J.R.R. Tolkien’s influence lies behind a lot of modern fantasy gaming. It’s no secret that Dungeons and Dragons is, to put things politely, a big sloppy pile of appropriated concepts. The elves and dwarves you see in you player’s handbook are based on Tolkien’s elves and dwarves, and halflings are just store-brand hobbits . There are many worlds in the greater D&D cosmology, but all of them feature Tolkienesque creatures and lore.

However, while the game is Tolkien-flavored, the system isn’t actually made to tell a story like Lord of the Rings or The Hobbit. The sort of adventures it favors are built around powerful heroes, daring combat, high magic, and other flashy stuff that clashes thematically with Middle-Earth. Ross Cowman’s Fall of Magic, however, is a story game that fills this particular niche. It isn’t built using the ingredients of Middle-Earth – there are no ents or orcs in the world. But the system itself emulates the tropes and narrative progression of Tolkien’s best-known works.

It’s All About the Journey

If you’re a dungeon master, you learn to break sessions of play down into encounters. An “encounter” is exactly what it sounds like: an event in which the player characters encounter someone or something of particular interest. Usually this ends with that someone or something getting stabbed right in the hit points, and the players sieving the gold out of its messy corpse. But even in a non-violent encounter, D&D can be thought of as a game about meetings, events, and accomplishments. You do things, and by doing things you get loot and gain levels.

But Fall of Magic isn’t interested in accomplishments. In Fall of Magic, the players are a group escorting a person, the Magus, to a land called Umbra. It’s the land where magic was born and, perhaps, where it can be saved. But the quest to save magic isn’t what the game is about. It’s only important because it gives the protagonists a reason to be questing. What really matters in the game is getting there. Fall of Magic is played on a map, on which you will find a long and winding path. It begins at Ravenhall, home of the Magus, moves through the Oak Hills and on to Barleytown and points beyond. None of these points have anything to do with Umbra, except for being physically between you and there. And yet, because they’re in your way, you have to visit them.

Just about any game can be told as a travel narrative, but in Fall of Magic, the journey is an inextricable part of the game. The rules prevent players from glossing over the travel and jumping into the action, because travelling is the only action they take. On your turn, you must place your pawn on the map, to illustrate where your character is on this journey. Then, you’ll start a scene that’s focused on that specific location, allowing your character and their companions to explore a new corner of the world. The road has a few forks, but they all lead inexorably onward toward Umbra. While the party follows the Magus, the Magus doesn’t move until every player has had at least one scene in the current realm. This means that you can’t advance until you’ve spent time exploring every region you pass through. And because you don’t have to move the Magus right away, you can spend ages exploring the regions. Advancement is therefore slow, thoughtful, and tied to the player characters gaining a deeper understanding of their surroundings.

Compare it to Lord of the Rings, which is a story about a tiny man who walks for about two years to accomplish a task that takes about two minutes. The process of getting to Mount Doom is more important to Tolkien than the events that occur there, which is why he can expend virtually an entire book’s worth of words on “Sam and Frodo get to Mordor eventually.” Events occur along the way, but the story as a whole is built around the progression of the characters across the land. Most individual events don’t actually matter and could be trimmed away.* What matters, narratively, is the slow change in characters and their relationships over the course of an extended journey. That’s why The Hobbit is subtitled There and Back Again. It’s the whole of the journey that affected Bilbo, not the time he spent dealing with Smaug.

It’s Not About the Fighting

If half the rules of a game are about how to handle combat, then it’s a combat-focused game, regardless of what individual players use it for. Combat is built into most RPGs. And yet, this is at odds with Tolkien’s universe. It’s less obvious in light of the big action-packed set pieces of the movies. Orlando Bloom stabbed orcs in the eyes and made it look awesome, but charging into battle is often a failing move. Characters are forced to fight sometimes, but many events are solved by trickery, running away, or exploiting loopholes in riddle contests.

Likewise, Fall of Magic isn’t about combat. A player creates a scene by moving their pawn to a location on the map and responding to a prompt that’s provided for them there. For instance, you might be asked to describe the land you’re in or explain why one of your companions is so well-respected. It’s possible to use a prompt to introduce some inhuman beasty that needs to be bonked on the noggin and told to behave, but it’s not required. The prompts might imply a source of danger, but they don’t specify that a fight happens. And if an antagonist does come up, you’re still telling a story game with no hit points or movement rules. You can end the battle however you see fit. With no experience points either, you can just as readily end the battle by running away or getting beaten up.

In Fall of Magic, a scene begins by focusing on where it’s taking place. This isn’t just good practice; it’s required by the rules of the game. This means that, even if you do fill the game with conflict, it’s going to be conflict that centers around where you are, not who you are. This way, fighting will flesh out the world by drawing attention to the location or the culture that inhabits it. For instance, in Lord of the Rings, the assault on Minas Tirith isn’t important because Tolkien really wanted to let us see orcs get killed again. It’s important because it’s an excuse to talk about the cool seven-walled city and explore the attitudes of a people who live right outside the gates of Mordor. The Balrog isn’t just a big mean thing there to kill Gandalf; it’s a big flaming explanation for why Moria was abandoned. When fighting happens, it’s there to build the world, not just challenge the characters. Fall of Magic does the same thing: if you say that the Stormqueen is dangerous, the other players aren’t wondering “Gosh, how can we beat her?” They’re saying, “Ooh, what’s a Stormqueen? Tell us more!”

