They Feed on Fear

Created by: Alexei Vella Written by: Alexei Vella and Karl Sciberras Edited by: Fiona Maeve Geist Proofreader & Contributor: David Quinn Graphic Design & Layout: Alexei Vella Art Direction: Alexei Vella Front Cover Art: Trevor Henderson Back Cover Art: François Launet Interior Art: Alexei Vella, Trevor Henderson, Enoch Duncan, Shane Hunt, David Romero, Daniel Vega, Carlos Sánchez Polo, Aeron Alfrey, Watchful, Katya Reynoso, John R. Green, Leovincible, Jenyce Garay, Wipor Mont, Omega Black and François Launet Playtesters: Paul Sciberras, Josie Smith, Miguel Bugarín, Derick Ray, Cody Newbury, Breanna Dempsey, Caleb Miles and James J. Wells Special Thanks: Kickstarter Backers, Friends and Family, Lubomyr Bilyk, Lionel Miranda, Nicolai Østergaard, and Ben Doane Copyright © 2021 Alexei Vella | First Printing 2021

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3 TABLE OF CONTENTS INTRODUCTION...............................5 WARNING: BEFORE PROCEEDING......................5 WHAT IS NEEDED?............................................5 DICE ................................................................5 FEAR-EATERS...................................................5 THE PROVIDER.................................................5 CREATING A FEAR-EATER .................6 LORE................................................................6 INITIAL VALUES................................................7 ATTRIBUTES...................................8 MIND VS. MATTER ...........................................8 PHYSICAL VS. ETHEREAL .................................8 ATTRIBUTE WHEEL...........................................8 TYPES OF FEAR-EATERS................. 10 PROTEAN FEAR-EATERS .................................10 SINGULARITIES..............................................10 SPECTRAL FEAR-EATERS................................10 BESTIAL FEAR-EATERS ...................................10 POSSESSOR FEAR-EATERS..............................10 LURKER FEAR-EATERS ...................................10 ESSENCE...................................... 12 WHAT IS ESSENCE?........................................12 DRAINING ESSENCE .......................................12 ESSENCE AS A RESOURCE..............................13 DEATH & REGENERATION ...............................13 ENCROACHING DOOM .................... 14 THE DOOM CLOCK..........................................14 FEAR ........................................... 16 HUMAN PREY & FEAR.....................................16 FEAR DETECTION...........................................16 ANIMAL PREY & FEAR ....................................16 CHALLENGES................................ 18 WHAT IS A CHALLENGE? ................................18 TYPES OF CHALLENGES.................................18 MAKING A CHALLENGE ..................................18 CRITICAL FAILURES........................................18 ISSUING CHALLENGES WITH RISKS ................18 MANIPULATIONS........................... 21 WHAT IS A MANIPULATION? ...........................21 STRESS & HYSTERIA...................... 22 INCREASING STRESS......................................22 DECREASING STRESS ....................................22 HYSTERIA CHECK...........................................23 HYSTERIA ......................................................23 OTHER EFFECTS TO HYSTERIA .......................23 PREY ........................................... 26 TYPES OF PREY..............................................26 CHARACTERISTICS.........................................26 PREY PROFILES............................. 28 THREATS ..................................... 30 PREY AS THREATS .........................................30 ADDITIONAL THREAT SOURCES ......................30 USING THREATS AGAINST PLAYERS................30 PROTECTORS................................ 31 ACTIONS...................................... 32 PERFORMING ACTIONS ..................................32 CHARACTERISTICS.........................................32 ACTIONS TARGETING PREY ............................32 ACTIONS WITHOUT TARGETS .........................32 OTHER ACTIONS ............................................32 ACTION LIST................................. 34 ABILITIES..................................... 36 CHARACTERISTICS.........................................36 ABILITY LIST ................................ 38 CAMPAIGNS ................................. 40 SESSIONS & ENCOUNTERS .............................40 ROLL FOR INITIATIVE .....................................40 TIME UNIT......................................................40 REWARDING PLAYERS ...................................40 COMMUNITY................................. 42 COMMUNITY DETAILING.................................42 INTRODUCING LOCATIONS .............................42 MAPS ............................................................43 PREY CREATION............................ 46 ASSIGNING PREY CHARACTERISTICS..............46 EXPANDING PREY CHARACTERISTICS.............46 PROTECTOR CREATION ..................................46 PREY SELECTION........................... 47 PROTECTOR SELECTION ................................47 EXAMPLES OF PLAY....................... 48 EXAMPLE #1..................................................48 EXAMPLE #2..................................................50 EXAMPLE #3..................................................53 EXAMPLE #4..................................................54 CALCULATIONS..............................................56 APPENDIX A: RANDOM TABLES ....... 60 LORE..............................................................60 PREY .............................................................70 LOCATIONS....................................................72 APPENDIX B: SOLO RULES .............. 74 GOAL.............................................................74 ASSUMPTIONS...............................................74 INSTRUCTIONS ..............................................74 TABLES..........................................................74 ANTAGONISTS ...............................................76 SOLO CHALLENGES........................................76 PREY BEHAVIOR.............................................76 PREY REACTION.............................................78 LICENSE....................................... 83 CHARACTER SHEETS ..................... 84

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5 INTRODUCTION THEY FEED ON FEAR is a semi-cooperative, horror-themed, narrative tabletop roleplaying game (RPG). The players embody Fear-Eaters; eldritch interdimensional beings that feed on a form of human energy called Essence. A Fear-Eater’s aim is to be the first to accumulate sufficient Essence to achieve its End Goal. One person assumes the role of the Provider (game master) and is in charge of describing the game’s world, its inhabitants and their responses to player actions. Unlike most RPGs, the Provider does not issue quests. Instead, players are the primary action initiators, determining their own path toward realizing their End Goal. Both players and the Provider participate in creating and introducing locations to a Community. THEY FEED ON FEAR is about creating each Fear-Eater’s narrative, legend and Lore. WARNING: BEFORE PROCEEDING THEY FEED ON FEAR is a supernatural horror game that explores horror tropes. During the game, players will likely encounter themes of abduction, trauma and death. Players are taking on the role of a monster, who disregards, and feeds on, human life. These monsters harm, murder, and victimize animals and people of all sorts, possibly including children. All players must discuss what topics are included and not included during a session. It is important that players respect this social contract. There are many, varied RPG safety tools available, pick one that works best for the group, and use it. DISCLAIMER Player’s discretion is advised. WHAT IS NEEDED? The game requires 2-5 players with one player as the Provider. Each player needs the following: h Pencil(s). h Paper. h A twelve-sided die (D12 for short). h A completed character sheet (excluding the Provider). DICE Only a single D12 for each player is necessary. Players use the die results two ways. The most common use is a comparison against a Target Number (TN). Whether the desired result is below or exceeds the TN is situational. Details are elaborated in the “CHALLENGES” section [pg. 18]. Other times players, including the Provider, generate a result from a numbered table; rolling dice and consulting the table for a result. FEAR-EATERS These beings came from elsewhere. Nothing concerning them is normal or natural. Fear-Eaters do not possess, collect or gain loot, gear, weapons or equipment of any kind during their exploits. Instead, they absorb emotional energy known as Essence. A Fear-Eater’s goal is to collect, store, and Drain sufficient Essence to achieve its End Goal. Fear-Eaters are supernatural and interdimensional beings that shapeshift, embodying their target’s Fears at will. Fear-Eaters are typically solitary. However, on rare occasions, they cooperate, even hunting together in times of great necessity or opportunity. Groups of two (or more) FearEaters are called a Fright of Fear-Eaters. Fear-Eaters lack classes or skill trees. Mechanically they have 2 attribute scores, an Essence Pool and a list of actions and abilities. Fear-Eaters use these characteristics to manipulate their surroundings and victims. During a game, players may specialize their Fear-Eaters by gaining abilities and modifying attributes using experience as their Fear-Eater’s mythos unfolds. THE PROVIDER The Provider is an unknowable and omniscient observer and creator of all things. The Provider assumes the role of the Community and its inhabitants, adjudicates the rules and decides how the Prey (NonPlayer Characters or NPCs) react to the Fear-Eater’s actions. The Provider does not need to have a story in mind to run the game, just the setting. Players control their interdimensional being’s story. The Provider shoulders a great deal of responsibility being able to reward or withhold Essence. 12 9 7 8 3 11

