Leaves Upon the Wind

05 Oct, 2026

Below are the bare bones of something that has been rattling around my head for weeks and is nearing its shambling entrance to Bethlehem. I hope to have a table-ready version and some adventure sites done by the onset of winter.

Credit

My immense thanks go to Idraluna Archives¹ who is, above and beyond, the single biggest inspiration on this project.

Thanks also go to Hags, Luke Gearing², NBateman³, Weird Writer and others--this is the outcome of numerous discussions and games on the OSR discord and the regular posters there have all played some part in shaping my thoughts on this.

Other influences on this project include Nausicaä of the Valley of the Wind, Caves of Qud, The Book of the New Sun, Ibn Fadlan and the Land of Darkness, Cloud Empress, and many more.

What

An RPG system based on OD&D/Holmes Basic where traditional XP levelling caps out at 3rd-level. Subsequent advances in saves, HD, fighting ability etc. must be procured through actions within the game world.

The Setting

The Periphery, a broad swathe of scattered petty kingdoms, despotisms, city-states and independent villages in the shadow of the mountainous oligarchies of Pej. To the south lies the arid Southern Massif and the Sothran Empire. To the west and east, a great ocean and uncharted, trackless barrens, respectively. To the north, the Parch and, beyond there, the miasmatic Great Forest which overran the Kingdom of Eftal generations ago. The aftermath of the collapse of the Ancients, interstellar tyrants, and eldritch horrors stain the dark places of Erth.

Characters

Abilities

There are no attributes. Abilities are determined by rolling 2dZodiac and consulting the following table. A blank result grants the benefits of the individual dice rolled, a ! denotes a rulership bonus of cosmological alignment (roll an additional random astrological boon using either of the two dice):

Astrological Boons

The Alignment of the Celestial Houses

☉ | ♌︎ - The Celestial Lion Rampant Upon the Sun
+10%XP gained.

☾ | ♋︎ - The Hearthfire Glowing Beneath the Moon’s Embrace
Infravision to 60’.

☊ | ♍︎ - The Salve of All Who Emerge from Dust
1/day: Lay on hands, healing 1d6hp to another.

☋ | ♎︎ - The Chain that Binds in the Fading of All Else
1/day: Invisibility on self lasting 1d6+HD rounds.

☿ | ♊︎ - The Sprightly Sparks of the Flame Eternal
1/day: Haste on self lasting 1d6 rounds.

♀ | ♉︎ - The Great Beast Trailing Greenery in the Garden of the Tower
Hirelings automatically pass morale checks as long as you live.

♂ | ♈︎ - The Little Beast Held at Bay Beyond the Blade
+1 melee damage.

♃ | ♐︎ - The Burdensome Revision of the Crowned
1/day: A failed save becomes a successful save.

♄ | ♑︎ - The Seal Brandished Before the Staff of Heaven
1/day: Force enemies to make a morale check with -2 penalty.

♅ | ♒︎ - The Depths Concealed Beneath the Aegis of the Stars
+1mp/level.

♆ | ♓︎ - The Secret Breath of the Singer of the Waves
1/day: Breathe underwater for HD/turns.

♇ | ♏︎ - The Edict of the Judge of the Dead
1/season: When hitting 0hp, do not make an Endurance save - regain 1d6hp immediately.

Stock

Human (or close to it) by default, with cultural origin determining general knowledge (Sothran, Reefling, Parchman, Peji, Lowlander etc.). Other origins and stocks may become available depending on encounters and relationships formed with groups and regions throughout the game - Greenfolk, Androids, Starfolk, Duergh, Beastfolk, Maggot-Men, Imperial soldiery etc. Origin and stock determine inherent known languages, with 1d3-1 spoken in addition.

Class

Armsman: gain attack bonuses equal to their HD; may make 1 attack/HD against 1HD foes; may choose 2 favoured weapons upon creation, taking +1 to attacks with each.

Magicians: are divided into Chromatic schools; have a reserve of Magic Points (mp) equal to twice their level; can memorise spells equal to their level; begin play knowing 1d2+1 spells; may spend 1mp to Read Magic, Read Languages, Detect Magic, and Subliminal Sigil or to utilise Chromatic powers. Spells can be mastered - permanently reducing a Magician’s mp by the amount needed to cast them, but then being able to be cast at-will.

