Exalted D20: A Mutants and Masterminds Conversion I. Acknowledgments: pg. 2 II. Setting: pg. 3 III. The Nature of Power: pg. 4 IV. The Exalted: pg. 5 V. Fallen Races: pg. 8 VI. The God-Blooded: pg. 10 VII. Supernatural Beings: pg. 12 VIII. Houserules: pg. 15 IX. Special Materials : pg. 19 X. Exalted Descriptors: pg. 21 XI. Afterword: pg. 22

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AcknowledgementsSpecial thanks goes out to Blackmoor for his stellar MnM Open Office character builder, available at http://www.westguard.org/index.php?title=MnM_Character_Builder. Also, be sure to check out his Warlords of Num conversion at http://tinyurl.com/3mxh2pm. I would like to acknowledge the posters at Atomic Think Tank Forum; thanks for putting up with me. Many thanks to the people at White-Wolf for creating such a great setting as Exalted. White-Wolf, Exalted, and related marks are registered trademarks of CCP Games. Exalted is White-Wolf Publishing, a division of CCP North America. True20, Mutants and Masterminds, and all related marks are registered trademarks of Green Ronin Publishing. True20, Mutants and Masterminds, Warriors and Warlocks, and the Masterminds Manual are Green Ronin Publishing. All IP is the property of its respective owners. I make no claims to copyright or trademark ownership over any of the above.

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Setting The Exalted setting is essentially Conan the Barbarian by way of mythical China. It is a world of epic heroes crushing the jeweled thrones of the world beneath their sandaled feet, but with ninjas. Everything is better with ninjas. Players take the role of the Exalted, those heroes chosen by the gods to receive ultimate power. Almost any sort of fantasy campaign can fit comfortably into Exalted, with room to spare. Creation is big enough for anything.

Geography The world of Creation is flat. Go far enough and you reach the borders of the world followed by a transition to the Wyld, the realm of chaos. The compass rose of Creation is dominated by the Elemental Poles, each at the utmost edge of the world. Each Pole influences the surrounding landscape, its influence becoming stronger the closer you are. For example, the East is heavily forested because of the influence of the Elemental Pole of Wood. The North is dominated by the Pole of Air, the West by the Pole of Water, and the South by the Pole of Fire. The Elemental Pole of Earth sits at the center of all Creation and forms the Imperial Mountain, Mt. Meru. The Blessed Isle is the heart of Creation. A landmass roughly the size of Russia, the Blessed Isle is governed by the Scarlet Empire. The Inland Sea separates the Blessed Isle from the rest of the world. The kingdoms which surround the Isle are nominally part of the Empire, but that hasn't been true in fact for thousands of years. The Blessed Isle enjoys a pleasant climate and mild winters. The other Directions go through more extreme seasons as the influence of the Poles wax and wane throughout the year. The South, for example, is hot at the best of times. In Summer, when Fire is ascendant, the heat bakes the land like an oven, while the North enjoys a pleasant thaw. The North features taiga and arctic waste, the East possesses vast forests, jungles, and swamps, the South is mostly savanna and desert, while the West is a series of island chains. History In the beginning, the Primordial Titans shaped the world out of Chaos. They spun the Wheel of Reincarnation and the Loom of Fate out of the infinite possibilities of the Wyld. They created gods and mortals to serve them. The Titans' perfect design was spoiled when the gods proved rebellious and rose against their masters. The gods' secret weapon in this rebellion was the Exalted host: mortals granted ultimate cosmic power. The gods and their Exalted servants won the day. Many Titans were killed and sent down screaming to the Underworld, while others accepted surrender and banishment to the prison-hell of Malfeas. With the Titans defeated, the Exalted ruled in the gods' stead, uniting the world and building vast cities and tremendous public works in what is now termed the 1st Age of Man. Too many of Creation's new rulers proved unequal to the powers they had been given, and their cruelty proved as great as their power. The Dragon-Blooded legions and a force of Sidereal assassins used the chaos to seize sole power. Once the deed was done, the other Exalted were killed or exiled and the victorious Dragon-Blooded came together on the Blessed Isle to form the Scarlet Empire. Over the centuries, the art of maintaining the magical technology of the 1st Age was lost. Those weapons and artifacts which remain are often literally irreplaceable. As a result, most of Creation is currently at an Iron Age or even Bronze Age level of development. Five years ago, the immortal Scarlet Empress disappeared without a trace. The Solars have escaped their prison, and there are reports of strange Exalted abroad in the world. A new Age is about to dawn. 3

