MEM 2, Electromagica

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Mana. It is in inherent in all things and serves as the building block for all technology and magic. Over the centuries civilizations have learned how to harness the incredible forces it provides and developed civilization, ships that sail the night sky, aircraft that fly faster than sound and magic that can decimate whole cities.

Even the vast distances between planets could be easily conquered. Natural passages exist between systems, allowing vessels to navigate through the vast voids and sargossas of interstellar space easily.

Unfortunately, two thousand years ago, an even occurred which almost ended this age old system forever. A pair of powerful soul machines, the Closer and Opener of Ways, arrived from deep space, settling in many out system bodies and asteroids and began to grow. Any that entered the Closer's realm where attacked by its many battle aspects and attack forms and harvested for their resources.

Only the most heavily guarded military convoys could pass the Closer, and even that was often difficult to achieve. Worse whole areas of space where cut off as the Closer's devices chopped and respun the routes.

In some ways the Opener was even worse. It's aspects raided systems for resources and opened gates between many worlds. Sadistically, it seemed they would almost always be between areas where the cultures would be hostile to one another, or where the gate would only spread disasters like plague or magical chaos. In some cases whole worlds were rendered into jigsaws as the Opener's magic ripped and recombined them.

Finally, after two millennia, a group of heroes from a doomed world managed to journey to the central aspect of the Closer and Opener and destroy them. Without their central soul, the Soul Machine's other aspects began to break down, failing to self-replicate or developing strange dysfunctions. Battles raged in interstellar space as the two machine's aspects fell upon one another.

Recently a new power has risen in the East. The power the of the newly emerged Mahogany Dynasty on Danaetia and the Celestial Empire it gave birth too allowed them to force open many routes long shut down by the now weakening closer forces. Vast treasure fleets pushed out from the Danaetia system, opening many worlds to the first interstellar commerce they'd seen in thousands of years.

The rich mana of Danaetia allowed those areas where the Closer was still strong to be bypassed by long lasting gate spells, and soon the Imperial power ran from one end of the ancient silk routes to the other.

That was ten years ago. The Closer and Opener of Ways seems fully dormant and even more worlds are opening up. What will the universe have in store for these new arrivals? And what will the older powers make of them?

Basic World concepts

Closed World

Closed worlds were cut off by the depredations of the Closer. They have developed separately for up to two millennia, untouched by interstellar war or Soul Machine manipulation. The rest of reality is a new world to them, varied and frightening.

Closed worlds may have several PCs on the planet or in system. Contact was re-established with closed worlds just before the game begun, possibly discovered by Danaetia's expansion.

Open World

Open worlds are ones that had at least sporadic contact with others before the game starts. They may never have dropped out of contact with other worlds at all, or contact may have been restored a decade ago, either way however they have long term-relations with the outside, and some knowledge of the Soul Machines.

Open worlds may have one PC on planet or in system.



The size of a state plays may play a large roll in shaping it, but is very much a mixed blessing. Large states are far harder to police and oversee, leaving gaps in a nation's defenses in exchange for a stable base of resources for expansion.

Pick one (no cost):

Tiny Your nation is really small. Probably an island or chain of small islands. Easy to defend, but not a lot of space to grow. Get to conquering.

On Earth Britain, Eritrea or Taiwan fit this category.

Small Your nation is extremely packed together, making transport links very easy, but meaning you have little space to trade for time.

On Earth France, Germany or Japan fit this category.

Normal You are a fairly normal midsized state, neither particularly large nor particularly small.

On earth Indonesia, Argentina or Iran fit here.

Large You are a very large state, with massive amounts of land between each city, and likely a considerable amount of remaining wilderness.

On earth Russia, Canada or China fit this category.


Terrain is bought in blocks, each representing 10 percent of the state's total land area.


Minus two points: Very Hard to Defend: Valleys overlooked by high ground held by a foreign power.
Minus one points: Hard to Defend: Trackless jungle inhabited by natives hostile to you
Zero points: Normal Plains or Deserts.
One point: Forests and hills.
Two points: Rolling hills and downs with limited sight lines.
Three Points: Bocage and Hedgerow country.
Four Points: Steep hills and valleys you dominate, riverine systems.
Five Points: Trackless Jungles and Mountains, Underdark caverns .

