodeo
Grounds, the party hears several loud, What about the foals?
angry voices, and notice a small crowd Well, the colts Rodeo, the Mountagues
gathering around the registration booth. youngest. Its his first year competin in the
At the center of the crowd, the party finds Championship. As for the filly, thats La-
the source of the yelling; two families, riette, the Canterlets youngest. Magic or
one of Earth Ponies, one of Unicorns. no, shes the one to watch when it comes
Face to face between the two families (the to a rope.
Mountagues and the Canterlets), heads
nearly locked, are two middle aged stal- What are the rules of the Rodeo?
lions seemingly leading the argument. The Championship is goin te be run
over the next three days, with three events
Our familys business is precisely as each day. Whoevers got the most blue
legitimate as yours! The Unicorn stallion ribbons after the three days events will
yells. be crowned Equestria Rodeo Champeen.
Easy as fallin off a log.
Please. You highfalutin Unicorn
fancies dont know anythin about real What sort of events can we expect?
ranchin. The Earth Pony stallion replies. Well, I cant give too much away, but
therell be the usual; Bull Ridin, ropin,
The two families keep arguing until racin, as well as a few other special events.
they are broken up by either the PCs,
or Calamity Mane. Calamity is running The First Days Events
the Rodeo this year, and is in no mood That afternoon, the first day of the Ro-
to deal with the feuding families. Both deo events begins with the Hurdles, the
the Mountagues and the Canterlets sulk Hay Throw, and the Wrangling Competi-
off shortly after. (A DC 20 Observation tion.
check notes that two young ponies, a colt Participating in the tournament, other
among the Mountagues, and a filly with than any PC who wishes to join, are:
the Canterlets, seem a bit less enthused
142
Rodeo Mountague Hay Throw
Lariette Canterlet Several tightly bound bales of hay line
Big Macintosh (if not a PC) the edge of the center field, on the edge
Wild Bull Hickok of a ruled line. Each contestant gets two
Sawdust throws! Jane shouts into her loudspeaker.
Brawny Boulder Furthest throw wins the gold!
Cherry Cobbler
Their modifers for each event will The Hay Throw is probably the most
be listed at the bottom of the event, al- straightforward contest in the Cham-
though GMs are encouraged to modify pionship, but also one of the ones most
these numbers or add new contestants as likely to start a fight. Each contestant gets
they see fit. two chances to throw the hay bale as far
Hurdles as they can, using a competitive Throw-
The outer edge of the Coliseum is lined ing check. Lariette, however, takes a dif-
with hurdles and small ditches. The con- ferent approach: using her control over
testants line up at a starting line, where ropes, Lariette uses her magic to teleki-
Calamity Mane stands with a large bell. netically throw her bales, (adding her
Three Laps around! Calamity shouts Talented racial trait into her throwing
into a loudspeaker as the contestants fin- scores.) This use of magic, in the Moun-
ish lining up. Five second penalty for each tagues eyes at least, constitutes cheating,
hurdle missed! That clear? Good. Three! and the family will raise a massive fuss
Two! One! GO! after the event is completed, especially if
Lariette wins.
Each lap of the race requires two Ath-
letics checks, one flat Leaping roll of 15 Rodeo: +6 Throwing
to clear the hurdles successfully, and one Lariette: +10 Spellcasting
competitive Running roll against the oth- Big Macintosh: +7 Throwing
er contestants to determine who is in the Wild Bull Hickok: +6 Throwing
lead. If a contestant doesnt clear the hur- Sawdust: +5 Throwing
dles, the penalty sets them back 1 point Brawny Boulder: +6 Throwing
from their final lap score for each num- Cherry Cobbler: +5 Throwing
ber under the DC 15 required to clear Bull Riding
the hurdles. (For example, Big Macintosh As the sun begins to set on the first
rolls only a 12 on his Athletics check to day of the competition, the coliseum has
clear the hurdles, and a 17 on his Athlet- been converted into an arena. The mark-
ics check for the lap. Meanwhile, Rodeo ing lines from the Hay Throw have been
rolls a 16 on his roll to clear the hurdles, stripped away, and a powerful-looking
but only a 14 for the lap. Big Macs pen- bull waits in a small corral made out of
alties, however, bring his speed down to one of the arenas entrances. Calamity sits
14, neck and neck with Rodeo.) in an observation box on the edge of the
arena, speaking once more into her loud-
Rodeo: +5 Leaping, +6 Running speaker. Whoever can keep themselves on
Lariette: +6 Leaping, +5 Running ol Durham there longest without gettin
Big Mac: +4 Leaping, +7 Running bucked wins the gold!
Wild Bull: +3 Leaping, +8 Running
Sawdust: +4 Leaping, +5 Running Each round, Durhams bucking gets
Brawny: +5 Leaping, +6 Running more intense, hoping to knock off each
Cherry: +6 Leaping, +5 Running
143
contestant. For every three seconds on sure no one is following him. Waiting for
the bull, the rider must make either a him there is Lariette, eager to see him
Balance check or a Riding check in order again. As long as the PCs dont make
to stay on his back. On the first check, the themselves known, the pair spend about
DC is 12. Every three seconds, the DC an hour being together, complementing
increases by 1 until the rider is unseated. each other on their performances during
If two or more contestants last until the the competition, being lovey-dovey, etc,
same round, the highest result denotes before splitting up with a kiss and return-
closer times. (For example, Rodeo and ing to their families camps. If confronted
Big Mac both last 4 rounds against Dur- when together, Rodeo looks panickedly
ham. Rodeos last Riding check was a 17, at the PCs and begs them not to tell their
while Big Macs last Balance check was a parents. The pair explains their situation
15. The end result was that Rodeo stayed and once again pleads for secrecy.
on for 13 seconds, while Big Mac stayed The Lovers Story
on for 12 seconds).
The Mountagues and the Canter-
lets have been feuding for generations,
Rodeo: +8 Balance / Riding
and so the young Rodeo and Lariette
Lariette: +8 Balance / Riding
had been meeting in secret for the last
Big Macintosh: +6 Balance / Riding
several years. They met at the Champi-
Wild Bull: +6 Balance / Riding
onship about 5 years ago as a complete
Sawdust: +8 Balance / Riding
accident. Both had been playing under
Brawny Boulder: +7 Balance / Riding
the bleachers of the arena, down in the
Cherry Cobbler: +7 Balance / Riding
basements, when they met. Each year
After The First Days Events since, while their families fought in the
Almost immediately after the first coliseum above, the pair would meet
days events end, another ruckus breaks each night in the basement to spend time
out between the Mountagues and the with their forbidden friend. Eventually,
Canterlets. While the families are argu- romance blossomed between the two.
ing about Lariettes use of magic during (Something about the forbidden nature
the Hay Throw, have the PCs make an of the relationship, mixed with a hint of
Observation check at Difficulty 18. If teenage rebellion, they think--although
successful, the PC notices a bit of non- Rodeo quickly amends his answer to in-
verbal communication from Lariette to clude Lariettes beauty and wit.) The pair
Rodeo. At Non-Verbal Difficulty 23, the now find themselves in a tricky situation.
PC picks up the gist of it: Meet me to- They would love to get married, with Ro-
night in the Coliseum basement. deo living on the Canterlets ranch as a
cowpony. Their families, however, would
The First Night never allow that. The Mountagues would
Allow the PCs some free time to do never accept their son living with their
whatever they please after the first day hated enemies, the Canterlets would
of the competition. At some point dur- never let an enemy agent live on their
ing the night, however, A DC 14 Obser- property, and both families would balk
vation check notices Rodeo sneaking off at the concept of marriage. As it stands,
during the night. If Rodeo is confronted, the mere mention of the lovers plight to
hell make some minor excuse, going to their parents would be tantamount to a
the outhouse, getting a drink, etc, and declaration of war.
scurry off. If followed, Rodeo heads to What the PCs intend to do with this
the basement of the Coliseum, once hes information is up to them, although as
144
the lovers point out, their families would contestants make opposed Weightlifting
riot in the streets if the lovers secret was rolls until one wins three times. The win-
exposed. The best course of action would ner goes on to face the next pony in the
be to sit on the information until an op- bracket.
portunity presents itself.
The Second Days Events: Bracket A
Rodeo: Weightlifting +2, versus
Roping Lariette: Weightlifting +4
As soon as the mornings competitions (Lariette will win this match)
start, the first event, the Roping compe-
tition, is already set up. Three moving Big Mac: Weightlifting +8 versus
targets are set up in increasing distances Wild Bull: Weightlifting +9
from the start line, at increasing inter-
vals. Each contestant, Calamity explains Bracket B
through her bullhorn, will receive two Sawdust: Weightlifting +5 versus
attempts to rope each target. The closest Brawny Boulder: Weightlifting +6
target is worth 1 point (DC 10), the mid-
dle target is worth 3 points (DC 15), and Cherry: Weightlifting +4 versus
the farthest target is worth 5 (DC 20). The PC: Weightlifting (+X)
Rodeo: +5 Rope Tricks If more than one PC is competing, ar-

