TES D&D 3.5 Rules

		Power Level

This is a universe where heroes dominate and clash for power. To represent this, allow players to use a 32 point buy when creating characters. In addition, at each level they may choose either hit points or magicka. Maximise their result for that die. For the other die, they may either roll normally, or take half the maximum result without rolling.

		Magicka Rules

In addition to your hit die for each class, you also possess a magicka die, to be used in the same way, adding your Intelligence, Charisma or Wisdom modifier as appropiate for the class. Magicka points gained from different classes stack, and can be spent on any spell.

Casting a spell requires the expenditure of magicka noted in its description. If using a spell from an existing D&D book, this can be taken as roughly the square of the spell level, although the DM may feel free to change this, providing changes are consistent. A 0th level spell costs 1 magicka. Magicka replenishes in same way as spell slots - by resting for 8 hours, or by drinking magicka potions. Any reference to spells per day are ignored, although casters that prepare spells must still do so, and those that do not still only know their normal number of spells.

When a metamagic feat alters the spell level, instead add the square of the total level adjustment to the magicka cost - add 1 for an adjustment of one, add 4 for an adjustment of two, and so on. If you would lose a spell slot for any reason, instead lose the square of that spell level from your magicka total for the peroid of time indicated.

Magicka potions may be brewed in the same way as any other potions. They require no specific spell to be known, and restore equal to the related Cure spell - a potion of Restore Moderate Magicka would restore 2d8+1/CL magicka points. Their value is the same as the related Cure potion.

		Enchanting

The creation of magical equipment requires a soul gem - a repository of the souls of living beings, used for power. Potions and scrolls do not require experience to create, other items must have their experience cost paid by a soul gem. Once used, a soul gem is destroyed. This cost may not be paid by any other source, including from one's own experience pool. Multiple soul gems may be used on the same enchantment. Excess experience from using a soul gem is lost - a gem may not be partially used.

The soul trap spell is a 2nd level spell costing 4 magicka, with a range of 25'. If the target is slain within this time, its soul is placed in the smallest soul gem carried by the caster at the time of death. The souls of sentient creatures require a black soul gem.

A petty soul gem contributes 50xp towards crafting, and is typically filled by the soul of a creature with a CR of 1 or less. A lesser soul gem contributes 100xp, and is filled by the soul of something between CR2 and 6. A common soul gem contributes 250xp, and can contain a soul of a anything between CR7 and 12. A greater soul gem contributes 500xp, and is filled by the soul of a creature between CR13 and 17. A grand soul gem contributes 1000xp, and is filled by the soul of a creature with CR 18 or above. Black soul gems can contain the souls of intelligent creatures, which always count as grand. However, even the possession of the empty gems is considered highly illegal, to say nothing of a filled one.

		Altmer
+5 Magicka
+2 Intelligence
-2 Constitution
+1 to Illusion spell save DCs
+2 Insight bonus to Spellcraft

		Argonian
+2 Constitution
-2 Charisma
20' Swim Speed
+8 Inherent bonus to Swim
+2 Insight bonus to Open Lock
+2 Inherent bonus to saves versus Disease

		Bosmer
+2 Dexterity
-2 Constitution
+1 Insight bonus to hit with ranged weapons
+2 Inherent bonus to saves versus Disease
+2 Inherent bonus to saves versus Poison
Wild Empathy, as the Druid ability

		Breton
+3 Magicka
+2 Intelligence
-2 Strength
+1 Inherent bonus to saves versus Magic
+1 to Conjuration spell save DCs

		Dunmer
+2 Dexterity
-2 Charisma
Resist Fire 5
+1 to Evocation spell save DCs
+1 Insight bonus to hit with One-Handed weapons

		Imperial
Bonus Feat
+1 Luck bonus to all saves

		Khajiit
Unarmed attacks do 1d6 damage
+1 Inherent bonus to Hide and Move Silently
Darkvision

		Nord
+2 Strength
-2 Intelligence
Resist Cold 5
+1 Insight bonus to hit with Two-Handed weapons

		Orsimer
+2 Strength
+2 Constitution
-2 Intelligence
-2 Charisma
Rage 1/day, as the Barbarian ability

		Redguard
+1 Insight bonus to hit
+2 Inherent bonus to saves versus Poison
+5' Movement speed

		Classes

Barbarian, Fighter, Monk, and Rogue have a d4 magicka dice. Although these classes do not cast spells, they possess some knowledge of the working of magic, and can apply this knowledge should they gain a spellcasting class, or even rudimentary knowledge.

Paladin and Rangers have a d6 magicka dice. They gain their first spells at the normal level, but do accrue mana points up to this level.

Bards have a d8 magicka dice. While knowing some aspects of magic, they are not training or masterful in its use.

Clerics, Druids and Wizards have a d10 magicka dice. They are trained in magic, and have a vast understanding of various spells. However, their magic is not quite a free or fluid as the sorceror.

Sorcerors have a d12 magicka dice. They possess a natural understanding of magic, but are limited in the spells they know.

		Prestige Classes

d4 - Duelist, Dwarven Defender, Horizon Walker
d6 - Blackguard, Hierophant, Shadowdancer
d8 - Arcane Archer, Assassin, Dragon Disciple
d10 - Arcane Trickster, Eldritch Knight, Thaumaturgist
d12 - Archmage, Loremaster, Mystic Theurge