6 CREATING A FEAR-EATER Creating a Fear-Eater has 2 primary stages: Lore creation and applying Initial Values. Lore describes the Fear-Eater’s past, present and intentions, while a Fear-Eater’s Initial Values define its starting statistics which are identical for each Fear-Eater. LORE WHAT IS LORE? Lore refers to a Fear-Eater’s story thus far, its traits and background as established by its player. Although it lacks mechanical bearing, it provides depth and interest to the Fear-Eater and the game’s narrative. The player decides on every trait in a Fear-Eater’s Lore in any order that they wish. Once these are decided upon the player fills them in on their Fear-Eater’s character sheet. A Fear-Eater’s Lore includes the following traits: h Name. h Elder True Name. h Essence Type. h End Goal. h Physical Appearance. h Portrait. h Object of Power/Cursed Object. h Lair. LORE DESCRIPTIONS Name: One of the most important and sometimes hardest features of a Fear-Eater to create is a name that defines and summarizes the character in a (few) word(s). A name should strike fear, reflecting the Fear-Eater’s vile nature. Elder True Name: A Fear-Eater’s interdimensional name, completely foreign to this dimension and very nearly unpronounceable to the human tongue. Unbeknownst to this dimension’s inhabitants, the knowledge of a Fear-Eater’s Elder True Name grants power over it. As such, Fear-Eaters take great care to keep their Elder True Names secret, never voluntarily revealing it, outside extreme distress. Essence Type: The Fear-Eater’s preferred energy/resource to be Drained from its Prey and fed upon. Essence is accessed by manipulating its Prey’s Fears. Sometimes, a Fear-Eater takes its Prey into its Lair to feed, slowly siphoning off their Essence by perpetually scaring them. Consuming and digesting Essence allows Fear-Eaters to grow, mutate and accumulate sufficient power to attain its End Goal. End Goal: Fear-Eaters have a great variety of motives, but an End Goal is their truest ambition. It is why a Fear-Eater exists and Drains its Prey’s Essence. Absorbing sufficient Essence achieves its End Goal— whatever that may be. Physical Appearance: Although Fear-Eaters can shapeshift at a whim, they often adopt a preferred, unique appearance for terrorizing their human Prey. Much like a Fear-Eater’s name, its preferred appearance should incite fear and reflect its vile nature. This is not the Fear-Eater’s true form, the one it takes on in its dimension; the human mind cannot fathom or comprehend, let alone perceive, that form. Portrait: Each player is encouraged to provide a visual representation of their Fear-Eater whether an actual image or representative symbol. Object of Power: Each Fear-Eater possesses, and is attached to, an Object of Power or Cursed Object. This item connects the Fear-Eater’s dimension with this reality. This item sprouts and spreads its roots into what eventually becomes the Fear-Eater’s Lair. It is where the Fear-Eater’s power resides and, if destroyed, so is the Fear-Eater. The only way to destroy an Object of Power is by draining all of its power. This power is the FearEater’s total Essence in its Essence Pool. Lair: A dark, secret, abandoned location within the Fear-Eater’s town, city or territory, a Lair houses its respective Fear-Eater’s Object of Power. It is where a Fear-Eater rests, digests Essence, mutates and plans its next victim’s demise. RANDOM GENERATION TABLES It is recommended players create their Fear-Eater’s Lore on their own. However, if players have difficulty creating their Fear-Eater’s Lore, Appendix A [pg. 60] has random tables to assist them.

7 REFINING LORE Once players establish their Fear-Eater’s Lore, they must share and discuss their choices with the Provider, further fleshing out their Fear-Eater and discovering if their Lore contains any potential issues or loopholes. Some questions players should keep in mind are: h How is the Fear-Eater’s Object of Power displayed? h How did the Fear-Eater come to exist in the Community? h How long has the Fear-Eater been in the Community? h How has the Fear-Eater avoided detection thus far? The Provider needs to know this information before the campaign begins to prepare and determine where to locate each Fear-Eater’s Lair within the Community. INITIAL VALUES Once a player has decided upon their Fear-Eater’s Lore, the last step in creating a Fear-Eater is to record its Initial Values. There is no need to roll for statistics or distribute values. All Fear-Eaters start with the same Initial Values, which fluctuate during gameplay. These Initial Values are as follows: h Mind vs. Matter (MvM) attribute of 0. h Physical vs. Ethereal (PvE) attribute of 0. h 20 Essence in Essence Pool. h An unfilled Doom Clock (DC). These values are sometimes abbreviated as a stat-line similar to this: MvM PvE ESSENCE DC 0 0 20 - Players fill these values in the appropriate areas of their Fear-Eater’s character sheet found at the back of this book next to an example of a completed sheet [pg. 84].

8 ATTRIBUTES Fear-Eaters mechanically have 2 attributes, each composed of a pair of aspects: Mind vs. Matter (MvM) and Physical vs. Ethereal (PvE). Each pair is a sliding scale, intrinsically tied together. Focusing on one aspect of the pair will neglect the other. Attributes are expressed as modifiers ranging from -2 to +2. Some abilities may initially require mastery of an aspect to obtain. However, Fear-Eaters specialized in one aspect can still perform abilities and actions tied to the opposing aspect; it merely does so by facing appropriate challenges with the associated modifiers. MIND VS. MATTER The Mind vs. Matter (MvM) attribute, cor- relates with abilities using interdimensional energy to affect the environment and Prey— Humans may call it magic. Fear-Eaters do not care what it is called; they just use their power to do what they need. The Mind (MD) aspect refers to a FearEater’s ability to manipulate the psyche: Prey’s beliefs, understanding and perception. The Mind can locate, and directly affect the generation of, Essence. The Matter (MT) aspect refers to a FearEater’s ability to use psychic forces which physically affect its environment, allowing it to alter the fabric of matter and move objects with little more than a thought. PHYSICAL VS. ETHEREAL The Physical vs. Ethereal (PvE) attribute refers to a Fear-Eater’s physical presence but also relates to their mindset. A Fear-Eater specializing in the Physical (P) aspect has a more solid form. Such Fear-Eaters tend to be blunt, preferring confrontations and brute-forcing solutions. They often revel, gorging on their Prey’s Essence. A Fear-Eater specializing in the Ethereal (E) aspect appears as more of an apparition, preferring more subtle solutions: manipulating the situation through undetectable means, lurking in shadows, or hovering at the edge of the senses and Draining energy slowly over time. ATTRIBUTE WHEEL The Attribute Wheel is a useful diagram summarizing each attribute and their corresponding aspects. It gives a sliding scale of potential modifiers for each aspect pairing. Finally, it depicts terms players can use identifying their Fear-Eater’s type, based on its aspect focus. +2 +1 0 -1 -2 PHYSICAL ETHEREAL +2 +1 0 -1 -2 MIND MATTER MIND MATTER PHYSICAL ETHEREAL +2 +1 0 -1 -2 -1 -2 +1 +2 SPECTRAL POSSESSOR LURKER BESTIAL

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10 TYPES OF FEAR-EATERS Fear-Eaters are malevolent and vile creatures whose motivations are only known to their kind. Their presence and goals in the material world are but a small part of their grander existence. On its journey to complete its goal, a Fear-Eater will express itself in a myriad of ways, shifting between the mastery of aspects as quickly as human moods may change. However, certain Fear-Eater states have similar features. As a Fear-Eater obtains its different masteries, it changes between these different ‘Types,’ often adopting new feeding strategies or altering its behavior. PROTEAN FEAR-EATERS All Fear-Eaters begin their journey as a Protean Fear-Eater without specialization in a single aspect. Rather they pride themselves in their ability to equally tap into all aspects, adapting to any situation. Protean FearEaters make choices on a whim with minimal planning or consistency. SINGULARITIES Singularities or Pure-Aspect Fear-Eaters are Fear-Eaters focused on a single aspect. They embody the mastered aspect, seeking to perfect its use during encounters. Singularities see themselves as superior to all other Fear-Eaters, but are filled with hate by Singularities focused on a different aspect. SPECTRAL FEAR-EATERS Spectral Fear-Eaters lean toward Physical and Mind aspects. Typically manifesting in forms that better enable it to play cruel mind games with its Prey while also gaining an environmental advantage. Despite their physical form, Spectral Fear-Eaters seek mastery over their Prey’s mental faculties, trapping them in illusions or altering their perception. They are the most likely FearEaters to create a host of minions, forcibly establishing a sort of cult to lead. BESTIAL FEAR-EATERS Bestial Fear-Eaters lean toward Physical and Matter aspects. Having poured almost its entire being into the physical world, its appearance matches an unrivaled ability to assert its will upon physical matter. Most Prey mistake them for corporeal beings, assuming they are unnaturally strong humans or supernaturally altered animals. A Bestial Fear-Eater’s preference for physical destruction extends beyond its ability to affect the environment; it leaves a trail of twisted bodies and gruesome scenes to further terrorize future potential Prey. POSSESSOR FEAR-EATERS Possessor Fear-Eaters lean toward Mind and Ethereal aspects. A Possessor’s defining trait is its lack of a physical form. Even when appearing to its victims, its form remains illusory, lacking any tangible presence if confronted. The danger a Possessor presents to its Prey is its ability to influence actions. Either indirectly through threats of pain and horror or directly through possession and mind control. Possessors toy with their Prey, leading them into conflict with their closest allies, slowly leading them astray. These Fear-Eaters only grant their Prey death’s release after their victims have severed every connection with those they once held dear, usually at the hands of their former friends. LURKER FEAR-EATERS Lurker Fear-Eaters lean toward Matter and Ethereal aspects. A Lurker exerts its force on the physical environment. Its will is expressed as moving objects, scratches and bites from invisible assailants or, even, natural phenomena. However, they present themselves as partial manifestations, moving shadows and disembodied sounds, having invested their Essence in the manipulation of matter over presenting a physical form. They prefer stalking one Prey at a time, watching and learning their victims’ every move and slowly Draining their Essence. Borne of the wishes for eternal youth and life everlasting, I come. Time is an interstitial tissue, it bears weight, and may be split. Benediction comes only with pain and so you shall all be made puritans of time. You will praise my name with shattered teeth, shredded tongues and ruptured eyes; you will be made eternally thankful and eternally young.