Lariette: +16 Spellcasting range extra matches or buys as needed.
Big Macintosh: +7 Rope Tricks Either way, notice that Rodeo and La-
Wild Bull Hickok: +6 Rope Tricks riette must face each other, and Lariette
Sawdust: +5 Rope Tricks will win. Perceptive PCs will note that
Brawny Boulder: +3 Rope Tricks Rodeo looks distracted by his choice in
Cherry Cobbler: +6 Rope Tricks opponent, and his family sees it as well.
After their match, the Mountagues will
If Lariette wins the contest, (which begin complaining again that the Can-
she likely will, given her gift with ropes), terlet floozy is trying to seduce their
the Mountagues will nearly rebel at the son.
prospect of Unicorn magic being used
to cheat in the contest. Lariette will of-
Pie Eating
The third event of the day is the pie
fer to do the event without use of magic
eating contest, which never truly gets
(which will reduce her bonus to +7, with-
underway. Calamity yells into her micro-
out the aid of her Talented racial ability-
phone at the start of the match:
-still enough to be more than compe-
tent.) Regardless of the outcome of the
A Champeens gotta have a steady eye,
scuffle, both families will be on edge for
a straight shot, and a strong hoof. But that
the rest of the day, a situation which can
doesnt mean they cant pack away the pie,
quickly escalate if the PCs dont act.
too! Whoever eats the most pies in 15 min-
Hoof Wrestling utes, wins! And of course, no hooves! Or
At the beginning of the second event horns!
of the day, each contestant is lined up on
either side of a long table in the middle The PCs note that both Rodeo and
of the Coliseum grounds for the Hoof Lariette are missing during the event,
Wrestling competition. The rules, from a and that the pairs fathers have taken
mechanics perspective, are simple: both their places. The contest, as scheduled,
145
would be determined by a series of three
Several events go on the second
Gourmet checks, with every 10 points of
night, and its largely up to the PCs to
the total roll representing one full pie.
do a little investigation work to figure
However, the contest never reaches its
out whats going on before things get
conclusion. About 5 minutes into the
out of hand in the final days events. If
competition (after the first roll is made,)
the PCs dont initially want to get in-
the contest is thrown into shambles. Ei-
volved with investigation, give them
ther Mountague or Canterlet, whoever
a few hooks to maybe catch their in-
is further behind at the moment, makes
terest. Tybit and Mountague may
an impulsive decision, and throws one
be caught sneaking about the rodeo
of the cherry pies at the other. The oth-
grounds at dusk, yelling may be heard
er angry stallion returns fire, tables are
from the Canterlet camp, and so on.
flipped, more contestants get involved,
Dont railroad the PCs into investigat-
and the conflict escalates to a full-scale
ing, but know that a lack of info now
pie fight if the PCs dont intervene (that
can lead to a much harder time later.
said, they may not want to stop the com-
motion... hint-hint, if anyones playing Grounded Lovebirds
Pinkie Pie...). Both Rodeo and Lariette have been
After about 3 rounds of fighting, Ca- completely forbidden from wandering
lamity Mane steps out onto the field, try- the fairgrounds that night, which leads
ing to calm the scene, and promptly get- to an argument between Lariette and her
ting hit with pies from both sides. When father regarding the place of a young filly
the pies run out one round later, Calam- in her family, and a young mares place
ity is furious, ejecting both Mountague in the world at large. Rodeo however is
and Canterlet from the competition, more reserved, as he sits plaintively by his
and allowing only Rodeo and Lariette familys campfire. If he spots one of the
to compete in the final days events. Any PCs, he surreptitiously calls one of them
more funny business from either side, over, (preferably a PC who was caught in
and both families are banned from the the crossfire during the pie fight earlier).
Championship forever. Under the pretense of apologising for his
familys behavior in the arena, he hands
Mountague: +2 Gourmet the PC a letter marked for Lariette with a
Canterlet: +2 Gourmet pleading glance.
Big Macintosh: +3 Gourmet
Wild Bull Hickok: +3 Gourmet Rodeos Letter
Sawdust: +5 Gourmet My dearest Lariette,
Brawny Boulder: +2 Gourmet I cant stand the pressure of this any-
Cherry Cobbler: +7 Gourmet more; the constant fighting, the constant
pressure of keeping our love a secret.
The Second Night Please, for the good of us both, let us end
The second night is largely a time for this feud tomorrow. After the Champion-
PC investigation, setting up the events ship is over, once we get a free moment,
of the next day, and an attempt for the let us ensure that, regardless who wins the
PCs to learn enough information to avert tournament, we win the day. Run away
tragedy. Listed here are all the events that with me, Lariette. Leave behind all this
happen on the second night that PCs senseless fighting. I have enough stashed
might stumble across during their down- away to get us to Hollow Shades, and my
time: friend Marecutio can help us out from
146
there. Meet me at the train station at dusk, deny everything, and their relationship
and well seek our own destinies, rather with the PCs will degrade. If the plot is
than being tied to one of pointless fighting. brought to Calamity Manes attention,
Your beloved, she will be worried, but without proof,
Rodeo there is nothing she can do. She does of-
fer to search the bullpen in the morning
What the PCs do with this letter is ul- (which will reveal nothing as Tybit plans
timately up to them, although delivering on installing the trap while leading the
the letter to Lariette is the ideal choice. cows in before the event starts) and sug-
Alternatively, the letter could be used to gest adjusting the roster so that Rodeo or
leverage either the Mountagues or the a competing PC is up first. If presented
Canterlets. Its a Daunting Challenge to with evidence, Calamity is livid. Not
get either family to budge, although the only does she cancel the last days events,
letter counts as an Appropriate Tool for but calls attention to the plot during the
any checks made to convince the fami- morning ceremonies, which has its own
lies to stop fighting, at least in regard to consequences. Lastly, the PCs can try and
their children, with one caveat: if the let- solve the problem themselves and hope
ter is used on a failed check, the resulting that they can avert crisis before it strikes
failure will count as a Critical Failure, re- the next morning.
gardless of what was actually rolled. Both
families are furious with the prospect of
The Final Days Events
their child eloping with the enemy, and The final day of the competition can
furious at the PCs for interloping. The vary quite a bit with what the PCs have
family refuses to speak further with the learned over the last two days. At the
PCs (and may destroy the letter, if they very least, it should be obvious by now
get their hooves on it). to any party that the families are feuding,
and that young Rodeo and Lariette are
The Mountagues Plot
getting caught in the crossfire. What they
Perceptive PCs might notice Moun-
may or may not know is exactly how Ro-
tague sneaking around with another colt,
who the PCs may know as Tybit, during deo and Lariette plan to run away, or the
the evening. The pair make their way Mountagues plan to humiliate and/or
to the Coliseum basement, where, after injure Lariette. As such, there are a great
making sure they werent followed, begin many things that could change how the
to plot. Mountague gives Tybit a small events of the final day play out. As such,
box filled with rubber snakes, as well as this section will detail what happens on
a large bag of bits. Tybit is instructed to the third day without any intervention
set the box above the bullpen before the from the PCs. It will then describe ways
Wrangling competition the next morn- the PCs can alter the course of events
ing. When the gate is opened for Lari- with the Star Crossed sidebar, and
ette to compete, the snakes will fall from
finish up with an overview of the final
the ceiling, the box connected by string
events which will not be reached without
to the gate, and the panicked cattle will
stampede, creating a situation that La- invervention to prevent the Mountagues
riette wont be able to handle. What the plot to disrupt the competition.
PCs do with this info is, like the letter,
up to them. They now sit on a reasonable
pile of information, and have the initia-
tive. If confronted, the Mountagues will
147
Wrangling Star-Crossed
The first days events start bright and This version of events is the Bad
early with the Wrangling competition. End, so to speak; the worst possible
Unfortunately, it will also be the last turn of events that could have hap-
event of the day. Lariette is slated to com- pened. The stampede could be pre-
pete first, and she takes her place on the vented in a number of ways, although
field. Meanwhile, that morning, while most depend on the PCs uncovering
the cows were being herded into the bull- the plot beforehand. If the PCs were
pen for the event, Tybit set up a small to bring proof of the plot to Calam-
trap in the bullpens gate. When the gate ity Mane, she will cancel the event, in
is opened, a box of rubber snakes will fall which case, a near version of the Af-
from the ceiling above the gate, frighten- termath takes place. If the PCs bring
ing the cows into a stampede. Normally, the plot to Calamitys attention, but
the Wrangling contest would, mechani- dont have some sort of proof to back
cally, be a simple test of three Rope Tricks up their claim, Calamity will suggest
or Command rolls, with the winner be- switching the order of the contes-
ing the contestant with the highest total. tants. This will put a competing PC
The stampede rampaging through the in the first slot. This gets Lariette out
arena however, will be out of Lariettes of harms way, but puts the PC right
control. Within 2 rounds of actions, La- in the center of it. The stampede is
riette is Sidelined from the damage she a Daunting Task to control, and ev-
takes trying to control the stampede. One ery round a character spends caught
round after the stampede begins, Rodeo in the stampede, they receive Severe
will wrestle free of his familys grip and (10d6) Fortitude damage and Heavy
jump onto the field to help Lariette, and (6d6) Willpower damage from the
be Sidelined one round after she is. constant trampling and collisions, as
well as the fear and chaos of the scene.
Rodeo: +11 Rope Tricks / Command If the PCs contact Rodeo or La-
Lariette: +9 Rope Tricks / Command riette and tell them in advance of the