Economic Value

Minus two points: Sandworm infested desert or undead infested marsh 1.5 times development cost.
Minus one points: Marshes or deserts without monsters 1.2 times development cost.
Zero points: Normal wilderness 1.0 time development cost.
One point: Land crossed by an ancient road system 0.9 times development costs.
Two points: On a minor river, costal 0.8 times development costs.
Three Points: On a Major river, blessed by the spirits 0.7 times development costs.
Four Points: Major river mouth or delta 0.6 times development costs.
Five Points: Ancient megacity ruins with still standing buildings and functional infrastructure 0.5 times development costs.

Land Advantages

Unclaimed Land -10 points
You have a large amount of unclaimed land near your country that you can claim as the game goes on. This essentially means that you have a free plot of land you can expand into as the game progresses, without worrying about resisting natives or unpleasant secrets.

Major Terrain Feature -1 points for the first -2 for the second etc.
You have something very large and impressive in one of your provinces; the Grand Canyon, Mt. Fuji, the Dead Sea can be used as examples. In a pinch, these can be used as fortifications; some provide resources or conditions useful for expansion. Provides a bonus to defense or a -0.1 bonus to development costs.


Normal (0 points)
A standard earth-style climate. No surprises here.
Good (X points)
Your climate is perfect for development and also for people who want to attack you. Stable temperature, less tornadoes, lots of arable soil and fresh water are some of the features it provides. -0.1 development costs
Bad (+X points or X points)
Your climate is horrible. You suffer from constant storms, horrifying flora and fauna, or something more exotic. The only upside is that people trying to move in your territory suffer this, too, making you less appealing to conquer (in addition to the scarred cities and small population centers). The flaw gives a +0.2 on all development costs as well as the defense bonus.


Many lands have rich veins of natural resources, from pockets of ancient deep mana or industrial grade ores to powerful magical materials. In general, you don't get to pick what natural resources you have; these are decided based on dice rolls, as you prospect and tap resources beneath the rock and water. You can, however, decide how many resources you have, whether mined-out or desolate wastes or a treasure trove of burning mana and enchanted sand. 5 points gains 1 roll in the natural resources table. Up to 20 rolls maybe purchased in this way at game start.

Mature technological civilizations tend to have mined out more and more of their resources in the past. Each level of core advancement beyond three triples the cost of natural resource rolls.


At a baseline, all population of an empire are normal humans, purchased at a cost of 1 point per 1 million people. Every 2 points of population grants +1 additional industry and +1 additional wealth to the empire, representing the labour and commercial activity of a large number of people. People can be further enhanced, however, using genetic, cybernetic, and thaumaturgical technologies presented below. In addition, some races are naturally more potent than humans - human baseline is assumed, but alien species can be constructed using the rules below.

Genetic Engineering and Enchantment

At Emergent Technology Three, or Life Three + Core Four for magic, large scale enhancement of the population maybe performed. Every one point gives the population two ability (so for instance +1 strength or +1 cybernetic interface) up to a maximum of the state's core advancement or life arcane. These abilities affect both unit combat stats and the productivity of your population. Precisely what they do should be cleared with the GM.

Aliens & Ancient Enchantments

Some races are more powerful than others independent of their level of advancement, either because they are some nonhuman being or due to ancient enchantments laid on them. Abilities may be purchased without the necessary tech level at a cost of 1 point per ability and some appropriate fluff.

Population Advantages

Huge Population
In addition to the population bought normally, you have a large 'unincorporated' population of slum dwellers, self-sufficient rurals, or independent lordlings. They contribute little as-is to the central government but provide opportunities for manpower and expansion without (explicit) conquest. The nature of the unincorporated population must be specified at creation.
Fanatical Population
Your population is strongly devoted to the government and will enthusiastically deal with enemy invaders, internal dissenters and people easily mistaken for the aforementioned. They are also easier to rope into economic projects. The reason for the fanaticism (ideological, religious, brainwashing, genetics) must be specified at creation.
Mana Batteries
In addition to Industry, your population generates Mana. They may naturally radiate magic, regularly perform folk ley-line rituals, be strapped into quintessence reactors that convert their soul into precious mana, or some other explanation. The explanation must be specified at creation.
High Population Growth
Your population grows faster than normal, due to some property of the people, the land, or your infrastructure or culture. The explanation must be specified at creation.

