Today, we’re going to look at a setting that has been around for almost 20 years but isn’t an official Dungeon & Dragons setting. The Midnight Campaign Setting was released by Fantasy Flight in 2003 using the 3.0 version of the OGL. An updated version came out for the 3.5 version of the OGL in 2005. On DriveThruRPG, you can find seventeen additional supplements for the setting there were produced in the D&D 3rd edition era.

This was apparently a property that Fantasy Flight regarded highly, as it was used as the basis for a Runebound board game in 2006, and in 2008, The Midnight Chronicles were produced. This was a live-action movie set in the Midnight setting that was meant to serve as a pilot, if any production company wanted to jump in to produce the series. Unfortunately, it seems like this push for a live-action treatment fell in the lull in fantasy interest between the Lord of the Rings movies and the Game of Thrones television series.  While I have seen the movie, I unfortunately have not seen the 4th edition D&D adventure that apparently was released at the same time.

What is Midnight?

There is a lot of talk about modern fantasy and how it is defined by Tolkien’s tropes. In this case, Midnight is a setting that wants to play with those tropes, but with the twist that the fallen god that is master of The Shadow won his bid to dominate the world. Players are running characters trying to survive and perhaps put up a resistance to an all-encompassing evil that has (almost) destroyed every bastion of peace in the world.

When Fantasy Flight was purchased by Asmodee, their RPG properties appeared to be in limbo, but eventually, Edge Studios emerged as the new company spun off by Asmodee to handle the RPG properties now inherited from Fantasy Flight. Once Edge Studios began to establish a social media presence, one of the first things the account teased was a return to the Midnight setting. Because of some of the changes to how magic and classes worked in the setting, I was fully expecting a Genesys implementation of the setting, but instead, Edge studies went back to the roots of the setting and created a 5e OGL version.


I owned the 3rd edition version of the Midnight setting, and I have watched The Midnight Chronicles, but I have not had the opportunity to play in the setting under any edition. I am, however, very familiar with D&D 5e both as a player and as a DM. I am working from my own copy of the Midnight Legacy of Darkness book, but I have received a review copy of other products from Edge Studios in the past.

 Midnight Legacy of Darkness

Previous Editions Design and Development Greg Benage and Robert Vaughn
Current Edition Design and Development Sam Gregor-Stewart
Additional Writing and Development Jeffery Barber, Greg Benage, Ian J. Brogan, Shannon Kalvar, Eric Olson, Wil Upchurch, Robert Vaughn, and Sam Witt with Jack Holcomb
Editing Christine Crabb
Proofreading Max Brooke and Kate Cunningham
Sensitivity Review Coordinator Erin Olds
Sensitivity Readers Heba Elsherief, Savannah Tenderfoot, and Tova Seltzer
RPG Manager Sam Gregor-Stewart
Graphic Design Paco Dana Graphic
Design Manager Curro Marín
Cover Art Antonio Maínez and Paco Dana
Cartography Francesca Baerald
Art Director Antonio Maínez
Interior Art Yunir Bagautdinov, Klaher Baklaher, Massinissa Belabbas, Michael Bierek, Mauro Dal Bo, Caravan Studio, Javier Charro, Paco Dana, Nathan Elmer, Victor García, Yorsy Hernandez, Tomas Honz, Pawel Hordyniak, Nicolas Jamme, Sarunas Macijauskas, Antonio Maínez, Monsters Pit, Tomasz Morano, Daniel Pinal, Adrian Prado, Unreal Studio, Halil Ural, Bram Willemot and Ting Xu
Development Manager Luis E. Sánchez
Studio Coordinator Stéphane Bogard
Head of Studio Gilles Garnier
Fantasy Flight Games Midnight Setting created by Greg Bena

The Midnight Book

This review is based both on the physical book and the PDF version of the product. At the time of my purchase, the book came plastic wrapped, with a code for PDF redemption inside the front cover.

The product is 373 pages long, including endpapers, a code redemption and publication page, a title page, a credits page, a one-page table of contents, a three-page index, an ad for an upcoming supplement, Crown of Shadow, and a full page OGL statement.

I’ve now seen two Edge Studios 5e OGL books, and they are both gorgeous. This book is full color, although that palette runs to darker colors with muted backdrops. While the artwork in the original was excellent for its time, the artwork in this volume is thematically consistent with its topics and meshes well across the book.

A gaunt, pale elf, holding a staff topped by a blue gem.Differences between Editions

I wanted to quickly touch on the differences between the 3.0 version of the setting and this version. The first thing to note is that the original version of the setting was about 250 pages, which means this volume is over 100 pages longer than the previous version.