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12 ESSENCE WHAT IS ESSENCE? Fear-Eaters feed and Drain their Prey’s Essence. The player determines their Fear-Eater’s preferred Essence type. Essence can represent a Prey’s emotional energy, innocence, or youth; it can even represent something physical like flesh and blood. Mechanically, Essence type makes no difference, still counting as Essence, but allows the player to create their Fear-Eater’s unique mythos informing their narrative. When a Fear-Eater successfully Drains a Prey’s Essence during an encounter, it cannot be immediately used. Instead, the Fear-Eater carries the Essence until it returns to its Lair. Once there, the Fear-Eater digests and converts the Essence into usable Essence stored in its Essence Pool, a part of its life-force and a resource the Fear-Eater needs to use and carefully manage. DRAINING ESSENCE To Drain its Prey’s Essence, a Fear-Eater must first successfully detect at least one of the Prey’s Fears using Detect Fear. After which, the Fear-Eater can perform a Drain Essence action, facing the associated challenge [pg. 18]. These challenges are made with the Prey’s Target Number (TN) in the Drain Essence relevant attribute. If successful, the FearEater gains its Prey’s Essence. Otherwise, it gains no Essence. With a Critical Failure, the situation somehow turns against the Fear-Eater. The Prey might die prematurely, reinforce themselves, fight back more efficiently or some more sinister idea the Provider devises. AMOUNT OF ESSENCE DRAINED One-on-one, a human should be no match for a Fear-Eater, but there is always a chance the Fear-Eater fails. The majority of humans are of little use to a Fear-Eater, providing very little Essence. Still, some either offer significant quantities of Essence or pose a threat to gathering it. The quantity of Essence a Fear-Eater Drains from Prey depends on type. There are four types of Prey: Animals, Civilians, Protectors and Chosen. Each has an Essence Range, how much Essence a Fear-Eater accesses whenever it successfully Drains Essence. After successfully Draining Essence, the Provider rolls a D12 and references the following table determining how much Essence the Fear-Eater Drains. The Essence Generation Table values are suggestions and the Provider can change them at their discretion. ESSENCE TOTAL Each Prey has an Essence Total: the maximum Essence they can possess provided in their Prey Profile [pg. 28]. Essence Drained cannot exceed the Prey’s Essence Total. If Essence Drain exceeds their Essence Total, they lose their remaining Essence and die. RESILIENCE Resilience determines how many times a Fear-Eater can Drain its Prey’s Essence before they perish. Whenever a Fear-Eater successfully Drains its Prey’s Essence, their Resilience decreases by 1. When Resilience reaches 0, they die. 2 Resilience means the Fear-Eater can only Drain their Essence twice. On the second successful attempt, the target dies. If the Fear-Eater is not successful, Resilience does not decrease. If the Prey is not fully Drained of their Essence during an encounter and they escape, their Essence replenishes by the next encounter. ESSENCE GENERATION TABLE TYPE ESSENCE RANGE ESSENCE DRAINED (D12) ANIMAL 0-4 1-4 = 0 5-8 = 2 9-12 = 4 CIVILIAN 2-6 1-6 = 2 7-9 = 4 10-12 = 6 THREAT 2-8 1-3 = 2 7-9 = 6 4-6 = 4 10-12 = 8 CHOSEN 2-12 1-2 = 2 5-6 = 6 9-10 = 10 3-4 = 4 7-8 = 8 11-12 = 12

13 ESSENCE AS A RESOURCE ESSENCE POOL The Essence in a Fear-Eater’s Essence Pool is a part of its life-force and a resource to use and manage. This Essence has different ways of being used and spent. DOOM CLOCK COMPLETION The Fear-Eater’s Essence Pool can be used to fill in segments of their Doom Clock, a form of gaining experience explained further in “ENCROACHING DOOM” [pg. 14]. ESSENCE WITHIN AN ENCOUNTER When a Fear-Eater leaves its Lair, it brings a portion of its Essence from its Essence Pool with it; this represents a Fear-Eater’s awareness of its surroundings and its ability to maintain, enforce, and manipulate its will on the environment and survive within it. Essence brought into an encounter in this way is referred to as Encounter Essence. Fear-Eaters spend this Essence to perform actions and abilities. When spending Essence this way, it reduces its Encounter Essence by the action or ability’s Essence Cost. If the Encounter Essence reaches 0 during an encounter, for any reason, the Fear-Eater must return to its Lair abandoning any Essence Drained or earned during the encounter. If the Fear-Eater returns to its Lair with remaining Encounter Essence, this Essence and any Essence Drained or earned from Prey during the encounter is added to its Essence Pool. When a Fear-Eater is in its Lair, it has access to all its Essence and is, therefore, more challenging to defeat it there. RUNNING OUT OF ESSENCE Players should always be aware and cautious of how they use and allocate their Fear-Eater’s Essence; mismanagement could mean their Fear-Eater’s demise. If a Fear-Eater has no Essence in its Essence Pool, it is “dead.” The Provider does not tolerate failure. DEATH & REGENERATION Although dead, Fear-Eaters are strange supernatural and interdimensional beings that sometimes defy death. Representing this unnatural resilience, a Fear-Eater may try to Regenerate; however, Regeneration is not without risks. If a player Regenerates, they roll on the Regeneration Table, applying the result which stacks. REGENERATION TABLE D12 RESULT 1-6 TRUE DEATH The Fear-Eater is DEAD. The Player may choose to create a new Fear-Eater. 7-8 CRIPPLING REGENERATION The next Doom Clock segment filled that would give an ability does not yield one. When the next Doom Clock seg- ment is filled the Fear-Eater is unable to make an attribute change. Add 20 Essence to the Fear-Eater’s Essence Pool. 9-10 IMPERFECT REGENERATION The next Doom Clock segment filled that would give an ability does not yield one. Add 20 Essence to the Fear-Eater’s Essence Pool. 11 REGENERATION When the next Doom Clock segment is filled the Fear-Eater is unable to make an attribute change. Add 20 Essence to the Fear-Eater’s Essence Pool. 12 PERFECT REGENERATION Add 20 Essence to the Fear-Eater’s Essence Pool.

14 ENCROACHING DOOM THE DOOM CLOCK Between encounters, Fear-Eaters can spend Essence from their Essence Pool to fill their Doom Clock’s segments, a form of experience. The more segments filled, the more experienced and powerful the Fear-Eater is—and the closer to achieving its End Goal. When all segments are full (0-12), it attains its End Goal, winning the game. The Doom Clock starts unfilled and players fill in segments in play. Each segment has a different Essence cost to fill. Players subtract Essence from their Essence Pool filling Doom Clock segments on their Fear-Eater’s character sheet. After filling in the segment, they record the segment’s number in the Doom Clock’s center. Once Essence is spent, players may not transfer it back. For every Doom Clock segment filled (0, 1, 2, 3, etc.), the Fear-Eater can move one spot, in any direction, on the Fear-Eater Attribute Wheel. For every two segments filled (0-1, 2-3, 4-5, etc.), the Fear-Eater also gains an ability representing the Fear-Eater mutating, growing and evolving by Draining Essence. SEGMENTS ESSENCE COST 0-1 5 Essence 2-5 10 Essence 6-9 15 Essence 10-11 20 Essence 12 25 Essence DOOM CLOCK TABLE SEGMENT RESULT 0 May choose to move one spot on the Attribute Wheel. 1 Gain an ability. May choose to move one spot on the Attribute Wheel. 2 May choose to move one spot on the Attribute Wheel. 3 Gain an ability. May choose to move one spot on the Attribute Wheel. 4 May choose to move one spot on the Attribute Wheel. 5 Gain an ability. May choose to move one spot on the Attribute Wheel. 6 May choose to move one spot on the Attribute Wheel. 7 Gain an ability. May choose to move one spot on the Attribute Wheel. 8 May choose to move one spot on the Attribute Wheel. 9 Gain an ability. May choose to move one spot on the Attribute Wheel. 10 May choose to move one spot on the Attribute Wheel. 11 Gain an ability. May choose to move one spot on the Attribute Wheel. 12 Attain End Goal. 12 11 10 9 8 7 6 5 4 3 2 1 0

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16 FEAR HUMAN PREY & FEAR In THEY FEED ON FEAR, all human Prey suffer from Fear and possess 3 types: a Universal, Major and a Specific Fear. Think of it as a Fear Target. The target’s outer ring represents the Universal Fear (A), the inner ring represents the Major Fear (B), and the center represents the Specific Fear (C). The closer to the center, the more extreme and specific the Fear is, the harder to detect, and the better the result providing the Fear-Eater access to more Essence to Drain. These Fears are often related, from broad to specific, however some Prey have unrelated Fears. For example: Jenny suffers from the Universal Fear of Mortality, the Major Fear of Cemeteries, and the Specific Fear of Corpses. Paul suffers from the Universal Fear of Darkness, the Major Fear of Bees, and the Specific Fear of Needles. The Provider determines the Prey’s Fears unless already provided. FEAR DETECTION To Drain Essence or Abduct human Prey, a Fear-Eater must know at least one of their Fears. To do so, the Fear-Eater must be close and perform a Detect Fear action, paying the appropriate Essence Cost, and successfully passing its challenge. The FearEater then rolls D12 on the Fear Detection Table determining if a Fear is detected, what the Fear is, its type and any associated modifiers. FEAR DETECTION TABLE D12 DETECTED FEAR RESULT MODIFIER 1-2 Failure May not perform Drain Essence or Abduction. - 3-6 Universal May perform the Drain Essence or Abduction. 0 7-9 Major May perform the Drain Essence or Abduction. +1 10-12 Specific May perform the Drain Essence or Abduction. +2 If the Fear-Eater detects any of its Prey’s Fears, it can perform a Drain Essence or an Abduction action against them. For a Major Fear, the Fear-Eater also receives a +1 modifier when rolling Essence Generation. For a Specific Fear, the modifier is +2. If a Fear-Eater detects more than one of its Prey’s Fears, it only uses the highest modifier. Fear-Eaters may detect a Prey’s Fear more than once, to learn another of the Prey’s Fears, provided they pay the appropriate Essence Cost. When a Fear-Eater gains knowledge from the Detect Fear action, that information is not shared with the other Fear-Eaters. The players operating the other Fear-Eaters cannot act on this information unless they successfully Detect Fear to receive that knowledge. The only exception is if the Fear-Eater performs a Commune action with another Fear-Eater to share that knowledge. ANIMAL PREY & FEAR Animals are instinct-based Prey and therefore less susceptible to Fear than humans. A Fear-Eater does not need to Detect Fear before Draining Essence or Abducting them. Consuming Essence from this Prey is a desperate act. C B A Precious child, fair and dear Heed these words, heed them clear Flesh and blood not all things bind Formless things are cruel and unkind You may hear them speak, hear them cry Listen not sweet child, it is all a lie Precious child, fair and dear Heed these words, heed them clear They feed on children, THEY FEED ON FEAR...

