EMPIRE STATE

A Noir-Pulp RPG inspired by the novel of the same name

Hey there, Mack. Youre new here, arent you? I can tell from the confused and vaguely pained
look on your face. Finding it hard to breathe? That will pass soon enough you just need to get
used to the Empire State.
Whats the Empire State, you ask? Its not so much a what as a where. And in your case, its
where you are right now. The Empire State, year Twenty. Not Nineteen-Twenty. Just Twenty.
Judging from the look of you, I would say you came from New York City, around Nineteen-Fifty?
Am I right?
Thought so. Most immigrants can say the same, but there are some from more exotic places. I
get ahead of myself, though; there will be time enough for that later. Right now, you should get
yourself to the Empire State Building and let them know youre here. Theyll help you get settled.
Where is the Empire State Building? Heh. Thats probably the only thing you already know. Its
in the same place as in your world.
Welcome to the Empire State RPG. In this game, you will find rules for creating characters and
situations that would be right at home in Adam Christophers novel Empire State or any of a
number of other movies and novels set in the film noir genre. Using these rules, you and your
friends will create stories that reflect that genre you will drive narratives through the
weaknesses and failures of your characters, as well as their strengths. Just as the protagonists in
the source materials find themselves beaten up and betrayed before the clues start to come
together, you will portray characters who suffer loss and betrayal as part of their quest for the
truth.
This book provides a review of the traits of film noir and an overview of the important details of
the Empire State setting. If you wish to remain true to the novel, we largely leave it to you to
(re)read Adams text and flesh out the specifics. On the other hand, we do provide guidance for
creating worlds of your own in the broader setting of pocket worlds and reflections of Manhattan.

If you want
An overview of the film noir genre
Tips on creating your own world
To create a character
To review how the mechanics work
Guidance about how to structure your story
To set-up a social contract for play
Random tables to help you fill in some details
To know what movies I watched while writing

Turn to
Book 1
Page 2
Page 6
Book 2
Page 9
Page 12
Book 3
Page 24
Page 36
Appendices Page 37
Page 41

Book One: Genre and Setting

Film Noir
The fog was so thick, he couldnt see the entrance to the building across the street.
Her face was hidden in thick shadows.
The dimly lit room was reflected in the ornate brass mirror.
Stories (and movies) associated with the film noir genre are characterized by dim lighting, damp
weather, and dramatic shadows. A characters eyes might be hidden by the brim of their hat
unless they are highlighted by lights cutting through a set of venetian blinds or reflected off a car
mirror. The physical darkness of these settings is a very real manifestation of the bleak tone of the
stories told in the genre. The stories and characters in true film noir tend to be pessimistic,
downbeat, and often morally ambiguous.
The plots of noir stories are often built around crime. Someone has found a corpse, or is about to
become one. There are heists, con games, and conspiracies all ultimately doomed to fail.
Relationships are marred by greed, adultery, and betrayal. Characters tend to be flawed.
Detectives are hard-boiled and police officers are on the take. Husbands are jealous and writers
are down-and-out. Femmes fatale are dangerously alluring and if someone is well-heeled, they
are likely a villain. Oh, and nearly everyone is packing heat.
Characters in the film noir genre can be described in terms of their passions and obsessions.
Cigarette smoking is rampant. Bars, nightclubs, and gambling dens are frequented. Former
speakeasies are more popular than ever and at least one drawer of every desk has a bottle in it.
The shamus (and nearly everyone else) has an unhealthy relationship to their hat, their gun, or
both.
As noted earlier, stories nearly take place at night and in the rain. The sun only shows up at the
end of the story after the hero has accomplished their goal, and then only as a symbolic
recognition of that success. Further, characters often find themselves under a deadline. They have
to race to prevent the villains master plan. They need to find the evidence before its destroyed.
Its only a matter of time before the thugs (or the cops) break down the door. Keep the characters
under pressure. Dont give them time to breathe unless they are in a room filled with dangerous
gas.
While there are a few simple settings that get used regularly in film noir (a seedy office with
Investigations stenciled on the door, a winding road through the sticks or along the ocean cliffs,
or an isolated house on the outskirts of town), most often the characters will find themselves in a
complex environment. The city is a labyrinth. Climaxes are set in physically complicated places:
refineries, train yards, chemical plants. Remember, the NPCs are going to be trying to kill the
PCs. Give (both of) them places to hide.

Film Noir and Empire State

Typically, stories in the Empire State RPG will reflect a slightly optimistic take on the Noir
genre. Characters are working to cut through the darkness and make the work a little brighter.
They may have a tough going and they will certainly face betrayals and setbacks, but if they are
persistent, tomorrow can be a better day at least of a handful of individuals.
Often, characters in the Empire State RPG will find themselves trapped in unwanted situations
and striving against random and uncaring fate. Fortunately, unlike many Noir characters, they are
usually not doomed. Unfortunately, if they want to succeed, they will need to give into their
passions and obsessions and even betray those closest to them. They will often find themselves on
the wrong side of the people in power and will need to use all their resources to find a solution
before the crime is pinned on them (whether they are guilty or not).
When you design your character for the Empire State RPG, you will be identifying relationships,
addictions, and possessions that you will use (and that will be used against you) to progress
toward your goals. Remember that the line is often blurred you might have a passion for coffee,
but not actually possess any. (Your passion may mean that you are nearly always out.) You might
have a huge collection of incredibly useful books, as well as, a passion for collecting rare tomes
and/or you might be holding a smoldering desire for a particular book seller.

Shadows of the Empire State

While you can play in the original world of the novel, the real opportunity (and intent) of the
Empire State RPG is that you will create your own pocket world. When you do so, keep in mind
the similarities between the worlds.
Approximately 20 years ago in the source world, there was an epic battle between two
technologically empowered super beings. Though we dont yet understand how, so great was the
passion behind this battle that a schism was opened in the very stuff of reality. And beyond this
schism, worlds were formed. As of yet, no one has counted all of the worlds beyond this fissure,
but research has indicated that they are all somehow linked.
Each of these worlds is a shadowy reflection of New York City, and even more specifically, of
Manhattan Island. Now the similarities may be easier or harder to see on individual worlds, but
they are there for those who now what they are looking for. Names of people, places, or things
may be swapped but somehow familiar. Even in a pocket world where dragons replace airships
and P.I.s use spells in place of cameras, the Empire State Building looms over the landscape.
In addition, each of these worlds sprang up fully formed, at the time of the climax of the battle.
They emerged with complete histories, although their inhabitants cant quite remember anything
prior to Year 1 with any clarity. The vast proportion of the population also has no idea that they
are in a fissure world. They dont even realize that they dont have memories older than 20 years
old and become very confused when the lack of history is pointed out to them. In the novel, the
catch phrase Wartime has been adopted by the inhabitants of the Empire State to explain
anything for which they dont have an answer.
Recently, there was been a change in the government of most pockets. And with that change in

government there has been a loosening of restrictions. They may be reflected by an end of
prohibition (of alcohol, tobacco, or more exotic substances). It may mean the end of nightly
curfews. Colorful advertising (or indeed advertising of any kind) may just now be becoming
prevalent. The formerly militaristic police force may be softening its approach possibly to the
dismay of some of the old guard.
The Fissure provides the power necessary to run businesses, light homes, and create raw
materials. As a result, the Schism site is likely to be heavily guarded. It exists at the far end of the
pocket world, in a zone often referred to as some variation of The Battery or Battery Park.
Typically, these worlds are shaped by the imagination and beliefs of one (or more) people who
are reflected in the pocket. If the believer is paranoid, concerned about impending war, then the
mirror world they unintentionally shape will be bound up in preparation for, or possibly in the
middle of, an unending war. Fortunately for the inhabitants for these worlds, their homes
typically continue to exist, even after their creator has been killed. Typically, but not always.
When creating a mirror world for your own game, keep these facts in mind. Think about how
your game world reflects New York City. What are the similarities? What are the differences?
Even though the inhabitants dont recall the super heroic battle that caused the creation of their
world, there is usually some event associated with Year 1 that everyone remembers. Maybe it is
the arrest of a super hero or the start of a war. What is the key event in your world? Finally, it is
not necessary to identify WHO shaped the world through the force of their will (though it can be
valuable to do so), but you should have a sense of their belief structure. The answer to this
question may shape or be shaped by the previous two questions. A professor of anthropology who
specializes in lost cults might imagine an Empire State that is plagued with fish-men and
tentacled horrors, while a hero-worshipping young boy might create a pocket world populated
with four-colored heroes and their larger than life nemeses.
Your setting will reflect (and perhaps sometimes intersect) New York City circa 1930 to 1950 to
some degree, however the details of your pocket are yours to create. How similar or different
your world is to the New York City of the novel or of the real world is entirely dependent on the
players at your table.
If you want to bring an Aztec Cities of Gold vibe to your pocket, first make certain everyone in
your group agrees with that descriptive direction. Then, begin to incorporate aspects that reflect
that feel into your narrations. For example, the Empire State Building (and other major structures)
may reflect an Aztec-inspired pyramid architecture. This in turn may lead to battles on the large
steps that top these buildings, many stories above the streets. The best neighborhoods may
literally be lined with gold. Feathered head dresses may replace the iconic fedora as the headgear
of choice. The most powerful people in town may be recognized priests (honorary, high, or
otherwise). Blood sports may be popular forms of punishment and entertainment.

Some Additional Facts About Empire State

1) It is roughly 1950 in the real New York City.
2) The year in most Empire States is Twenty. This might be 20 years since the start of The War,
20 years since a major governmental regime change, or 20 years since launch. Or it might just
be Twenty for reasons no one remembers.

3) The Empire State Building is a fixture in all pocket reflections of the Empire State / New York
City. A thick fog (or other seemingly natural barrier) defines the edge of the pocket. Travel
beyond the fog is very difficult and results in travel to a even more shadowy reflection of the
starting point.
4) Time does not run parallel between worlds. It generally runs in the same direction, but not at
the same rate.
5) At the start of your chronicle, the land mass of your Empire State will be roughly the size of
Manhattan Island. In addition, the layout of your pocket will broadly reflect Manhattan.
6) Beyond the fog that surrounds each pocket world is yet another reflection, this time of the
pocket itself, one more step beyond the original New York City source material. Sometimes
people and objects from those reflections can cross back to the originating pocket.
7) We dont fully understand the links between the worlds in the Pocket and the Origin. It is
postulated in the novel that every event, every person is threaded between the worlds.
Inhabitants get reflected across worlds. The reflections are not always clean and rarely
predictable. Here are one set of interpretations of some of the major characters from the Novel
(with their Shadows):
Rad Bradley / Rex Braybury Moxie 5, Mental 4, Physical 3, Wealth 2, Relationships 1. Rad
has a Background 3 in Investigator and 1 in Way with People. Rex has a Background 3 in
Criminal Tendencies and 1 in Trigger Man. Both have their Hat as a possession detail.
Carson / Nimrod Moxie 3, Mental 4, Physical 1, Wealth 5, Relationship 2. Carson has a
Background 3 in Science and 1 in Government Man. Nimrod swaps the two ratings.
Kane Fortuna / Gardner Grey Moxie 4, Mental 1, Physical 2, Wealth 3, Relationships 5.
Kane Fortuna has a Background 3 in Investigator and a 1 in Weird Stuff.
Sam Saturn / Lisa Saturn Moxie 1, Mental 5, Physical 4, Wealth 2, Relationships 3. Lisa
Saturn has a Background 3 in Weird Stuff and a 1 in Seductive.
Byron / Keats Moxie 2, Mental 3, Physical 5, Wealth 1, Relationships 4. Byron has a
Background 3 in Weird Stuff and a 1 in Science.
Typically Shadows (reflected individuals) will have the same Asset ratings as the original source.
Their backgrounds will vary, either in importance (swap ratings see Carson and Nimrod) or
type (opposites see Rad and Rex)

Information about Travelling between Pockets

Any travel between pocket worlds requires acclimation. Once you travel and acclimate to a
different world (including the source world), you need to acclimate when you return to your home
or travel to a new world.
One way to travel is via reflections, known as transition via projected reflection. To do so, it is
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necessary to minimize reflections other than the ones you intend to use. This is probably the
easiest on the body and the most expensive in terms of resources. Similar methods can be used to
observe or communicate across pockets.
A second way to travel is via the Fissure itself. This is harder on the body, but less likely to incur
time dilation penalties.
A third way to travel is more unintentional. If you kill someone, particularly someone from a
different pocket, there is a chance you will be pulled through to a different world. This is the
hardest to pull off intentionally and most likely to incur time dilation.
And, finally, there is always the chance that you just turn a corner and find yourself elsewhere.
The mechanics of traveling between worlds and acclimation are found in the recovery section of
Book One.
Regardless of how you transfer, the mechanics of acclimation are not your only challenge. The
streets are likely to be laid out differently to some degree and the names of people and places are
most certainly going to be different.
In the Mechanics section of this book, you will find specific rules reflecting these various modes
of travel.

Why Travel between Pocket Worlds?

The number of reasons to travel through the Fissure is as numerous as the number of worlds the
Fissure connects. One of the biggest is wanderlust. While it appears that some of the pockets may
be growing slowly due to their inhabitants fight to drive off the shadows, they are still limited in
scope. While the real world is much larger, even going to another world can provide new
adventures for those in search of a change.
People use transfer to run to or away from something. Those with big plans may be seeking a
place to set up a base of power, to find allies, or to gather much needed resources. Individuals
wanted on one world may seek to escape to another to avoid incarceration or worse. If you are
looking for a way to kick off a story, consider having some enter or leave your home setting, give
your PCs a reason to care, and then follow the leads where ever they take you.

