We have recently finished our very first campaign in D&D 3.5, after well over two years in play - the thing is, it was a to be continued type of ending, and we intend to continue playing in the same setting with same characters... but probably in a different system.

So as you might guess, we are looking for something similar to 3.5. Even though that I dislike it for the unrealistic heroicity of characters (you fall from one million billion kilometers high ledge, throw 20d6 for damage... oh wait, you are 100% resistant to non-magic damage, bummer) it is very easy to make encounters on the spot - I don't have to spend hours to prepare monsters, I can just jot down their stats on the fly, as the battle progresses or the story unfolds.

Nevertheless what we are looking for:

  • Pretty simple battle system, which allows battles to progress quickly, but still remain interesting (and doesn't have overpowered grapple rules)
  • Supports fully-customizable spells by default (i.e., ad hoc spell generation), though a spell list would be a nice addition; at worst I can just convert some of the D&D spells
  • High-fantasy and heroic play, but with a grain of gritty realism

For a note, I am specifically not interested in GURPS or any other generic RPG, I am looking for something which natively supports heroic high-fantasy settings.

  • 3
    \$\begingroup\$ High fantasy and gritty realism are often at opposite ends of the spectrum. \$\endgroup\$
    – okeefe
    Commented Dec 5, 2011 at 1:33
  • \$\begingroup\$ Which is why I mentioned only a grain of it. \$\endgroup\$
    – Maurycy
    Commented Dec 5, 2011 at 18:15
  • 1
    \$\begingroup\$ Allow me to mention our guidance for system-recommendation questions, meta.rpg.stackexchange.com/questions/1070/…. Please do not just toss in your favorite system - it should be one you have specifically used for this purpose. \$\endgroup\$
    – mxyzplk
    Commented Dec 6, 2011 at 5:12
  • \$\begingroup\$ I have a great suggestion: 3.5E D&D. Or to rephrase it: Why are you looking for a different system? What do you want in a new system that 3.5E doesn't already give you? \$\endgroup\$
    – shieldfoss
    Commented Jun 23, 2013 at 21:39
  • \$\begingroup\$ @medivh It's a pretty old question, since then I've moved on to other systems. And what I didn't like about 3.5? Number crunching, complete lack of grittiness, bazzilion spells to know and remember, almost complete lack of focus on things other than battle. \$\endgroup\$
    – Maurycy
    Commented Jun 24, 2013 at 5:48

8 Answers 8


I suggest checking out Pathfinder, Paizo's successor to 3.5 D&D.

Its combat system is an improvement over 3.5, and easier to learn than 3.5, while still keeping several familar factors.

The Ultimate Magic book has words of power, and alternate but compatable spell construction system which can, with a little practice, be used on the fly. It also has updates of all of the core 3.5 spells you are already familar with.

If you are going for gritty realism, there are some options for how the game is run in the Gamemastery guide for it. I personally think that their default setting does an excellent job of keeping things toned to the appropriate level of heroic play and grit.


Ars Magica meets your requirements, though it is not horribly "similiar" to 3.5

I am something of an Ars fanboy here, but let me address your requirements in turn.

Ars Magica 5th edition is a game of Magi in mythic europe... by default. However, the system and world supports many other genres and types of play, so long as they centre around an excellent magical system.

Battles are fast and fluid. I have found it extremely easy to make ad-hoc encounters when I was running Ars Magica, though my group was rather pacifistic. There don't seem to be any over-powered combat rules that are not representations of real life. (Clearly a group is pretty effective against a lone individual). Moreover, the injury system has a lovely gritty feel that is quite hackable, as wound recovery times are weeks and months, but can be tuned to your specific narrative needs.

"Supports fully-customizable spells by default" You won't find a system better than this than ArM. By combining the five techniques (verbs) and ten forms (nouns), you have over fifty approaches to making one's will manifest in the world. Each combination provides guidelines for magi making their own spells, both in the heat of the moment and as a matter of careful research. Each section also includes a set of sample spells, that cover the basic approaches of the art. This, too, can be tuned to what you want, with non-magic spellcasting provided for in case players want to cavort with fae, devils, or angels.