Big Mac: +10 Rope Tricks / Command plot, Lariette will laugh it off, claiming
Wild Bull: +9 Rope Tricks / Command that she can handle anything those
Sawdust: +7 Rope Tricks / Command Mountague losers can throw at her.
Brawny: +8 Rope Tricks / Command Rodeo will take the threat slightly
Cherry: +7 Rope Tricks / Command more seriously, however. When the
The Aftermath event begins, he will be ready, and
When the dust settles, if nothing was joins the fray 1 round earlier. Between
done to avert disaster, both of the lovers his ability to work with animals, and
will be sidelined. Neither have suffered Lariettes roping skills, together, they
the ultimate grim fate, but both are badly are able to overcome the stampede.
injured. At this point, the Rodeo is called Lastly, skilled parties can undo the
off, and any chances of repairing the re- trap in the brief window after it is set,
lationship between the families is next to but before Lariette competes. If the
nil. A skilled speaker may still yet be able trap doesnt go off, the event contin-
to reconcile the families, citing the devo- ues as advertised, and Lariette easily
tion their children had for each other, but wins the competition. This causes its
at this point, it will be a herculean task to own problems, however, as another
accomplish. fight between the Mountagues and
148
Canterlets will break out just after Lastly, if the event is cancelled due
the event ends. How exactly this fight to the claims of sabotage brought for-
ends is up to you as the GM, as well ward by the PCs, the scene is treated
as how the PCs dice roll, but one just as it would be if the plot were
thing is for certain: this is the oppor- discovered during the event. The
tunity Rodeo and Lariette were look- families fight, the lovers slip away, and
ing for, and they will use it to escape. the PCs are left to clean up any loose
If the lovers are alerted to the plot ends that may still remain. Howev-
and the stampede is prevented, they er the story ends is up to the PCs at
will each have a few choice words for this point. As of the second night, the
their families once the event is over. PCs should have agency over what
Bolstered in confidence by each oth- exactly happens. Will the PCs be suc-
ers backup, the pair explain to their cessful, or will the Mountagues and
families the situation, and plead for Canterlets rivalry escalate into war?
an end to the pointless feud (which Thats all up to the PCs to decide!
the PCs are encouraged to help out
with). Both Mountague and Canter- The Third Days Events
let relent, and the games continue As written, the third day of the rodeo
as scheduled for the rest of the day. is upended by the Mountagues plot, but
If the plot was foiled, whether by should the party avert disaster, some
changing the order of the contestants groups may still be interested in seeing
or sabotaging the sabotage, there will who wins the Championship. The two
still be a fight to deal with once the remaining events of the day, the Barrel
smoke clears. The Canterlets, who Weave and the Bronco Buck, can still be
knew Lariette was set to go first, will held if the families are brought together
be furious if something happens to peacefully.
the new first contestant, and the im- The Barrel Weave is a simple test, run
pulsive Mountagues will incriminate pretty much identically to the Hurdles
themselves if the sabotage doesnt competition, with two exceptions. First,
go off as planned. Either way, a bit there are only two laps of the race, one
of diplomacy, possibly with the aid to the end of the row of barrels, and one
of Rodeo and Lariette, is required back. Second, instead of making a DC
if the families are to be reconciled. 15 Leaping check to clear hurdles, the
Of course, parties are free to simply contestants must make another DC 15
give the lovers time to escape in the Running check to successfully clear the
scuffle. While the story ends happily slalom, (making effectively a total of four
for Rodeo and Lariette, their families Running checks for each contestant: two
are less than pleased. The elopement for speed, two for accuracy).
causes an even bigger rift in the fami- The Bronco Buck involves trying to
lies, escalating from an unfriendly shake off a young dragon named Blaze.
rivalry to an all-out feud. What hap- Blaze has a Balance score of +10, and
pens here is beyond the bounds of makes opposed checks against each con-
this Episode, but stopping the war be- testants Martial Arts, or any other skill
tween the families should be a difficult a PC thinks is appropriate for removing
task, likely involving tracking down an unwanted rider. Each unsuccessful
the lovers and bringing them back attempt to unseat Blaze counts as three
to help speak out to their families. seconds of in-game time. Whoevers time
is lowest is the winner.
149
The Myth Of Marelantis
A Fanfiction-themed Adventure-style Episode suitable for experienced players and
characters of Veteran tier or higher. Created and written by Serious Business.
Adventure Background where she had gone, but none of them re-
vealed her identity (more so, they make
Windsoar was a flying fortress-city
it look like it was Daring Doo and not
back in the time before Equestria. It was
Ditzy Doo to the players).
a strategic location, for it floated right
First, Ditzy got a Waterbreathing spell
over the Equestrian Ocean, unassailable
that works for 24 hours. Then, follow-
by any Earth Pony army or the magi-
ing a series of ancient clues, Ditzy found
cal might of the Unicorns. The city was
her way to Marelantis and got inside.
Commander Hurricanes home and base
However, after the spell ended, Ditzy
of operation. After the events of Hearths
was trapped inside the sunken city, in
Warming Eve, the Windigoes vanished
a closed room whose air supply would
and the warmth finally returned to
shortly be used up.
Equestria. This change in climate proved
fatal for the city, as the returning warm Cast Of Characters
winds met the old cold winds and trans-
Jacques Hoofsteau - An old Earth
formed to a horrific water tornado. The
Pony sailor who chased legends and
Maelstrom tore Windsoar down from
myths when he was younger. Sadly, he
the heavens and sunk it underwater. The
never made any breakthrough, and the
pegasi all escaped the catastrophe and
legends remained legends.
soon began their new lives in the united
land of Equestria, but the city was lost, Ditzy Doo - A mailmare that works
along with many secrets still trapped for the Equestrian Post Service. While a
within. little bit silly, and often forgetful, she is a
Thousands of years later, a young filly caring mother and would do everything
named Dinky Doo wrote a letter to the just to make her daughter happy. At the
Seaponies and wanted her mom, a mail- beginning of the adventure, she has been
mare, to deliver it. Hearing tales of the missing for about a day.
Seaponies herself, and the mystical lost Past Endeavour - The keeper of the
city of Marelantis, Dizty Doo set off to Museum of Pony History. Always sad
fulfill her daughters wish. During her ad- that all the ponies are more interested in
venture, Ditzy scattered various clues to magically moving wax figures and other
150
gimmicks than actual historic relics (like the Helmet of Commander Hurricane,
the 3 hats of the former leaders). She is is missing from the collection. They also
delighted to see the players are interested notice that the pedestal was moved just
in her collection. recently, and further investigation re-
Libra - The librarian at the Great veals that somepony tried to find the hel-
Canterlot Library. A shy and quiet pega- met and an epic saga to find Marelantis
sus who only opens up when something begins.
interesting caught her attention. De-
On their way, the party meets Jacques
scendant of Aquarius, the Marelantean
Hoofsteau - a former sailor, legend lov-
scholar.
er, and wannabe writer after retirement
Captain Junkcrab - An old sailor,
Jacques rival for all eternity. While of naval duty, whom they help to settle
working as a Junk merchant, selling a lifelong dispute with his old rival Cpt.
whatever he salvaged from sunken ships, Junkcrab. In the end the PCs will uncov-
he often laughed at Jacques for believing er the real story behind the sunken city,
in childish myths. He was the one who find its location, and save a very adven-
found the wreck of the legendary sunken turous pegasus.
Costa Discordia and became rich this
way. Nevertheless, he still doesnt believe Prologue
in other legends, and mocks Jacques for Its Equestrian History Day, and the
it to this day. Canterlot National Museum of Pony His-
Canabi the Fortune Teller - A Ze- tory is overflowing with ponies eager to
bra, originally traveling from a far far see the museums newest exhibition. A set
away land to research the Equestrian cul- of magically animated wax historical fig-
ture and flora. However, after seeing the ures are being shown on this special day
plethora of magical ingredients and re- for the very first time. The plaza outside
agents that passed through the port city the museum is also bustling with activity.
of Manehattan, she decided to stay a bit
The museum has set up a market where
longer. Canabi is quite skilled in alchemy,
the employees sell souvenirs and various
and specialises in water aspected Magic.
Waterbreathing, Waterwalking, and Bot- foods, while dressed as ponies from times
tled Rainclouds are just a few of the spells long gone, but they are not the only ones.
she regularly sells. She is much valued by Some city folk are dressed up too, to take
the local sailors, especially for her sea part in the festivities. Everypony is cel-
sickness cures. In short, she sell sea spells ebrating.
by the sea shore. Her nickname The for-
tune teller comes from her spooky ap- The PCs have come to Canterlot to
pearance. She doesnt actually read other take part in the Equestrian History Day,
ponies futures. a festival where entering the museum is
Adventure Summary free of charge and many ponies in Can-
The players come to visit the Mane- terlot dress up to look like their ances-
hattan Museum of Pony History. After tors. The PCs have probably each their
meeting the curator, Past Endeavor, the own reasons of coming here. Going to the
players have the opportunity to get a free market, getting something to eat, or even
professional tour of of the old relics from setting up a tent themselves, but clearly
Past herself. During the tour, the play- the main attraction is the premiere of the
ers learn that a certain artifact, namely Moving Wax Figure Exhibition.
151
Market Fire of Friendship, the dis/appearance of
The market is set up on the circular the Crystal Empire or Sombras reign of
plaza in front of the museum build- terror.