Adapting Other Pocket Worlds

The Empire State RPG assumes you are playing in a version of Empire State that is more or less
similar to the one seen in the novel of the same name. But there are a myriad of possible Empire
States, what if you want to set in one of those?
Just do it.
The Assets and Backgrounds were designed to port easily between settings, but if changing
Driver to Horseman or Pilot better fits the setting, feel free. Regardless of the name,
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Backgrounds work the same allowing re-rolls of dice showing numbers equal to or less than the
value of the Background for actions that are in sphere of influence of that trait.

Example Alternate Pockets

Fissure Heroes / Noir Supers
Dozens of citizens, maybe more, have been given strange powers by the energies of the fissure in
this pocket. Not fully accepted by the general populace, these empowered men and women keep
their secrets to themselves, emerging only at night and then, in masks, to fight crime or wreck
evil.
Despite their powers, these fissure freaks (as they are sometimes called by the newspapers) suffer
the same slings and arrows of capricious fate as characters in other Empire State settings. And
one piece of advice - those who display their powers most openly are the least likely to be trusted.
The Defenders of the Empire State are the premium super team of one such pocket. Lead by the
Reach, rumored to be a former beat cop who turned mystery man when stymied by corruption on
the force, the DES includes such notable members as Red Wing and the Crimson Bat, the
Boggart, and Gaslight. While they are the most obvious fissure heroes in their world, there are
others. Kafada is a super man forever separated from his home whose tribal tattoos give him
powers well beyond those of normal men. Barrow Boy is thought to be a ghost. He is said to
move faster than the eye can see and seems only interested in rescuing those who cannot save
themselves. And some say that the Blue Scandal, urban shaman and mob boss, is secretly fighting
crime by bringing the criminal elements of the Empire State under his control.
The Haugland Chronicle / Noir Meets Fairy Tales
This is a pocket crafted from the imagination of a young woman who still believed in fairy tales
and that there was a shining knight waiting out there for her.
Twenty years ago, Mob Boss Wolfe was sent up the River to the Big House. Before he left, he
split his holding between the three Haug brothers: Jerrell, Elden, and Garret. To Jarrell, he gave
fully two-thirds of his holdings and in the past two decades, the eldest Haug brother turned that
investment into control of nearly half the land area of the Empire State. Wolfe gave Elden, the
middle brother, nearly two-thirds of what remained. Elden, in turn, used the money and power to
seize political control of the Empire State. Wolfe gave the rest of his criminal empire to the
youngest Haug brother, Garret. Garret decided to go straight and spent his money to start a soup
kitchen.
Word on the street is that Wolfe has been set free and is heading back to town. Hes going to
want his money back with interest. No one in the City is going to be safe from the nightmares
that the big bad Wolfe is going to unleash to get whats his.

Some More Quick Examples

Shadows and Sorcery / Noir Urban Fantasy
This is a pocket crafted from the imagination of a young boy fond of pulp fantasy literature,
mythology, and the swashbuckling tales of Dumas.
The tall towers of this Empire State are roosts for winged lizards.
Proper men do not leave their homes without strapping on their sabers.
Criminals rely on enchantments to perpetrate their evils.
U.S.S Empire State / Noir in Space
This is a pocket crafted from the imagination of an African American writer who had visions
of a better future in space.
The U.S.S. Empire State is a city-sized space transport.
She was launched 19 years ago on a continuing mission of exploration.
The ship itself is divided into self-contained blocks and neighborhoods which can be sealed
off in case of emergencies or for security reasons.
The command section towers over all other structures at the center of the ship.
The corridors are labyrinthine and dimly lit.
Uniforms, suits, and hats are important. And indicate the status of the wearer.
Gender and skin color dont have any impact on status, neither does non-human (i.e.
extraterrestrial) heritage.
Noironomicon / A Blend of Mythos and Noir
This is a pocket crafted from the imagination of a disturbed writer or archaeologist.
The sewers are populated by fish men and tentacled horrors.
Cultists hold secret meetings in the homes of the wealthy.
Criminals rely on enchantments to perpetrate their evils. Characters find themselves entangled
in the schemes of those in power.
Peering too deeply into the secrets of this worlds reality can cause mental stress or worse.

Book Two: Character Generation and Mechanics

CHARACTER GENERATION
Concept
Give your character a name. Write a short phrase identifying your character. If your character is
not from the pocket that the play group has defined, verify everyone else is okay with that and
identify what world you are from. Example concepts: Hard-Boiled Private Detective, Career
Criminal Trying to Go Straight, Femme Fatale, Insurance Claims Adjuster, Down-and-Out
Writer, Gun-Toting Thug, Working Class Joe.
Characters are defined by two sets of numbers. Their Assets (Moxie, Mental, Physical, Wealth,
and Relationships) are rated from 1 to 5 and measure the characters overall potential or nature.
Their Backgrounds (characters start with two Backgrounds) measure the sum of their
experiences, personal advantages and nurturing prior to the start of the story.
Example:
Artie and his friends have decided to play the Empire State RPG. They decide on their setting
basics over dinner one night [See Book Three] and agree to meet again in a couple of weeks to
do char gen and start play.
The group reconvenes and after catching up on the events of the last couple of weeks, Artie and
the others brainstorm more about the setting and their character concepts. Stan still wants to
work with the Count of Monte Cristo concept, but has toned down the violence. Instead, he
proposes more of a blend of Sherlock Holmes and Batman. His character tracks down evidence
against his foes and leaves it for the authorities to find. The group agrees this is a much better fit
to the tone they discussed.
Carl riffs on this idea and proposes a Commissioner Gordon-type who acts as unofficial liaison
to Stans character.
Jessica wants to play against genre and create a priest. Not a nun, she insists, a woman who
is openly and successfully operating as a priest. The group agrees to the concept as long as she
finds a way that the priest can interact easily and often with the other characters.
Jo is an experienced gamer and normally plays tomboy style characters, but this time is really
taken with the idea of playing a sultry torch singer.
Artie, despite initial resistance to the idea of adding magic to the setting, has become smitten with
the idea of playing an urban shaman in the days since the group last gathered. Unfortunately, he
also realizes that everyone else has a stronger character concept than his and that no one has
stepped forward to act as the Game Master for the campaign. Though he hasnt run a game in the
past, he has played in several, and has spent the most time reading the rules, so he shelves his
character concept to use as an NPC and steps up to moderate the game.
His first act as GM is to point out that no one has incorporate the settings magic concept into
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their character description. Thats okay, but it does leave an idea that everyone was excited
about on the table.Jo gives him a knowing smile and tells him that shes got the magic angle
covered.

Assets
Rate your Assets (Moxie, Mental, Physical, Wealth, Relationships) from 1 (low) to 5 (high),
using each integer once.
Example:
With their concepts fleshed out, the players print out blank character sheets and start filling in
the blanks.
Jessica thinks about her priest, Reverend Lilah, and decides she wants the character to be built
around relationships, so she sets her Relationships at 5. Figuring a woman who openly operates
as a priest is pretty strong willed she sets her Moxie at 4. She decides money is unimportant to
her character and finishes up by setting her Wealth to 1, her Mental to 3 and her Physical to 2.
Jo struggles a bit, because she thinks all of her assets are important. Finally, she surprises
everyone by setting her Mental to 5. My torch singer has some secrets. She follows this with
Relationships at 4 and Moxie at 3. Her Wealth can be lower as she relies on her other talents
to get along. Her Wealth comes in at 2 and Physical at 1. Shes a lover, not a fighter.
Stans character comes in at Physical 5, Wealth 4, Mental 3, Moxie 2, and Relationships 1. Hes
a wealthy loner, but he was tough enough to survive his time in prison. Carl assigns the
following assets to his Police Commissioner: Mental 5, Relationships 4, Physical 3, Wealth 2,
and Moxie 1. The Moxie feels low, but maybe he just doesnt have anything to believe in at the
start of his story.

Details
For each active Asset category (typically Moxie, Wealth, and Relationships), list one detail for
each point in the category and rate from 1 (low) to the value of the Asset. See each Assets onepager for more information on details.
Example:
Arties friends struggle a bit with details, so he gets them started by having them pick a
Relationship detail (Contact) with at least one of the other characters.
Stan, having only one Contact, picks Carls character, Commissioner James. The one honest
cop on the force 1. Carl picks Jos character as one of his starting contacts. Maybe in the
first story one of my NPC contacts can betray me and I can shift that relationship to the man in
black over there, he says, indicating Stans character. Working around the table, Jo selects
Jessicas character as one of her contacts. She has a lot of respect for this woman who has
painted herself in such a non-traditional role. Jessica completes the loop by selecting Stans
mystery man. I may not know who he is, but I am intrigued by this masked vigilante. He is either
an angel or in need of salvation.
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Since all of these relationships are with PCs, they do not need to roll for complications.
Jessica continues to flesh things out while the others also work on their details. She considers
taking a small church as her Possession, but decides she would have more freedom if she is
officially without a parish at the start of the game. Instead, she chooses her Holy Book as her
Possession Detail. Because her Moxie is set at 4, she gets four passions. She chooses three: I
would kill for a cup of Joe - 4, No one is beyond salvation - 3, and Never turn away a lost
soul - 2. She saves her last passion for definition in play.
Her Mental asset is 3 and her Physical asset is 2, but she does not plan on a Weird Stuff
background, so she doesnt choose any details for them at this time. If she changes her mind, or
later adds the background, she can come back and/or fill them in during the game.
That leaves her remaining four Contact Details: Leonora OHara, a waitress who wants to
become a singer - 4; Bruno Keyes, a lifelong hooligan that she wants to redeem - 3; Vera Martin,
the daughter of a watch-maker - 2; and Dix Collins, a cyborg who is trying to rebuild his life
after the war - 1. Because each of these are NPCs, she rolls on the Yes, And table to learn
the rest of the story. Artie helps interpret each roll. Leonora admires Reverend Lilahs skills at
oratory and always leaves her tips in Lilahs offering plate (Patron Admires the characters
skills). Bruno used to be part of Lilahs flock, but doesnt want nuttin to do with her any more
(Past History Former Patron). Vera makes no secret that she doesnt want Lilah in the
neighborhood, perhaps because the Reverend distracts people from admiring Veras beauty
(Rival Intense). Dix only hangs around Lilah so he can steal from the offering plate (Criminal
Embezzler).
The others finish up their details and the whole group moves on to the next step.

Weaknesses
It is strongly recommended that you take one Weakness or Flaw for each Asset category.
Weaknesses/Flaws may be used to activate Voluntary Failures for additional dice during play.
You are required to take at least one weakness (two if you take a Weird Stuff background).
Example:
Jessica looks at the char gen rules and realizes she needs at least one weakness and up to one per
Asset. Given the role of a female priest is so unusual, she decides that having a troublesome
shadow from another pocket dimension makes some sense, so chooses that as her Moxie
weakness. She also decides that while Reverend Lilah is very smart, she is unobservant perhaps
by choice. Lilahs already got enough flaws in the Physical realm and does not add a Physical
Weakness to the mix. Jessica gives Lilah the Wealth weakness of overly generous. Finally, she
chooses a Relationship Weakness she is tempted to go back to the well of the troublesome
shadow, but decides to go with Woman in a Mans World instead. Not only does this cause
problems related with going against culture, but it also tends to drive off potential suitors who
find out about her job as well.
When designing your details, goals, and weaknesses, remember that the same person, passion, or
item could show up in multiple places on your character sheet. The more often it shows up, the
more powerful and important it is to you. For example, an alcoholic P.I. might have alcoholic as
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one or more weaknesses, always up for a drink as a passion, and his hip flask as a possession.
He might even have Get my ex-wife back as a goal a goal that will require him to kick the
demon booze.

Backgrounds
Backgrounds tie your Assets to your concept. Choose 2 from the available list that best define
your past. Rate the one that is most important to you a 3 and the other a 1.
A Career Criminal trying to go Straight might have Criminal Tendencies rated at 3 and Jailbird
rated at 1 to represent both his skills and the time he spent behind bars. A Hard-Boiled Private
Detective might have Investigator rated at 3 and Government Man rated at 1 (since he spent some
time on the force before he was drummed out).
Example:
Reverend Lilah definitely has a Way With People, so Jessica assigns this as her Background 3.
She also picks up Artistic Spirit as her level 1 Background to represent her skill with oratory.
This links up nicely with her contact Leonoras admiration of her skills.
Note: When rating your Assets, Backgrounds, or a category of Details use each number once.

Goal
If you are planning to play more than a one-shot, give your character a goal something bigger
than a single story to pursue. This is your characters Personal Goal an overarching drive that
pushes them into action and draws the attention of the fickle hand of fate. This may be a desire to
reconcile with an ex-spouse, finding a missing relative, learn some big secret, or rule your home
pocket world. These goals should take multiple stories to complete. During each session of play,
you will also have a story-driven goal: solve the mystery, get away with the crime, find the
MacGuffin, or just get out of a situation alive.
Example:
Artie and his friends intend to play a campaign game, so each of the players chooses a Personal
Goal for their individual characters. These goals wont come into play as a major part of the plot
of any given story or episode, but they will be incorporated into the denouement scenes and
should flavor character scenes. Stans character has a Goal to wreak vengeance on those who
were responsible for his wrongful imprisonment. Commissioner James just wants justice brought
to the Empire State. Reverend Lilahs goal is to establish a permanent sanctuary, while Jos
character wants to ascend to the head of her mage house.

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Example: the middle two columns of Jessicas completed character sheet for Reverend Lilah.