ArM5 supports high-fantasy and heroic play out of the box, as you can create scenarios where heroes can triumph (instead of dying horribly. My players were cautious for a reason.) It also supports the other sub-genres of fantasy and, without too much of a stretch, can support some of the essential questions of science-fiction (at least if you take Brin's definition) It also supports an amazingly rich philosophical basis, if you're into that sort of thing.

For what you're looking for, I recommend Ars Magica, though it has a very different game philosophy than D&D.

For completeness' sake, however, there are some significant differences:

  • Combat, by default, is lethal. It has death-spirals enabled by default. So the moment you're hit with even a light wound, it becomes far easier for an opponent to tag you again... and again. On the other hand, if all the opponent is doing is light wounds, you can take an arbitrary number of them. There are no "hit points" per se. This will come as something as a shock to D&D players.
  • It's not balanced. Ars Magica is a simulation of magic in mythic europe. While the setting is eminently portable to basically any magic-using setting, players are expected to have multiple characters: their magi, and assorted companions and grogs. At the same time, there exist options for "heroic" non-magi to exist at the same power level. 5th Edition is a lot better at this. It is a bit of a stretch though, and if your characters aren't interested in exploring magic by default, a discerning selection of sourcebooks will be necessary. I'm happy to help (as I own basically all of them.)
  • It's really really easy to get bogged down in details. My game happily supported a full calculation of expenses for the covenant. However, not all players like playing with budgets in their RPGs. Make sure you figure out what activities your players like to do and make sure the game focuses on those. Don't just add sub-systems from one of the other sourcebooks because they look fun. On the other hand, if your players like a certain kind of details, it's quite easy to enable as detailed a simulation of that specific aspect of the world as you like. Up to and including traditional army versus army combat, financial wrangling, philosophical debates in a university, and a theological conflict between a Bishop and a Rabbi.
  • When they say that a particular subsystem takes a long time to implement, they're not lying. While it's certainly possible to simulate your characters' life by figuring out what they've done every season since they turned 5 years old, be prepared to write off 40 hours to that activity. It's probably not wise to allow this "extremely complex and overly detailed character creation" by default.

Informational resources

  • Complete, free, legal versions of 4th Edition core book here. While 5th edition makes a number of significant tweaks, the fundamental mechanics and setting are fundamentally the same.
  • Fourth edition "Jump start" scenario here. The rules briefing on page 13 will give you a feel for the system. While 5th edition changes some subtle (but important) aspects, the core philosophy is explored well. Unfortunately, this booklet does not describe the combat mechanics in any appreciable detail. If you find you like the feel of the rest of the rules, I recommend asking a question of how combat works and/or pinging me privately in chat for a sample combat.

If you want 3.5 D&D with an element of grit, consider the E6 variant of 3.5 D&D (or Pathfinder). The basic idea behind E6 is that D&D is a great game at low levels and that's a great place to stay.

Basically, you stop leveling at 6 and instead take on addition feats each 5k XP afterwards.

Levels 1 to 6 are a period when a character comes into his own, and a crash course in action and danger transforms them from 1st-level commoners to veteran adventurers (or corpses). Once transformed by their experiences, a character’s growth is no longer a continuous, linear progression. Instead, they specialize or broaden their abilities: There are still major differences between the master warriors and the veteran mercenaries, but it's not a change of scale. This change in progression, which we see frequently in fantasy literature, is modeled through the acquisition of feats.

  • 2
    \$\begingroup\$ I personally like the explanation of E6 and its rules at RPG.net which also includes download links for the actual PDF. Here's the link: forum.rpg.net/… \$\endgroup\$
    – Josh
    Commented Dec 6, 2011 at 13:22

Rule of Cool’s Legend is a d20 System game derived from 3.5, but with a far greater departure from 3.5 than say Pathfinder. The system started as an extensive set of houserules for 3.5, based on experiences from the Test of Spite competitive arena played on the Giant in the Playground forums. As such, it was made by passionate fans who knew the ins and outs of 3.5 – and the places where the system broke down – extremely well. They then rewrote almost everything to address the issues that they found.

To be clear, you do not have to care about these issues or have any interest in as competitive or high-power an atmosphere as in the Test of Spite to benefit from the fact that the game’s authors do care. Their work with the problems of 3.5 allowed them to create a system that removes, in my opinion, a large number of the headaches of playing and running 3.5. This is something that a system too beholden to maintaining 3.5 cannot do.