Magic Is Weird (and Wizards Are Weirder)

If you’re a level 1 fighter in Dungeons and Dragons, you might never have interacted with something truly magical before. That’s feasible. You might treat the first spell you ever see as a grand and amazing event, a mind-blowing experience that you’ll never forget. Then, ten levels later, you’ve got a bag of holding, a warlock buddy, and a sword that shoots lightning bolts when you crit. Magic becomes normal. The degree to which magic is normalized varies from edition to edition, but it’s always an expectation of the world. You’ll get magic swords, you’ll meet wizards, and you’ll become inured to wonderment.

For all the magical stuff going on in Lord of the Rings, it’s actually a pretty mundane world. The One Ring is perhaps the most powerful artifact that exists, and its power is limited to invisibility and extended lifespan, at least as far as mortal wielders are concerned. Even artifacts built for people to use are subtle in their effects. The sword Sting is considered to be incredibly powerful. Mostly, it glows when goblins are about. Also, it’s really sharp, even though it’s ancient. And yet, minor as those enchantments are, it’s undeniably magical, and it exists in a world where, to non-elves at least, this kind of magic is rare and still wonderful.

Fall of Magic, as the name implies, has magic in it. However, it’s not built into the mechanics of the universe in the same way. The player characters travel with the Magus, but they are not expected to be mages themselves. In fact, one of the earliest scene prompts asks players to talk about the first time their characters saw real magic. The implication is that magic is something rare enough that seeing it is unforgettable. Like fighting, prompts can be used as a starting point for something magical. But they’re still tied to a specific location, which implies that the magic is something rare or unique, in the fashion of the ghosts in the Dead Marshes or Beorn the skin-changer. At the very least, the nature of the game precludes easy teleportations, seven-league boots, Final-Fantasy-style airships, and other travelling conveniences.

In Middle-Earth, magic is rare and subtle, but wizards are almost unheard of. This is easy to forget when the stories focus on one of the world’s five wizards. Gandalf is avuncular and approachable, but he’s not human. He’s a minor deity who walks Middle-Earth. His motives are not comprehensible; sometimes they align with a goal that we can understand, but that doesn’t mean anyone but another wizard could hope to predict his actions. So too, the Magus. Once players have done enough exploration of one location, one player gets to move the Magus forward, and everyone is pulled along. That player has a lot of power. They choose which fork in the road to take, and they go a long way to setting the mood of the realm they enter. But then, once they move the Magus, they lose control of him, and every other player gets the opportunity to take that role.

No one person can predict where the Magus will take the party, and while he remains the most important single person in the world, he’s the least-defined of the travelling characters. Over the course of many scenes, players will define themselves and one another, gaining and giving traits as the journey wears on, things like “Legendary” or “Dishonored.” But they never give traits to the Magus. The avatar for magic in the world remains aloof and unknowable.

Things Don’t Get Better

Having characters change over time is not unusual in fantasy adventuring. In fact, the concept of leveling up is pretty well understood: after reaching a threshold of experience, your skills become markedly improved, and you may even gain new abilities. It’s a bit silly but understood as an abstraction of the process of long-term change, quantifying the process of growing and learning, bit by bit. And that’s great! Hooray for becoming more powerful!

Except change isn’t necessarily good. In fact, one of the recurring themes in Tolkien is that the world is steadily changing for the worse.

Middle Earth is cycling down the drain, becoming a less-magical, more hostile place, and all we can do is try to keep that process in check. In fact, elves envy mortals, because we’re the ones who get to die, while they’re basically trapped here. The decay of existence is mimicked in Frodo’s journey as well. He leaves the Shire, which is a basically perfect and unchanging place, and travels to Mordor, moving through lands that are increasingly dark, deadly, and forsaken. And he doesn’t get to come back. On his return to the Shire, it’s been taken over by Saruman. The outside world has come to the Shire, and it can never again be an untouched safe haven.

Of course, the Fall of Magic is about a land in which, well, magic is becoming less prominent. One could even say it is falling. The world as we know it is dying, along with the Magus, and our heroes are on a last-ditch mission to maybe save it. Like in Lord of the Rings, this transition is reflected in the lands that they move through. The game is built around a specific path, and whichever forks you take you’ll still start in quaint, pastoral lands. As you move on, you’ll visit darker and more unpleasant realms. By the time you’ve finished, depending on which fork you choose, you’ll either arrive in a blasted wasteland or a dark parody of the initial location.

This attitude goes beyond the world and into the characters as well. I mentioned before that they grow and change over time as they gain and lose traits, but this isn’t equivalent to leveling up. Gaining a level is a strict improvement; small numbers become big numbers, and in time, you become almost godlike. In 4th edition, at least, you could actually become a god if you worked at it. In Fall of Magic, while you might change over time, you don’t grow in the same way. Your change is measured in how you’re seen by the other characters or how you see yourself. Your character gains dimensions, but they don’t gain levels.

All told, Fall of Magic is a game that reduces the amount of heroism and wonder available in your fantasy land. It’s made to approach the world as if it were a mundane thing. Life is difficult, adventuring is hard, and magic can’t save everything. In many ways, it’s a story game equivalent of Torchbearer, in that it cares about the logistics of going on a quest and downplays the fantasy wish-fulfillment aspect. But even Torchbearer exists on a human scale. Fall of Magic pulls back and looks at the world from a sweeping overhead perspective. The characters matter, but the world matters so much more. That’s what makes it the kind of roleplaying that would probably appeal to someone like Tolkien, who could famously spend pages talking about the way light dapples through the trees or describing the history of statues of dead kings. The only thing it’s missing that would make it a perfect Lord of the Rings pastiche, is lots and lots and lots of poetry. You’re going to have to supply that yourself.