ing. It consists of many colorful tents Past Endeavor
and wooden booths where one can buy While almost everypony is interested
various souvenirs and gifts, like wooden in the new wax gimmicks, the corridors
swords, pieces of fake armor and cos- leading to the rest of the museum seem
tumes, primitive instruments, but also almost empty. In one of them a single
something to eat and drink. If a PC wants mare in a fancy suit stands in front of an
to set up their own booth, they are free old painting and sighs heavily.
to do so. A prospective shopkeeper just The mare is Past Endeavour, the cura-
has to ask one of the guards for a suitable tor of the museum. She is frowning be-
place to set up shop. Afterwards, after the cause nopony pays attention to what she
sun sets, there will be a bonfire and danc- considers real history anymore. She
ing in the centre of the plaza. hoped that at least half of the ponies that
If the players spend too much time in came to see the figures will take a look
the market, a pony will announce that at the rest of the exhibits, especially con-
the museum will be closing soon and sidering admission was free, yet nopony
that this is the last chance to see the fig- cares.
ures for today. If the PC wont approach her, she will
Museum notice them and call out to them herself.
The museum is a bit crowded, or at Shell ask them if they enjoy their visit,
least the Wax Figure exhibit is. A set of in- all while forcing herself to smile. Past will
credibly lifelife wax statues line the halls, talk with a hint of despair about how to-
with several ponies at each exhibit fasci- days ponies are only interested in fancy
nated by the scene before them. Each is displays, but not the history behind those
enchanted to carry out a set of actions be- displays. She will happily talk with the
fore stopping for a moment and repeating PCs about any history topic they come
everything all over again. In one exhibit, up with and whether they talk to her or
Starswirl the Bearded looks through a not she will offer them a free personal
telescope and writes down some notes. IN tour around the Museum.
another, the princesses stand next to each The Tour
other, lowering and raising the celestial The tour will encompass such things
bodies, represented by a yellow and blue as clothing, tools, armor, weapons, paint-
light shining on them from above. Dis- ings and many other objects and all of
cord repeatedly awakens and turns back them are decades and centuries old. Ex-
to stone again. The most recent event in hibits might include relics from the battle
the exhibition is the coronation of Princess between Celestia and Nightmare Moon,
Twilight Sparkle. farming tools used by early and medieval
Earth Ponies, possibly even records of
The PCs may wander around and look the city of Windsoar, adding some fore-
at some more of the exhibits which the shadowing to the adventure to come.
GM can describe to them. Some other At the end of the tour, Past will show
ideas for wax scenes might include The them the headwear of the three great
banishment of Nightmare Moon and founders of Equestria, or rather two
her later reunion with her sister, The thirds of them.
Hearths Warming Eve scene with the
152
In a circular room filled with paintings it! Theres an old legend, the story of
and statues of the three founders stand Marelantis. Thousands of years ago, back
three pedestals. On the first lies the crown during the time of the Three Founders,
of Princess Platinum. On the second rests there was said to be a city that sank into
the hat of Chancellor Puddinghead. The the Equestrian Ocean! If the helmet were
third pedestal, labeled as containing the there, then that would explain the source
helmet of Commander Hurricane, is con- of the rumors of the helmet being lost at
spicuously empty, however. sea! Oh, but where would you find a city
like that? Its not like we could just drain
When asked about the missing helmet, the ocean and find it...Please, help me. You
Past will tell them everything she knows. are the first ponies in ages who havent just
When the museum was built, the third ignored the other displays! You can help
pedestal was, obviously, built to house me. If we were to find the helmet, it would
the helmet of Commander Hurricane. be the archeological find of the century!
While the other two items were eas- Of course, I dont expect you to find it for
ily found, however, the helmet has never free. The museum is willing to pay a small
been recovered. There are assumptions mountain of gems for the recovery of the
that the helmet was lost forever in the artefact. I have far too much administra-
depths of the Equestrian ocean. There tive business to deal with here, especially if
also is a legend tied to this, but Past cant a new major exhibit is going to be opened.
recall it. Will you be my field researchers?
On the ground near the pedestals lies
a torn note. While not really hidden, it is Past will advise the PCs to search the
easy to miss. A Difficulty 15 Observation Canterlot Archives for more information
check will let the PCs notice the note. If on the lost city, as well as a more direct
this should fail there is still the possibility lesson from sailors. She recommends
to notice that the pedestal was moved re- an old acquaintance, Jacques Hoofsteau,
cently, which can be deduced from traces who has spent his life investigating lost
in the dust, with a Difficulty 20 Investiga- legends of the sea. She mentions that
tion check. If the players tell Past about Hoofsteau lives in Manehattan now,
it she will go past the barriers to take a working at the docks.
closer look. While Past Endeavor is offering a
valuable reward for the recovery of the
The Note helmet, characters, particularly those
How the players obtain the note is not with the Fortunes Favor Edge, may want
important, but what is written on the other, more unorthodox rewards. Such
note is. The note is messily written and it rewards might include free admission
looks torn on the left side. It reads: to the museum for life, or to be part of
the new exhibit of the finding of the hel-
the sunken city is real, met, or even to have their own swanky
formation from animated statue. GMs are encouraged to
ources: be creative in what rewards can pique the
people interest of different parties.
Museum This concludes the events of the Pony
nterlot Library History Day. The players should return
rom the docks to wherever they are staying, be it a hotel
or their own homes, if they live here. To-
The sunken city is real... Wait! Thats morrow they should visit the library.
153
ACT ONE The Canterlot Library
Gathering Information After entering the library the PCs
will be greeted by the librarian, Libra.
First of all, the PCs should gather some A shy and usually calm Pegasus mare
information. The local citizens of Canter- that spends way too much time reading
lot wont actually be any help. The legend books instead of seeing the world on her
of Marelantis is an old sailors tale, and own. When the PCs approach, she will
with Canterlot having no docks, there offer them her help.
is little hope of finding somepony how There are various topics the players
might know it. Yet if the players somehow should look into in order to come to a
manage to contact a more knowledgeable conclusion in the end. Below is a list of
pony (maybe through use of an Edge) those topics, the books that will contain
they might discover that Marelantis was them, and fragments of texts inside them.
once a city somewhere in the Equestrian
ocean. Granted, the entire legend should
The legend of Marelantis (the
be taken with a grain of salt, as most of it
is fiction, to which each new storyteller sunken city)
only adds more fiction. From the book Myth and Tales
Once high, now low. That is the curse
that befell the proud ponies of the enlight-
The Myth Of Marelantis ened city of Marelantis. The city where
fountains spewed forth milk and honey.
Long ago, during the time of the
Where roads were made of marble and
Three Great Founders, there lay the
pearl. Where everypony lived in peace.
great city of Marelantis. The Marelan-
Yet happiness cannot last forever, and
teans were superior beings, surpass-
one fateful day the city vanished into the
ing all ponies with their immortal,
depths. Now the city lies buried under-
wondrous forms. They actually say
water and the inhabitants were changed
that Princess Celestia and Princess
into beasts. Half pony, half fish, destined
Luna are the last of the Marelanteans.
to live forever in the darkness, for swim-
One day, however, there was a great
ming back to the surface was impossible.
catastrophe that sank the great city.
the water itself would turn against them.
The Marelanteans were dragged down
to the depths, but unable to die, they
waited. They transformed. Now, these
The helmet or Commander Hurri-
days, the Marelanteans have become cane in general
what they call Seaponies. The legend From the book Pre-Equestrian His-
of Celestia being the last of the Marel- tory
anteans is complete and utter fiction, ... After the dispute between the three
but there is still the possibility that the clans, Commander Hurricane left her
party believes it, and has the resources home and moved to Windsoar, the flying
to speak with Celestia or Luna on the city-fortress, taking her troops and the en-
matter. Celestia and Luna laugh off any tire armory with her. Everypony knew that
accusations of being a Marelantean. the commander was paranoid, yet many
They mention that the tale of Marelan- saw this as an act of cowardice
tis predates even them, and point the
party in the direction of the library. Windsoar (The flying fortress)
From the book Glorious Cloud Ar-
chitecture
154
..Windsoar was a massive cloud fort constantly asks questions. These ques-
with massive walls and other fortifications tions might help the players get on the
that floated above where Manehattan now right track. For example, if the PCs read
stands. Windsoars significance was that it about Hurricane and dont know what to
was a true masterpiece of Pegasus mason- do next, she might ask what happened to
ry. Walls, roofs, and floors were so made the city.) Page knows exactly what book
dense (through secrets lost to us today) to read if youre looking for a specific bit
that not even a heavy thrown stone could of information.
pass through them. Every surface was styl- Putting all the pieces together and un-
ized and engraved with symbols and reliefs derstanding the whole story is not nec-
of the proud ancient culture of the Pegasi. essary. The most important information
Yet the biggest architectonic achievement is the little note left behind in the book
was a enormous roof in the shape of two about the Equestrian Ocean, but under-
spread wings that covered the entire city. standing it will help the PCs later on