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18 CHALLENGES WHAT IS A CHALLENGE? In THEY FEED ON FEAR, almost nothing is certain and Fear-Eaters face plenty of obstacles. Representing this struggle to remain in control of themselves and their situation, Fear-Eaters must overcome challenges. These challenges can be as inconsequential as being denied building entry or as severe as death. TYPES OF CHALLENGES FEAR-EATER INITIATED CHALLENGES Actions and abilities used by Fear-Eaters do not succeed by default; instead, they have an associated challenge. In some cases, Fear-Eaters can decide which aspect is challenged, provided the Provider approves. If a specific action or ability does not state the challenge, the Provider assigns one and dictates what attributes, aspects and TN are used. PROVIDER INITIATED CHALLENGES If a Fear-Eater’s course of action presents consequences or if it is in a harmful situation, the Provider will ask the player to face a challenge. Passing may mitigate consequences. The Provider decides which attribute and aspect the Fear-Eater uses and the associated Target Number (TN). MAKING A CHALLENGE Depending on the aspect, a challenge succeeds or fails if it is over or under a specific value: the Target Number (TN) the Provider determines. The player rolls a D12, applying the appropriate attribute modifier (MvM or PvE). The Provider compares the result against the action, ability or NPC’s TN using the following table. If the Provider feels generous, they may choose to reveal the TN though it is not required. Please note THEY FEED ON FEAR lacks Critical Successes. CHALLENGE TABLE ASPECTS OVER/UNDER CRITICAL FAILURE MIND PHYSICAL OVER TARGET NUMBER (TN) Natural 1 MATTER ETHEREAL EQUAL TO OR LESS THAN TARGET NUMBER (TN) Natural 12 For Example: If the Provider determined the Fear-Eaters are facing a challenge with 50-50 odds using the Matter or Ethereal aspects, it would be TN 6 and rolling equal to or less than 6 is a success. For the Mind or Physical aspects, the TN remains 6 but the Fear-Eater must roll over the TN. CRITICAL FAILURES Whenever a Fear-Eater Critically Fails, something terrible happens. Prey can die prematurely, be reinforced, or potentially retaliate with devastating effect. A Critical Failure can cause additional Essence loss, double Stress and Hysteria or attract a Protector’s attention. Critical Failures generally cause the situation to worsen, but the Provider decides the severity. ISSUING CHALLENGES WITH RISKS In some situations, the Provider might issue a challenge to players with an associated risk, such as Essence loss or increased Stress for failure. For Example: A) The Provider poses a TN 8 Physical challenge, with a risk of losing 2 Essence per failure. If the player rolls a 4 and their PvE attribute is -1, they fail rolling a 3 losing 2 Essence. If they Critically Failed by rolling a Natural 1, they would lose 4 Essence. B) The Provider poses the same Physical challenge but with the risk of +2 Stress. If failing the same way, they gain 2 Stress; a Critical Failure on a Natural 1 would incur 4 Stress. The Matter, the Ethereal, the Physical and the Mind: all playthings of reality for beings of our kind. I am far from at peace with my Bestial kin, competitors all for the Essence within. But worse, all the more, is our eternal prey, simple game, simple animals, to slaughter and to slay. To eat is to live and to live is to eat until our metamorphosis is truly complete. Following that? Maybe war, perhaps famine? A rapture of souls, a massacre of flesh, horrors human minds cannot imagine.

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21 MANIPULATIONS WHAT IS A MANIPULATION? A Manipulation is when a player describes how their Fear-Eater utilizes its environment and situational circumstances to provide a future challenge with favorable conditions. A Manipulation can include enlisting the aid of other Fear-Eaters or coercing Prey. Manipulations granted by the Provider, reward the player with a modifier to any single die roll during that encounter, where it makes narrative sense. A Manipulation grants +/- 1 in the Fear-Eater’s favor. Manipulations do not require Essence expenditure and are not actions or abilities, but can result from an action or ability. A player can bank any number of Manipulations during an encounter, but a maximum of 2 Manipulations can be applied to a single challenge. Players apply Manipulation modifiers before rolling. Unused Manipulations are removed at the end of an encounter when the Fear-Eater returns to its Lair. For Example: A Fear-Eater is outside a Prey’s window and decides to increase the creepy factor by forming a claw from a gnarled tree branch and slowly scraping the glass. This activity costs no Essence. The Provider rewards the Fear-Eater’s player with a Manipulation for creating a spooky atmosphere. Later, the player applies the Manipulation to a Drain Essence roll requiring a suitable narrative. In a different encounter, the Fear-Eater knows that the Prey fears snakes. The Fear-Eater turns into a large serpent (costing no Essence) and coils itself around its Prey, passing the requisite Physical challenge. Given the Prey’s phobia and current predicament, the Provider rewards the Fear-Eater’s player with a Manipulation. The player decides to use it in the very next action to Drain Essence. Manipulations hindering Fear-Eaters also exist. If the situation disfavors the Fear-Eater or if the Prey took actions to hinder it, the Provider could apply a Manipulation against one of its die rolls. A hindering Manipulation grants a +/- 1 modifier disfavoring the Fear-Eater. Generally, Fear-Eaters know when Manipulations hinder its efforts—but not always. No more than 3 Manipulations can be applied in the Prey’s favor. Some ways hindering Manipulations include: h The environment might not support the FearEater’s presence, actions or abilities; such as holy ground, or entering a loving family’s home. h The Fear-Eater may have already lost Essence, perhaps due to environmental conditions or the actions of Prey. h The Prey has allies on site or arriving to support them. For Example: A Fear-Eater attempts to enter a Prey’s home by turning into a mist and flowing under the door. The Provider surprises the Fear-Eater’s player by asking them to pass a Mind challenge with a -1 Manipulation modifier to the roll. Unbeknownst to the Fear-Eater, the Prey, being prepared, placed a magical seal specifically against the Fear-Eater.

22 STRESS & HYSTERIA Fear-Eaters are not of the material world. Every action and ability performed outside their Lair affects the surrounding world like ripples in a pond. These ripples, consciously and unconsciously, affect alerted Prey. When these ripples affect the world and Prey within it, it causes Stress. Stress tracks Prey’s awareness of supernatural events in the Community, representing the Fear-Eater’s impact without roleplaying every detail. The Community’s reaction scales in response to Stress the Fear-Eaters’ activities cause. The more Stress an encounter generates, the more likely the Community notices raising the Community’s Hysteria. INCREASING STRESS During each encounter, each participating Fear-Eater has its own respective Stress Total. Stress Totals are calculated using the Stress Value of a Fear-Eater’s actions and abilities, Prey encountered, and any additional Stress the Provider wishes to add. After the encounter, the Provider combines participating Fear-Eater’s Stress Totals calculating Hysteria. Fear-Eaters’ actions and abilities have a Stress Value. When performing an action or ability, the Provider adds the action or ability’s value to their Stress Total regardless of outcome. Prey have a Stress Value that can increase a Fear-Eater’s Stress Total. If a Fear-Eater kills, harms, abducts or is noticed by its Prey, the Provider adds the Prey’s Stress Value to their running Stress Total. Stress Values differ based on Prey type, Stress Value ranges are provided below and Prey’s Stress Values are listed on their Prey Profile [pg. 28]. PREY STRESS VALUES PREY STRESS RANGE ANIMALS 0-1 CIVILIANS 1-2 PROTECTORS 3-4 CHOSEN 4-5 Providers may also increase the added Stress if the Fear-Eater’s actions or abilities warrant it. For instance, when a player fails an important challenge or performs a particularly unnerving action or ability (doubling Stress for a Critical Failure). The Provider is not obligated to reveal any effects on the running Stress Total. DECREASING STRESS Less commonly during an encounter, Stress can decrease when any participating Fear-Eater performs an action or ability that states it removes Stress or if the Fear-Eater is defeated or believed to be defeated by the Prey. The Provider decides the amount of Stress removed from the running Stress Total in the latter case. The Provider can also decrease the Stress Total if they deem it warranted due to the Fear-Eater’s actions. For instance, when a Fear-Eater succeeds at an important challenge or has manipulated its Prey into a ‘bond’ of trust. The Provider is not obligated to reveal the effect on the running Stress Total. For example: During an encounter, a Fear-Eater Drains a Civilian’s Essence adding the action’s Stress Value (1) to its Stress Total. The Fear-Eater fatally Drains its Prey, so the Provider adds the Prey’s Stress Value (2) to their running Stress Total, to account for someone potentially noticing the Prey is missing; giving the Fear-Eater a Stress Total of 3. If this were the encounter’s end, the Provider would make a Hysteria Check based on a Stress Total of 3. Summer is over and, as the season ends, something ravenous stirs. As nights darken and sunlight grows anemic and pale, the seasons changing brings a fate worse than death, ancient slumbering eldritch beings—Fear-Eaters—awaken in shapes incomprehensible with unknown intentions. All that is certain is they wish to consume us, fueling their unspeakable machinations! We now find ourselves locked in combat with reality itself and, if we hope to survive, we must accomplish the impossible. We must battle mists with bare hands and steel our skin for the coming rending and flaying. Summer is over, and now it is time for the Fall…