Name: Reverend Lilah

Concept: Priest
GOAL: Establish a Permanent Sanctuary

MOXIE

Weakness: Troublesome shadow

Passion Details:
( 4 ) I would kill for a cup of Joe
( 3 ) No one is beyond salvation
( 2 ) Never turn away a lost soul
( 1 ) _____________________
( ) _____________________

WEALTH

BACKGROUNDS
Background (Rating)
Way With People ( 3 )
Artistic Spirit
( 1 )
______________ _ __ __ ____ (
______________ _ __ __ ____ (

)
)

Weakness: Overly generous

Possession Details:
( 1 ) Holy Book
( ) _____________________
( ) _____________________
( ) _____________________
( ) _____________________

MENTAL

Weakness: Unobservant

PHYSICAL

Weakness: ______________________

RELATIONSHIPS 5
Weakness: Woman in a Mans World
Contact Details:
( 5 ) Stans Mystery Man (PC)
_____________________
( 4 ) Leonora OHara. Waitress, wannabe
singer. Admires Lilahs Oratory Skills.
( 3 ) Bruno Keyes. Hooligan, needs
redemption. Wants to be left alone.
( 2 ) Vera Martin. Watch-makers daughter.
Doesnt want Lilah in the neighborhood.
( 1 ) Dix Collins. Cyborg trying to rebuild
his life. Steals from the offering plate.

WEIRDNESS DETAILS
(Only with Weird Stuff Background)
Type of Weird Stuff (Associated Asset)

(
(
(
(
(

13

) _____________________
) _____________________
) _____________________
) _____________________
) _____________________

ASSETS, WEAKNESSES AND DETAILS:

Moxie
Moxie represents the strength of your passions and your influence on the plot. You will start with
one Passion Detail for each point in your Moxie rating. You will start each session with your
Moxie rating in plot points.
Moxie Weaknesses can be linked to your obsessions or to elements of the plot.
Example Moxie Weaknesses include:
Alcoholic Sometimes the Fates stick a drink in your path at just the wrong time.
Troublesome Shadow An alternate version of your character from Manhattan (or some other
world) is out to cause trouble most likely that trouble is intended for your character.
Jumps into Anything Youre eager for excitement, but that sometimes means you leap
before you look.
Moxie Details are called Passions. They include the things that drive your character in your dayto-day activities. They might represent loves, hatreds, or obsessions.
Example Passions include:
Sing us a Song Youre particularly inspired by musicians. When a Torch Singer or Crooner
steps on stage, you often find new inspiration.
Keep the Customer Satisfied You live to serve. When working to make your customers (or
clients) happy, you can draw on inner reserves you didnt know you had.
Its Late in the Evening Youre a night owl. Somehow, just being up later than everyone else
can give you a rush.
Me First / My Friends Second You know whos important in life You. And maybe your
friends, if you have any. Being selfish has its own rewards.
I Love a Good Time You love a good drink and/or a good party. Or even a mediocre one.
When living it up, you can really summon up the best of what you have to offer.
Never Say Die When things look the bleakest, you always have something more to give.
You dig down a little deeper, push a little harder, and nearly always come out on top.
Get to the Bottom of It You are driven to solve mysteries. Nothing gives you more of a thrill
than finding that key detail that others have missed.
Once youve chosen your passions, rate them from 1 (low) to the value of your Moxie (high).

Mental
Your Mental Asset represents your intelligence and observation skills. You will not start with any
Mental Details unless you take a Weird Stuff Background associated with your Mental Asset.
Example Mental Weaknesses include:
Alcoholic Your need for that next drink clouds your judgment sometimes.
Unobservant You may be bright, but sometimes you miss obvious details.
In Over My Head Sometimes your search for the story gets you in a little more trouble than
you can handle on your own.
Demonic Pact Typically reserved for appropriate Weird Stuff or Shadows. You owe the
Devil (or a devil) for one or more favors. He may not be ready to collect just yet, but that
doesnt mean that things still dont go against you. Old woman may recognize the demons
touch on you and shun you. Flowers may wilt in your presence. Or maybe the Devil is ready
to collect of course that means you have to die first.
Gremlins - Typically reserved for appropriate Weird Stuff or Shadows. Technology just seems
to break around you at the wrong time. Phones dont work, cars dont start, light bulbs break.
Its probably just coincidence though, right? Its not like a pack of real gremlins would follow
you around invisibly just to cause you problems, would they?
Example Mental Weird Stuff (and associated Details) include:
A Nose for News You have a sixth sense that ensures you are in the right place at the right
time, especially if there is a story to be found there. Possible Details include: Right Place
Right Time, It Takes One to Know One, My News Sense is Tingling, Mental Compass. A
possible associated Weakness is In Over My Head sometimes your search for the story gets
you in a little more trouble than you can handle on your own.
Urban Shaman You may come from a long line of witches or you might be the seventh son
of a seventh son, but either way, you have some degree of access to the forces of magic. In
most settings, the special effects are pretty low key but in some pocket worlds you can really
tax the CGI Budget. Possible Details include: Talk to Spirits, Mystical Bolt, and Divination.
Possible associated Weaknesses include Demonic Pact or Gremlins.
Once youve chosen your mental weird stuff details, rate them from 1 (low) to the value of your
Mental (high).

Physical
Your Physical Asset represents your strength, endurance, agility and dexterity. You will not start
with any Physical Details unless you take a Weird Stuff Background associated with your
Physical Asset.
Example Physical Weaknesses include:
Alcoholic Youve got it bad. Your constant inebriated state may inhibit your ability to walk
or shoot straight. Or possibly its the other way around you cant shoot straight anymore
unless youve got a good stuff drink (or three) in you.
Out of Shape You may have been an athlete once, but now are no longer in prime condition.
Or maybe you have always been a little on the heavy side. Either way, you find yourself out
of breath in inconvenient situations.
Gear/Exposed Power Source/Critical Component If your Weird Stuff background is
associated with some sort of equipment like a power suit or an enchanted sword, your gear
make work against you. In the case of complicated technological (or mystical) items, a
critical component might fail (or be stolen) at an inopportune moment. In the case of simple
gear, like a weapon, its just not available when you need it you forgot or dropped it, or it
has been taken from you.
Susceptibility In the case of really Weird Stuff (powers gained from Schism exposure for
example), you might have also picked up an unusual weakness or susceptibility. Your powers
might not work against wooden or iron objects or you might be severely weakened by certain
types of unusual radiation. A Science! check can often reveal this sort of weakness to
inquisitive types.
Example Physical Weird Stuff (and associated Details) include:
Power Suit / Robot Body You have access to technology that gives you physical abilities
beyond that of mortal man. Possible Details include: Enhanced Strength, Armored Hide, Jet
Boots, Self-Contained Breathing. A possible associated Weakness is Exposed Power Source /
Critical Component.
Schism Stranger Direct (or indirect) exposure to Schism energies has altered you and given
you strange, innate powers. Possible Details include: Super Speed, Super Strength, Flight,
Shape-Shifting. Nearly anything is possible. A possible associated Weakness is
Susceptibility.
Enchanted Sword Somehow you have laid hands on a legendary weapon. While it serves
incredibly well as a weapon, it also has one or more abilities that make it extraordinary.
Possible Details include: Light on Command, Vorpal Blade, Detect Evil. A possible
associated Weakness is Gear a weapon like that is likely to be taken away from you at your
opponents first opportunity.
Once youve chosen your Physical weird stuff details, rate them from 1 (low) to the value of your
Physical (high).

Wealth
Your Wealth Asset represents your access to money and possessions during play. You will start
with one Resource Detail for each point in your Wealth rating. Wealth does not limit your options
for possessions, but can indicate quality. Consider two characters with their bar as a Resource
Detail: Joe, with a low Wealth score, might have a seedy corner tavern visited only by locals and
deadbeats as a detail; on the other hand, Faye, with a high Wealth score, might have an upper
class night club. Both are bars, but the quality is based on the value of the Wealth score.
Example Wealth Weaknesses include:
Alcoholic Youve spend all your money on booze. This makes it difficult to purchase
anything else.
Outstanding Debts The good news is you know people who are willing to float you some
money. The bad news is that one or more of them is calling their debts in *now*. Even if you
are wealthy, you can be heavily leveraged and when your chips are called in they are that
much bigger.
Exposed Power Source / Critical Component Even if you dont have it as Weird Stuff, you
may have an important piece of equipment that can fail at inconvenient times. This weakness
(possibly under another name) could represent a car (or airship) that is out of fuel at the worst
possible moment.
Wealth Details are called Possessions. They include the physical objects that are important to you
and that you leverage to get through the day. Possessions might also be places: Your House, Your
Office, Your Bar are all valid possessions.
Example Possessions include:

Your Hat Hats tend to be very important in the genre.

Your Stash of Coffee (Booze/Tea/Whatever)
Your Gun
Your Badge
Your Airship
Your Weird Stuff Item Objects, Passions, and the like can show up multiple times and in
multiple ways on your character sheet. The more they show up, the larger the impact they
will have on your game.

Once youve chosen your possessions, rate them from 1 (low) to the value of your Wealth (high).
As with all Assets, it is important to remember that the value of the Asset indicates its narrative
strength and importance to the character as much, if not more, than it indicates relative or
comparative strength. An heiress who has access to vast funds but who doesnt use them might
have a lower Wealth value than a struggling P.I.
Your Possession Details are also not an exhaustive list of the things you own. They are merely
your characters iconic possessions, the ones most likely to come up in the story.
Given the rules, why wouldnt you spend all your details on an airship and an office? In short,
you dont because those things dont fit your character. A gritty P.I. might own a car, but if it

only shows up rarely OR never gets beat up, its probably NOT a Possession detail. Its just a
prop.

Relationships
Your Relationships Asset represents the strength of your social web. You will start with one
Contact Detail for each point in your Relationship rating.
Example Relationship Weaknesses include:
Alcoholic Youve burned a lot of bridges getting this deep into the bottle. People tend to
have very little patience for you these days.
Mug Only a Mother Could Love You are not exactly what folks call attractive. This can
cause you trouble when trying to make friends and influence people. Fortunately, you have
other skills to fall back on. You do have other skills, dont you?
Cant Trust a (Wo)Man Wearing a Mask For some reason, youve chosen to keep your face
covered. This might be to protect you from the negative impacts of acclimation or it might be
to hide your identity. Whatever the reason, people tend to have bad first impressions when
they cant see your face.
Troublesome Shadow There is someone running around who looks just like you. They might
be your doppelganger from another Shadow, a long lost twin, or the results of plastic surgery.
Regardless of how they got your face (or you got theirs), the actions and decisions they make
tend to make it difficult for you to maintain your existing relationships or start new ones.
Relationship Details are called Contacts. They include the people you interact with on a regular
basis. They may or may not be friendly to you and the feeling may or may not be mutual. If
they are particularly important to you, they may also show up in your passions. At least one of
your Contacts should be one of the other PCs. Consider instituting a rule where you include the
character of the player on your right as one of your Contacts. If another player takes your
character as a Contact, you DO NOT need to reciprocate and take theirs as a Contact as well.
Example Contacts include:

Your Spouse / Significant Other / Child

Your (Ex-)Boss
Your Snitch
Another PC

You may be thinking at this point that each of the Assets is a very important one. Relationships
should be high because you have to slot one detail to another PC. Moxie should be high because
you can use it to drive any action that is important to you. Physical and Mental are important
because they drive most actions. You get the picture. And youre right. They are all important. As
a result, you need to focus on which is most important to the narrative of your story.

Yes, And Contacts

The inhabitants of the various reflected pocket worlds of the Empire State have only existed for
about twenty years, no matter what their memories or physical age may indicate. As a result,
there are aspects of their relationships with others that they dont completely understand. To
reflect this, when creating a relationship with a character not owned by a PC, you only get to
define part of your relationship. To determine the rest of the relationship, roll on the following
table.
Table: Yes, And Contacts
Roll 1
(Down): \
Roll 2
(Across)
(1)
Companion
(2) Rival

(1)

(2)

(3)

(4)

(5)

(6)