This is an architectural anomaly, for tradi- when persuading Jacques to help them.
tional Cloud Cities never had a roof.
All was lost, however, as the whole city
The Map
disappeared in one night, never to be seen The note will direct the PCs back to
again. Some say it was blown away, but the museum. Past will listen to what the
considering the size of the city, this is very players found with great excitement and
unlikely. The strength of the wind to blow confirm that the museum indeed has a
away such a flying fortress would need to map that belonged to Hurricane. She will
be the equivalent of at least 10,000 wing- gladly get the map for them.
power, and such strong winds dont occur
naturally. The map is old and a bit torn here
and there. Past Endeavour reminds you
to be very careful when dealing with the
Equestrian Ocean
map while handing it to you. It is invalu-
From the book The Waters of Eques-
able, and restoration would be nearly
tria
impossible. She adds. The map itself is re-
... The Equestrian Ocean is very stormy
ally delicate. It looks almost as if it would
due to often occurring warm and cold
crumble into pieces when even slightly
wind fronts. As such, no colonies or settle-
touched. It is, of course, hoof drawn and
ments were ever raised on the many small
has many notes and symbols on it. Most
islands across the ocean. Cloud cities are
of them are easily understandable like Be-
also not possible. Their delicate structure
ware of the forest or Food resources here
would be blown apart instantly. Due to
yet as you gaze upon the northeast corner
these hazards, nopony ever tried to cross
of the map, you can see a symbol marked
the Equestrian Ocean, leading to the nick-
Windsoar. Right next to the icon you no-
name the Blue Barrier.
tice it is circled and something is written
The part Cloud cities are also not pos-
above it: DCCCNMNW.
sible is underlined in the book in pencil
and a note is added on the border. Hur-
DCCCNMNW is a code. NW means
ricanes map says otherwise
obviously North-West. M means miles,
but what is DCCC? The symbols are Ro-
If the players get stuck, Page might be
man numerals for 800. This translates to
able to help them. (Roleplay her as a very
800NMNW or eight hundred nautical
curious character that, when interested
miles north-west. This is exactly where
in something, gets over her shyness and
the pegasus army moved the city, and
155
where it was caught by the tornado and stories about his earlier life as a sailor and
dragged down into the ocean. Of course various legends he heard here and there.
one of the characters could solve this Right now, he is telling the tale of the
puzzle with a successful Cryptography Shimmering Serpent, a monster that is
or Cartography skill at Difficulty 20, but supposed to live in the Equestrian Ocean.
this takes the fun away, so let them try it
for themselves. Twenty meters long and thick as a tree
After the riddle is solved, the PCs have trunk, with scales bright and shiny like
enough information to pursue Marelan- polished silver, it lurks in the ocean wait-
tis. They know where to find it, now they ing for an unlucky sailor to drag down into
just need to get to it. Fortunately, Past has the depths, along with his whole ship. No-
just the right fella for the job. She once pony can escape!
knew a courageous adventure-loving
sailor in Manehattan, but they parted Immediately after he finishes, one of
ways a long time ago and they never saw the kids from the audience asks how he
each other again. Past still believes he knows about the serpent in the first place
lives there and he can help the players. since nopony who encounters it can es-
Unfortunately the only information is his cape it. Jacques just proclaims that de-
name: Jacques Hoofsteau. tails are not important as long the story
is interesting, and all the other kids agree
If The PCs Have A Boat with him.
It is possible that the players already The PCs may only approach him after
have someone in their team that has he finishes his story. If they try to inter-
a boat or other means of water trans- rupt, he orders them to wait until hes
portation on hoof. in this case skip the done. Once the PCs get a chance to speak
part where they need get a boat and with him, Jacques proves a very polite
just let them search for Jacques. Af- pony who has no problems with making
ter all they still could use an old sea- new acquaintances. While he loves talk-
veteran, and nopony loves adventur- ing about legend and will happily discuss
ing an legends as much as this fellow. them with the players, as soon as they
mention that they want to actually find
ACT TWO Marelantis, he will be a little saddened.
Hell explain that he spent half his life in-
Jacques Hoofsteau vestigating and chasing such myths and
With only a name and a location as treasures. He never found any hard evi-
broad as Manehattan, the players have dence of its existence and finally gave up
no other option than to just ask the lo- after many years. The fact that his rival
cal ponies after arriving in the city. If the has always mocked him for this never
players have any contacts or other means helped either. Jacques will refuse to help
of gathering information, now would the players.
be a great time to use them. If they ask This is where the teams socialite comes
around the city, sooner or later some- into play. The team needs to convince
pony will direct them towards the docks, Jacques to go on one last expedition with
and from there to the Dusty Cider Keg, them. If the players found all the clues
a bar very popular with the local sailors. in the library and figured out the whole
When the players first enter the bar, truth about Windsoar and Marelantis,
they will notice an elderly pony sitting then the party is treated as though they
by the fireplace, around him various had an Appropriate Tool for any check
younger ponies gathered to listen to his to convince Jacques. Another way is to
156
keep talking about his younger years and some convincing and barter skills and
reminding him how he loved sailing and even then, it would cost extra. Only a
searching for treasures. Sooner or later, character with the Fortunes Favor edge
he will finally agree if only to get this one could afford it.
last chance at proving that all these years Another way would be to use the an-
were not wasted. In the end, Jacques will cient art of seduction and make pretty
agree to help, but he sold his boat a long eyes to a sailor or maybe sweet talk a
time ago and so the PCs will have to rent cute mare. This, of course, can lead to
or borrow one. He also mentions that he the problem that the owner will want
has a back up plan if the players are un- to come along. This can result in many
lucky, but he would rather try other pos- problems, from potential future damsels
sibilities first. (if the players already have in distress to traitors that might want to
one, then read the sidebar above.) keep the treasure of Marelantis to them-
One more thing Jacques needs the selves.
players to acquire is a way to breathe Should the players mention Jacques or
underwater. If there is an Unicorn In a treasure hunt while asking around, the
the team, it will be a lot easier, for they solution to their problem will find them
can just go to a library and try to find a instead. Cpt. Junkcrab will show up,
book with the appropriate spell. While lured by the rumor that Jacques wants to
not necessarily the easiest spell to cast, go on an adventure again.
its surely one of the most useful ones, If the PCs had no luck getting the boat
especially in a port town like Manehat- themselves and didnt bring up the rea-
tan. Another way is to go visit Canabi the son why they actually need it, they can
Fortune Teller, who usually resides in her return to Jacques and let him handle it.
tent set up next to the Mermare Inn. He wont be happy about it, but in the
What the PCs want to do first is their end he knew it would come to this. He
own choice. will then take the party along and visit
Food his old rival Cpt. Junkcrab.
The players will need some sup- The Rival
plies. This should be no problem at all. Cpt. Junkcrab is Jacques old rival.
Manehattan has a big market and this is Both started sailing at roughly the same
the perfect time to relax a bit before the time, and both were seeking fame and
journey and go shopping. If the PCs have fortune at sea. While Jacques dreamed
anything else they want to get done be- of ancient treasures, Junkcrab tried more
fore setting out, now is the time. practical methods, namely he exploiting
the bottom of the ocean for valuable re-
Getting The Boat sources. Fate was cruel to Jacques. One
Manehattan has an enormous dock day Junkcrab found an ancient sunken
with many bigger and smaller boats be- ship, the Costa Discordia, that carried
longing to the various sailors around. gold. This made him one of the richest
Actually getting one of those boats to and most famous sailors in Manehattan.
venture out into the tumultuous Eques- Yet Jacques, whose dream and purpose in
trian Ocean is much harder. There are life was searching for exactly that kind of
many vessels for rent here, but mostly treasure, was destined to never find any-
for no longer than a weekend trip, and by thing. What Junkcrabs role will be de-
the PCs best reckoning, the journey will pends on how the PCs acquired the boat.
take two weeks. They could try to make If the players have a boat to begin
a non-standard deal, but this would take with, or if they acquired it themselves,
157
Junkcrab will show up right before set- and seawater. Canabi will greet the play-
ting sail to Marelantis. He heard that his ers with a I was already awaiting you.
old rival wants to try his luck again at You are late. even if only for fun. When
treasure hunting and he just had to mock asked for the Waterbreathing potion, she
him about it. The captain will remind will gladly make them a few vials, but for
Jacques of past failures, like how he mis- a small favor.
took a sunken fisherboat for the legend- Canabi just finished a new recipe, but
ary Costa Discordia or when he bought needs somepony to test it. She will brew
a fake map to Colt Dorado for his last the potions if one of the players agrees to
bits and didnt even have enough money be the test subject. Whoever accepts the
for food. Once he brings up Hoofsteaus offer will have to swallow a dark green
biggest failure, namely Junkcrabs discov- potion that smells of water lilies, but not
ery of the Discordia before Jacques could before signing a scroll with a hoofprint
do it, Hoofsteau flips out. The sailor gets and signature.
angry and swears he is going to find the The scroll reads: I hereby declare that
sunken city if it is the last thing he does. Im fully aware of what Im doing and will