23 HYSTERIA CHECK At the end of every encounter, the Provider makes a Hysteria Check: a D12 roll based on the total Stress generated during the encounter, given in the table below. HYSTERIA CONVERSION TABLE STRESS HYSTERIA CHECK HYSTERIA INCREASE 1-5 3 5 6-10 4 10 11-15 5 15 16-20 6 20 21-25 7 25 26+ 8 30 If the Provider rolls equal to or less than the Hysteria Check value, Hysteria is increased referencing the Hysteria Increase column. Otherwise, Hysteria is unaltered. HYSTERIA COMMUNITY RESPONSE Hysteria informs the Provider of the Community’s response. Certain levels may attract, trigger or generate Threats, such as the creation of a neighborhood watch, a group of Kids on Bikes or calling in Paranormal Investigators, Holy Cleansers and so on. The Community’s response is a shared effect and applies to all Fear-Eaters. The levels and the Hysteria Amount required to trigger a response is at the Provider’s discretion but a guideline is provided below. MASS HYSTERIA! When Mass Hysteria is achieved, all Prey become Threats including Chosen, Civilian, and Animal Prey. Prey starts taking action against any perceived attack, real or otherwise. During Mass Hysteria, the Provider should treat all Threats as Direct Interventions. COMMUNITY RESPONSE TABLE LEVEL HYSTERIA AMOUNT COMMUNITY RESPONSE 1 10 Alerts neighborhood kids, Kids on Bikes investigate. 2 20 Alerts Concerned Citizens, including parents who organize a neighborhood watch. 3 30 Alerts Investigators, they seek to find what is ailing the Community. 4 40 Alerts Mystics and Organized Religion, they seek to rid the existence of the Fear-Eaters through spiritual and religious methods. 5 50 Alerts Armed Forces, they seek to rid the existence of the Fear-Eaters through physical force. 6 60 Alerts Secret Societies, they seek to eliminate the Fear-Eaters inhabiting the town by using any means necessary, but their true motives are not fully known. 7 70+ Mass Hysteria! All Prey present in the Community become a Threat; all Prey not considered a Threat evacuate the Community. OTHER EFFECTS TO HYSTERIA DAYTIME HYSTERIA The majority of Prey are active by day. Consequently, it is more difficult for Fear-Eaters to pursue their goals undetected. During sunlit hours double the Hysteria added by a Hysteria Check. The Provider may opt to treat rainy and overcast days, as night-time. HYSTERIA & POPULATION The Provider should also keep in mind that the population’s size can also affect Hysteria. Smaller populations like a tight-knit neighborhood or small-town notice missing members far more easily than a larger urban Community. Conversely, there are more high traffic areas in a large area where a FearEater may be seen. The Provider might apply more Stress in smaller populations and less in larger populations. The Provider might also adjust the requisite Hysteria to trigger a specific Hysteria Response, less for smaller populations and more for larger REALITY SNAPBACK If a player does not describe a Fear-Eater’s actions in a way that Prey can easily rationalize, the action or ability still works but the Provider can add additional Stress representing reality reasserting itself. This could manifest as globs of ectoplasm at the scene, unnatural formations or a lingering sense of evil and dread.

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26 For Example: Resilience 2 means the Fear-Eater can only Drain its Prey of Essence twice. Killing the target on the second successful attempt. PREY ESSENCE TOTALS PREY TYPE ESSENCE TOTAL ANIMALS 4 CIVILIANS 6 PROTECTORS 8 CHOSEN 12 PREY The Provider controls the populace that Fear-Eaters threaten: Prey or Non-Player Characters (NPCs). TYPES OF PREY Fear-Eaters view all of this dimension’s inhabitants as mere food. There are four Prey types: Animals, Civilians, Protectors, and Chosen. ANIMALS Dogs, cats, rats, birds, and other similar creatures providing mere morsels of Essence. Subsisting on this Prey’s Essence is often an act of desperation. However, consuming Animals that other types of Prey care for could be situationally useful. CIVILIANS Regular people who do not, usually, pose a Threat to Fear-Eaters unless they go missing en masse or uncover and reveal the presence of Fear-Eaters to the Community. They do not offer much Essence being weak-willed and easily manipulated. Fear-Eaters can even coerce Civilians to serve as accomplices. Over the course of a session, Civilian Prey can become a Threat. PROTECTORS Human Prey that are always considered a Threat as they are aware of, and believe in, the supernatural and stand ready to combat the Fear-Eaters. A Protector’s conviction is both a boon and a bane to a Fear-Eater. The core of a Protector’s ability to harm and resist a Fear-Eater is belief which is also central to Essence. Thus, overcoming a Protector often results in more Essence. Protectors often become more dangerous given time to prepare. Protectors provide much of the active opposition to Fear-Eaters and are further explained in “THREATS” [pg. 30]. CHOSEN Rare humans, often children, full of Essence. Fear-Eaters desire Chosen Essence above anything else and go out of their way to feed upon it. Communities aware of a Chosen’s gifted nature or Fear-Eaters presence may protect the Chosen with Protectors or other Threats. Chosen can also become Threats; however, it is impossible for other Prey to become Chosen. CHARACTERISTICS The following 8 characteristics describe Prey and create a profile—examples can be found under “PREY PROFILES” [pg. 28]. The Provider is encouraged to use the existing Prey Profiles while also creating custom Prey appealing to the player’s Fear-Eaters. For more see “PREY CREATION” [pg. 46]. NAME Most Prey have a full name, such as Craig, but can also have a broad description or classification such as “Bully” or “Teacher.” A single entry can also describe a group of Prey. TYPE The Prey’s type defines how much Essence they can generate. Therefore, some types of Prey are more useful than others. Under normal circumstances Prey are usually one of the following types: Animal, Civilian, Protector, or Chosen. The Provider determines when and if a Prey is a Chosen, Protector or both. Chosen can often pose a Threat, while Protectors always pose a Threat. Animals and Civilians rarely pose a Threat except under special, Provider-determined circumstances or when a Community reaches Mass Hysteria. ESSENCE TOTAL Essence Total refers to the maximum Essence Drainable from its Prey. See “ESSENCE” [pg. 12] for further explanation. RESILIENCE Resilience refers to how many times a FearEater can Drain its Prey’s Essence before they perish. This value ranges from 1-3.

27 TARGET NUMBERS Target Numbers refer to the Prey’s TN in each aspect used during any action directly targeting the Prey (including Drain Essence and Abduction). The following abbreviations are used: MD (Mind), MT (Matter), P (Physical) and E (Ethereal). For Example: An entry of P:7 and E:5 means that the player must roll over 7 for the Physical aspect, and must roll equal to or less than 5 for the Ethereal aspect to succeed. An entry of P:7 means that if making a Physical action they must roll over 7 to succeed. An entry of E:5 means that if making an Ethereal action they must roll equal to or less than 5 to succeed. STRESS Stress refers to the likelihood that the Prey notices and reacts to a Fear-Eater’s activity or the disappearances of Community members. Stress increases a Community’s Hysteria and possibly triggers searches, attracting Protectors or Threats. The higher the Prey’s Stress Value is, the more likely the Prey’s awareness of the Fear-Eater or the Prey’s disappearance or death increases Community Hysteria. This value ranges from 0-5 depending on Prey’s type. PREY STRESS VALUES PREY STRESS RANGE ANIMALS 0-1 CIVILIANS 1-2 PROTECTORS 3-4 CHOSEN 4-5 FEARS All human Prey possess 3 Fears: a Universal, Major and Specific. These are often related but do not have to be. Imagine it as a target. The outer ring is Universal, the middle ring is Major and the inner ring is the Specific Fear, the closer to the center, the better the result. SPECIAL TRAITS Special Traits refers to any abilities, features, interactions and relationships with other Prey or Prey groups a target may have. SPECIAL TRAITS TRAIT DESCRIPTION Fearful Fear-Eaters receive a +1 modifier when rolling on the Fear Detection Table. Outspoken Shares learned information quickly. Ignored Other Prey do not learn their knowledge before they die. Skeptic Has to experience otherworldly events first-hand to believe them. Incompetent The Prey never contributes to Manipulation modifiers against the Fear-Eaters. Relentless Fear-Eaters cannot use Manipulation modifiers against this Prey. Confident The Prey’s Mind challenges always have 1 Manipulation in their favor. Watchful The Prey’s Matter challenges always have 1 Manipulation in their favor. Strong The Prey’s Physical challenges always have 1 Manipulation in their favor. Spiritual The Prey’s Ethereal challenges always have 1 Manipulation in their favor. Bonded Will always increase Stress by X amount, if Y character goes missing - (Bonded to Sally, +10 Stress) Rash The Prey never receives Manipulation modifiers generated by other Prey. Invulnerable Fear-Eaters cannot use the X aspect when making a challenge against this Prey, automatically failing the challenge if they do— (Invulnerable to Mind). The Prey must have at least 1 aspect that they are not invulnerable to. Instinctual The Prey does not suffer from Fear. Fear-Eaters do not require the Detect Fear action to Drain Essence or Abduct them.