The Nature of PowerCharacter Archetypes Humans in the Exalted universe share Creation with many supernatural creatures. In addition to mundane humans, players may choose one of the following: God-Blooded humans, the mortal Fallen Races, Exalted humans, or Supernatural Beings like gods or demons. As M&M is a generic system, the most important factor in deciding what Powers are available to a given character is theme. For example, the player of an Abyssal Exalt take a wide range of Powers so long as all have an abyssal/necromantic aesthetic. A God-Blooded character who is the son of a fire god should take fire themed powers, etc. The Role of Essence In Exalted, all supernatural power comes from the manipulation of Essence. Essence is a magical energy which flows through Creation. It's the settings answer to Chi, the Force, etc. Essence is the McGuffin which separates the super-heroic from mere mortals. Therefore, all supernatural Powers should possess the Essence descriptor. Beings with an awakened essence have learned how to tap into this mystic power. Many beings naturally possess an awakened essence. Humans can awaken their essence through either long study and meditation or as a gift from a divine patron (as with the Exalted). Balance and Power Levels A campaign set in Creation can be of any Power Level, but tends towards the epic: PL 10 and above. The Exalted contend with gods, demons, and their own heroic flaws. In Creation, the Exalted are the stars of the show. Mundane humans can't even approach them in terms of power. This has the effect of foreclosing some otherwise fun player concepts in mixed groups. With a PL cap of 10, giving all starting players the same 150 PPTS has the advantage of opening up more character concepts for play. It also makes character creation simpler. For those who want to track the source material more closely, consider starting players with the following Power Point values: Mundane Humans: 60 PPTS; God-Blooded Humans: 75 PPTS; Fallen Races, Supernatural Beings, and Terrestrial Exalted: 120 PPTS; Alchemical, Sidereal, and Lunar Exalted: 150 PPTS; Solar, Abyssal, and Infernal Exalted: 165 PPTS. As regards enemies and NPC's, the only concerns should be power scaling and believability. Power Points and Levels are abstractions and shouldn't get in the way of fun stories.

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The Exalted The Chosen of the Gods are those humans singled out by the gods to receive ultimate cosmic power. All Exalted are very hard to kill by default, possessing great reserves of Regeneration and the Diehard feat. Further, they can create light around their bodies at will. This 'Anima Banner' tends to flare at dramatic moments in shapes and colors evocative of the Exalt's essence. It may be used to grant a +2 circumstance bonus to certain social checks at the DM's discretion. All Exalted possess both the Fame and Infamy Complications. Whether loved or hated, the Exalted are rarely inconspicuous. Additionally, all of the Chosen possess a Heroic Flaw. The nature and severity of this Complication is left up to the player. Whether representing a curse from the Titans or a psychological defect, this imperfection is inherent to all Exalted. There are seven types of Exalt, each Chosen by a different god or supernatural force.

Racial Template: Exalted Immunity: Poison, Disease (Limited) Feature: Longevity Anima Light (Light Control 2) Anima Banner (Feature 1) Feat: Diehard Regeneration 9 (Recovery Bonus 2, Recovery Rate 6 (Injured 2 (1 hour), Staggered 2 (5 minutes), Unconscious 1 (1 round), Disabled 1 (1 day)), Ability Damage 1)) Complication: Fame & Infamy Complication: Heroic Flaw Total PPT Cost: 16 The Solar Exalted: The Chosen of the Sun; the Lawgivers The golden heroes of the Sun, the Lawgivers are the most overtly 'super-heroic' of the Exalted. Their associations include gold, the Sun, and the metal orichalcum. Their abilities take the form of superhuman skill and competence rather than magic. A Solar is more likely to take Leaping than Flight, for example. Immunity, Mind Control, and Immovable are other common abilities. Their Powers carry the Solar descriptor. The Unconquered Sun Chooses only those heroic souls who have faced great odds and triumphed. After the Dragon-Blooded usurped control of Creation, the souls of the Solars were trapped for thousands of years in the Jade Prison. Only recently have they been released to seek new bodies. The Sidereal Exalted: The Chosen of the Stars; the Viziers Reclusive agents of Heaven, Sidereals are gurus, spies, and advisers. Their associations include astrological signs, the constellations, and Starmetal. Each reincarnated Sidereal is destined to be Chosen at a specific time and place, and this destiny cannot be altered. Their abilities often manifest as supernatural kung-fu or as subtle magics. Morph, Precognition, and 5

Probability Control are especially appropriate. Their Powers carry the Celestial descriptor. Each must chose one of the 5 Maidens (goddesses of the stars and of fate) to be their heavenly patron. The Maidens are Mercury, Venus, Mars, Jupiter, and Saturn. After the Dragon-Blooded usurped control of Creation, the Sidereals retreated into the shadows. Now, the return of the Solars presents a threat that may finally draw the Viziers from hiding.