While much of the broad strokes of the campaign setting remain consistent, there are some changes between them. The original version of the setting introduced new classes like the Channeler, the Defender, and the Wildlander, because traditional versions of classes like wizards, sorcerers, paladins, and rangers weren’t allowed in the setting. The Channeler could learn traditional spells much more slowly than casters in the core game, and classes could pick up lower-level spells by learning feats. This was to simulate the hardships of learning magic in a setting where spellcasters are hunted down.

The races in the setting included a section called “half-breeds,” which included dwarf-orc children that were framed as always having a tragic origin rooted in slavery and abuse.

Orcs in the original setting were a race created to be evil by the fallen god Izrador, mutated from existing dwarves. Instead of making them created servants, the new edition adds more cultural details to orcs before they were pressed into service by Izrador and clarifies that they were a naturally occurring people that were no more likely to be prone to evil, except that Izrador’s first conquered territory happened to be their homelands.

The version of Heroic Paths that existed in the original version of the setting were lists of abilities, based on the individual path, that automatically granted new powers at each level of progression, often in the form of spells tailored to help that character act out their destiny, and framed as innate heroic magic, rather than learned spellcasting.

The Night King known as the Sword of the Shadow got a name change between editions. In the previous edition, the Night King’s name was Jahzir Kamael, but this was changed to Othaeron Mortenbreth, possibly to avoid the Tolkien-originated trope of allying folk with MENA attributes (or names) with the evil overlord of the setting.

And finally, the original version of the campaign setting contained a sample adventure, which for all the expanded page count of the new edition, this version did not include.

A massive, rotting humanoid figure wearning a horned helm and armor, holding a huge metal bar of a sword.Setting Material

Much of the page count of this book is invested in the campaign setting’s history and locations. There is a broad section that describes what laws exist in occupied lands, how spellcasters are hunted, what lands remain free, and what languages exist in the setting.

In the World of Midnight section, there is information that may be largely known to player characters. This section details the three human cultures of the setting, including the former human nation comprised of the other cultures, now under occupation, as well as the riders and raiders living on the run from Izrador’s troops.

This also looks at the halfling’s lands, where the halflings are often subjugated by occupying forces, and the river lands, home of the gnomes, who carefully work for Izrador’s forces while acting as smugglers and spies.

The dwarven lands remain free of Izrador, but that’s largely because they are isolated. They take in some humans that have fled to their lands but prepare to eventually be overrun once the armies tunnel into their underground lairs or scale the peaks.

The massive forest Caraheen is the battleground between the Witch Queen and her elves, and the forces trying to press into the forest or burn it down. The forest is large enough to have rainforests in the south, and snowy regions in the North, and the elves use the spirits of the dead, bound to the trees, to create the Whisper that warns them of what is coming.

The lands controlled by Izrador’s forces are covered in The Secrets of Midnight section of the book, which discusses the Northern Marches, the lands formerly settled by the orcs, as well as the occupied sections of other lands. This also details the various temples of Izrador and their Black Mirrors, sacrificial altars that are slowly sucking the magic out of the world to help Izrador rebuild his physical form.

This section also spends a lot more time discussing orc culture, looking at how orcs have some of the most sophisticated linguistics of all the species in the setting. They also delve into the orc’s matriarchal culture, and how there is a growing matriarchal cult that is encouraging orcs to desert Izrador’s service and reclaim their own society.

A terrier watching over two terrier puppies playing with a stick.Unique Creatures of the Setting

The interesting thing about the Midnight setting is that it’s in some ways the aftermath of what a D&D setting might look like after an evil overlord’s shadow passed over the land, but not every D&D-ism is native to the setting. In this way, it’s not entirely unlike Dark Sun, but minus the ecological disaster and the separate masters of individual city-states.

The Creatures of Midnight section touches on each of the major monster types used for D&D, and explains, in broad strokes, which ones exist here, which ones used to exist here, and what shows up here that doesn’t appear elsewhere.

As an example of some changes to the setting’s lore for creatures, many Dire animals are actually intelligent creatures that seek to preserve nature and resist Izrador’s troops, although not in organized resistance. Constructs are strictly the product of divine magic, so only those created by followers of Izrador function in the current age. Dragons are unique entities, rather than individual species. The only surviving giants are hill giants, who are pressed into Izrador’s service. Because of the barrier keeping out the gods, celestials and fiends that were in the world when the barrier went up are trapped in the world.