28 PREY PROFILES NAME TYPE ESSENCE TOTAL RESILIENCE TARGET NUMBERS STRESS FEARS SPECIAL TRAITS Father Simon: Priest Protector 8 3 MD:7 MT:7 P:6 E:6 3 UNIVERSAL: The Unknown MAJOR: Social Rejection SPECIFIC: Vision Loss Spiritual Lorraine: Demonologist Protector 8 3 MD:7 MT:4 P:5 E:5 3 UNIVERSAL: Abandonment MAJOR: Entrapment SPECIFIC: Demons Spiritual Agent Molder: FBI Agent Protector 8 3 MD:7 MT:7 P:7 E:7 3 UNIVERSAL: The Truth MAJOR: Abduction SPECIFIC: Aliens Skeptic Lt. Hopper: Police Lieutenant Protector 8 3 MD:7 MT:7 P:7 E:6 3 UNIVERSAL: Nature MAJOR: Water SPECIFIC: Drowning Skeptic Duffy: The Slayer Protector 8 2 MD:6 MT:6 P:6 E:6 3 UNIVERSAL: Hell MAJOR: The Undead SPECIFIC: Vampires Strong Craig: Bully Civilian 6 2 MD:6 MT:6 P:7 E:5 2 UNIVERSAL: Nature MAJOR: Insects SPECIFIC: Centipedes Fearful Vernon: Middle Schooler Civilian 6 2 MD:6 MT:6 P:7 E:5 2 UNIVERSAL: Monsters MAJOR: Wolves SPECIFIC: Werewolves Rash Mr. Cauley: Science Teacher Civilian 6 2 MD:7 MT:7 P:6 E:6 2 UNIVERSAL: Radiation MAJOR: Acid SPECIFIC: Explosions Skeptic Ralph: Homeless Man Civilian 6 2 MD:8 MT:6 P:6 E:6 1 UNIVERSAL: Mind Control MAJOR: Commitment SPECIFIC: Loss of Identity Ignored Jake: Urban Explorer Civilian 6 2 MD:6 MT:6 P:7 E:5 2 UNIVERSAL: Hospitals MAJOR: Blood SPECIFIC: Decapitation Sally: Cheerleader Chosen 12 2 MD:6 MT:6 P:6 E:6 4 UNIVERSAL: Mortality MAJOR: Fire SPECIFIC: Burning Confident William: Child Genius Chosen 12 2 MD:6 MT:6 P:6 E:6 4 UNIVERSAL: Holes MAJOR: Sewers SPECIFIC: Alligators Relentless Timmy: William’s Little Brother Chosen 12 2 MD:6 MT:6 P:6 E:6 5 UNIVERSAL: Nature MAJOR: Rain SPECIFIC: Clowns Stanley: William’s Best Friend Chosen 12 2 MD:6 MT:6 P:7 E:5 4 UNIVERSAL: Germs MAJOR: Decay SPECIFIC: Filth Watchful Rover: Loyal Dog Animal 4 2 MD:4 MT:8 P:4 E:8 1 UNIVERSAL: N/A MAJOR: N/A SPECIFIC: N/A Instinctual Betsy: Cow Animal 4 1 MD:4 MT:8 P:4 E:8 1 UNIVERSAL: N/A MAJOR: N/A SPECIFIC: N/A Instinctual Rats: Vermin Animal 4 1 MD:3 MT:9 P:3 E:9 0 UNIVERSAL: N/A MAJOR: N/A SPECIFIC: N/A Instinctual

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30 THREATS In THEY FEED ON FEAR, Threats are anything that poses or initiates a challenge for a FearEater. Threats can present themselves in many ways: people, places or things. Most Threats can harm Fear-Eaters through belief. Individuals, even whole communities, may believe that they, others, places and objects, have the power to fight, fend off, and harm Fear-Eaters—making them Threats. Some Threats, however, are innately damaging to FearEaters and have nothing to do with belief. PREY AS THREATS The most common Threats are human Prey. Most only become a Threat when the moment is right (Animals, Civilian and Chosen). Protectors, on the other hand, are always considered a Threat. ADDITIONAL THREAT SOURCES Humans are not a Fear-Eater’s only Threat, some places and objects are simply harmful. These are treated as any other challenge or series of challenges. The Provider chooses the aspect and the difficulty situationally. For Example: The Prey’s clever ruse entraps a Fear-Eater in a magical circle. The Provider rules escaping requires overcoming a TN 5 Ethereal challenge and each failure costs 2 Encounter Essence. USING THREATS AGAINST PLAYERS DIRECT INTERVENTION If players give away their location or follow a predictable pattern especially of an action, a Threat may respond specifically targeting the Fear-Eater. These challenges include those already present. It may be possible to navigate around a Direct Intervention, depending on Prey. For Example: A Fear-Eater Stalks members of the same family nightly. They hire a monster-hunter (Protector) to track and kill the beast (Direct Intervention). INDIRECT INTERVENTION Some Threats may be present but remain inactive. Fear-Eaters may negotiate around inactive Threats without altering them. Failure to do so activates the Threat as a Direct Intervention. Alternatively, Indirect Interventions may represent Threats supporting the Prey. This can modify challenges involving the supported Prey’s TN. For Example: Jake, an urban explorer, enlists the aid of a friend (Protector) to watch their back overnight. The Provider can modify the TN for the Fear-Eater’s actions because there are now two people watching out for the Fear-Eater.

31 PROTECTORS These are some Protector examples. The Provider is free to create other Protectors. KIDS ON BIKES TARGET NUMBERS: MD:6 MT:6 P:6 E:6 A motley crew of children banding together for defense when menaced by the Fear-Eaters. TN is 6 for every aspect (i.e., Fear-Eaters can defeat them in any manner). Defeating them in a particularly gruesome way can, at the Provider’s discretion, add 4 Stress. Any knowledge they have or gain is not transferred to adult humans until after the Kids on Bikes are defeated (when the parents find diaries/notes/creepy drawings, etc.). CONCERNED CITIZENS TARGET NUMBERS: MD:6 MT:6 P:6 E:6 Adults from all walks of life that may not be aware or believe in Fear-Eaters, but sense something is wrong; they just cannot put their finger on what. INVESTIGATORS TARGET NUMBERS: MD:7 MT:7 P:7 E:7 Private Investigators, FBI Agents, Paranormal Investigators, and Monster-Hunters—adults with experience in investigations and the arcane. They operate solo, as a team, or, less often, as guides. These humans are cunning and generally prepared against attacks using Mind or Physical aspects. MYSTICS TARGET NUMBERS: MD:7 MT:4 P:5 E:5 Spiritual people from a non-organized religion including Fortune Tellers, Psychics and Witches. Useful for knowledge, and skilled at combating MvM, but not very strong. ORGANIZED RELIGIONS TARGET NUMBERS: MD:7 MT:7 P:6 E:6 A local religious group from any organized religion with access to both knowledge and resources as Hysteria increases. Resources come in the form of religious leaders, high ranking officials and specialized religious teams, these members often have stronger Mind defenses. ARMED FORCES TARGET NUMBERS: MD:5 MT:5 P:7 E:7 Law enforcement, the military and other government agencies but also private security forces. Adults of whom a vast majority are non-believers, only top officials are aware of Fear-Eaters existence. Their (armed) presence bolsters other humans and evacuates nonessential humans. SECRET SOCIETIES TARGET NUMBERS: MD:7 MT:5 P:7 E:5 Ancient cults, hidden orders, clandestine organizations, or a monster-hunting family lineage that hunts Fear-Eaters. They may have a headquarters, specialized equipment or particularly effective combat techniques. Most frustratingly, they are predisposed to believing Fear-Eaters exist, having experienced the supernatural. Unfortunately, Secret Societies are more like cockroaches than other humans; if one is visible, a thousand more are coming. If a Fear-Eater generates Stress acting against a member, the Provider may have it attract more.