The Lunar Exalted: The Chosen of the Moon; the Stewards of Creation Fierce servants of Luna, the Stewards protect the borders of Creation. Their associations include the Moon, silver, the animal kingdom, and the metal Moonsilver. Almost all Lunars master some level of Shapeshifting and/or Morph. Animal Control and Animal Mimicry are also common. Their Powers carry the Lunar descriptor. Each Steward must chose a totem beast which represents their essence. Luna, the Goddess of the moon, Chooses only those heroes who have risked their lives in the defense of something of great importance. After the Dragon-Blooded usurped control of Creation, most Lunars retreated to the edge of the Wyld to pursue their own projects in safety. However, the return of the Solars may draw them back into the wider world. The Terrestrial Exalted: The Chosen of the Elements; the Dragon-Blooded Elemental warriors straight out of Avatar: The Last Airbender. Their associations include dragons, the elements, martial insignia, and Jade. Their abilities have elemental and martial arts themes. Elemental Blast, Immunity, Creation, and Control are very appropriate. Their Powers carry the Elemental Descriptor. Each Dragon-Blooded must choose a dominant element (earth, fire, water, air, wood) which represents their essence. The Dragon-Blooded power passes through the blood, and their dynasties are all wealthy and powerful. Since they usurped control of Creation, the Dragon-Blooded have ruled the world unchallenged...until now. The Abyssal Exalted: The Chosen of Death; the Deathknights Warriors of Death and servants of Oblivion. Their associations include symbols of death, such as funeral robes and bones, as well as the metal Soulsteel. Their abilities often have a necromantic or vampiric theme. Corrosion, Death Touch, and Summon (Minion) are good examples. Their Powers carry the Abyssal descriptor. Many are bound in the service of the Deathlords, ancient ghosts bent on the destruction of the world. The Deathlords Choose only those heroes attempted to perform some heroic deed, but died in the attempt. Each Abyssal traded their birthname to the Deathlords as a condition of their service. The Deathknights are a new thing in Creation, having been unleashed on the world only recently. The Infernal Exalted: The Chosen of Hell; the Green Sun Princes Masters of fell magics, the Infernals are the heroes of Hell and leaders of its armies. Their associations include brass, acid, and green fire. Their abilities have a demonic theme: Blasts of hellfire or acid, and Summon (Minion) are good examples. Their Powers carry the Infernal descriptor. Many serve the diabolical Yozis, those Titans locked away by the gods in the prison-hell of Malfeas. The demon lords Choose only the resentful and bitter, heroes who failed to live up to their potential. 6

The Infernals are a new thing in Creation, having been unleashed on the world only recently.

The Alchemical Exalted: The Chosen of the Great Maker; the Champions of the State Steampunk servants of the people. Their aesthetics are a mish-mash of obsolete futurism, Metropolis by way of 1984. Their associations include machines and the 5 Magical Materials. Their abilities have a technological theme. Elongation, Flight, and Electrical Control are good examples. Their Powers carry the Mechanical descriptor. They come from the realm of the Great Maker, the Primordial Autochthon, which is a sort of 'machine dimension.' Each Champion has the soul of a human hero in an artificial body made primarily from one of the 5 Magical Materials. The Great Maker Chooses only those souls which have demonstrated great patriotic devotion to their nation and their god. The Alchemicals have been isolated since the end of the 1st Age, sealed away in Autochthonia. With resources dwindling at home, some Champions are now look to Creation for salvation. Sample Exalt: Dark Steel Rose (Alchemical Exalted) Dark Steel Rose is an Alchemical Exalt from the Autochthonian nation of Gulak. His body is a mechanical miracle, his soul a veteran of lifetimes of service to the state. As Chief Regulator of Thutot City, he has cultivated a reputation for ruthless efficiency. Recently, comic books depicting his adventures have been circulating among the population. How the Regulator will react when he finds out is anybody's guess.DARK STEEL ROSE: Alchemical Exalt, Power Level: 10 ABILITIES STR: 12 (+1), DEX: 12 (+1), CON: 10 (+0), INT: 17 (+3), WIS: 10 (+0), CHA: 16 (+3) COMBAT Attack 9 (Melee 9, Ranged 9) [Unarmed +1 (Bruise)], Defense 9 (5 flat-footed), Initiative 1 SKILLS Bluff 4 (+7), Climb (+1), Concentration (+0), Craft:-Mechanical 4 (+7), Diplomacy 8 (+11), Disable Device 4 (+7), Disguise (+3), Escape Artist (+1), Gather Info 4 (+7), Handle Animal (+3), Intimidate 8 (+11), Investigate 4 (+7), Knowledge -Magitech 4 (+7), -Religion 4 (+7), -Local 4 (+7), Perception 8 (+8), Sense Motive 4 (+4), Stealth 8 (+9), Survival (+0), LANGUAGES Autochthonic SAVES Tough 8 (8 flat-footed), Fort 5, Ref 6, Will 5 POWERS Exalted Template Powers: Immunity: Poison, Disease (Limited), Feature: Longevity, Anima Light (Light Control 2), Anima Banner (Feature 1), Regeneration 9 (Recovery Bonus 2, Recovery Rate 6 (Injured 2 (1 hour), Staggered 2 (5 minutes), Unconscious 1 (1 round), Disabled 1 (1 day)), Ability Damage 1)), Exalted Charms (Array): Emotion Control 5, Alt: Telekinesis (Damaging) 3, Alt: Create Object 5. Artifact Crossbow: Device 2; Powers: Blast 8: Homing. Integrated Armor Plating: Protection 8, Limited to Physical Damage SUMMARY Abilities 17 + Skills 17 (68 ranks) + Feats 13 + Powers 52 + Combat 36 + Saves 15 Drawbacks 0 = 150 / 150 FEATS Diehard, Contacts, Minions (11): Squad of 5 God-Blooded Regulators. COMPLICATIONS Fame/Infamy, Heroic Flaw (Clarity)