Loyal Friend

Bumbling
Buddy

Grim Ally

Gung Ho

Groaning
Griper

Incurable
Romantic

Friendly

Jealous

Intense

Fierce

Deadly

Obsessive

Unrequited

Married to
Another

Different
Class or
Station

Romantic
Triangle

Spouse

Unfaithful

Admires the
characters
skills

Sexual
Interest

Needs all the

friends he
can get

Needs the
characters
skills

Chosen at
random

Part of a
complicated
wager

Burglar

Confidence
Artist

Extortionist

Embezzler

Substance
Abuser

Hooligan /
Thug

Ex-Friend

Ex-Lover

Former
Patron

Ex-Partner

Former
Cellmate

Went to
School
Together

(3) Beloved

(4) Patron

(5) Criminal

(6) Past
History

Backgrounds
Accountant
Youre good with numbers and with money. Good numbers men are hard to find and crooked
ones end up dead, so you are likely actively involved in managing the accounts of someone
powerful. Use with Moxie to work the books in support of your passions. Use with Mental to
interpret someone elses books. Use with Physical to physically manipulate money. Use with
Wealth to line your own pockets. Use with Relationships to know other accountants or to obtain
favors from your employer(s).
Artistic Spirit
The Artistic Spirit background covers the full range of the arts from painting to dance to music.
Use with Moxie to create a work inspired by your passions. Use with Mental to recognize artistic
styles. Use with Physical to do a physical performance. Use with Wealth to buy supplies for your
craft. Use with Relationships to know people associated with the arts.
Driver
Use with Moxie to drive when it really matters. Use with Mental to identify clues associated with
forms of transportation. Use with Physical to steer a vehicle or ride a mount. Use with Wealth to
purchase a form of transportation. Use with Relationships to know people associated with
transportation.
Investigator
Characters with an Investigator background know how to find clues and make logical deductions.
Use with Moxie to investigate something related to your passions. Use with Mental to investigate
a crime. Use with Physical to collection physical evidence. Use with Wealth to purchase
investigative supplies. Use with Relationships to find suspects. Public and private detectives and
journalists often have an Investigator background.
Criminal Tendencies
Use with Moxie to support your passions through criminal methods. Use with Mental to plan a
crime. Use with Physical to commit a theft or robbery. Use with Wealth to buy or sell illegal
goods. Use with Relationships to make contacts in the underworld.
Jail Bird
While the Criminal Tendencies background indicates your knowledge and experience with
criminal activities, the Jail Bird background indicates you actually spent time behind bars
regardless of whether or not you deserved it. Use with Moxie to pursue a passion associated with
your imprisonment. Use with Mental to understand the inner workings of someone else who has
spent time in prison. Use with Physical to use dirty tricks in combat. Use with Wealth to leverage
connections made on the inside to get resources here on the outside. Use with Relationships when
interacting with another Jail Bird or prison guard.
In The Family
The In The Family background indicates that you are associated with organized crime in some
way. You may be the innocent daughter of a crime boss, a slightly crooked accountant, or a fullymade hired gun. Regardless of the depth of your connection, there are advantages to the
relationship. Use with Moxie to leverage your connections in support of your passions. Use with

Mental to remember (potentially incriminating) details about the family business. Use with
Physical to handle things within the family if you know what I mean. Use with Wealth to get
discounts from business owners under the familys protection whether you know why they are
so nice to you or not. Use with Relationships to know other people associated with organized
crime.
Science!
Use with Moxie to invent something to support your passions. Use with Mental to understand
technology. Use with Physical to attack with one of your inventions. Use with Wealth to buy
supplies for your craft. Use with Relationships to know people associated with science.
Mythos!
There are secrets man was not meant to know. The secret history of the world. It might have to do
with tentacled horrors from beyond, vampires and other supernatural creatures, or something else.
Just what those secrets are will depend on your home Pocket.
Use with Moxie to act against the conspiracy in accordance with your passions. Use with Mental
to know *things*. Use with Physical to physically combat the conspiracy. Use with Wealthy to
purchase tools and weapons that will serve in your crusade. Use with Relationships to know
people who know *things*. This background handles more mundane knowledge and skills
associated with the Mythos of your home world. To obtain special powers associated with the
conspiracy, pick up an appropriate Weird Stuff background.
In particularly dark Pockets, the Mythos can bite back. Failure on (or even making) a Mythos
check can force you into (mental) recovery. Multiple exposures can increase the difficulty of the
recovery checks. Those who delve too deeply in such Pockets can go irrevocably insane.
Triggerman
Use with Moxie to use a gun to defend or destroy one of your passions. Use with Mental to
perform ballistic analysis. Use with Physical to fire a weapon. Use with Wealth to get a deal on a
firearm or ammunition. Use with Relationship to intimidate others.
Hooligan
Use with Moxie to fight for something you believe in. Use with Mental to recognize when
someone is trying to get the drop on you. Use with Physical to put the beat down on someone.
Use with Wealth to buy or find things that could be used as melee weapons. Use with
Relationships to know people associated with fighting.
Martial Artist
While the Hooligan background describes someone who uses size, strength, and raw ability to
cause damage both in and out of combat, a character with the Martial Artist background has more
formal training and as a result often more self-control. Martial Artists are often associated with
exotic communities.
Use with Moxie to use your martial skills in support of something you believe in. Use with
Mental to recognize various fighting styles. Use with Physical to fight. Use with Wealth to obtain
supplies that pertain to your style or to make purchases in the community associated with your
style. Use with Relationships to know other people associated with Martial Artist or with the
community associated with your style.
The Martial Artist background handles realistic styles and moves only. For truly cinematic wire
9

fu maneuvers, pick up your specific style as a Weird Stuff.

Way with People
This background works best after youve gotten to know someone, or at least people like that
someone. Use with Moxie to move people to support your passions. Use with Mental to convince
people via logical arguments. Use with Physical to intimidate others. Use with Wealth to
convince others through bribery. Use with Relationship to charm others.
Seductive
The Way with People background typically describes an interactive way of influencing others.
By contrast, the Seductive background means you have a certain something that others find
irresistible. Seductive usually works best when you first meet someone as the shine can wear off
once you start betraying them.
Use with Moxie to use your charms to get something associated with your passions. Use with
Physical to seduce someone. Use with Mental for a battle of wits or to charm them into giving
you what you want. Use with Wealth to get someone who doesnt know better to buy you
something. Use with Relationships to make new friends or to influence someone you havent
betrayed yet.
Government Man
A character with a Government Man background has a history with and knowledge of the inner
workings of government. They know how to navigate bureaucracy and can interpret legal matters.
Use with Moxie to cut through red tape in support of one of your passions. Use with Mental to
understand laws. Use with Physical to enforce laws. Use with Wealth to get a discount on
government surplus. Use with Relationship to navigate bureaucracy. Politicians and people
associated with law enforcement are most likely to have a Government Man background.
Soldier
A character with this background has formal military training. They may have survived with a
national army, as a mercenary, or just gone to military school. Their time in service may or may
not have been voluntary. It can be used in combat, but is most applicable to skills like tactics,
demolitions, and strategy.
Use with Moxie to apply your military skills in support of your passions. Use with Mental to
anticipate your opponents next move. Use with Physical to blow things up. Use with Wealthy to
lay hands on military equipment (legal or otherwise). Use with Relationships to run into an old
army buddy or leverage someones respect for the military to your benefit.
Weird Stuff
Define your type of weirdness (some examples: Armored Hero, Robot) and link to either Physical
or Mental Asset category. That Asset starts with one Weirdness Detail for each point in the
Assets rating. You will have certain special abilities that are linked to your weirdness explain
or note these when you take this background. They may or may not be the same as the Weirdness
Details you assign.
Most typically, you will only use the Asset (Physical or Mental) associated with the Weird Stuff,
but sometimes a different pairing will make sense. Use with Moxie to use your special traits or
abilities in support of your passions. Use with Mental to know things about your weirdness. Use
with Physical to apply your abilities for physical actions. Use with Wealth to gather supplies
10

needed for your abilities. Use with Relationship to impress others with your weirdness.
When you take Weird Stuff as a background, you MUST take a weakness that is associated with
the Asset you linked to Weird Stuff. In play, others can use this weakness as detail as if it were
listed as such on their character sheet.
What Price Weirdness?
Weird Stuff can give a character a definite advantage by providing additional details that can be
burned during the story. It will also open powers that are beyond normal ken. These perks are offset by a mechanical disadvantage.
When you take Weird Stuff as a background, you MUST take a weakness that is associated with
the Asset you linked to Weird Stuff. In play, others can use this weakness as detail as if it
were listed as such on their character sheet.
This weakness starts rated at the same level as the Weird Stuff Background OR the associated
Asset whichever is higher. When another character burns your weakness, it is reduced in value
by one just like any other detail.
Note that this is the only time a weakness gets a numeric value. Also note that your Weakness
value resets fully after the Denouement roll. (See the Plot Control section for more details on the
Denouement roll.)

11

MECHANICS
Determining Success or Failure
The majority of the time when you are required to roll dice, you will use this process:
(1) Tell the GM and your fellow players what you want to accomplish (your desired result). What
do you want to happen as a result of the action you are about to take?
(2) Identify the Asset and Background that will be used for the action being used for the action. It
is possible that you may not have an applicable Background.
(3) Roll a number of dice equal to the rating of the Asset. (Empire State uses the standard, sixsided dice you are used to from most board games.)
(4) If you identified a Background, re-roll dice showing values equal to or lower than the
Background rating. (You only get one re-roll per action.)
(5) Count the number of dice showing a 5 or a 6. This is your number of successes.
(6) Compare your Success Total against the Target value. (Typically, the Target value will be 1.)
a. If you have fewer Successes than the Target value, you fail your action and gain a Plot Point.
b. Otherwise, you succeed at your action and get your desired result. If you rolled two or more
Successes than you needed, you gain a Plot Point.

Complications
Recovery
After receiving a penalty from a Beating, shifting to a new Pocket World, or as a consequence of
some other action, you are considered to be in Recovery. If you are currently in Recovery,
reduce the number of dice you are rolling by the Recovery penalty. If multiple Recovery penalties
apply, use only the largest current penalty. (See Types of Actions and Recovery later in this
chapter for more details.)
Burning (or Leveraging) a Detail
If you want a shot at more successes, you may Burn a Detail. (See Burning a Detail/Leveraging a
Detail later in this chapter for specifics.)
Voluntary Failure
If you have a relevant Weakness, you may choose, before you roll, to fail. In this case, you get the
basic award of one Plot Point plus a number of Plot Points equal to the number of dice you would
have rolled.

12

Extreme Successes
Rolling three or more successes is a BIG DEAL. If you roll two more successes than you need for
any given Target (remember most Targets are set at 1), you actually gain additional narrative
momentum in the form of a Plot Point.
If you roll Six or more Successes, you not only gain the plot point, but major changes in the
setting result from your action. At the very least, your Goal should be advanced in some positive
way; but you may also shift the plot, find yourself with additional advantages, or cause the
Empire State to expand in some way likely adding landscape associated with your memories or
hopes. Some examples from the novel: the battles of the Science Pirate and the Skyguard were
blamed for floating Manhattan into the sky, electrifying the Hudson, making everyone with the
surname Johnston disappear for a day.
Rolling Nine or more Successes is literally world changing. It is this level of success that caused
the Fissure and the Empire State to spring into being to begin with. Not only do you gain the
benefits of Three or Six Successes, but you have given birth to a new world. Work with your
fellow players to define it and to incorporate it into your chronicle.

Types of Actions
Typically, the consequences of an action are stated before the dice are rolled. I want you to tell
me what you know about the mysterious airship. If you succeed, you get the consequences you
negotiated up front. These consequences can be nearly anything with the notable exception of
killing another PC. Dice cannot kill PCs PCs can only die when their player decides it is
appropriate for their story. Choosing your consequences or desired results properly can be very
important. Sometimes you very well may wish to put the hurt down on someone, but typically
you are going to want something more information, surrender, to defeat their master plan.
You will also want to sometimes pick challenges just to fail them. Often in film noir movies, you
will see a detective doing a montage of leg work, only to come up empty. Meanwhile, a clue
walks into his office, often on very shapely legs. Mechanically, in the Empire State RPG this
reflects a character choosing to fail an investigation check and turning the plot points gained
through voluntary failure into a filled node in the plot web.
A Beating
The goal of a Beating action is to do damage to a specific Asset of your opponent. If you succeed
your Action, your opponent gains a Recovery Track equal to the number of Successes you rolled
minus the number of Successes your opponent rolled. The value of the track indicates the penalty
in number of dice that the character will take on future actions until they take time to Recover.
The length of the track has a minimum of 1 and a maximum of 3.
Recovery Penalty from a Beating ONLY affects the Asset that took the Beating. For example, if
you have a Recovery Track or Recovery Penalty of 2 from a Physical Beating, you roll two fewer
dice for any actions based on your Physical Asset. (This can reduce your pool to 0 dice.)
Extended Actions
The goal of an Extended action is to accumulate successes. (Recovery Rolls and Climaxes are

13

both special examples of Extended actions.) An Extend Action has a total number of successes
necessary for final success and a Target. A character (or multiple characters) may roll as often as
they like to complete the action, though specific actions may have penalties for repeated rolls.
Subtract the Target value from the number of successes rolled to determine the number of
successes applied to the number needed for completion of the Extended Action.
Since a character may roll as often as they like until the action is completed, Failure can only
occur voluntarily. You only get one set of Plot Points for a voluntary Failure on an extended
action.
Outside of Recovery Rolls and the Climax, Extended Actions should primarily used when timing
is important. For instance, suppose Reverend Lilah has been tied up again and is trying to escape
her rope knots so she can help her allies find a gaggle of goons. The GM rules that the task is
relatively simple, but time consuming (difficulty 1 with a total of 2 successes needed.) Since
Lilah has a Physical Asset of 2 this will take her at least two rounds (and possibly several more)
unless she chooses to burn or leverage a useful detail.
Example:
Lilah tries to escape: Finding herself tied up once more, Lilah tries to escape before her allies
can come and rescue her. This whole damsel in distress thing is getting tiresome. The GM rules
that the rope knots are the same as described above: Difficulty 1, with a total of 2 accumulated
successes needed. On her first roll, she gets a 3 and a 5 one success which matches the
difficulty, but she doesnt accumulate any. (1 success minus difficulty 1 is 0 accumulated
successes.) She needs to roll at least 2 successes (5s or 6s) to start making real progress.
Goon Fight
It is not as common in Noir as in some other genres, but sometimes the protagonist(s) find
themselves facing a number of similar characters in a single fight. This is often best handed as an
extended action with a Target of 1 and a total number of successes needed somewhere between
the number of player characters and the number of thugs. Remember the goal may not be (and
often is not) to beat them all, but instead to get information, drive them off, or get through them to
their boss.