32 ACTIONS Actions are tasks that all Fear-Eaters can perform to prepare for, or use within, an encounter. Fear-Eaters all have access to the same actions and can perform them right away, provided they pay the appropriate Essence Cost. PERFORMING ACTIONS When performing an action, the player suggests which aspect they are using, providing a narrative description or justification for how the selected aspect relates. Given this, players can use the same action in various ways depending on their narrative description. For Example: Fear-Eater (A) performs a Siphon action using the Ethereal aspect, sending tendrils of phantasmal energy into the air and latching onto nearby Prey’s scalps. Fear-Eater (B) performs the same action using the Matter aspect, transforming into a swarm of strange insects, biting and sucking blood from nearby Prey. In response to the player’s suggested aspect and narrative description, the Provider can permit the action, setting a TN or suggest a better aspect or, even, choose not to issue a challenge. After setting the TN, the Provider can give the player a chance to alter their choice. Note: Most actions can be performed using any aspect. However, a few actions limit the aspects a player can use. The Provider should adhere to these limitations as much as possible. CHARACTERISTICS Each action detailed includes the following: NAME: Names can be used as prompts to help players formulate each action’s narrative description. ATTRIBUTE ASPECTS: When performing actions, Fear-Eaters must adhere to associated aspects. The player suggests which they wish to use by providing a narrative description and justification. ESSENCE COST: Players must pay the Essence Cost to perform actions [pg. 12]. STRESS: Performing actions generates Stress [pg. 22]. DESCRIPTION: Each action includes a short description of its mechanical effect. ACTIONS TARGETING PREY When a Fear-Eater targets an individual Prey performing an action, the Prey’s Target Numbers are used during challenges unless circumstances suggest otherwise. Once the Provider and the player agree upon an aspect, and the TN is set, the challenge occurs. The Provider can also, situationally, choose not to issue a challenge. For Example: A Fear-Eater performs a Physical Drain Essence and the Provider uses the Prey’s Physical TN resolving the challenge. ACTIONS WITHOUT TARGETS Actions without a clear Prey target such as Fend Off, Roam, or Return, use TN 6 as a baseline when issuing a challenge. As usual, situational circumstances can modify the TN and the Provider can also choose not to issue an unwarranted challenge. For Example: Fear-Eater (A) performs Exit Lair leaving its unobstructed Lair so the Provider should not issue a challenge. Fear-Eater (B) performs the same action but a Mystic Protector has created a barrier surrounding it and the Provider decides to issue a challenge. OTHER ACTIONS There is no restriction on Fear-Eater’s actions during an encounter. If a Fear-Eater needs to perform an action that is not listed, the Provider will assess whether the action is possible. If it is, they treat it as any other action setting an aspect to test, a Stress Value, Essence Cost and TN. For Example: Fear-Eater (A) finds the door to a building locked. The Fear-Eater decides to slash the door open with its claws; the Provider rules this is a Physical action with a Stress Value of 2, an Essence Cost of 1 and a TN of 7. Fear-Eater (B) finds a similar locked door and decides to change into a shadow-being and phase through it; the Provider rules it as an Ethereal action with a Stress Value of 2, an Essence Cost of 1, and a TN of 5.

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34 ACTION LIST ACTION ATTRIBUTE ASPECTS ESSENCE COST STRESS DESCRIPTION Exit Lair Any 0 0 The Fear-Eater leaves its Lair for the encounter to interact with the Community and its inhabitants by performing actions and abilities. Return Any 0 Varies The Fear-Eater returns to its Lair ending its encounter. Stress generation depends on how the Fear-Eater left. Fear-Eaters can perform this action at any time during an encounter. Fend Off Any 1 0 The Fear-Eater prevents other Fear-Eaters from taking part or interfering with an encounter. Commune Any 0 0 The Fear-Eater telepathically communicates with other Fear-Eaters sharing information or coordinating shared encounters. Fear-Eaters can perform this action from their Lairs. Roam Any 1 2 The Fear-Eater discovers Prey at a location. The Provider determines what kind. Hunt Any 3 2 The Fear-Eater discovers a Protector or Chosen’s location. The Provider determines which. Stalk Mind Physical 2 3 The Fear-Eater travels to previously encountered Prey’s location. Detect Fear Any 1 2 The Fear-Eater detects a human Prey’s Fear and its type. Prerequisite for Drain Essence and Abduction. Drain Essence Any 1 3 Feed from Prey harvesting their Essence. Requires knowing at least one Fear. Siphon Matter Ethereal 2 4 Harvest small amounts of Essence from all surrounding Prey. The Provider decides the amount; the maximum is usually equivalent to a single Civilian. The Provider may roll on the Essence Generation Table. Evade & Hide Matter Ethereal 1 1 The Fear-Eater avoids a Threat, Protector or Prey. Abduction Any 3 6 The Fear-Eater kidnaps its Prey and takes them to its Lair to feed. The Fear-Eater harvests up to D12 of the Prey’s available Essence and automatically kills them. Abduction requires knowing at least one of the Prey’s Fears. The success of this action requires the Fear-Eater to Return to its Lair. Other Actions Varies Varies Varies Varies

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36 ABILITIES Abilities are actions Fear-Eaters learn and develop by filling up their Doom Clock, a Fear-Eater’s form of experience. To learn an ability, the Fear-Eater must first fill-up the proper number of Doom Clock segments and meet the ability’s Attribute Prerequisite. Once an ability is learned, it can be used regardless of how attributes are allocated in the future. Using some abilities requires a challenge, similar to actions. Other abilities are passive and always applicable. Ability descriptions encompass their function and required challenges. CHARACTERISTICS Each ability detailed includes the following: NAME: Names can be used as prompts to help players formulate each ability’s narrative description. ATTRIBUTE PREREQUISITE: The requisite attributes to select the ability. Once selected, the ability is not lost if the Fear-Eater’s attributes change. ESSENCE COST: Players must pay the Essence Cost to perform abilities [pg. 12]. STRESS: Performing abilities generates Stress [pg. 22]. DESCRIPTION: Each ability includes a short description of its mechanical effect.

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38 ABILITY LIST ABILITY NAME ATTRIBUTE PREREQUISITE ESSENCE COST STRESS DESCRIPTION Frenzy PvE: +2 2 3 The Fear-Eater lets loose an orgy of destruction destroying a physical object, location or Prey. No Essence is earned from Prey. Penetrating Gaze N/A - 2 If present when another Fear-Eater Drains Prey, it gains 1 Essence for each successful Drain Essence. This requires passing a TN 8 Mind or TN 4 Ethereal challenge for each Essence earned this way. This additional Essence is not part of a Prey’s Essence Total. Vicarious Grasp N/A - 2 If present when another Fear-Eater Drains Prey, it gains 1 Essence for each successful Drain Essence. This requires passing a TN 8 Physical or TN 4 Matter challenge for each Essence earned this way. This additional Essence is not part of a Prey’s Essence Total. Stress Reduction MvM: +2 PvE: -2 3 0 The Fear-Eater sends out a Stress reducing wave by passing a TN 10 Mind or TN 2 Ethereal challenge. This removes all Stress the Fear-Eater has generated thus far this encounter. If the Fear-Eater fails, it gains 3 Stress. Usable once per encounter. Cull Hysteria MvM: +2 PvE: -2 4 3 The Fear-Eater sends out a wave of interdimensional energy to calm the masses by passing a TN 9 Mind or TN 3 Ethereal challenge, removing D12 Hysteria from the Community. Usable once per encounter. Influence MvM: +1 1 2 The Fear-Eater’s mind reaches out, influencing its Prey. By passing a TN 9 Mind challenge it changes the Prey’s behavior creating a favorable Manipulation during a future encounter. Terrifying Presence MvM: +1 PvE: +1 2 4 Instills Fear in up to 3 human Prey aware of the Fear-Eater or its direct actions. Animal Prey flees. The Fear-Eater automatically detects frightened Prey’s Specific Fears without Detecting Fear. Total Absorption N/A 1 3 After Draining all of a Prey’s Essence, this Fear-Eater continues feeding on their empty husk. After fully Draining Prey’s Essence, pass a TN 8 Mind or Physical challenge or a TN 4 Matter or Ethereal challenge to receive an additional 3 Essence. Change Fate MvM: +1 2 2 During this encounter, treat the Fear-Eater’s next Critical Failure, as a failure. Aura of Amnesia MvM: +1 PvE: -1 2 - Passing a TN 9 Mind or TN 3 Ethereal challenge allows the Fear-Eater to wipe nearby Prey’s short-term memory, removing the Stress one action or ability generated. Environmental Distortion MvM: -2 PvE: +2 3 2 Passing a TN 9 Physical or TN 3 Matter challenge allows the Fear-Eater to shape the surrounding material world; this can create small natural disasters and barriers, such as sinkholes, landslides and floods, preventing large groups of Prey from escaping.

39 ABILITY LIST CONT. ABILITY NAME ATTRIBUTE PREREQUISITE ESSENCE COST STRESS DESCRIPTION Instant Digestion N/A - 1 This Fear-Eater may spend Essence earned during an encounter without transferring it into its Essence Pool. Spending Essence this way requires passing a TN 7 Mind or Physical challenge or a TN 5 Matter or Ethereal challenge. If the Fear-Eater fails, it loses 2 Essence. Essence Conduit N/A - 1 This Fear-Eater may directly spend its Essence Pool’s Essence during an encounter. Whenever Essence is spent this way, it must pass a TN 8 Mind or Physical challenge or a TN 4 Matter or Ethereal challenge. If the Fear-Eater fails, it loses 2 Essence. Alter Object MvM: -1 1 2 Passing a TN 3 Matter challenge allows the Fear-Eater to change an object’s material composition. If the Fear-Eater uses this object in a future encounter, it gains a favorable Manipulation for that encounter. Manipulation Dilation MvM: +1 PvE: -1 1 2 Passing a TN 9 Mind or TN 3 Ethereal challenge allows the Fear-Eater to bank up to 3 unused Manipulations for a future encounter. Draw In MvM: +1 3 1 The Fear-Eater psychically beckons a known Chosen Prey towards its Lair. By passing a TN 5 Mind or Ethereal challenge it puts the targeted Prey into a trance, and a further TN 5 Mind challenge veils the target’s absence from other Prey until they reach its Lair. If the Fear-Eater fails either test, it gains 2 Stress. The Fear-Eater has minimal control over the target who moves of their own volition as if sleepwalking.