He also makes a bet: If he will find Marel- not blame Canabi for any side effects that
antis then Junkcrab will have to give him may or may not occur after drinking the
back the ship Jacques lost in their last bet. experimental potion.
If not, then he will work for an entire year The potion works instantly. The sub-
as Junkcrabs personal servitor. jects mane and tail will immediately turn
Now, should the PCs have no luck in green and wavy, looking like wet seaweed
acquiring the vessel themselves and the rather than actual hair. Canabi will laugh
captain will be the one who finds them at that result and assure that the effect
and offers to sponsor their expedition, will wear off in a few days. After this she
then nothing much changes, and the bet will brew the players one waterbreathing
will still happen. The only addition is that potion for each and two extra, for unex-
Jacques will take Heavy Willpower Dam- pected emergencies.
age from the shame that he has to depend
on his rival. Waterbreathing Potion
Yet the worst case scenario is that the Spell Level: 10
players return to Jacques and tell him to Magical Aspects: Individual, Con-
use his back-up plan. Now Hoofsteau will tact, Temporary, Standard, Modify,
have to go to Junkcrab by himself and Body / Water
PLEAD him to get his boat back for one Description: After consuming the
last journey. In this case Junkcrab will be potion, the user is able to breathe un-
the one to propose the bet, and that if his derwater. The effect lasts for about 24
rival fails, he will have to work for the rest hours.
of his life. And of course, they wont even
get the boat if they dont agree to it. This Anyone in the room can make Obser-
takes its toll on Jacques sanity. He will be vation check at Difficulty 20. Those who
depressed during the whole trip unless succeed will notice that between many
kept busy by a charismatic friend. other scrolls lies one with a very recent
Canabi date. It is from two days ago, and it is
signed. D. Doo in a very shaky hand-
Canabi the zebra wont be hard to find.
writing. Another Investigation check
Everypony knows her around these parts
DC25 allows to identify the handwriting
and can easily show the way to the PCs.
as the same as on the note left behind in
Inside her tent smells of various herbs
158
the museum. If asked about it, Canabi fect to make the storm milder. For every
will refuse to give any information. She 2 effects eliminated the DC of the pilot-
swore an oath to protect her customers ing skill is lowered by 5. However, flying
personal information. in the storm and trying to influence it
is dangerous itself. For every try at ma-
ACT THREE nipulating the weather from up close,
Finally the time has come to hoist roll against Flying DC25 to avoid getting
the anchor and set the sails. The wind average damage. (this DC is also lowered
is strong and the weather is clear over for every 2 effects eliminated)Any Uni-
Manehattan, where the Weather patrol corn with access to the Weather aspect
controls it. can help as well, replacing Flying with a
The Journey Spellcasting roll. However, in exchange
The average speed of such a boat is for safety, affecting the weather from afar
about 6 to 8 knots, so it will take about 6 is much more difficult. Unless a Unicorns
days to get there. The first two days will special purpose is affecting the weather,
be uneventful, with a clear sky, a nice the Difficulty is increased by 5.
breeze and plenty of time to relax and If a skill check succeeds, the crew man-
talk. If the PCs havent told Jacques why aged to maneuver through the storm and
they are searching for the sunken city, is making progress. If it fails the ship will
now is a good time. Jacques will be happy come off track and will need to find a way
to hear from his old friend and he is glad back again, this will cost a bit of time, and
that now he is also helping her. If hes in the end, 6 hours are lost but they can
not wallowing in despair, he will explain try again. A Critical Failure means that
about how Past had given him some food somepony fell into the water and the
back during the incident with Colt Do- party will have to fish them out. The vic-
rado, and that theyve been friends ever tim will also suffer Average damage from
since. light hypothermia and gets cold and wet
The problems begin on the third day. as a bonus (even pegasi cant fly with wet
While the weather in Equestria is strictly feathers.) After 4 successful rolls, the par-
controlled by Pegasus weather patrols, ty managed to conquer the storm and is
the weather out here, miles away from out of the danger area.
the nearest city, is not as pleasant. It The rest of the trip will be more or less
simply doesnt pay to govern the sky for uneventful again. (This the perfect time
those few who are brave enough to sail for some cozy moments inside the ships
out this far. The sky covers in dark storm cabin by night. Drying yourself is also a
clouds, the wind grows stronger with good idea.)
every second, and controlling the boat Deep Diving
becomes harder and harder. The charac-
Finally, you arrive at your destina-
ter with the highest Nautical skill makes
tion... or at least the map and compass
the roll and the others are assisting him.
say so, because this place looks exactly the
For this purpose, Jacques has a Nautical
same as every other part of the ocean. No
skill of +14. Rolls are made every 6 hours
land on the horizon, just the blue water,
from now on, against a DC of 30.
the blue sky, and you. According to the
Any Pegasi or Unicorns in the par-
map, compass, sextant, and navigator, you
ty they can also help in their own way.
should be just above the sunken city.
The storm consists of 5 weather effects:
cloud, wind, thunder, lightning and rain.
Now its time to use the waterbreath-
The pegasi can try to manipulate the ef-
ing potions and finally go see the city.
159
The water temperature is bearable and The current encompasses the whole
the weather couldnt be better. sunken city and is too strong to go
While slowly sinking to the bottom against it, even for the best swimmer. The
of the ocean, the party will notice many PCs will just have to wait until they arrive
mirrors floating in the water. The light in Marelantis and when they do, the first
from above is reflected by those mir- thing they will notice is the citys over-
rors thus creating a beautiful underwa- whelming beauty. The whole cloud city
ter light show. Of course, these are no is trapped in pillar shaped coral reef. The
normal mirrors. After taking a closer once marvelous wings of the city have
look, they resemble polished scales, and folded in around the city, giving the ruin
if the PCs payed at least a little bit of at- the appearance of a giant raindrop when
tention, they will know whats coming. If seen from above. Between many houses,
the players wont get it, then Jacques will the buildings that catch the partys eyes
inspect one of the mirrors and after re- are: an expansive set of barracks, a big
alizing what they are hell panic. factory, a triangular fort with a garden
(completing the form of yet another rain-
Suddenly from the dark depth emerges drop), an enormous park in the middle
a terrible beast. A 20 meter long serpent with a statue at its center, and a cloudi-
coated in silvery scales. Like a thrown seum at the peak of the raindrop shape.
harpoon, he lunges right at you from the The city is illuminated by small accumu-
darkness. lations of luminescent corals, which from
above look similar to street lamps.
There are two ways to handle this. If Now the party is practically free to ex-
there is a beastmaster in the team he can plore the City.
try to soothe the beast. With a Difficulty
20 Behaviour roll, a character discovers
The Sunken City
that the serpent isnt really hostile, its just Like mentioned above, the whole city
trying to protect something, maybe its resembles a raindrop overgrown by cor-
territory. Alternatively, a Difficulty 30 als. The raindrop shape is omnipresent in
Command roll will make it stop attack- the city; Streets, districts, and even some
ing. It is not currently possible to train of the buildings are shaped to resemble
or command the beast in any other way. it. Like any other city it is made from
The serpent will just swim away into the clouds, or rather, WAS made of them.
darkness when stopped by the Beastmas- Through the years, the reef overtook the
ter. The PCs will then just continue to city and created a strange, Cloud-coral
sink until they reach the downward spi- hybrid. It is stable enough for even a non-
ral current. Pegasus pony to stand on.
The PCs can also try to fight it, Though In the middle of the city is a roughly
that is ill-advised. The serpents hide is circular plaza that was once a Park and a
tough as diamond, and its teeth are sharp marketplace in one, yet lacks a building
as spears. The beast can take a fair beat- that could be a town hall (the Fort took
ing, and the players dont have much this function). In the center of the plaza,
time, either. After the 4th cinematic a 4-meter tall statue of Commander Hur-
round, everypony gets caught in a strong ricane towers above the park in a heroic
downward current. While the serpent is pose, as though she is watching over the
strong enough to swim against the flow, place like a battlefield.
the players are not. They will be dragged The glowing corals can be broken off
down to the bottom and separated from from the main clusters with a bit of ef-
the serpent. fort. They may come in handy, because
160
the light of the natural growing corals sometimes glowing at night? - This
cant reach inside some of the buildings. diary is signed Aquarius who was Li-
bras ancestor. The book is full of cri-
Paper Trails tiques, reviews and personal memos
Sometimes the PCs can come of other books Aquarius had read.
across left-behind notes and diaries
of the former residents. Whenever The Barracks
searching through a barracks room One of the biggest living arrangements
or a civil house, there is a 50% chance in the city is the barracks, spanning six
that the PCs come across one of those low-to-the-ground buildings. In each
notes: of the buildings are 20 cozy medium
1. After my friend was moved to sized rooms. The entire barracks was not
a different platoon, our bond slowly flooded and most of the windows, as well
faded. My father always said that ev- as the entrance, grew over with corals
erything has its end, like Alpha and and is inaccessible. As such, the inside of
Omega. A and Z... but what if theres the buildings are completely dark, save
something more? After all, there are for one light in the distance. Only appro-
things that dont end, like numbers. If priate tools could clear the layers of cor-