Opposed Actions
If multiple characters are acting at the same time, then their players take turns rolling actions on
their behalf. If order is important, the character with the highest Asset pool goes first. If there is a
tie, compare the relevant Background values, with the largest Background value going first. If
there is still a tie, assume the actions (and rolls) take place simultaneously and evaluate
accordingly.
Example Opposed Action - Plying your Opponent with Drinks:
Alcohol is a social lubricant. In an appropriate setting, you can choose to ply your opponent with
drinks to achieve various effects: get them to reveal details, to drink them under the table, etc.
Plying your opponent with drinks is an opposed, extended action with a penalty in the form of a
hangover.

14

 The character with the highest Physical Asset goes first.

The number of successes necessary for completion is equal to their Physical Asset.
The Target depends on your relative Physical Assets rating. If your Physical Asset is higher
than theirs, the Target is 1. Otherwise, the Target is 2.
Each time you roll to attempt to accumulate successes toward completion, you add one to your
respective Hangover Recovery Track.
If you succeed, you get your desired result as normal (this can include a Beatdown on your
opponent equal to their Physical Asset track representing a hangover).
In the next scene, you begin suffering from Hangover Recovery Penalties until you complete a
Physical Recovery.
Note that while you are plying your opponent with drinks to gain some result, they may be doing
the likewise to you at the same time.
Example:
Commissioner James and Rev. Lilah are trying to chase down Hatti Bannister. Hatti just wants to
get away. The order of action matters here, because if Hatti can get away, James and Lilahs
actions become moot. This is a Physical action, so they compare Physical Asset values to see who
goes first. James has a Physical Asset of 3, Lilah has a Physical Asset of 2, and Hatti has a
Physical Asset of 5. She gets to roll first, so it seems likely shes going to get away this time.

Difficulties
Most actions should have a difficulty of 1. Difficulty 3 actions are truly incredible challenges, but
still in the realm of natural human ability. Difficulty 6 actions are legendary. Difficulty 9 actions
are world-changing.
In practice, outside of the climax, Difficulty 2 checks should be rare and Difficulty 3 check even
more so. Non-climax Difficulty 2 checks might occur once or two a story. Difficulty 3 checks
(outside of the climax) might occur once every one or two stories. Even difficulty 3 checks on the
climax should be reserved for large groups of players and/or long and important stories.
What about Weapons (and the Like)?
Weapons (and other useful items/facts) play into the mechanics in two ways. First, if you have a
weapon as a detail, you can burn it for extra dice like any other detail. If youre lucky, the extra
dice will lead to extra successes which can turn into a longer Recovery for your opponent.
You can also convert Plot Points into extra dice to represent a weapon, useful item, or handy bit
of knowledge for one roll. It usually costs two Plot Points to buy each additional die, though if
you plan ahead you can purchase Chekhovs Gun dice during a recovery scene for use during the
climax. (Chekhovs Gun refers to a letter written by Anton Chekhov to Aleksander Semenovich
Lazarev in 1889 where he writes: One must not put a loaded rifle on the stage if no one is
thinking of firing it. In the Empire State RPG, the Chekhovs Gun rule is a way to set dice aside
during the game to stack the odds in your favor during the climax. For more details see Plot
Impact of Recovery later in the text.)

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Recovery and Recovery Rolls

Recovery rolls are a specific case of extended actions. Recovery Rolls are typically made with the
Physical Asset. Recovery Rolls DO NOT take Recovery penalties. Successes on a Recovery Roll
remove points from the Recovery track being rolled against on a one-to-one basis.
Recovering from a Beating
Recovery roll type depends on the type of Beating, but typically physical. If you are on the losing
end of a Beating action, you will gain a track equal to the difference in Successes (minimum of 1,
maximum of 3).
Other examples: Your Relationships can take a Beating from a scathing column in the society
pages. Your Wealth can take a Beating from clever and aggressive business transactions. Your
Mental can take a Beating from challenging puzzles. Your Moxie can take a Beating from a direct
attack on your passions and/or belief structure.
Recovery Penalty from a Beating ONLY affects the Asset that took the Beating.
Hangover
Physical recovery. Roll as if you were Recovering from a Beating.
Acclimation to a World Shift
Physical recovery. If you move between Manhattan and the Empire State (either direction), you
add a number of points to an acclimation Recovery Track based on the mode of transport. These
methods all assume you are traveling to or from the real New York City. If you are traveling
between Pockets (as opposed to the real world), add an additional point to your acclimation
Recovery Track.
Mirror Shift Transition via projected reflection: The most expensive method, Difficulty 2
with a total of 2 successes needed beyond the Target. Can be attempted as an extended test,
with 1 point added to your acclimation Recovery Track for each attempted roll. This is best
attempted with the backing of some serious Wealth or other burnable details.
Schism Travel Direct Schism transference: The hardest on the body due to direct
exposure to the Schism, Difficulty 1. Adds 3 points to your acclimation Recovery Track. If
the check is failed, you still transfer, but your arrival point is radically different than you
expected extreme physical displacement, well after or before you intended, or even a
completely different Pocket.
Murder Blood Sacrifice: Violent Schism travelers often discover this method
unintentionally. It is a Difficulty 3 test when attempted with the explicit attempt to travel
between Pockets. If your victim is from your destination Pocket, you only need 1 additional
success, otherwise you need 2 or more accumulated successes. This method is likely to result
in temporal displacement unless you also spend 1 additional Plot Point for each success you
needed to make the trip.
Accidental: Finally, it is possible that you just turn the corner and find yourself elsewhere.
This can only occur at the whim of the GM to support the narrative and adds 1 to your
acclimation Recovery Track, but you get a Plot Point for your trouble. You can choose to add
additional points to your acclimation Recovery Track when this occurs and gain a Plot Point
for each point you add.

16

Once you Acclimate to (fully recover from moving to) a new world, moving back will initiate a
new Recovery Track. Returning to your starting world before you complete your Recovery erases
the track.
In the novel, agents of Nimrod wear Acclimation Respirators when traveling to the Empire State
from New York. Wearing an Acclimation Respirator can stave off the effects of a World Shift.
There is no Recovery penalty for World Shifting while it is worn, however, an Acclimation
Respirator inflicts a one die penalty to all asset rolls while worn.
Example:
Rev. Lilah is knocked unconscious after Jessica invokes Unobservant Weakness to fail to notice
the goons waiting for her around a corner. They get the jump on her and, in addition to knocking
her unconscious, give her two boxes of Physical Recovery to deal with.
Jessica has a whopping 10 plot points after getting beat down, and decides to use them to her full
advantage. First, she decides to spend 5 of them to get a 6 die Chekhovs Gun for the climax.
(Because she is in recovery, the cost of the useful detail is reduced by one!) This session could be
heading toward a world-altering climax!
Rev. Lilah then feigns further unconsciousness while the bad guys reveal the plot. She fills in two
of the remaining three nodes of the Plot Web at a cost of two points each. One node is a place the rough voiced men describe a meeting in an isolated house at the edge of town at midnight.
They then leave Lilah alone, confident that she aint gonna wake up anytime soon. Slipping
free of her bonds and looking around she finds herself in a storage room. She finds a packing slip
with an address, presumably of the isolated house in question, and a name: Hatti Bannister.
The name doesnt mean anything to Lilah, but she makes a mental note of it to share with her
allies.
Her head is still ringing from the beating she took, so she takes a moment to clear her head
before slipping out an unguarded window. Jessica knows that Lilahs two die pool isnt going to
help much so she asks Artie if there is any coffee around. Artie says yes one of the goons was
drinking some and left it behind. (Hes applying the yes, and guideline here.) Jessica grins
and burns the (currently) 4 point detail I could kill for a cup of Joe for four extra dice. She
rolls 5 & 3, followed by 3, 5, 5, 1. Three successes is sufficient to clear her recovery track, so
Jessica has Lilah finish the coffee and escape! Lilah has important news for her allies!

Plot Impact of Recovery

Any scene during which you make a Recovery Roll, you may also make spend Plot Points at to
gain benefits at reduced cost. This may be used in any way that Plot Points may normally be
spent, including for additional Re-Rolls on the Recovery Roll. The Plot Point cost of any action is
reduced by 1 during an active Recovery. (This does mean you can get one re-roll or a one-die
Chekhovs Gun for free.)
You may also introduce Chekhovs Gun. Spend any number of dice and introduce a Useful
Detail that can be used to benefit the character during the Climax of their story.
For every Plot Point spent, the Useful Detail will provide 1 bonus die to the initiating
character for one roll during the Climax of their story.
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 The Useful Detail must be used before the Denouement. If it is not, the bonus dice and Plot
Points spent are lost.
You may only have ONE Chekhovs Gun set up for your character per story.
Example of Chekhovs Gun:
During the game session, Reverend Lilah is caught unawares by some goons and knocked
unconscious, suffering a two die Physical Recovery Penalty in the process. When she comes to,
she finds herself in a storage room surrounded by crates of oddly smelling herbs and spices.
Thinking they might come in useful later, Lilah pockets several small bundles before looking for
an escape. (Mechanically, she invests several Plot Points to get them as bonus dice later in the
story.)

Burning a Detail / Leveraging a Detail

If you want more dice for an action, you may burn a detail.
1) Roll a number of dice equal to the level of the Detail before burning. (This number of dice is
NOT reduced by Recovery penalties.) Count the number of dice showing a 5 or a 6 and increase
your number of successes by this value.
2) Reduce the value of the Detail burnt by 1.
Betrayal: If the Detail burned is a Player Character Contact, this is a Betrayal. The Betrayed
character receives one Plot Point for each point in the Contract Detail rating the Betrayed
character has with the Betraying character and the Betrayed character may also shift one from a
Detail related to the Betraying character to another Detail.
What is all this Burning Stuff?
The rules for burning originally came from the phrase Burning Your Bridges and were inspired
by the frequent betrayals in the novel and in the genre.
But you dont literally have to damage a possession or belief (or relationship) to leverage the dice
they represent. Mechanically you can burn any of your details without narrative impact
(perhaps this is better called leveraging) and still get the same bonus dice. Discuss your options
with your fellow players (see Social Contracts at the Table) before you decide to leverage a
detail rather than burn it to see if they are comfortable with this deviation from genre
conventions.

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Plot Control
Each character starts with a number of Plot Points equal to their Moxie.
Characters earn Plot Points when:
They fail an action (1 Plot Point) or choose to fail an action. If they choose to fail an action,
they gain 1 Plot Point plus 1 Plot Point for each die in the Asset they would have rolled.
Another character Betrays them. The Betrayed character gains 1 Plot Point for each point they
have in a Contact Detail with the Betraying character. They Betrayed character may also shift
a one point from a Detail related to the Betraying character to another detail of their choice.
They roll two or more successes over their Target.
Plot Points can be spent to:
Add a new character or location to a plot web. This costs 3 Plot Points.
Make additional Re-Rolls during an action.
o Spend 1 Plot Point make a second Re-Roll based on the Background applied to the
action. This Re-Roll is identical to the standard Re-Roll allowed based on your
Background and may be applied to any dice that currently show your Background value
or lower.
o Each additional Re-Roll for any reason increases in cost by 1 Plot Point. The third
(second additional) Re-Roll on an action costs 2 Plot Points. The fourth Re-Roll costs 3
Plot Points, etc.

The Plot Web, the Twist and the Denouement Roll

The Plot Web
When you start a story, choose a Plot Web to share. Each plot web includes a different number of
nodes to be filled and recommended Denouement pools for that web based on the number of PCs
participating in the story. Each Plot Web Template also includes the Climax difficulty based on
the number of PCs.
Each time you, as a player, spend enough plot point to fill a node on the Plot Web, you may add a
Person or Place to an open node. The open node must be either a starting node or connected to an
already filled node. If you need help deciding what to put into a node, see details from your own
character sheet or use the random Location and Character tables for inspiration. It is the players
responsibility to fill in the node, but the GM has the ability to guide or override your decision to
help guide the narrative.

The Twist
When the Plot Web is full, the Twist of the current story is triggered. For the purposes of the table
below, the character of the player who spent the plot points to fill the last Node of the Plot Web is
the Twist Character.
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Determine the nature of the Twist

The player of the Twist Character rolls 1d6 and works with the GM and other players to interpret
the results.
Roll Result
(1-2) Anagnorisis: Critical Discovery.
The player of the Twist Character describes a previously hidden detail that changes the story.
They may also spend any amount of their remaining Plot Points to purchase bonus dice to be
used at will during the climax. Every two Plot Points purchases one die. The bonus dice must
be purchased at the time the Anagnorisis Discovery is described.
(3-4) The Least Likely Villain: Other Players Bid on the Real Villain.
Each player, other than the player of the Twist Character, secretly bids at least one Plot Point
(and up to all of their Plot Points) on one of the characters in the Plot Web under the impact
of the Twist. The character that receives the most points is the Real Villain of the story.
Anyone who bid on the winning character and the player of the twist character split all of the
Plot Points that were bid evenly among them. The Twist Character gets any extras.
(5) Hero to Villain: The hero emerges victorious from the Climax but is corrupted by the
very thing he was fighting.
The Twist Character gets an extra free Re-Roll for every action during the climax. (Additional
Re-Rolls are purchased as normal, with no cost penalty from this extra Re-Roll.)
If they decide to accept the corruption, the player of the Twist Character describes their
corruption, makes a note of it on their character sheet AND chooses an improvement during
the Denouement that reflects that corruption.
If the player of the Twist Character does not wish to embrace the corruption represented by
this twist, they may instead choose to forfeit their free re-rolls and take a one-die penalty on
all rolls during the climax to reflect their inner struggle against this corruption.
This twist may seem arbitrary, but a little bit of corruption can add interest to your characters
overall narrative journey.
(6) Not Over Yet: The plot continues into your next story. Re-roll, ignoring any 6s, to
determine the twist for this part of the story.

