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I've seen a number of threads on what type of magic system people would prefer and most of them seem to be following the standard tropes. However, a few years ago I ran into a Mana Based homebrew for D&D 3.5 that did some really interesting and inovative things and that I think could work really well for this kind of game. For those of you who don't want to follow the link; the basic premise of this system was that, rather than gaining a huge pool of mana so you could pay for increasingly more costly spells as you leveled, your mana pool would be kept relatively tiny and the cost of spells would actually decrease. This was accomplished by setting there pool equal to your primary casting stat + your level + your con-mod* and providing a level based chart for spell costs. While this means that your pool would increase a bit over the course of play, you'd have to be really trying in order to break 60 points by level 20; which is nothing compared to the 232 points the official mod gave to wizards. The first outcome of this is that you get a really smooth and easily controlled power curve. Since a character's resources aren't going to change to much you can make sure that they're always able to cast a similar number of level appropriate spells, so at level 1 they're not going to fire two magic missiles and then switch over to a crossbow and at level 20 they're still not going to be able to spam Dragon Slay. Yes this does mean that eventually the cost of lower level spells goes down to zero, but this isn't actually a problem. The thing is, when you're fighting Cthulhu, nobody cares if you can cast an infinite number of fireballs; it just isn't relevant. One of the other interesting things this does is let you put a reasonable limit on the number of different spells a single character has access to at any given time. If you rely on the limited casting of a Vancian Magic system then you have to eventually give the player many spell slots; which they might, reasonably, choose to fill with many different spells. This seems detrimental to play for three different reasons. It encourages the bars of abilities found in games like WoW. These take up a good amount of space on the screen and break immersion (especially if you're controlling them via mouse). Having a large number of spells that have to be fit into premade slots of fixed level actually hampers experimentation and tactical play. The reason for this is simply one of numbers and effort. When given a relatively large number of choices it becomes significantly easier to repeat a small number of good selections as many times as necessary. Ironically, they're still likely to have a spell for almost any given situation on-hand or, failing that, enough generic spells to bludgeon most monsters into submission based on sheer weight of magic. Having discreet chunks of spell power makes gradual recovery harder since you have to come up with a scheme that's more complex or cumbersome than "the number slowly ticks up". While it can be done, this tends to encourage all-or-nothing recovery and, since no one want's to play while their favorite character has been rendered all but useless, this tends to encourage the five minute work day. With this system your power isn't determined so heavily by the variety of spells you have (in fact, there could be some advantages to purposely limiting your selection) . When combined with Grimoire this opens some interesting possibilities. One way of doing it would be to tie your spells to a Grimoire; under this system you could have trade offs between the number of spells it holds (capping at maybe 5 for one-handed spell books and 7 for two-handed ones) and other attributes like mana cost, strength and casting speed. Alternatively, if you wanted to take a page from demon souls, you could have the number of spells available be determined by a secondary stat; which would help discourage S.A.D. and allow Grimoires to effect spells on a more fundamental level (rather than just making spells faster or stronger the Book of Ra might convert all spells into fire spells while the Book of the Shattered Prism might multiply all projectile spells). And, of course, there's nothing to say you can't do both. After all, there will be more than one casting class. The last thing this sort of mana system does is bring mages more into line with mundane classes. Normally Mages get a completely unique mechanic (like vancian magic) or a completely new stat (like mana) while mundane characters either get to use their abilities for free or use stamina. The problem with this is it leave the mages playing a slightly different game. This can make balancing the two types of classes hard (just look at D&D 3.5) and, on a more interesting note, this makes it hard for mundanes to gain magical abilities and for mages to gain non-magical abilities. What tends to happen is either the character is free to use abuse the ability as much as they want , because the resource it draws on isn't used for anything else) or they can't use it a relevant number of times, because they haven't invested or couldn't invest in it. With this sort of system, there's no reason "mana" couldn't be some form of stamina that gets used by all of the classes. In fact, that would go along way towards explaining how some of the more impressive physical feats are performed and just what HP is. Right, I guess that's all I have to say for now; so, does anyone have any thoughts or suggestions?