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Fallen RacesThese templates represent the non-human mortal races which share Creation with humans. Not being favored of the gods, they may not Exalt. Nevertheless, these Fallen Races persevere and have powers of their own. Humans and Mountain Folk may interbreed, but the resulting child is always a God-Blooded human. Humans and Dragon Kings are not inter-fertile. The Jadeborn: The Mountain Folk Woken from magical jade at the dawn of time, the Jadeborn (Mountain Folk) are great miners and craftsmen. Their race resembles gnomes, dwarves, and elves from other fantasy settings. Jadeborn society is divided into three castes: Warrior, Worker, and Artisan. Artisans are taller and more gracile in appearance, while Workers and Warriors are shorter and more rough-hewn. Jadeborn have features that reflect their ties to the earth (skin like granite, eyes like rubies etc). Jadeborn can see in total darkness and can magically sense the presence and nature of mineral deposits at will at range. The Mountain Folk's solid and stable natures makes them immune to the powers of the Raksha. Drawback, Great Geas: The Mountain Folk are magically conditioned to serve the Exalted. If any Exalt gives one of the Mountain Folk a non-suicidal order, they must obey or suffer the consequences. For each full day of disobedience, the Jadeborn character suffers a cumulative -1 to all ability scores as per the Weakness Drawback. This process is reversed at the same rate for each day in which the Jadeborn devotes at least 6 full hours to fulfilling the order. All attributes are instantly restored if one of the following occurs: the ordered task is completed, the Exalt rescinds the order, or if the Exalt later dies. Very Common, Major, Reduced Duration (Day), -3. Jadeborn Powers usually reflect their subterranean heritage and their Caste. Racial Template: Jadeborn Attributes: +4 Con, +4 Int Skills: +4 Knowledge (Magitech) Feature 1: Longevity Power: Super-Senses 4. Darkvision (Innate), Detect: Mineral Deposits (Innate, Accurate, Ranged) Power: Immunity 2. Immune to Powers or weapons with the Wyld Descriptor. Drawback: Great Geas. (-3) Total PPT: 14 Dragon Kings Powerful and savage, the Dragon Kings (a breed of intelligent saurians) were the first sentient creatures in Creation. They worshiped the Unconquered Sun and built vast temple complexes to honor his name. Their ancient civilization was destroyed as collateral damage in the war between the gods and the Titans. They are most common in the East, where they swarm in the ruins of their great temple-cities. A few Dragon Kings have retained knowledge of their lost culture, including the powerful crystal-based technologies which made them masters of the savage past. Dragon King Powers usually reflect their their mastery of the 5 Elements and the forces of nature. 8