Example - Hero to Villain:

In one possible Pocket reality, Stan rolls a 5 Hero to Villain when he triggers the twist. He
chooses to embrace the corruption and so receives free re-rolls during the Climax. Stans
character wrestles with Hatti Bannister for control of the mystic tome from which she is
attempting to cast an apocalyptic spell. Hatti is focused on her spell, so this is not an opposed
roll. Stans character has a Physical Asset of 5 and a Martial Artist Background of 3. He rolls: 6,
20

6, 3, 3, 2. Invoking his free re-roll, he re-rolls three dice again getting a 6, a 5 and a 1. He now
uses his standard re-roll to re-roll the 1 to get a 3. This gives him 6, 6, 6, 5, 3. If he wanted to reroll the three again, he would now need to spend a plot point.
Example Not Over Yet:
In a different possible Pocket, Stan rolls a 6 Not Over Yet when he triggers the twist. This
means he and his allies will be able to stop Hattis current plan before she takes over the Empire
State, but she will escape in the resultant chaos, only to return in the next session to implement
her REAL plan.

The Climax
Once the Twist has been determined and interpreted, enter into the Climax scene for the current
story. The Climax is an extended Action against the Real Villain/Threat. The Target number of
the Action and total number of successes that need to be accumulated is listed on the Plot Web
Template you choose for the story. Your goal will be to foil the antagonists master plan and you
should work with the GM to describe a suitably dramatic conclusion to the tale. Dont hold back
at long last, this is your chance to shine.

Endings (And New Beginnings)

Once the climax of your story is complete, you get to make a Denouement Roll to attempt to
improve an Asset or to improve or add a Background to your character. The roll is just like any
other roll in the game.
The Target value is one more than the current value of the Asset or Background to be
improved. If you are adding a new Background, the Target value is one.
Your Base Denouement Pool is based on the number of Players who shared the recently
completed Plot Web and is listed on the Plot Web Template for the story.
If you have any check marks from previously failed Denouement Rolls, add one die to your
pool for each check mark.
You may choose to burn a detail for additional dice as normal. (Detailed burned during
Denouement recovery before the end of the session like any other burnt or leveraged detail
see below.)
Re-rolls:
o If you are attempting to improve an Asset, you may use a Background as normal for rerolls.
o If you are attempting to improve or add a Background, you may use a relevant Asset for
re-rolls.
If you fail your Denouement Roll, add a check mark after the current value of the Background
or Asset you just attempted to improve. This check mark will add an additional die for the
next Denouement Roll you make to improve the character.
If you are successful, the Asset or Background is increased by one as desired. If you do not get
the target number of successes, you fail to improve your character at this time.
o Remove any previously placed check-marks from the Asset or Background.
o If you successfully increased an asset, the maximum values of all the existing details
associated with that Asset are increased by one and a new detail can be added.
21

The world should also reflect your success in completing your story, both in a physical
way (the rain stops, the sunrise is more beautiful) and with progress toward your Personal
Goal (your ex-wife calls and wants to have drinks, you get a clue to the location of your
missing nephew).

Regardless of success, once the roll is complete, you can partially refresh your details. Restore
one point to each detail, but do not raise any detail beyond their maximum. Also, if you have a
Weird Stuff background, others can use the associated Weakness against you, reducing its value.
As a result, you need to refresh your Weirdness Weakness value to its maximum value (the value
of your Weird Stuff or the associated Asset whichever is greater).
See Book Three Running the Game for an example of a Denouement Roll.

Meeting your Goal

Every character has a goal. When they reach that goal, their story arc is over. A character does
not necessarily need to be retired at the end of their story arc. You can continue playing the
character, by setting a new Personal Goal and starting over.
However by reaching a Personal Goal, your character has been fundamentally changed. You may
re-distribute the values of your Assets and re-define your Details to reflect your new status. Your
Background values will remain untouched.
OPTIONAL RULE: With each step of significant success toward your Personal Goal, reduce
your Moxie by one, shifting that point to another asset and adjusting the details for both Assets
accordingly. Once your Moxie reaches zero, youve met your Goal. This optional rule provides a
mechanical way to track your progress toward your personal goal.

The Law of Large Numbers:

Large Values of Assets, Backgrounds, and Successes
The mechanics are designed for Assets with maximum value of 5 and Backgrounds of maximum
value of 4, but the Denouement steps can easily allow either of these maximums to be exceeded.
If you are rolling an Asset of value of 6 or higher, there are no mechanical changes. Roll a
number of dice equal to the value of the Asset.
If you are using a Background of value of 5 or higher, you gain additional free re-rolls. You can
split the re-roll number into two or more values. The values must add up to the original value.
You can decide how to split the values as you roll. (For example, late in the campaign David is
rolling to convince his flock to vote against Sammy Stefanos for Governor of the Empire State.
Over the course of the campaign, he has raised both his Way with People background and his
Relationship Asset to 6. His initial roll is: 1, 1, 2, 3, 5, 5. He chooses to use 3 of his 6 points in
Way with People for his first re-roll and re-rolls everything except his two 5s. He gets 2, 4, 5, 5.
He makes a second re-roll with 2 points, re-rolling his 2 to get yet another 5. He has one point
left, but no 1s showing, so stays with five 5s and 4 a total of Five Successes! Impressive
results.
22

Large numbers of successes are literally world changing. If a character gets 6 or more successes
in a single action (following re-rolls, but not including extended actions), reality itself will shift to
ensure that you accomplish your goal. This can only happen when a character has an Asset of 6 or
higher and is likely going to require multiple re-rolls. Nine or more successes is even more
dramatic. For an example, consider the climatic battle between the Science Pirate and the
Skyguard from the opening of Empire State. Somehow, the passions that flared between the two
and that drove the final blow of that battle, caused the Schism and resulted in the various pocket
worlds being formed.

23

Book Three: Running the Game

The Basic Structure of the Game
Pre-Game Discussion
\/
Start with the Bullet
\/
Introduce the Characters
\/
Set the Scenes
\/
Fill the Plot Web
\/
Roll for the Twist
\/
Resolve the Climax
\/
Craft the Endings

Pre-Game Discussion
Before you start play, take a few minutes with your players to discuss the genre, setting, and style
of play they think they are getting into. Mistaken assumption can be a real game-killer. If one
player wants to play gritty crime noir and another thinks they are getting pulpy two-fisted action,
someone is going to be disappointed. Discuss and agree to the desired level of seriousness (and
comedy) and character collaboration. (Remember, players should ALWAYS collaborate to make
sure everyone is having fun. This doesnt mean that their characters cant be at odds.)
[See Also: Social Contracts at the Table, Genre and Setting, and Other Thoughts on Running the
Game]
Example:
After reading Empire State (the novel), Artie and his friends decide they want play the RPG. Over
dinner, they discuss the Social Contract. They liked the overall tone of the book, so they decide to
stick with a Film Gris genre. Things will tend to be bleak and even frustrating for the PCs early
in the story, but they have confidence that things will tend to go their way in the end.
Artie and Carl liked the novel as it is with its police blimps and crude super science, but Jessica,
Stan and Jo want a little more magic in the setting. After some discussion, they decide to combine
the two. During Wartime, magic was prohibited much like booze and cigarettes. But now that
peace has been declared and the laws have been loosened, urban shamans and neo-hedge
wizards are starting to come out of hiding. The characters from the novel may show up in the
game, but it is distinctly a different pocket world and if the books characters appear, they are
probably shadows of the originals. They decide NOT to focus on the multiple world aspect
initially, but agree that as the game continues visitors from (and going to) other worlds are fair
game.

24

Stan has been thinking while the discussion of the specific world has gone on and has come up
with an idea that he runs past the others. He watched a lot of hard core Film Noir in preparation
for the game and he wants to play an ex-con out for vengeance on the men who he believes are
responsible for sending him to prison. He describes the character as a more violent Count of
Monte Cristo. The group discusses thinks that this sounds a bit too dark for the setting that they
discussed. After a little thought, Stan agrees to revise his concept to fit the Film Gris genre more
closely.
Artie and the others then talk about scheduling. It is early December so they are practical about
having limited time during the holiday season. They agree to get together for dinner to do
character generation in two and plan to start the game after the New Year. Starting in January,
they will meet every time weeks on Saturday evenings. They will rotate between houses and will
gather early to eat dinner before they start focusing on the game.
[See Book Two for Examples of Character Generation]

Start with the Bullet

Film noir stories typically start with a tease of the crime. We, as the audience, watch the killing or
the theft that drives the narrative forward. A game of Empire State should start the same way.
Describe an evocative situation to your players in which they can involve their characters. They
may not get tangled up with the plot right away, but starting with the bullet will give them some
sense of where they are going.
At this point, you should also choose a Plot Web template. In general, a Plot Web with more
nodes will lead to a longer story, more dice in the denouement pool at the end of the story, and a
greater climax difficulty. A Plot Web with more connections will suggest a more complex story,
while fewer connections will be more straight-forward. Experienced play groups may even run
two plot webs at once, with different sets of PCs working on each web more or less
independently.
Example Plot Hooks / Bullets:
A gloved hand shoots a man, the same hand then begins opening large animal cages. With
each cage opened, the sound of wild animals gets louder. The camera zooms out and onto the
sign The Empire State Zoo. (Later, other deaths are blamed on the escaped animals,
rightfully or not.)
A war criminal traveling in New York escapes his pursuers by slipping through the Schism.
Once in the Empire State, he tries to disappear into the masses and start a new life, but fate
has a way of catching up with everyone.
The camera opens on a cracked safe. We, as the audience, follow it through the jewelry store
that has been robbed. We pass a dead man dressed in a security guards uniform and head out
into the back alley. We watch as someone or something slips into the sewer and pulls the man
hole shut behind them.

Introduce the Characters

Once the introductory scene (The Bullet) is complete, it is time to introduce the player

25

characters (PCs). Unless you have a specific starting point in mind, use the random suggested
locations table to generate a scene in which your PCs can interact for the first time. You have set
up the Bullet, now by giving the PCs somewhere to act you will set the tone for the story.
Together you will develop the first glimmerings of the whos and whys of the plot in this first
scene.
For instance, by having the taxi driver, the G-Man, and the scrappy reporter start a story in a train
yard, you have a chance to introduce a floating dice game in a box car. The reporter and
government agent can then explore who is responsible for the gambling while the taxi driver
ferries them about town.
Example:
With all of the characters prepared, Artie kicks things off with the Bullet. After a little thought, he
describes the following scene: We open looking at one of the taller buildings of the Empire State
skyline. Its not as tall as the Empire State Building itself, but it is none-the-less impressive. We
slowly pan up and in toward one of the upper most balconies of the building. A man is standing
there looking over the edge and a crow or raven is sitting on the railing, watching him. Behind
the man, we can see the room is in disarray, almost as if there had been a struggle, but no one
else is visible. We get a close up of the mans face. He looks hypnotized he is staring off into
space. The camera pans back and we watch as he climbs up onto the railing absently. He
continues to stare forward and looks neither to the left or the right nor up or down. We see the
raven cock its head and the man steps off the railing into space. The camera watches over the
edge as he plummets downward and disappears into the darkness.
Artie has attempted to set an evocative scene, without revealing any plot-defining details. That
will be the collaborative job of all the players as the story progresses. His next job is to set the
opening scene to give the other players a chance to introduce their characters into the story. He
chooses a small local grocery and describes the scene: There are three or four fresh fruit stands
in front of the shop and a handful of shoppers are milling about either examining todays
produce or carrying the ingredients of their evening meal out in cloth bags. An older man
wearing an apron is sweeping the sidewalk and an equally old woman can be seen inside,
working the cash register.
Artie then invites the other players to add their characters to the scene. Stan still doesnt have a
name for his character, but describes a well-to-do man walking down the sidewalk and pausing
to examine the fruit. Reverend Lilah enters from the opposite direction and greets the grocer.
Blessings on you, Mr. Lime. Artie describes Limes reaction, The man nods in greeting, but
does not look up from his task. Notice that Jessica has introduced a small detail to the game
she named the grocer. This is not relevant to the plot (yet) and so she does not need to spend plot
points or add him to the Plot Web.
Jo describes her character as coming out of a back room of the grocer. We cant quite see what
she has in her bag, but some oddly shaped and colored produce seems to be sticking out of it. She
gives the cashier a wink and a smile and begins to head out. Artie decides to run with this detail
as well. Find what you need, dear, asks the old woman. Jos character (who still needs a
name) nods. As always. Put it on my tab? Of course, comes the reply.
Finally, Commissioner James enters the scene. Stans character watches him intently. James
tosses the old man a large coin and takes an apple from the stand. No, no, its on us, objects
the grocer. (Artie is again running with the idea of James being the only honest man on the force
26

and giving Carl a chance to have his character shine.) Keep it. And the change is
Commissioner James response.
The players then have their characters interact. Artie watches for a chance to insert fall-out from
the Bullet, but gives the players a chance to beat him to the punch.