Other 'secret' classes

Saves

Endurance - resisting threats through grit and hardiness. Dodging - avoiding threats through quickness and speed. Wyrd - resisting the otherworldly and sorcerous.

Alignment

I am not fully happy with this. I may strip alignment entirely.

All characters begin unaligned. Through their actions - magic items used, faction aims furthered, deals with eldritch beings brokered etc. - they travel down the paths of Law (the perfect order of the Chorus), Chaos (the eternal multiplicity of the Eaters), or Neutrality (the rationalised synchronicity of the Astrals). Progress towards full alignment confers various benefits and drawbacks. Achieving full alignment grants enhanced powers and unique vulnerabilities - turning away from full alignment is near impossible and always traumatic.

Advancement

XP is gained 1:1 with the value of treasure in Imperial Credits; 100XP/HD of enemies defeated; completing a lead grants 100XP, increased by 100XP for each failed attempt; opening a new lead (1/session) grants 100XP; each Eftali artefact or Ancient relic discovered and understood provides unique amounts of XP; writing session reports and producing art (sketches, stories and other works) related to the game provides 250XP; other XP awards may be made at the Referee’s discretion. All players receive the total XP gained in a session.

Traditional XP-based advancement occurs to 3rd-level. HD may be re-rolled with each further doubling of XP. Subsequent advancement must be undertaken via orthogonal means. Magic items allow for great increases in power. Armsmen may learn Fighting Techniques from tutors. Magicians may locate legendary spells from outside of their schools and craft magical items. Relationships, domains and retinues may be crafted and maintained. Cybernetic modification, gene-editing, and other forms of Ancient science provide direct alterations to physical and mental abilities, as well as improving HD and saves. Membership of guilds, trades, orders, cults, sects etc. grants access to various techniques and skills. Praying at shrines imbues characters with some fragment of heavenly power.

Fighting Styles

Learnable by Armsmen from the correct tutors. Fighting styles may be combined. Each fighting style learned grants +1HD.

Burning Taper Gun Kata
Use handguns in melee combat with a +2 bonus to hit, incoming melee attacks suffer a -2 penalty.

Defence of the Argent Gate
Adopt a stance of unmoving total defence, making no attacks but penalising melee attacks against you by -4 and becoming immune to normal missiles.

Great Chariot Striking School
Unarmed attacks can penetrate armour, and staves deal +1 damage.

Heartwood Synchronicity
Bow short range bonuses are doubled, long range penalties negated.

Hornet’s Nest Torment Thrust
Leap high and strike the enemy with a polearm, taking +2 to hit. Alternatively, strike the enemy’s second rank.

Nine Grey Feather Ya
Suffer no penalties when using a bow while mounted.

River of Blood
Consecutive blade strikes without missing or being hit deal +2 cumulative damage.

Sword Law
Strikes with a non-magical blade ignore damage immunities and deal +1 damage. Strikes with magical weapons deal double damage. This effect lasts for 1d6 rounds, when it ends make a Wyrd save - on a failure, you take -4 to hit until you sleep.

Terrible Inner Furnace
Slip into a berserk rage while unarmoured, gaining 1 temporary HD and taking +2 to hit & damage. This state only ends in victory or death.

Twin Heaven Steel Edge Style
Dual-wield weapons while unarmoured or wearing light armour, taking +2 to hit or +2 to damage.

Viridian Scute Circle Fighting
Wear a shield on your back and gain its benefits.

Willow Withy Shifting Stance
AC is improved by 2 when unarmoured or wearing light armour.

Esoteric Techniques

Learnable by all characters from the right tutors. Each esoteric technique learned grants +1HD.

Bright Tapestry
Your pupils dilate, drinking in and shining with all available light. You can see perfectly in the dark for HD turns, but anything brighter than a candle blinds you for 2d6 rounds.

Fishing the Veil
Take a silver hook, anointed in consecrated oils at a heavenly shrine, and rest it within the skull of an anglerfish for a month. Cast at a spirit or phantasm, it draws them forth into the physical world for 2d6 rounds.