Of the unique creatures in the setting, the Astirax are fiends used by the Legates, Izrador’s clerics, to sniff out and hunt magic, and they do this by possessing natural animals. Fiends and celestials that have been destroyed, but can’t reform in their home planes, become possessing spirits known as Wrathstalkers and Haunting Angels. Halflings have the absolute best friends ever in the form of Wogren, “monstrosities” that appear like dogs and can sense the presence of supernatural creatures. They use these senses to help keep halfling communities safe, and the Wogren puppy artwork makes me want one.

NPC stat blocks include varying CR stat blocks for soldiers in Izrador’s legion, Legates of different orders, including the Witch Takers, who specialize in finding spellcasters for reeducation or sacrifice. There are also a few stat blocks for different resistance fighters from various cultures.

The Night Kings, Izrador’s most powerful servants, all get stat blocks as well:

  • Ardherin, The Sorcerer of Shadow (CR 25)
  • Othaeron, The Sword of Shadow (CR 25)
  • Sunulael, The Priest of Shadow (CR 25)
  • Zardrix, The Wrath of Shadow (CR 26)

All the Night Kings were once servants of good, who became tempted, corrupted, or lost hope in the face of Izrador’s victory. Each one commands an aspect of Izrador’s legions or a facet of his overall plan, although Zardrix, the tragically corrupted dragon, is largely a force of destruction let off her leash when Izrador needs wide scale destruction.


While this version of the setting no longer has the custom core classes, there are still some mechanical changes and additions that the book introduces. There are no tieflings, dragonborn, half-elves, or half-orcs in the setting, and there are no clerics, monks, or warlocks.

Unfortunately, the book still uses the term “race” for the individual cultures, and it presents them in the older 2014 standard, meaning that stat bonuses are attached to these races. None of the entries include an alignment line, because the book assumes that no one is playing villains in the game, and anyone can be a survivor or a hero. The “standard” races included in the book get Midnight-specific statistics, and these include:

  • Humans
    • Dorns
    • Sarcosans
    • Erenlanders
  • Dwarves
    • Clan
    • Kurgun
  • Elves
    • Caransil (High)
    • Danisil (Wood)
    • Erunsil (Sea)
    • Miransil (Snow)
  • Gnome
  • Halfling
    • Enslaved
    • Nomadic
  • Orc

The Heroic Paths that existed in the previous editions are present here, but instead of a level-by-level “add-on” set of benefits, characters interact with these Heroic Path abilities via feat trees (not unlike how characters in previous editions gained access to spellcasting). These Heroic Paths are:

  • Avenger
  • Beastborn
  • Believer
  • Channeler
  • Dragonblooded
  • Earthblooded
  • Guardian
  • Ironborn
  • Preserver
  • Speaker
  • Sunderborn
  • Wildblooded

While each character can choose an initial Heroic Path feat, the later feats in the feat tree are only gained if the character uses their normal progression choices to pick those feats. Each of these feat trees has five feats, and the last four feats in this tree have prerequisites of 4th, 8th, 12th, and 16th level, as well as the requirement to take the previous feat in the chain.

A standing corpse with long rotting hair, wearing a crown and jewelry, with red eyes.Some of these feat trees can shore up missing elements from traditional D&D settings. For example, the Believer gains the ability to turn some kinds of foes due to their belief in something better beyond Izrador, while the Preserver picks up some extra healing ability.

There are also unique backgrounds to the setting, new spells (many of which interact with elements that exist in the setting, such as the Astirax), and new feats. There are also notes on what spells do not function in the setting. These consist of various spells that rely on access to the planes, as well as some divination spells.

This does lead me to a bit of confusion over a comment made in the book about returning the dead to life. Revivify, Raise Dead, and Resurrection aren’t on the list of spells that don’t exist in Midnight. Later in the book it mentions that the only way to avoid death for a PC is to be raised by a Legate of Izrador (bad option) or to be reincarnated by a Druid. However, Bards have all those spells on their class list, and Paladins eventually get Revivify.

The DM facing mechanics include the rules for Power Nexuses, as well as several examples of where they exist in the setting. Power Nexuses can be tapped into to cast spells, but each only generates a certain number of charges, and has a cap on its maximum charges, as well as a set limit to how many charges regenerate per day. In addition to assisting in casting spells, Power Nexuses are the only locations where new magic items can be created.

There are also Keeper of Obsidian, Soldier Legate, and Witch Taker class options, not for players, but for the DM that wants to build a Legate villain using the same rules for PCs. While I’m not usually too interested in spending time building NPCs with PC rules, it is interesting seeing cleric options that are framed around clerical orders instead of domains.