Setting the Scenes

After you introduce the Player Characters (PCs), you will need to set each subsequent scene. This
will likely (but not always) mean a change of location. You can choose the next location
randomly, based on some place introduced to the plot web, or selected from one of the PCs
details. Do this in conjunction with your players. Find out what they want to do. This may
suggest or rule out a particular location.
You will also need to introduce some sort of challenge. Remember, the plot wont advance unless
the characters starting trying (and failing) things. Let them search for clues, question suspects,
tussle with toughs, or ponder what theyve learned over drinks. All the players, but particularly
the GM, should watch for opportunities to roll the dice. Ask (or tell) the active player if what they
are doing warrants a dice roll. Remind them that they can choose to fail. And when they do fail
(by choice or otherwise), remind them to

Fill the Plot Web

We talk about this (and subsequent steps) in more detail in the mechanics section. Players can,
whenever they have sufficient plot points, choose to add to the Plot Web. They need to add a
person or place that is relevant to the plot and connected in some way to any (and all) plot nodes
that are connected to it. They are encouraged to make suggestions and use the random people and
places tables to get inspiration. The GM has the right to guide or even over-rule player
suggestions, but should try to limit this to situations they deem necessary to give the story
coherence. As often as possible, you should say Yes to your players, especially with regard to
the Plot Web.
Once the last node in the Plot Web is filled, it is time to
Later, the PCs find themselves at Fayes Place, a smoky cocktail lounge. A suspicious looking
character enters, but only Rev. Lilah is a position to see him. The Commissioner and Stans
character (who everyone has started calling Lash at this point) are talking at the bar and Cecily
(Jos torch singer) is busy performing. Jessica starts to gather her dice to roll to see if Lilah
notices the man, but then chooses to fail because she is Unobservant. Everyone agrees this is a
valid use of Lilahs weakness and Jessica records 5 plot points on her sheet. Artie, as GM, shrugs
and describes the shady looking man having a quiet, but heated conversation with a thug
guarding the office door. Eventually the thug gives in and the man slips into the back.
Now, with a sly grin, Jessica spends three of her plot points and fills in an open space on the plot
web. She decides it should be a person, and gives the mysterious figure a name and a
background: His name is Monte Robicheaux and he claims he is an explorer. She makes a note
on the plot web and looks at Artie.

27

The GM nods, Sure, I can work with that. Artie allows the scene to progress a bit further and
then narrates. Lash, you get up to head to the mens room and very nearly collide with the shady
figure coming out of the back offices. He murmurs an apology, but doesnt look up, careful to
keep something secured beneath his jacket. He clearly doesnt recognize you, but you recognize
him as Monte Robicheaux, a so-called explorer who hired you to investigate a flop house twenty
years ago. Your presence at that flop house was part of the evidence that was trumped up to send
you to jail.
Having inserted both the plot web addition from Jessica and Stans characters goal into the
narrative, he sits back again and watches to see where the players (and their characters) go next.

Roll for the Twist

The Twist Table is found in the mechanics section. This is the point in the story where the best
laid plans of GMs and players can go sidewise. It may be tempting to ignore the Twist, but in
doing so you risk losing some of the flavor of the genre. Instead, go with it and improvise a
climax. You may need to take a few minutes to do so. This is okay. Just tell your players that its
time for a quick break and/or encourage them to role play a bit while you think.
When you are ready

Resolve the Climax

Take some time to work the players into the final climatic scene, but try not to lose momentum.
By the time you have gotten to this point in the story, you should have a pretty good idea of the
people and places in the Plot Web. The Twist has likely identified at least one of these elements,
so fill in the blanks and get to the action.
The rules for the final climatic scene are in the mechanics section. Have your players take turns
rolling and accumulating successes. Make sure everyone gets a chance to look cool, even if the
PCs have already gotten enough successes. When the antagonist has taken enough of a beating, it
is time to

Craft the Endings

Everyone should roll for advancement and describe their final scene. Is the world a little lighter,
with promise of a brighter tomorrow? Or for some characters did the sacrifices they made
outweigh the spoils of victory? Players should have complete narrative control over their
characters at this point and should strive for closure while, at the same time, setting up the
promise of a next story.
If a particular character reaches their final goal, spend a little extra time on them, probably after
everyone else has had a turn. Let them describe their final ride into the sunset. They earned it.
Example:
As the evening nears its end, Stan fills the last node on the Plot Web with a location specifically

28

a chemical plant not far from the docks. Since the Plot Web is full, the Twist is triggered. Stan
rolls a die and gets a 4, The Least Likely Villain. Jessica, Jo, and Carl secretly select a
number of plot points from their pool and choose a character from the Plot Web to be the Real
Villain. A total of four points were bid on Monte Robicheaux which beats three points for Hatti
Bannister, so Monte is the Mastermind of the story. Jessica bid three points on Monte and Jo bid
one, while Carl bid three for Hatti. As a result, Jessica and Jo each get two plot points back and
Stan gets three. (They split the total of seven points bid evenly, with Stan getting the remainder.)
The Plot Web for this story sets the climax difficulty to 2 for four players with a total number of 4
successes needed. Artie thinks for a bit, and combining Monte with the chemical factory, comes
up with the following:
As the sun sets, Cecily discovers something disturbing in the sheath of papers that Lash
liberated from Robicheauxs office earlier. Robicheaux is planning to create an alchemical golem
and use it to blackmail the city. According to these papers, the stars are aligned tonight to
complete his task. Fortunately, they also indicate that he has set up space in an abandoned
chemical factory near the docks to bring his creation to life. You have barely enough time to get
there to stop him!
The players agree to cut to their arrival at the factory which is lit from the inside by arcane light.
Each describes their planned action in order: Stan is going to have Lash swing in from the rafters
and try to knock Monte off the dais where he is chanting. I owe him one. This will be a
Physical roll for Stan 5 dice, but he is adding 2 dice with his plot points. The Commissioner is
going to bust open the front doors backed up by a squad of police men. Artie agrees that this will
be a Relationships roll 4 dice and that he can use his Government Man background of 3 for rerolls. Cecily is going to try to cast a counter-spell, a Mental roll 5 dice with her Weirdness
background of 1 for re-rolls. She is also going to buy an extra die with her remaining plot points.
Lilah is sort of out of her element here, but did buy a substantial Chekhovs Gun pool (6 dice)
earlier which she will use now. She picked up some strange substances from the storage room
where she had been trapped and shes going to try to use them to pollute the alchemical golem
brew. Artie thinks that getting the pollutants into the tank is a Physical task, so she starts with
two dice before adding the Chekhovs Gun pool in.
Artie has each player roll and describe their action before determining the final impact.
Stan rolls 7 dice: 6, 5, 5, 5, 5, 1, 1. I swing in, kick Monte in the head and knock him to his knees
in front of me! Artie agrees that this is indeed the case.
Meanwhile the Commissioner bursts in through the main doors: 6, 4, 2, 1. His background lets
him re-roll the 1 and the 2 getting a 2 and a 3. My men swarm over the place, preventing
Monte and his henchmen from escaping.
Cecily walks in behind them, chanting a counter spell. She rolls 6 dice: 5, 4, 3, 2, 1, 1. She rerolls the 1s getting a 4 and a 1. The other players groan. Even without Arties narration, they
know they need one more accumulated success to beat Monte.
Under cover from the police officers, Lilah makes a break for the steps leading to the vat in which
the alchemical golem is brewing. Borrowing some dice from the others, she rolls 8d6: 6, 5, 5, 5,
4, 4, 1, 1. Artie describes the scene: A flowing hand begins to reach over the edge of the vat,
striving to pull whatever remained hidden out of the alchemical mixture. Lilah reaches the top of
the dais just in time, strewing the contents of her cylinder across the surface of the man-made
29

pool. The humanoid within struggles to emerge and might have succeeded if bolstered by Montes
chants, but Mr. Robicheaux is otherwise distracted by Lashs attentions. With a sickening gurgle
and pop, the arm sinks below the surface.
With the villain defeated, the climax is complete. Each player gets a chance to make a
Denouement Roll with two dice (based on the Plot Web they just completed). Jessica wants to try
to improve her Wealth. This means her Target Value is 2. She considers her details, but chooses
not to burn any for more dice. Rolling her two dice, she gets: 4 and 1. Her Wealth is not
increased at this time, but she puts a check mark after her Wealth, indicating an advantage the
next time she tries to raise it. She increases the value of each of her details that were burned or
leveraged by 1. Jessica finishes her role in the session by narrating. The sun is rising when
Reverend Lilah finally leaves the chemical factory. She pulls her coat tight around her and walks
off into the thick morning fog, content in knowing that she has helped keep her flock safe for
another day.

Other Thoughts on Running the Game

Who is this GM Person?
In most Role Playing Games (RPGs), one player is more equal than others. This player is often
called the Game Master or GM or some variation on this idea. It is the role of the GM to
create the world, write and narrate the story, and facilitate play. In Empire State, the role of the
GM is much the same, though perhaps a bit less so.
The GM in Empire State is responsible for working with the other players to define the pocket in
which they will be playing. He or she will come up with The Bullet and have a general sense of
what is going on in the world. The game has been designed to minimize pre-work by providing
random tables and encouraging players to fill in the plot web, but this in turn will mean the GM
will need to be flexible in helping to interpret and drive the plot. Finally, the GM will help
facilitate the rules at the table.
GM Tips
Offer physical tokens to players to use as plot points. These could be pennies (or other coins),
colored candies (chocolate or fruit flavored), paper or plastic chits, pretzels or just about anything
else you have handy
Be flexible. No matter how prepared you are, the players will surprise you. As much as possible,
go with the flow and see where the narrative they help you define takes the story.
Never say No. Say Yes and instead. A tried-and-true rule from improvisational theatre,
saying Yes and means accepting whatever the other actors (or, in this case, players) hand you
and running with it. If they tell you that the masked vigilante is the bad guys daughter, then she
is. And she might not have any memories of the time she spends in her secret identity.
Roll and shout. The Empire State RPG rules have been designed to be simple and consistent, but
there may come times when something doesnt make sense or the rules dont seem to quite fit. In
cases like these, have the players roll and interpret the results to make the most sense to you. Lots

30

of successes tend to be good. Things that make for interesting story should trump distractions or
boring things.
Classic RPG advice runs something like: Never split the party. Certainly, if you can keep
everyone together, your job will be easier. But sometimes it just doesnt make sense. Dont panic
and dont force the issue. Instead rotate between scenes, switching between characters when it
makes sense in the narrative. Make every effort to make sure everyone gets the same amount of
screen time. When switching between scenes, consider breaking on mini-cliffhangers. Switch
to a different set of players just after someone pulls a gun. The tension will leave them wanting
more and might minimize the instinct to wander off for a bit.
Most importantly: Have fun.

Novels versus Movies

The Empire State RPG was inspired by both novels and movies and, as a result, should be run as
somewhere in between the two.
It can be helpful to think of a given story as a novel. The novel may focus on a specific crime or
plot line, but will tie back to the main characters overall narrative arc. Any given characters
quest to complete their Goal can then be compared to a book series wherein the main character
slowly evolves and changes until they reach a new state. A next series featuring that character
might come along, but the character will be different due to their change in life state.
On the other hand, it can be helpful to think of a session as a movie. Try to describe settings and
action in cinematic terms. What is the lighting like? How would the action you are describing
play out on the big screen? Similarly, dont get caught up in the minutia of how long things take.
Just like in the movies or TV, things take as long as they need to, and uninteresting bits (like
travel between scenes) often take place off-camera.

Lethality
Empire State is probably better associated with film gris as opposed to film noir. In noir, most of
the characters end up dead. In gris, things are not quite as final. When setting up your game, you
need to take the desired level of lethality into consideration.
A high lethality, or true film noir style, game is probably best suited to one-shot stories. It is also
best suited to player characters of lower morals. When playing in a high lethality game, everyone
should aim toward dying in the climax. Mechanically, your death can be used to betray a
relationship and/or to succeed in your goal. In the movie The Albino Alligator (1997), Milo
kills himself burning his relationship with his brother Dova in order to drive Dova to fulfill
Milos goal.
Your death (or other punishment) can also occur after you reach your goal. In The Asphalt
Jungle (1950), Doc Riedenschneider spent the time before the movie in prison and spends much
of the film talking about his desire to retire to Mexico and look at pretty girls. In the end, he isnt
killed, but he is captured after he delays his escape to watch a young girl dance. In the same
movie, Dix, a hooligan, just wants to earn enough money to buy back his familys farm. Injured
midway through the film, he escapes punishment by the law and makes it to his ancestral home,
31

only to die there, just before the closing credits, from his untreated wound.
In Empire State the RPG, death is always voluntary on the part of the player. So in high lethality
games, like in any story in the Empire State, it is incumbent on the players to agree to and play
according to the conventions of the story. As you, as a player, enter into the climax of a one-shot
game, you should start to look for and plan out your own horrible fate. Do you reach some
version of your goal, only to lose your life or freedom? Or instead, so you escape, only to suffer
failure and endure shame for the rest of your days?
In standard play, by contrast, player characters will fail in the short run, only to succeed in the
long. They may face short term incarceration, but ultimately and most importantly, they will win
free and survive to see a brighter day. This brighter, or film gris, style of play does not prevent
non-player character death. (And indeed, it will often be a death or at the very least a
disappearance and implied death that will start the action of a story.) It is merely that in this
convention, the players characters are unlikely to die until and unless their tale is complete.
As noted elsewhere, this doesnt mean that the player characters arent going to have a rough time
of it. Mechanically and by genre-convention, the PCs need to fail to move the plot forward. This
may mean that their leads dry up or that they get knocked out by a shadowy figure that ambushes
them in their residence or place of work. But after a quick (or not so quick) recovery, they will
bounce back, get a new clue (represented by an element of the plot web being filled in) and move
onward toward fulfilling their mission.
Guns Dont Kill PCs Players Kill PCs
Regardless of the level of lethality you choose, no one can kill your character except you. At no
time can the consequence of another characters successful action be the death of your character
without your express consent.