So, for your consideration, a quick run-down of why I think Legend is an excellent system for those coming from 3.5:

  • Choices are straight-forward. You can choosen options that sound cool or fitting, and they will be. There are very few “trap” choices and (as of this writing) no known “game-breakers.” This lets you make the character you want without worrying if it’s going to work out or cause problems.

  • As a result, character creation is fast, relative to 3.5. Rule of Cool endeavored to keep any decision-making by the player important so that every decision you have to make is a matter of defining your character, not handling minutiae.

  • By the same token, DMs have much less to worry about when it comes to designing encounters: they can focus on having the enemies and powers the plot calls for, rather than worrying too much if the particular combination is going to result in a challenge far easier or harder than intended.

Thus, Legend does an excellent job of making encounter design easy: much better than 3.5, in my experience.

Some caveats:

  • Legend does not have fully-customizable spells. In fact, I have never seen any system do a particularly good job of this. 3.5 had this in the Epic Level Handbook’s Epic Spellcasting and Unearthed Arcana’s Incantations, but both systems have worked extremely poorly in my experience. I have not personally tried Ultimate Magic’s Words of Power, but the consensus among those I know who have is that is even worse. And as someone who dabbles in RPG design, I’m fairly confident that this cannot be done well, at least for what I consider well-designed, in a D&D 3.5-like system.

  • As in 3.5 and similar games, Legend gets less “gritty-realistic” as characters level. However, Legend also defaults to “narrative leveling,” that is, leveling only when the DM deems appropriate based on the story. By keeping characters in the 1-5 level range, Legend will be just as “gritty realistic” as 3.5 is. Which is not very, in my opinion, but if you actually want really gritty or really realistic, I don’t think you actually want a system anything like D&D.


I'd go (in fact, when we faced a very similar situation, actually went) for Warhammer Fantasy Roleplay (preferably its second edition.*)

It's one of the Great Old RPG lines. It's high fantasy, kind of. It can definitely have an epic feel** to it. And it's gritty** as well. It's easy to customize and adapt to different settings (imo.) It resembles DnD in quite a number of aspects even rules-wise - yet it's rather different in many other aspects, so it would feel familiar yet exciting (again imo.)

Since there are quite a few reviews about the game out there, I'll just stop here. :)

* I have no experience with the third edition of WFRP, but I don't think I like the direction it's been taken into. As for the first edition, we played that too, ages ago, and loved it, but 2nd ed. - through which we rediscovered WFRP - is way better, imo.

** Both videos linked are trailers for a computerized version of the tabletop strategy game incarnation of Warhammer Fantasy. Nonetheless, since they share the exact same world (and a lot of the underlying game mechanics), these videos reflect the "look and feel" of the rpg as well.

  • \$\begingroup\$ Shucks, even if I wanted (I won't say I don't, I just don't have opinion) it wouldn't work - the players who I play with don't like Warhammer. Actually they ridicule it on each step, primarily because they once played through character creation with an awful awful GM, it's kind of traumatic experience for them :). \$\endgroup\$
    – Maurycy
    Commented Dec 5, 2011 at 18:17
  • \$\begingroup\$ :) A horrible GM can ruin anything, true - and there are aspects of WFRP that, if overdone and/or misrepresented, can be seen as rather hilarious. (But hey, what can't be caricatured?) \$\endgroup\$
    – OpaCitiZen
    Commented Dec 5, 2011 at 18:39
  • \$\begingroup\$ @MaurycyZarzycki I'd considered recommending Earthdawn (its most recent edition) as well, but even though it's an amazing game, it has everything but a simple system. Anyhow, if you have a few spare minutes, reading up on a review or two about it can't be a bad idea. \$\endgroup\$
    – OpaCitiZen
    Commented Dec 5, 2011 at 19:31
  • \$\begingroup\$ I will look into it if/when/should I have free time. I used to like some Warhammer books as a child so I have fond memories of the universe (though when I read them again as an adult the same books seemed silly and low quality). \$\endgroup\$
    – Maurycy
    Commented Dec 5, 2011 at 20:49
  • \$\begingroup\$ In general I'm not a fan of "rpg literature", and had quite similar experiences with the WFRP novels (too) as you did - yet we found that we could breathe life into the setting itself the way we wanted, keeping what we liked and discarding what was silly. :) \$\endgroup\$
    – OpaCitiZen
    Commented Dec 5, 2011 at 22:31

I highly recommend Savage Worlds. There's an unofficial d20 conversion project, which will make it easier to convert your characters over.