Population Disadvantages

A Thousand Fists
There is significant discontent and dissent in your nation, be it due to memetic backfires, troublesome pop stars, ideological differences or sheer bad (for some significant group) government. Population bonuses are reduced. The cause must be specified at creation.
Fire At The Gates
Your nation stands at the brink. Strikes paralyse key industries, regional governors are getting ambitious, and/or the memetic system has entered a catastrophic failure mode. You gain no population bonuses. The cause must be specified at creation.
No Population Growth
Your population grows only at replacement, due to some biological, magical, environmental or cultural factor. Time to encourage immigration. The cause must be specified at creation.
Negative Population Growth
Your population is shrinking at the same rate it would normally grow; your people are dying left and right, due to plague, magical curse, or the environment. This is likely to cause civil discontent. The cause must be specified at creation.


According to ancient sages there are two forms a civilization may take: Arcane and Emergent. An Arcane civilization bases its power on personal manipulation of reality, via magical means; An Emergent bases its power on the group, utilizing machines and technology to uplift its people. It is also said that the most advanced civilizations have combined these two elements together, creating machines with souls that carry with them the raw power of the Arcane.

All technology is granular. A TL2.0 steam ship will be at a considerable disadvantage to a TL2.9 dreadnought, and an emergent tech 2.0 Difference Engine won't give anywhere near the processing power of a tech 2.9 desktop. Technology levels are not bound together. You can have any combination of advancement levels. However, Emergent tech will be more effective with higher core tech, while Arcane works well at all levels.

Core Advancement

All powers have a certain core advancement. This represents their basic sophistication in technological and magical ability. Without Arcane or Emergent techniques, however, it cannot train powerful mages or create complex, autonomous technologies. Core advancement maybe freely enchanted and may in fact be the product of either technology or magic. Core advancements allows the building of Basic Units

Level One: Power of Nature: Mechanical movement through wind, water, animals and natural mana sources or sacrifices. Wind and water mills and steel weapons are used. Larger ships can be constructed, primary moved by sails rather than oars. (Bronze age to Renaissance)
Level two: Power of Knowledge: Gunpowder, Alchemy, Mathematics, clockwork. Firearms make widespread appearance for the first time, growing to replace all other arms by the end of the tech level. Cannon replace catapults as the primary artillery weapon. Towards the end of the tech level balloons and gliders are experimented with (Renaissance to Industrial revolution)
Level three: Power of Industry: Mana coal mining, high explosives, mass production enchantments or machines. Engines replace muscles completely at this level, from steam driven devices to internal combustion engines. Chemical engineering allows the creation of large scale explosives such as refined firedust, dynamite, elemental mixture and TNT. Powered aircraft become common by the middle of this tech level, as to civilian motor vehicles. Ships lose their sails here and replace them with engines. Later in this tech level synthetic materials, and atomic power are invented. At this level mana can be extracted from unstable material as it splits, or enmass from natural mana producing regions. Both of these processes can have serious consequences for the region involved however. Synthetic materials are less destructive, at least initially, but can have a widespread impact. Precision machines are easy to make at this level, replacing the clunky industrial age devices. (industrial revolution-post modern)
Level four: Knowledge of the Universe: Fusion power, energy weapons, macro and microshrines. At this level smaller, more efficient and safer fusion reactors tend to replace the older extraction and atomic reactors. While they still require mana rich gas to operate, they cause no permanent radiation damage if they do. Personal space craft are fairly common at this level, as are energy weapons and non-chemical projectile throwers like rail guns or elemental driven bows. For the first time at level four the precise wants of spirits maybe asserted, giving rise to both smaller and larger shrines which give vastly more efficient congress than the older cathedrals. (near future)
Level five: Power of the Universe: Soul generators, energy shields, spirit modification, anti-gravity. At this level the primal forces of the universe maybe tapped. Soul generators tap into local mana and suck it into themselves the way that spirits do, tapping any local mana source for fuel. Energy shields and anti-gravity allow flying castles or buildings made of solid light, while spirit modification allows the creation of spirits on demand to power new devices and items. (Far future)

Emergent Advancement

Emergent Advancement is the depersonalization of technology. With simple technology a person is always required, and objects tend to be large and somewhat clumsy. Complex technology allows for smaller and finer parts to be created, eventually including machines smaller than the eye can see.