Failure does not Equal a Dead End

If you read the mechanics rules carefully, you will see that you need plot points to advance the
plot (by filling the plot web) and that one of the easiest was to get plot point is to fail. This may
seem counter intuitive to some players, but it reflects the film noir genre. Characters are regularly
reaching dead ends in their investigations or getting knocked out, only to have a new clue present
itself.
It works the same way in the Empire State. When you fail, youve just failed on the task
immediately facing you. But just because you lose the suspect youre trailing, that doesnt mean
you cant spend plot points to pick up the matchbook he dropped and get a clue to an important
location (adding it to your plot web).
In the Empire State RPG, as a player, you will need to constantly balance the importance of
succeeding at an immediate action and succeeding in the long run.

32

Optional Rule: Character Generation in Play

This rule works best with players experienced with the game. It is not recommended for a first
session. This is going to be counter-intuitive to some players, so be patient and dont force this
concept.
While you may be tempted to create your character before the game, consider instead generating
your character during the first session instead. (Traditionally, role-playing games have the players
create their characters more or less independently, sometimes before they come to the first game
session, sometimes as part of that first session.)
One possible approach is to run the introduction (the Bullet) and then begin character generation
(char gen) as you start to introduce the player characters. After the introductory scene, take turns
with your fellow players describing your concept for your character and establishing your
characters goals. For a short-term or one-shot game, it will likely be a single goal either directly
or tangentially related to the story established (or at least implied) by the Bullet. For a longer term
(campaign) game, you will likely have at least two goals the first tied to the Bullet and the
second tied to some broader ambition. A private detective might have a short-term goal of
fulfilling his contract with a client and a longer-term goal of reuniting with his ex-wife.
Once everyone has established their concept and goal(s), work with the other players at the table
to set your asset values and identify your backgrounds.
When everyone is ready, continue telling the story.
During the story, remind the other players that they have open detail slots. When they are rolling
and looking for extra successes, suggest a detail that would make sense. If they like the
suggestion, they may add the detail to their sheet, give it a legal number (see char gen) and then
burn or leverage it as if it had been there from the very beginning.
With experienced players, this can get play going more quickly and will give them even more
narrative control.

Optional Rule: Traditional versus Collaborative Play

Traditionally, RPGs feature a single player, often called a Game Master or something similar,
who plots the story and runs the game. The Empire State rules endeavor to make this as easy as
possible by providing tables for inspiration. Its not necessary to use these tables, they are only
there to help.
Empire State can also be run in a more collaborative manner. Rather than one player taking the
lead narrative-guiding role, multiple (or even all the) players can do so.
This can take a number of different forms. The first approach could be called distributed
traditional style. Because there are a million stories in the Empire State, it is well within reason
that different player characters will be part of different stories. In a game using distributed GMs,
each willing player will be responsible for crafting one (or more) of these stories and as a result,
is responsible for the characters in those stories. When the characters from those different stories
cross paths, the responsible GMs work together to frame the scene and supervise the results. This

33

leads directly to another style of play, often called collaborative play. In this set-up, everyone is
explicitly responsible to work with everyone else at the table to derive the narrative. Players take
turns selling scenes and overseeing the mechanics. Collaborative play can be very fulfilling for all
involved, but it can also be challenging for players used to more traditional play styles. While in
every game (and especially every game of Empire State) for each player to adhere to the agreed
upon play contract, it is vitally important to do so in a collaborative game.
Remember never say no that is, never negate what another player has established. Even when
the Twist suggests otherwise, be certain you explain how what everyone thought happened didnt.
The partner phrase to Never say no is Yes, and. In other words, if early in a session it is
established that your best friend was killed, but late in the game the Twist suggests that hes not
only alive, but very possibly behind the crime, you need to establish both how his death was
faked (the yes part) AND how hes been manipulating things behind the scenes for the whole
story (the and part). It may sound a little confusing at first, but the more you practice it, the
easier it will be.

Optional Rule: The GMs Plot Web

The previous two optional rules provide additional narrative control to the players. This rule, by
contrast, reduces the level of player freedom. It may be more comfortable for some players who
have not played make believe for a long time.
Essentially, this optional rule requires the GM to plan the Plot Web in advance, making secret
notes of the people and places who populate the various nodes. Then, when the players spend plot
points to fill the web, rather than the players providing the information, the GM reveals another
piece of his plot from his notes.
This can be done in degrees, as well. If the GM is willing to be particularly flexible, he can allow
some players to fill in the nodes and still retain the ability to fill in the nodes for players who are
not as comfortable with the concept. This particular mode of play requires the most creativity and
spontaneity on the part of the GM as he can neither wholly pre-plan a plot nor rely on his players
to handle all the details.
As with any optional rule, make certain that everyone is agreed to whichever variation of this
option you choose to implement.

34

Five Things That You, As A Player, Must Know to Play

the Empire State RPG
1. Dont Sweat the Details
The world your characters exist in is a Pocket reflection of a fictional early 1950s era New York
City (it had power suit wearing super heroes, after all.) In the novel, the year is about to turn to
Twenty in the Empire State. Dont worry about how much a cup of coffee really costs or
when a reporter would really need turn in their story to meet their deadline. Just keep the story
going.

2. You are responsible for making sure everyone else at the table has fun
It can be tempting to get caught up in your own character and your own story line, but your most
important job is to make sure everyone is enjoying themselves. What addition to the plot web
would make things interesting for the experimental pilot?
In addition, recognize that, while everyone needs a break from time to time for various reasons,
when you are away from the table, your character cannot participate in the game. This may mean
someone else cannot move forward in their story until you return.

3. You are responsible for keeping your character involved

When creating your character, make certain they have reasons to be involved in the story. It might
be tempting to create a sympathetic bartender or a dedicated priest, you also need to design them
so they can participate in the action. Your bartender needs a reason to roam the streets with the
gritty P.I.; your priest needs an excuse to fraternize with the Femme Fatale.

4. You are responsible for telling the story but you are not alone
Your decisions and plot point expenditures are going to drive the story forward. But you are not
alone not only are you responsible for making certain everyone else enjoys the story (Rule 2),
remember that there is a GM at the table as well. The GM is going to work with most of your
suggestions, but on occasion they may over-rule your idea and make a different addition to the
plot web.

5. Dont forget your goal

One of the most important parts of your characters definition is their goal. When you are stuck
for what to do next, you always have the option to pursue your goal. This may take you away
from the plot for a bit, but it also may give the GM and your fellow players a chance to regroup
and catch a breather.

35

Social Contracts at the Table

By sitting down at the table to play any game, you are entering into a social contract with the
other players. You are essentially saying, Yes, I agree to the rules and conventions of this
game. Hopefully, you are also saying, I will do my best to ensure everyone has fun while
playing the game. In a game of Empire State, the social contract is incredibly important. So
much so, that you may wish to explicitly discuss it before beginning a session or campaign.
Ensure that everyone is one the same page with regard to:
Their interpretation of the genre and the setting.
o Noir can mean different things to different people. As a play group, you may wish to
lean more toward film gris or even pulp than strict film noir. Or you may want to
play very strict noir, something much darker and bleaker than the novel.
o Together, you are going to create your own pocket of the Empire State. Before you
start to play, you should probably discuss the tone and details you hope to evoke.
The degree to which everyone is responsible for the fun of the others.
o While you will want to be exploring the story of your character, you should be very
focused on ensuring that other players are not ignored and that you do not actively
hinder their story, intentionally. The mechanics encourage players to cause problems
for themselves, you do not need to go out of your way to exasperate things.
o In campaign place, specifically, each player may be after very different and possibly
opposing goals. This can quickly devolve into chaotic not fun. It is the
responsibility of everyone at the table to make certain the game remains fun and
playable, even if that means they need to sacrifice part of their plan for a time.
When, where, and how often you will plan.
o Nothing kills a game quicker than missed sessions. While you may wish to set a full
schedule up front, at the very least, before you leave a session for the evening, when
and where you are going to play next.
o Also consider a pre-game group meal. This can actually help simplify peoples
schedules and given everyone a chance to just talk before you focus on telling stories
together.

36

Appendix: SUGGESTED LOCATIONS TABLE

The first roll gives a general indication of the type of place. The second roll is
oriented toward broader urban environments.
Roll 2:
(1)

(2)

(3)

(4)

(5)

(6)

Roll 1:
(1)Bar/Lounge:

Neighborhoo
d Bar

Smoky
Cocktail
Lounge

Upper
Class
Nightclub

Gambling
Den

Former
Speakeasy
or Dive Bar

Soda Shop

Refinery

Factory

Power
Plant

Chemical
Plant

Garment
District

Warehouse

Asylum

Apartment
or Hotel
Room

Suburban
Home

An Isolated
House on
the Edge of
Town

Mansion

Flop House

An alley

Along a
Highway

Cliffside
road

Isolated
rural dirt
road

A busy city
street

A empty
city street

Private
Detectives
Office or
Police Station

Grocery
Store

Dry
Cleaners /
Laundry

Jewelry
Store

An Office
(Building)
(Doctor,
Insurance)

Corporate
Board
Room

Bus Station

Train Yard

The Docks

Airport ,
including
Airship
Docks

Taxi Stand
/ Bus Stop

Car Dealer

A place for social

gatherings,
typically
involving
drinking
(2)Manufacturing:
A place where
things are made
(3)Residence:
A place where
people live or at
least sleep
(4)Road/Pathway:
A path from one
place to another
(5)Small
Business:
A place where
business is
transacted
(6)Transportation:
Places people go
to get to other
places

37

Appendix: YES, AND CONTACTS TABLE

Roll 1 (Down):
\ Roll 2
(Across)
(1) Companion

(2) Rival

(1)

(2)

(3)

(4)

(5)

(6)

Loyal
Friend

Bumbling
Buddy

Grim Ally

Gung Ho

Groaning
Griper

Incurable
Romantic

Friendly

Jealous

Intense

Fierce

Deadly

Obsessive

Unrequited

Married
to
Another

Different
Class or
Station

Romantic
Triangle

Spouse

Unfaithful

Admires
the
characters
skills

Sexual
Interest

Needs all the

friends he
can get

Needs the
characters
skills

Chosen at
random

Part of a
complicated
wager

Burglar

Confiden
ce Artist

Extortionist

Embezzler

Substance
Abuser

Hooligan /
Thug

Ex-Friend

Ex-Lover

Former
Patron

Ex-Partner

Former
Cellmate

Went to
School
Together

(3) Beloved

(4) Patron

(5) Criminal

(6) Past
History

38

Appendix: CHARCTER CONCEPTS TABLE

(1)

(2)

(3)

(4)

(5)

(6)

(1)

Private
Detective

Career
Criminal

Police
Detective

Government
Agent

Bartender

Fighter

(2)

Low Level
Gun Runner

Femme Fatale

Insurance
Claims
Adjuster

Salesman

Down-andOut Writer

Gun-Toting
Thug

(3)

Working
Class Joe

Fashion Model

Trigger Man

Driver

Explorer

Journalist

(4)

Bootlegger

Politician

Religious
Leader

Scientist

Singer

Musician

(5)

Concerned
Amateur
Sleuth

Jealous Spouse

Con Man

Jewel Thief

Beat Cop

Famous
Author

(6)

Robot /
Cyborg

Armored Hero

Mystery Man

Gadgeteer

Schism
Wonder

Jazzman /
Houdon

39

Appendix: NOIR NAMES TABLE

(1)

Girls

(2)

(3)

(4)

(5)

(6)

(1)

Angel

Brandy

Candy

Cecily

Cora

Della

(2)

Eddie

Fay

Fritzie

Greta

Gilly

Hatti

(3)

Iva

Kitty

Leonora

Lilah

Lola

Merl

(4)

Mida

Mona

Nita

Nora

Paulette

Petey

(5)

Rica

Stella

Thor

Vera

Venus

Vivian

(6)

Wilma

Althea

Brigid

Celia

Eden

Fay

(1)

Boys

(2)

(3)

(4)

(5)

(6)

(1)

Alonzo

Axel

Barton

Bruno

Celestial

Crane

(2)

Dix

Guy

Kasper

Maxim

Monte

Pike

(3)

Rex

Smith

Waldo

Ward

Ziggy

Alvah

(4)

Ballin

Bowie

Calder

Cleve

Cricket

Dixon

(5)

Hardy

Lash

Miles

Noll

Ranney

Shelby

(6)

Torsten

Walter

Webb

Phillip

Sam

Lew

(1)

(2)

Surnames

(3)

(4)

(5)

(6)

(1)

Marlowe

Spade

Archer

Scudder

Parker

McGee

(2)

Rawling

Helm

Robicheaux

Stefanos

Johnson

Jones

(3)

Bosch

Shugrue

OShaughnes
sy

Gutman

Dietrichson

Neff

(4)

Moseley

Collins

Keyes

Smith

Chambers

Sternwood

(5)

Ford

Pine

Anderson

Bannister

Grisby

Lime

(6)

Hammer

Coyle

Reardon

OHara

Martin

Schmidt

40

Appendix: BIBLIOGRAPHY
One Book:
Empire State, Adam Christopher, 2012 Angry Robot Books
and a Bakers Dozen Movies: (All available streaming on Netflix, at the time of this writing)
The Third Man, 1949
Chinatown, 1974
The Grifters, 1990
Underworld, 1996
Kansas City Confidential, 1952
Albino Alligator, 1996
No Man of Her Own, 1950
The Stranger, 1946
I Wake Up Screaming, 1941
The Naked City, 1948
Call Northside 777, 1948
Where the Sidewalk Ends, 1950
The Asphalt Jungle, 1950
Union Station, 1950

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