Pretty simple battle system, which allows battles to progress quickly, but still remain interesting (and doesn't have overpowered grapple rules)

Savage Worlds is meant to be "fast and furious". I find combat to be very well balanced, esp the grapple rules.

Supports fully-customizable spells by default (ie ad hoc spell generation), though a spell list would be a nice addition; at worst I can just convert some of the DnD spells

Savage Worlds uses a template for spells with trappings to customize them. Ex: The bolt power is a ranged magic attack that does 2d6 damage. Possible trappings are fireballs, magical missles, lighting bolts, etc.

High-fantasy and heroic play, but with a grain of gritty realism

The Fantasy Companion provides all the high-fantasy you could want. It's up to you how gritty to make it, but there are rules for encumbrance, fatigue checks, etc.

  • \$\begingroup\$ Is there some kind of "rules-lite" document available? I'd like to read more about this system without having to go through the whole book :). \$\endgroup\$
    – Maurycy
    Commented Dec 30, 2011 at 13:26
  • \$\begingroup\$ Check out the Test Drive Rules; I think it's exactly what you're looking for. peginc.com/downloads.html \$\endgroup\$
    – Ryre
    Commented Jan 3, 2012 at 17:11

The Dresden Files

While The Dresden Files is set in the modern era by default, it lives almost exactly at the junction of high fantasy and gritty violence. The system was explicitly designed to make wizard vs werewolf combat very dangerous for the wizard while still being a reasonable thing to have happen

Pretty simple battle system, which allows battles to progress quickly, but still remain interesting (and doesn't have overpowered grapple rules)

Battles are very streamlined.

Supports fully-customizable spells by default (ie ad hoc spell generation), though a spell list would be a nice addition; at worst I can just convert some of the DnD spells

The magic system allows for spontaneous spells, and "rote" spells that get re-used regularly. It also separates the quick-and-dirty battle magic spells (Evocation) from the long-cast plot advancing spells (Thaumaturgy), while making both worth doing.

High-fantasy and heroic play, but with a grain of gritty realism

As I stated above, this is the place where the system lives.

Adapting the game from modern to medieval should be pretty simple. The weapon/equipment rules are abstract, so you don't need to worry about having stats for guns, but not spears.

The larger adaptation you may need to do is replacing the campaign building tools (City Creation) with something on a larger scope. You could just spread the features wider; Kingdoms instead of neighborhoods, etc.

It's definitely worth checking out.

  • 1
    \$\begingroup\$ It's also not the only FATE 3.0 Fantasy game... if one wants to look at the other, there's Legends of Anglierre, and in development, there is Soft Horizon (Fantasy version of Diaspora by Brad Murray). \$\endgroup\$
    – aramis
    Commented Dec 7, 2011 at 9:03
  • \$\begingroup\$ For ease of search, it's "Legends of Anglerre", without the "i". \$\endgroup\$
    – Zachiel
    Commented Jun 23, 2013 at 19:00

I've played 4e, 3.5, 3e, own Pathfinder, played Savage Worlds, and a few others including Ars Magica.

Currently, I'd recommend Pathfinder which one of the above posters already did. Essentially it's an extension of 3.5 which seems to be your favorite system.

Here's a rundown of the others:

Savage Worlds: adaptable to any system, highly miniatures orientated, popular with many fine players, light on rules and heavy on fun, more gritty and realistic. I personally prefer slightly more 'heroic' games, but that could just be me.

Ars Magica: very heavy on role-playing. The rules didn't make so much sense to me.

Also, I have my own RPG out, Challenger, for free. It was designed to play like the top games on the market but be simpler. It has stacking monster rules to cover mass battles quickly and is set in a Heroic Fantasy setting much like D&D. However, Challenger doesn't support an elaborate magic system like in D&D and Pathfinder which is why I'd recommend you Pathfinder which currently has the widest assortment of spells out there among the top games. I'd also recommend the Game Master guide for Pathfinder even if you never play that system.


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