A would be 1 and Z would be 26. Then als blocking the entrance. Such tools can
what would be our next step? A 27th be found in the Air Dock. Some of the
letter of the alphabet? rooms are locked. Searching for the keys
2. I dont really know what to think would be pointless for they are probably
about the recent actions of the Com- gone with the inhabitants. Picking the
mander. Either she really is very con- locks, or bashing them open, is the only
fident and thinks she doesnt need a real way in.
bodyguard, so she chose Priv. Pansy,
(which I highly doubt because we all
Commander Hurricanes Room
know how paranoid she is) OR the ru- Should the party make their way to
mors are true and our commander re- the single lit room, they are met with a
ally does has a weakness for her. strange sight. On the ground lies a col-
3. The race-war is tiring, my be- lapsed entrance, recently moved, next to
loved one. We cant be allowed to be a door completely overgrown with coral.
together just because you lack a pair On the other side of the door, the sound
of wings like mine? Thats absurd. Im of a sobbing mare can be heard.
really starting to think that the Com- Ditzy Doo came here after notic-
mander has a heart of stone. She will ing that her waterbreathing potion was
never be able to love somepony. wearing off because this room still had a
4. This could really be dangerous. fairly large pocket of air remaining. Un-
I was swimming right under our city fortunately, after she had entered, a bump
and a current almost took me under. with the delicate coral cave that had led
I was lucky to escape it. Memo to my- her into the room caused the entire thing
self. I should warn the others about it. to collapse. Trapped in the room at the
5. Why did she chose me!? Im not bottom of the sea, with no way out and
complaining, at least now I can be dwindling air, Ditzy collapsed into a heap
with her... but I always thought I only crying while clenching her daughters let-
hindered her. Im not really a good sol- ter in her hoof.
dier. Should the party wake her, Ditzy wont
6. Is it just me, or is the ocean believe at it at first. After realizing, how-
ever, that not only are her saviours real
161
but also have a spare potion, she will easy to control an entire army, but so hard
embrace them and cry again, this time to control myself when Im near her?
of joy. She will tell them the whole sto-
ry with her daughter and the Seaponies Inside the room lies also a small gold-
(which can be found in the adventure en key. This is the key to the chest in the
background). armory.
If the players mention that there is no
way of returning because of the current, The Fort
Ditzy will already have a plan prepared. In this military city, the Fort doubles
After all, she had a lot of time to think as a town hall. It has two stories and
about it in this room. They can go to the rather big rooms. There is a Conference
Airship Dock and use one of the balloons room (in which is a big map of the city
there to float to the surface. The current inscribed on water-resistant paper,) a few
is strong, but not enough to stop a gi- offices and archives with many maps and
ant balloon from rising to the surface. old documents, and some private rooms.
But first, Ditzy will beg the PCs to help One is especially interesting. The one
her with one last goal. While she was ex- with Commander Hurricane written
ploring the city, she had discovered the on the door.
young sea serpent in the cloudiseum. She Inside the room are various papers
believes the serpent cannot be evil if its lying around, many of them scattered
trying so hard to save his child. It spent across the room. Most of those papers
the last 2 days by its childs side, trying to are just reports and complaints. Those
get the young serpent out of the banners papers are not addressed to Hurricane,
and decorations, fighting off other crea- but Quartermaster. On the bed lies a di-
tures that might come near it and harm ary labeled Pansy. The most recent en-
the child. try reads;
This room itself belonged to Com-
mander Hurricane, and inside lies is her The commander walked up to me
diary. The Diary itself is messily written, stressed as always and offered ordered me
but a few passages can be deciphered. to move to her room. I cant really com-
plain about it. The Commanders room is
I can feel how some of my own soldiers really luxurious. Yet, it bothers me that she
are talking behind my back. Why would didnt even want to take my house for the
she chose her as her bodyguard? She is time instead. She insisted on moving to
weak and angsty!. Why you ask? Because the barracks. Number 305 I believe? ...now
there is not a single other pony in this thats weird, at least...
world that I could trust more than her. Hurricane really should go see a doc-
I always wanted to change the pass- tor. Its completely understandable that she
word to her name, but others would rebel is a nervous when our country is in war,
against that. I just have to make it less ob- but there is only so much a pony can bear
vious. before it turns into complete paranoia.
With a successful investigation DC25 There is yet another big locked door
check. one more message can be deci- in the fort and the sign says it leads to
phered: the Cloudiseum. The lock is quite bigger
than usual locks.
Maybe some of them are right? Maybe
I just wanted to have her near me, but I
couldnt admit it to myself? Why is it so
162
The Armory like the workers evacuated immediately
and without a second thought. Those
The armory is inside the fort, behind
tools can be used to clear the entrance
a password-locked door. Ten sliders with
of the barracks. With a Difficulty 30 Ob-
small numbers on them have to be ar-
servation check, the party can find a few
ranged in line. This password is the name
remaining containers of lifting gas, just
Pansy after converting the letters to
enough to bring one of the balloons ris-
numbers (16-01-14-19-25). Rusted ar-
ing surfaceward.
mor and weapons hang from the walls
and lie in wooden racks. One particular Cloudiseum
object catches the eye, however; a big The cloudiseum is a big arena. It has
metal chest with Hurricanes name en- three entrances, two of which are bur-
graved on it. it is locked with a big sturdy ied under rubble and the last entrance,
lock and cannot be opened without the which leads into the lobby, only accessi-
appropriate key (found in Hurricanes ble through a closed door in the fort. The
room in the barracks). Cloudiseums lobby is a very big place,
Inside the chest lies Hurricanes hel- filled with broken out windows peering
met, along with her entire set of armor into the arena.
and another, much larger, key. Every- In the center of the arena, struggling to
thing in the chest is remarkably well pre- escape a tangle of banners and other de-
served, compared to the rusted out junk bris, is a small serpent, only slightly larg-
in the rest of the room, kept safe by the er than a pony. Frequently, the Shimmer-
air trapped in the sealed chest. The key ing Serpent will attempt to free its child,
fits into the door to the Cloudiseum. but to no avail. It was here that Ditzy first
saw the serpent from above, and will lead
Houses the party here to help if they can.
The houses of the common folk are
filled with left behind furniture, personal The Serpent Returns
items and much more. The Pegasi had to How the serpent reacts depends on
flee in a hurry and only took what was what happened earlier. If the players at-
dearest to them. Some of those houses tacked it then the serpent wont let the
even didnt get flooded due to rein- PCs near the child. There is still a pos-
forced doors and windows. (Those were sibility to free it, but then somepony has
mostly soldiers houses) When searching to distract it somehow while the rest frees
through a house, there is a 50% chance the child. Even when the PCs succeed the
to find an additional note. Some of the serpent and the child will just cease fight-
houses are locked, and like the rooms of ing and swim away.
the barracks, can only be opened with If the players resolved the first encoun-
a skilled set of picks or a strong set of ter peacefully, then now the serpent will
hooves. trust them. It will try begging them for
Great Airship Dock help, and guide them to her child. If the
child is now freed by the players, the Ser-
The great airship dock lies right be-
pent will be thankful and will allow the
hind the barracks. Its not very different
PCs to hold unto her while she brings
from the docks found in Manehattan,
them to the surface (this is by far the best
save for the fact that the ships within
ending, or at least the most exciting for
have giant balloons instead of sails. In-
Jacques. To ride a beast he was telling leg-
side, total chaos reigns. Tools lie aban-
ends about and to break the surface just
doned everywhere, and many of the fly-
as the sun sets. That said, flying home in
ing boats lie unfinished. The scene looks
a Marelantean airship isnt too shabby.)
163
Surfacing is overjoyed to see the helmet, as well as
However the players may return to the any other relics, the party brings back.
surface, their adventure is now over, and A special ceremony is held at the end of
they will return to Equestria as heroes. the week, and for the first time in ages,
the entire museum is filled with eager
Epilogue ponies. Past thanks the party for their
When the party makes their trium- great service to not only the Canterlot
phant return to Manehattan, the news- National Museum of Pony History, but to
papers hear about it almost immediately. her. The museum is busier than shes ever
Phoenix Quill, a reporter for Equestrias seen, all thanks to the publicity stirred up
biggest newspaper tracks the PCs down from the discovery of Marelantis.
shortly after their return to get their sto- About a week after the partys return,
ry to the world. Captain Junkcrab, upon a simple letter is found amongst the daily
reading the paper, swallows his pride and mail of one of the PCs. Inside is a picture
brings the deed to Jacques ship, although of the PCs underwater, scrawled in cray-
he isnt too pleased with having to admit on, with Ditzy and the Seaponies around
that Jacques was right, for once. If the them. On the back of the picture, written
party managed to bring any books that in unsteady writing, is a short note:
they found to the Canterlot Archives,
Libra will be thrilled to find them, par- Thank you for saving my mommy!
ticularly Libras journal. Past Endeavor - Dinky Doo
164
Name Fortitude Egghead
Iron Pony
Guiding
Element Show Stopper
Willpower Smart Cookie
Gender XP Student Athlete
Prize Pony
Mind Body Heart
Virtue Daredevil
Drama Queen
Crusader
Crystal Pony Earth Pony Griffon Pegasus Unicorn Zebra
Natural Abilities Special Abilities