Forbidden Taste of Life
Attack with your teeth, dealing 1d6-1 damage and regaining an equivalent amount of hp.

Grasshopper’s Light Step
1-in-6 chance to trigger traps. Using a staff or polearm, vault 20’ into the air and land without taking damage.

The Great Sleep of Life
Fall into a deep coma for 1 week from which you cannot be roused. You restore all lost hp and process all but the most lethal poisons and diseases harmlessly. Upon awakening, you are famished and deeply fatigued for a further week, during which you require rest and double rations.

Hidden Grey Mantle
Step into a nearby shadow, deep enough to envelop you whole. Step from another of similar size within eyeshot. The Things That Dwell In Darkness will permit you this trespass 1/day.

Iron-Feathered Foot
Carve the glyph into the soles of your feet. When a blade/spike/arrowhead etc. counterpart is lodged in a surface, you may treat it as if it exerts gravity on you and jump to it with no risk of harm. Jumping over long distances carries great force and may destroy the anchor on impact.

The Malleable Corpus
You can fit your body through any space no smaller than your head. Make a Wyrd save when re-aligning yourself upon exit - on a failure you require a turn of rest or suffer -2 to all rolls.

Mindworm, Mindworm
Reach into the head of a Magician and pilfer a single spell. Treat your level as its Magician equivalent - holding and casting a spell of a higher level than you can handle requires a Save, with dire consequences for failure. You can hold a single spell at a time.

None So Blind
Surrender your earthly sight and enter the land of the blind until the next dawn. Invisible objects and creatures are revealed to you.

Perfect Diamond Tower
Plant your feet firmly and inhale. For as long as you hold your breath, your AC is reduced by 6 and you cannot be moved by any force. Holding your breath for longer than 6 rounds requires a Feat of Strength, which grants 2d6 extra rounds. If you move or are struck, make an Endurance save - you exhale on a failure.

Seventh Way Purification
Pierce the envenomed and diseased with a needle of enamel whittled from a great serpent’s fang, and drain the rot as pure water.

Membership of Guilds, Societies etc.

Criminal Societies

Organised crime syndicates have their roots in the Sothran Empire. Each has their own customs and code, but as a rule candidates are inducted as apprentices under a master who instructs them in their tasks - leaving their master’s area of influence without permission is forbidden. Once a journeyman, they are free to travel as they please, though the local masters’ permission is required to work in their territories. All cities and many large towns have local ‘guilds’ where the different societies conduct business - one master is elected ‘Master Paramount’ by the others and serves to keep the peace between factions, but otherwise all conduct their own affairs. One may have membership in several societies, but can only be a Master of one - relationships between the guilds are complex and messy.

In addition to their specialty, most guild-houses will have members capable of teaching the universally applicable skills of disengaging and climbing, though not to the same level as performers (see Acrobats).

Beneficent Fellowship of Mendicants

Naming themselves in mockery of priests who live by charity, the Mendicants spurn trade and labour, contenting themselves with living by alms and the procurement of hidden things. Their mark is a nose piercing with a chain to their ear, in defiance of the Sothran slit nostril punishment for vagabond-age. Mendicants may not work, those who do have their hands and feet broken, and stealing from the poor is punishable by death.

Knackers’ Guild

Killers, but not assassins - even the most cold-hearted murderer fears the House of Joy and Sorrow. Knives and poleaxes are favoured. Ranged weapons are limited to dart-throwers in difficult cases. Poison is strictly forbidden, as is harming children (‘lambs). The mark of the Knackers is a teardrop tattooed behind the ear - each murder in service of the guild earns an addition, with red ink used if the Knacker was wounded in their attempt. Murderers are customarily bludgeoned from behind in Sothra.

Friends of Delve and Garret

Locksmiths marked with tattooed ink-black fingers - little fingers for apprentices, ring fingers also for journeymen, and middle fingers as well for a master. The index finger, the most nimble, is left untouched. Sothran safe-breakers and their meddling ilk have their fingers severed. A Friend using anything other than deftness and skill to work a mechanism will be shamed, and those who imprison others (save on Guild business) will be outcast and hunted.