40 CAMPAIGNS SESSIONS & ENCOUNTERS A campaign is a series of linked sessions a Provider leads, where players sit down as FearEaters and interact with the Community by participating in encounters individually or as a group. Encounters, in turn, further develop the Community as well as a Fear-Eater’s Lore. Sessions consist of multiple encounters, usually one encounter per player, sometimes more. ROLL FOR INITIATIVE If the order players take their encounters or Fear-Eaters perform actions and abilities becomes important and the players cannot resolve the issue amongst themselves, Roll for Initiative. Each participating player rolls a D12. The highest roll acts first, followed by the other players in descending order. Players reroll ties until there is a clear winner or the Provider loses patience. TIME UNIT Time in THEY FEED ON FEAR is variable; the game moves at the “Speed of the Plot.” Meaning some actions, such as Hunt or Stalk, may take longer to perform or are more efficient if the Fear-Eater devotes more time to them. Other actions, like Drain Essence or Abduction, must be done quickly. The players should choose how long they wish to take performing each action. The Provider is on the hook to interweave the timing. FearEaters can get an advantage over another Fear-Eater by sequencing actions. REWARDING PLAYERS The Provider should clarify that the better a player describes their Fear-Eater’s actions, the more rewarding the story and experience are. When a player describes their Fear-Eater’s actions with great enthusiasm and detail, it elevates the narrative and the Provider can reward their effort. Potential rewards include: h Additional Manipulation modifiers. h Additional Essence when generating Essence. h Bonus Essence. h Removal of actions and abilities’ Essence Costs. h Ignoring Stress & Hysteria. h Removing Stress & Hysteria. h Automatic successes. It is at the Provider’s discretion on what warrants a reward and how to implement it. Here are some questions and ideas that the Provider can pose to players to encourage them to generate narrative descriptions. h How does the Fear-Eater take advantage of the Prey’s Fears to gain more Essence? h How does a Fear-Eater’s actions or abilities affect or alter the Prey? h Describe the Fear-Eater’s environmental effect. For Example: A Fear-Eater has just enough Essence that, if it took the session’s first encounter, it would receive enough Essence to fill in its Doom Clock, winning the campaign. In this case, players would Roll for Initiative.

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42 COMMUNITY Fear-Eaters are new to this world. Some awakened from a long hibernation; some spawned, while others are interdimensional travelers seeking a new feeding ground. Regardless, the current world is foreign, viewed with an unfamiliar, otherworldly gaze. The only certainty is their hunger for Essence. A Community is where Prey live, congregate and propagate. It is also the perfect place to satisfy a Fear-Eater’s hunger. The Community provides a setting for the players—an essential framework to facilitate the Fear-Eater’s Lore and actions, satiate its need for Essence and provide complications. THEY FEED ON FEAR, assumes the Community is a small, rural, 1970s to late 80s town or city; however, there is no reason why the Community cannot be set elsewhere or in a different time period if it suits the narrative or player’s needs better. COMMUNITY DETAILING It is helpful for the Provider to have a basic description of the Community in mind to share with the players before the campaign starts. This may include the Community’s name, its type (rural, suburban, urban, colony, etc.), and general atmosphere. A Community can be as straightforward or as elaborate as the Provider wishes, fleshed out as the game goes on. Some questions to consider: h Determine the Community’s overall feel. y Upbeat or downtrodden? y Do neighbors talk and support each other? h What is the main industry? y Why does the Community exist? h What are the Community’s power structures? Including political leaders and groups, religious orders, law enforcement, neighborhood councils and other groups? y Are there any outside influences? h What resources can the local power groups access? y How long before these resources are brought to bear? h What kind of services are available to the Community (health, spiritual, etc.)? What services must be found elsewhere? h Are paranormal services available, and at what cost (beyond monetary)? h Has the Community previously dealt with the supernatural? y This informs the Provider and Fear-Eaters about the scope of Community resistance and likely reaction. h Are there any supernatural areas in the Community? y Are they harmful or beneficial to the FearEaters? ffi Mechanically, these could be represented by a challenge for the Fear-Eater’s to overcome, or as a Manipulation in an existing challenge. h Why have the Fear-Eaters not been detected before the campaign starts? INTRODUCING LOCATIONS Locations are specific Community locales and landmarks, where Prey gather or frequent, making excellent hunting grounds. However, Fear-Eaters know little about the Community. Representing this, when a player’s encounter starts both the player and the Provider can suggest and introduce locations, slowly revealing the Community during gameplay throughout the campaign, as if a dissipating fog. The Provider can always deny or modify a suggested locale if it does not fit within the shared narrative. When a location is introduced it becomes part of the Community. The Provider records it for future reference and encounters— however they wish: on a piece of paper, as a queue card, or added to a map. Then, it requires additional details such as its Prey population and how it is connected to the Community. There is no need to fill in all the particulars. One can assume that residential areas contain houses and commercial areas have shops—only those of interest need to be fleshed out. The Provider can prepare information about new locations before starting a campaign or between sessions and encounters introducing them to the Community as needed. Yet, the Provider should prepare themself to improvise and add new locations based on the player’s direction.

43 When a location is added to the Community, other Fear-Eaters can access it for future encounters. The flow of Essence has made other Fear-Eaters in the area aware of the location’s existence. As inspiration, see the Small-Town Location Table in Appendix A [pg. 60]. This table is not exhaustive, by any means. Players and The Provider are encouraged to create their own locations. HAZARDOUS LOCATIONS Some locations are hazardous to Fear-Eaters having unique (supernatural, magical, religious, scientific, etc.) properties. If a Fear-Eater stumbles upon a Hazardous Location, the Provider can issue a challenge—usually, with attendant risks, such as Essence loss or increasing Stress and Hysteria. The Provider can add these locations whenever they wish. They may make it known immediately or reveal it when a player’s Fear-Eater visits. Example Hazardous Locations are found in Appendix A [pg. 60], the Provider is free and encouraged to create their own. MAPS In THEY FEED ON FEAR, maps are not essential to gameplay but the Provider can provide visually-inclined players visual representations. Since the Community slowly reveals itself as a campaign progresses, the map is initially quite bare; however, as players and the Provider introduce locations and landmarks to the Community, the map will unfold. Some things to consider when creating a map: 1) The Community map starts out as a blank sheet of paper. 2) With players’ input, the Provider draws in and labels the Fear-Eater’s Lairs; Fear-Eater’s Lairs should be placed on the Community’s outskirts. 3) As locations and landmarks are introduced to the Community and drawn in, the Provider creates roads and streets connecting them— naming them if they wish. 4) The Provider may use a map legend or key to reserve space. The following page details a completed Community map and its locations. This map is not intended as a definitive example but is provided for inspiration. For Example: The Provider asks the player where their Fear-Eater is going. The player can respond in 2 ways: A) The player decides to introduce a location for their Fear-Eater to visit. The Provider then adds the location to the Community. The player decides their Fear-Eater visits the local Lover’s Lane. The Provider may interject to suggest or alter a location if it does not fit the Community or the narrative. The location that the Fear-Eater knew before its long slumber is no longer there; the Provider describes the location’s replacement. B) The player cannot decide on a location so the Provider introduces a location, setting the scene. The player can always disagree and go elsewhere. If the Provider introduces the location and the player agrees, add this location to the Community. The Provider tells the player that there is an immense source of Essence present at the Public Pool.

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46 PREY CREATION While Fear-Eaters consider most Prey to be simple food sources, well-made Prey are important to the narrative of a campaign. Example Prey are found in “PREY PROFILES” [pg. 28]. The Provider is encouraged to supplement this by creating their own. Prey that play an important role in the story benefit from a background and a description of any support structures, Community groups the Prey identifies with, and interpersonal connections (loved ones, hated enemies and acquaintances). These Prey help to define the Community’s feel. ASSIGNING PREY CHARACTERISTICS When creating Prey, it is often easiest starting with its Name and Type—with associated Essence Total and Stress Range. The Prey’s Essence Total should reflect the associated Prey Type and their Stress Value should stay within the recommended range. The Provider needs to determine the Prey’s Resilience, representing their tenacity before fatally succumbing to Essence Drain. This characteristic ranges from 1-3 from least resistant to most. Average Resilience is 2. Weaker willed Prey tend to have a lower Resilience, conversely stronger willed Prey’s Resilience is higher. The Provider determines a Prey’s Resilience. Prey start with a base Target Number of 6 per aspect. The Provider can modify these stats by adding or subtracting from them. When choosing aspects keep in mind that Manipulations per challenge are capped at 2. The last required characteristics are the Prey’s 3 Fears. The Provider can use the random tables located in Appendix A [pg. 60] or by choosing Fears that best fit the Prey’s character. This section will be empty for Animal Prey and Prey with the Instinctual Special Trait since they do not suffer from Fear. The Special Trait characteristic is optional; providing the Prey a differentiating extra/unique ability or rule. Refer to “PREY” [pg. 26] for further explanation of these characteristics. EXPANDING PREY CHARACTERISTICS The Provider may want to add extra information to the Prey’s description to help make the Prey a believable character and provide them with a perspective when making roleplay decisions. Some questions to consider: h How long before the Prey realizes something is wrong and responds? h Who/what Community groups does the Prey turn to for assistance? h Who does the Prey care for and how much?? y Do they feel the same? ffi A higher Stress indicates the loss is felt keenly by more people. y How long before those people notice the Prey is missing or has changed? ffi How will they react? PROTECTOR CREATION Protectors are created in the same way as other Prey. Here are some additional questions to assist fleshing them out. Some questions to consider: h Why does the Protector fight for the Community? y At what Hysteria Level does the Protector focus their attention on the Fear-Eaters? h How does the Protector operate? y Individually or in groups? h How assertive are they? h What resources can they access? y How far is the Protector willing to go to defeat a Fear-Eater? This information is not known to the FearEaters when they encounter a Protector, and may never be revealed, but is useful to the Provider for planning the Community’s responses.