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*Thought I made a post already, guess it didn't go through*

I spotted this project after finding out about it on the Necromancer Boards. Well, you wanted feedback, so here we go...

Races: Very well done. I like what you've done here. You got the essence of the Races down, and you'll even get people to play a Half Orc, other than just for the +2STR, or just to play a Half Orc.

The one thing that stands out here is the Gnome. I like how you've looked back at the roots of the Gnome to make them stand out more, but without making them too faelike as to take away from their D&D past. Though if you did go that extra step, I wouldn't mind. The only real issues here is that the Reptilian side of "Hatred" and the "Defensive Training" doesn't seem to fit with the fluff you presented. The anti goblin side kinda fits the new "faelike" Gnomes, when you look at the legends behind them though. Maybe these could be looked at more when developing the book from either a mechanical or fluff perspective, perhaps a bonus to Charm spells might be appropriate for the Fae fluff.

The rest of the Races are spot on. Nice work.

Classes: Again, I really like what you've done here. But again there's one thing that stands out to me that could be looked at, and that's the standardisation of Hit Dice. In most cases this works perfectly fine, but it doesn't seem to fit with the Wizard.

I can see why you want to make it more durable, but I still think it should stick to the old D4 Hit Dice. This isn't for traditions sake though. It's more due to the existence of the Sorcerer Class.

The Wizard is a Bookworm that studies for all his arcane knowledge. The Sorcerer is born with it, not forsaking other things for their Magic like the Wizard does. Yet they have the same base HD and the same base Skill Points. I always thought that it didn't seem right though.

I'd understand if you just left things as you have them now. But I personally think this is an opportunity to separate these Classes a bit more by making the Sorcerer more durable, while keeping the Wizard as fragile but more learned without having to rely solely on their INT score for their Skill Points. Even if their extra Skill Points could only be spent on Knowledges (if fact, I think that would work well).

But maybe this is just a personal thing.

The other Classes you've given us so far, they're great. Nice work. Can't wait to see the others.

Skills: I like the Skills you've merged together, they work well. Not so sure about the complete eradication of "Rope Use" though. Getting rid of the skill is fine, but instead of getting rid of it completely, you could merge parts of it with Survival and Theft. It really is the area that the Ranger and Rogue should specialise after all.

Also, not sure how the Fly Skill will play out. Seems odd, but might be fun to play around with.

Feats: Some nice ideas here, but I don't really like the "One Combat Feat At A Time" rule. It takes away most of the point of even having some of those Feats. I can say honestly I'd be steering away from most of these getting only a few in a 20 level progression when I have a choice. Also requiring to use certain Feats in previous rounds makes these less appetising.

Also, Power Attack and Deadly Aim always being at full power takes away my desire to use them.

This section is really my only real dislike about what you've done. I don't think the "Combat Feats" idea works well at all. Maybe if you made the list less discriminating, for instance I don't think Dodge should be there, though I can see why you don't want some things comboing.

Also, maybe if you've built up to a specific level (ie Great Cleave), if you could maintain that level instead of being reset back to Power Attack, that might make Combat Feats more worthwhile.

The Other Sections: They're all good. I don't think you need any input there.

Overall good work. It's just the Combat Feats that need some work. All my other input is mostly personal taste.