Unfortunately the alienating nature of Emergent Technology hinders the use of Arcane technology, and beyond a certain level outright prevents it. . . unless the technology to build machine souls is created.

It allows the creation of Advanced Units

Level One: Precision Engineering: computers, small finely machined parts, wireless battlefield communications.
Level two: Information Networks: machines talking to machines, internets, micromachines, remote piloted vehicles.
Level three: Autonomous Computers: machines that possess their own judgement nanotech, mobile fabricators, cyberware, biotech.
Level four: Sapient Computers, prefix tech, uploads, computronium

Arcane Advancement

Arcane Advancement is more particulate than the other two, with mages mastering all manner of different techniques. The scope of these effects are codified into 'Spheres', representing different fields of influence. It is more powerful in concert with other magisters than individually. Many spells require more than one sphere to be effective. Larger effects require more mana, and may require higher spell levels; For instance, a Life 5 large scale healing would be much more effective than a Life 2 one with the same area.

Almost all powers have some level of arcane magic. Those without gain +x points to partly make up for the shortfall.

Prime is the metamagic sphere. Rather than supplying power in and of itself, it enhances other magical effects. First it allows them to access more subtle, secondary sphere effects. Secondly, it allows mages to cast greater effects. Each level of prime raises all mages maximum area of effect by one. Normal costs still apply. Unlike other spheres, Prime is not free, requiring x points to buy at level 1, then normal costs there after.
Level one: minor manipulation: At the first level life allows minor manipulation of a targets life pattern. This includes making the crops grow or healing the sick. At level one only willing targets maybe affected. Combined with prime, they may even be empowered beyond the norm, but still within their patterns limits.
Primary Effect: Affect life pattern back towards the norm (healing, speedy crop growth)
Secondary Effect Supercharging a target's life pattern (Strength, cause disease)
Level two: major manipulation At level two, more significant feats of life alteration maybe performed and unwilling targets maybe affected. Even fatal injuries maybe healed or inflicted instantly. Combined with prime this allows for superhuman enhancement of subjects, willing or not.
Primary Effect: Major Heal or harm (up to the point of death)
Secondary Effect Magical enhancement (curse your enemies into trolls)
Level three: Shape Shifting At this level one shape shifted from one existing form to another, or with prime, patterns maybe mixed.
Primary Effect: Change your pattern to match another (turn into a cat)
Secondary Effect: Mix several patterns (turn into a werewolf)
Level four: Shaping: At this level animals or even sapient beings maybe reshaped and mixed at whim. With prime, the magical effects of other spheres maybe enchanted into the target.
Primary Effect: completely reshape pattern (turn local animals into bat winged horrors)
Secondary Effect: add magical effects to a pattern (turn local animals into bat winged horrors that breath fire)
Level five: Creation: At this level whole new patterns maybe created, including new life forms built from scratch. Alternatively, with prime, it may create new creatures out of the air.
Primary Effect: Create new creatures in your lab at home.
Secondary Effect: Create creatures you want from nowhere.
Level one: Reshape At the first level of matter you can reshape existing matter, creating hole in the ground or instant walls. With prime this can be used to craft things, decreasing build time.
Primary Effect: Change the shape of matter in a small area.
Secondary Effect: Change the shape of complex matter like tools, making work quicker
Level two: Transmute At the second level of the matter sphere matter maybe turned into other matter of the same general class. For instance lead can be turned into gold. With prime this class widens, allowing any matter of the same class to be transmuted.
Primary Effect: Transmute one substance of the same kind (e.g metal) into another of the same kind (lead to gold)
Secondary Effect: Transmute one substance of the same state (e.g solid) into another (Sand into gold)
Level three: Phase change At this level the phase of a material can be altered, creating room temperature liquid metals, solid air or the like. With prime this effect can be made longer lasting.
Primary Effect: Short term phase change (a few minutes/hours)
Secondary Effect: Long term phase change (several months/permanent)
Level four: Magical Materials/direct creation At this level magical materials maybe created, and more normal materials maybe created from nothing. Alternatively, with prime, existing materials can be disintegrated almost at will.
Primary Effect: Create magical materials in a lab or normal materials from nothing
Secondary Effect: Smash existing materials to dust
Level five: Supreme Materials At the peak of Matter, even more powerful magical materials can be created. With prime and other spheres a much wider variety of types maybe bought into existence.
Primary Effect: Create supreme materials.
Secondary Effect: A wider variety of materials can be created

Forces allows the control of energies in a given area. Normally this is only for instant effects, but with prime it can allow flight, force fields, telekinesis or the like.