Honourable Sorority of Illuminators

Scriveners and scribes who wear lurid eye-shadow, for Sothran forgers are blinded. Plagiarists are beaten and subjected to struggle sessions in abandoned archives. Second offences result in death by silken garrotte. Traditionally the preserve of women only but now open, all are still referred to as Sisters.

Worshipful Company of Girdlers

Fingersmiths clad with bangles on ankles and wrists. Thieves who submit to capture have their hand cut off, thieves who are captured after running, a hand and a foot. Stealing from a mark within a fortnight of another theft is punishable by strappado, for the sustainability of the trade is key.

Companions of the Silken Cloth

The tea sellers hear much of their clients’ gossip over their tables and wear many ear-piercings, for eavesdroppers have their ears cut off in Sothra. To hoard secrets is to betray your friends - a split tongue is the punishment.

Performers

Travelling circuses host a plethora of performers who can guise, contort, and spring with amazing grace. Joining such a troupe will teach these skills and forever bind you to a family of near-outcasts.

Travelling bards and skalds - Rhapsodists - are welcomed as honoured guests by virtually all settlements. Beyond mere musicians and performers, the mystery cult of their tutelage allows them to weave songs that stir the mind, body and soul.

Acrobats

Often the most sought-after performances are those of the tightrope-walkers and trapeze-swingers. Their feats of tumbling, flipping, and nimble footwork can be employed to evade foes or to ascend impossible heights.

*Checks made for each 100’ after the first.

Mummers

Close cousins of the acrobats, the mummers guise and cavort in their strange and unearthly plays. Those who learn the basics of the craft can muddle together somewhat convincing disguises, but stories abound of master mummers flawlessly impersonating kings and conquerors.

Others

The Hub & Spoke Society

Beyond the reach of lords and princes, ordinary folk take matters into their own hands to ensure the safety of their villages and the lands around them. A loose society with its roots in old knightly orders of Eftal links the far-flung villages of the Periphery in an indelible web, and their knowledge of the trackless paths through the wilderness is unsurpassed.

Why?

Since playing a Wolves Upon the Coast campaign several years back I've been fascinated by 'diegetic' (or non-abstracted, whatever) advancement. Traveller crops up as a prime example of this sort of advancement in-action, being effectively a Baker Street-style game from the off--characters enter play in a largely fixed, fully-competent state and advancement (if that's the correct term) tends to centre around building relationships and acquiring equipment and resources rather than cultivating an inner font of XP which boosts innate abilities.

My open table game has built upon this. Despite being largely confined to a dungeon crawl, several players have been continually asking about non-linear advancement. One wants to learn fighting skills from a giant ape that he wrestled with, another keeps trying to apprentice herself to high-level magic-users, multiple others have been cultivating relationships with sages, bishops and other NPCs through letters and gifts, and one player even seized control of the local bandit hideout after defeating their leader in a duel to the death. I'm now catching up to that, which has been very good fun, but it's also jarred me into thinking that this sort of game could work for a much broader crowd. The majority of my players are totally new to RPGs and seeing them dive into my half-prepared sandbox with such enthusiasm has been incredibly fun, which has set me on to further thinking.

Having read through the threads on Dragonfoot regarding Holmes as a complete game I think that this is a viable and achievable goal, whatever particular blend of low-level classic D&D one uses. I'm largely basing this on OD&D but will cross-reference with Blueholme to draw in elements that look appealing (scrolls rules for Magic-Users etc.).

What Next

• 'Secret' classes: Rhapsodists, Assassins, and Monks
• Downtime
• Cybernetic augmentations, gene-mods, and mutations
• Compiled rules (or at least signposts)
• OD&D-style hex-fill procedure reflecting the lower power level (L1-3 rulers, with the chance for weird outliers)
• Fleshing out of the main factions in general terms
• Tweaked bestiary - to up the science-fantasy-ness
• Finish the floor in my house and get my desktop set up
• Starting dungeon and town - get this thing out there and roll some dice at it
• Hexcrawl
• MORE HEXCRAWL

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