Primary AP
Secondary AP
Edges Utility AP
Skills
Once upon a time, in the magical land of Equestria...
With the Season Three Edition, My Little Pony: Roleplaying is Magic has returned with
greatly expanded content, new and improved character options, and a more cohesive,
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My Little Pony: Roleplaying is Magic

Season Three Edition

Tall Tail James Weimer

Samuel Hanson Casey Hayes

Daniel Oakley Dominik Makowski

Caytlin Vilbrandt Silentmatten

Shannon McMurtry Alan Baker

This is dedicated to my friends, whove always been there to help me.

This is dedicated to my husband and my parents, who have both supported

Thanks to my friends, family and my english teacher, who supported me even

Bestiary & Adversaries Miscellaneous

Pony? the same love of laughter and we both

Origins establishes the most basic and

Crystal Ponies Earth Ponies would consider themselves

Unicorns Brewmaster, becoming more effective at

Character Basics It can be tempting to give your char-

Remember, less is more! Dont try to

Attributes else did. They are often natural leaders,

Advantages: make use of them, and even those who

Starting Ability Points

Natural & Special Abilities

Ability Points Benefits

Ability Points Benefits

Utility Special Ability:

Ability Points Benefits

Ability Points Benefits

Ability Points Benefits

Utility Special Ability:

Ability Points Benefits

Ability Points Benefits

Ability Points Benefits

Utility Special Ability:

Ability Points Benefits

Ability Points Benefits

Ability Points Benefits

Utility Special Ability:

Ability Points Benefits

Ability Points Benefits

Ability Points Benefits

Utility Special Ability:

Ability Points Benefits

Ability Points Benefits

Ability Points Benefits

Utility Special Ability:

Ability Points Benefits

The Right Thing actions; often enough, making the de-

Skills improved by spending Skill Points; one

How Skills Work

Talent Name Attribute Increase

Advancement: Tom chooses Pow-

Gameplay relatively subjective and fluid when com-

Opposed Skill Checks Characters may take damage to Forti-

The Princess character growth.

Talk about your

Talent Name Attribute Increase

Tumbling Body Art

Finesse Weapons Banter

Heavy Weapons Intimidation

Lashes & Chains Rapport

Martial Arts Swagger

Shields & Armor

Archery Direction Sense

Mathematics Sleight Of Hoof