They still mechanically get bonus spells and Channel Divinity options, but these play around with the assumptions that your 8th level subclass ability will revolve around cantrip casting or additional melee damage, and by using “order” instead of “domain,” it feels like you can cast a slightly wider net when it comes to telling a story with the abilities. I’d be interested to see this used for other clerical orders in a different setting.

Running the Game

Right from the start, I’m glad that the first section in Running the Game is a discussion of calibration and safety tools. In addition to explaining what Lines and Veils and X-Cards are, this section gives a shorthand of what content warnings to give players about the setting:

  • War (an especially bloody, grueling, and often asymmetrical war) and occupation by a foreign power.
  • Murder and human sacrifice (especially by the legates).
  • Child abduction (especially by the legate Witch Takers), child soldiers (especially amongst the orc legions), and potential child abuse.

An undead dragon hovering in the air, with a wound where it's heart should be.Not only does it give these out as general content warnings, but also tells the DM to do what they can to work with players to remove content that they don’t want in the game, even if it is included in the setting itself.

One thing that I noticed in all of the setting information is that while there is a lot that a DM can extrapolate as elements that can be added to a game, the gazetteer section is very “traditional” in its presentation, in that it doesn’t stop to address the reader about what kinds of adventures or adventure hooks might be facilitated by a specific region. Sometimes it’s not hard to do this work, but I think it’s always useful to have that more overt discussion with the DM as someone running a setting, not just reading fictional background material.

Because of this, I was excited that there was a section called Midnight Adventures and Campaigns because I was really hoping to see outlines of what a long-running campaign might look like in this setting. Unfortunately, most of this section is about what standard D&D stories won’t work in Midnight.

The biggest friction, to me, is that the advice is to always give the PCs hope of doing something positive, but always make sure its on a small scale. It specifically spells out that the setting isn’t about defeating Izrador and bringing a new age of peace to the land, it’s about saving this group of villagers that were taken by Legates for whatever reason. That’s fine, but it feels strange to provide heroic feat options up to 16th level, while still constraining exactly what the PCs should expect to be able to accomplish.

I’m not even saying that a single campaign should always have its ultimate goal as defeating Izrador, but I could envision a generational approach to the setting where different campaigns managed to defeat different Night Kings, and undermine Izrador’s plans over the course of generations. Is that beyond the scope that we should be looking at for a 1st to 20th level campaign? I’m not sure from reading this.

Honestly, I just want to see some bullet points on “this is what a tier one Midnight game should do,” “this is what a tier two Midnight game should do,” etc. But unfortunately, in this edition, we don’t even get a sample adventure to model what our first foray into the setting should be. While I have ideas on how I would run this game, I really wish we had more tools to bridge that gap from traditional D&D to this kind of setting.

Promise of Hope

This setting was compelling to me in the 3rd edition era, and it remains compelling to me. I love the increased lore and texture given to orc culture, and I like some of the course corrections made in the content of the campaign. In many cases, these feel less like things were removed, and more like they were slightly realigned and given more context. I like that the 5e implementation doesn’t attempt to swim upstream by reworking the magic system and creating alternative classes, given that this setting should feel like “a D&D setting where evil won.” I think swapping around too many assumed abilities, like higher-level spells, really messes with the ability of the DM to use their existing skills to plan adventures and encounters, so I’m glad that magic is a little more forgiving this time around.

The Sundering
I think there is going to be a disconnect between being excited about the potential of the setting and using the tools in this book to implement the setting in a game with other gamers.

 I can picture lots of individual adventures in this setting, but it’s hard to piece those together into a building narrative in my mind. All the things that feel like they should be adventurer goals, especially at higher level, are held out as things that are just part of the status quo. By 15th level, I’m not supposed to be planning how to invade a temple and destroy a Black Mirror? That doesn’t feel quite right to me. I loved the setting information, but I wish we got a little bit of a breather after individual sections, talking to us as people using this material in a game.

Tenuous Recommendation–The product has positive aspects, but buyers may want to make sure the positive aspects align with their tastes before moving this up their list of what to purchase next.

My hesitation in giving this a greater recommendation isn’t because it’s not a compelling, well-written setting in a gorgeous package. It’s because I think there is going to be a disconnect between being excited about the potential of the setting and using the tools in this book to implement the setting in a game with other gamers.

I think as this line gets more adventures and supplements, it’s probably going to be a lot easier to envision what your characters should be doing as they progress through different tiers of gameplay, but as it stands now, it feels like maintaining the status quo of the campaign world is one of the primary GM principles, and that means the play space needs a lot more definition.

Do you have a favorite post-apocalyptic setting? What are your goals in those settings? Can you play a long-term game with your primary expectation being personal survival? We want to hear from you in the comments below.