Level one: Minor Forces
Primary Effect: Control or create energies up to that of a grenade
Secondary Effect: Control or create energies power up to that of a grenade for long periods
Level two: Major Forces
Primary Effect: Control or create energies up to that of an artillery strike
Secondary Effect: Control or create energies power up to that of a artillery strike for long periods
Level three: Superior Forces
Primary Effect: Control or create energies power up to that of a ton of high explosives
Secondary Effect: Control or create energies power up to that of a ton of high explosives for long periods
Level four: Pinnacle Forces
Primary Effect: Control or create energies power up to that of a a large bombing raid
Secondary Effect: Control or create energies power up to that of a large bombing raid for long periods
Level five: Ultimate Forces
Primary Effect: Control or create energies power up to that of a small nuclear weapon
Secondary Effect: Control or create energies power up to that of a small nuclear weapon for long periods
Level one: Sense Mind and Spirit At this level minds and spirits maybe sensed at long distances, and the basic thoughts read (empathy). With Prime not only may much more precise readings be attempted but basic manipulation, such as wards to keep out hungry ghosts.
Primary Effect: Sense spirits and minds, give basic readings on their emotional state
Secondary Effect: Read minds and spirits to determine their nature (telepathy) create wards to keep out specific types
Level two: Compel Mind and Spirit At this level minds and spirits may not only be sensed but compelled. For instance the spirits of the dead maybe raised, or humans maybe put under compulsions or geasses. Prime allows the creation of more complicated standing effects, such as wards that take over the mind of those who enter an area.
Primary Effect: Compel a mind or spirit (charm person)
Secondary Effect: Create an effect that compels those who enter it (summoning circle)
Level three: Matters of Time and Distance At this point the void can be affected directly, allowing the mage and her companions to step from one point to another without passing the intervening space. With prime time maybe affected, slowed for instance, and other creatures maybe bought to the mage through summoning.
Primary Effect: Allow the mage to travel without moving (teleportation)
Secondary Effect: Allow the mage to summon others to them (summoning)
Level four: Matters of Space and Boundary At this level rather than simply traveling through space, the mage can pierce the boundary between places, creating gateways and the like. With prime these gateways maybe made to mix the spaces on both sides, for instance allowing water to pour through.
Primary Effect: Create gateways which must be deliberately passed.
Secondary Effect: Create gateways which allow substances and creatures from the otherside to come through.
Level five: The Illusion of Gaps At the ultimate level of void the mage gains the understanding that gaps are in fact illusionary, and all spaces can be touched. This allows her to pierce the barriers between different dimensions or universes, and create long lasting gates between them. With prime, it also allows the creation of your own spaces.
Primary Effect: Create rifts between different universes and dimensions
Secondary Effect: Create your own pocket universes and dimensions



Basic Units

Basic Units are created with core advancement. They represent uncomplicated units, usually without much miniaturization or the like, but are cheap to build and available in large numbers. The most notable trait of simple units is their specialization. They tend to do one and only one thing well, compared to Advanced units which become increasingly multipurpose as technology advances.

Basic Unit added capacities

Basic Ground Units
Basic Air Units
Basic Naval Units

Advanced Units

Advanced Units are the product of emergent advancement. They represent units equipped with the fruits of an emergent civilization and its precision engineering. Most modern units would be considered complex. Advanced units tend to be much more multipurpose than their simple equivalents, and capable of large numbers of different roles with the right added capacities.

Advanced units are difficult or impossible to enchant. See the rules for Arcane magic for details.

Advanced Unit Added capacities

Advanced Ground Units
Advanced Air Units
Advanced Naval Units