Racial Template: Dragon King Abilities: +4 Int, +4 Str Skills: +4 Knowledge (Magitech) Powers: Protection 2 (scales), Strike 2 (claws and fangs; Mighty) Feature 1: Longevity Total PPT: 16 Sample Member of a Fallen Race: Hss'paka (Dragon King) Hss'paka is a Dragon King of the Raptok Tribe. Physically, she resembles an anthropoid velociraptor. Her tribe dwells in the far East of Creation and is centered around their ruined capital of Rathess. Hss'paka is one of the few members of her tribe to rise above savagery. She has taught herself how to read the ancient glyphs on the city walls. She hopes to one day teach what she knows to her entire tribe, so that the words of the ancestors might be remembered.HSS'PAKA: PL 6 Dragon King ABILITIES COMBAT STR: 20 (+5), DEX: 15 (+2), INT: 14 (+2), CHA: 10 (+0), WIS: 12 (+1) Attack 6 (Melee 6, Ranged 6) [Strike +7 (Lethal)], Defense 6 (3 flat-footed), Initiative 2 SKILLS Acrobatics 8 (+10) Bluff (+0) Climb 8 (+13) Concentration (+1) Diplomacy (+0) Disable Device 8 (+10) Disguise (+0) Escape Artist (+2) Gather Info (+0) Handle Animal (+0) Intimidate 8 (+8) Knowledge -History 8 (+10) -Nature 4 (+6) -Local 4 (+6) -Religion 4 (+6) -Magitech 4 (+6) Language* Medicine 4 (+5) Navigate 4 (+6) Perception 4 (+5) Sense Motive 4 (+5) Stealth 4 (+6) Survival 4 (+5) LANGUAGES Dragontongue SAVES Toughness 4 (4 flat-footed), Fortitude 8, Reflex 8, Will 3 Savage Nature POWERS Protection 2, Strike 2 (Mighty) SUMMARY Abilities 26 + Skills 21 (84 ranks) + Feats 0 + Powers 5 + Combat 24 + Saves 14 Drawbacks 0 = 90 / 90 COMPLICATIONS FEATS

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The God-BloodedThese templates represent the children of humans and supernatural beings. They tend to learn Powers which are in-theme to their divine parent. The term God-Blooded can be a generic term used to describe the result of all such pairings or, more specifically, to refer to the child of a Spirit and a mortal. Ghost-Blooded: created when a ghost mates with a human. Common in places steeped in death. Racial Template: Ghost-Blooded Abyssal Awareness 1 Power: Pyre Smoke Form (Insubstantial 2, (Duration -1: Concentration)) Skills: +4 Knowledge (Religion) Total PPT cost: 8 God-Blooded: created when a god mates with a human. Equally common everywhere. Racial Template: God-Blooded +2 Wis, +2 Cha Celestial Awareness 1 Power: Immunity 2 (Disease, poison) Skills: +4 Knowledge (Religion) Total PPT Cost: 8 Fey-Blooded: created when one of the Raksha mates with a human. Common in places where the Wyld holds sway, rare elsewhere. Racial Template: Fey-Blooded +2 Dex, +2 Cha Wyld Awareness 1 Power: Morph 1 (Any Humanoid) Feats: Attractive x1 Total PPT Cost: 8 Demon-Blooded: Created when a demon mates with a human. Demon-Blooded are most common in cities where sorcery is prevalent, and are rare elsewhere. Racial Template: Demon-Blooded +2 Str, +2 Con Infernal Awareness 1 Power: Super-Strength 1 +4 Knowledge: Religion Total PPT Cost: 8 10

Sample God-Blood: Khalid the Cruel Khalid the Cruel is a merchant-prince in the Southern city of Gem. He trades in slaves, silver, and precious stones. His mother is the goddess Harada, Lady of Southern Caravans. Abandoned at a young age, Khalid was left to fend for himself on the streets of Gem. He not only survived, but thrived, amassing a fortune through the use of his divine gifts. Success has made Khalid paranoid. He lives in fear that another child of Harada might one day usurp his trading empire, and so his minions tirelessly search Gem for any potential rival.KHALID THE CRUEL: PL 8 God-Blood ABILITIES STR: 10 (+0), DEX: 14 (+2), CON: 12 (+1), INT: 18 (+4), WIS: 18, (+4), CHA: 20 (+5) COMBAT Attack 2 (Melee 2, Ranged 2) [Unarmed +0 (Bruise)], Defense 8 (4 flat-footed), Initiative 2 SKILLS Acrobatics 2 (+4), Bluff 8 (+13), Climb 2 (+2), Concentration (+4), Diplomacy 8 (+13), Disguise 4 (+9), Escape Artist 4 (+6), Gather Info 4 (+9), Handle Animal 8 (+13), Intimidate 8 (+13), Investigate 4 (+8), Knowledge -Bureaucracy 4 (+8) -Geography 4 (+8) -History 4 (+8) -Local 4 (+8) -Religion 4 (+8), Navigate 4 (+8)Perception 4 (+8), Ride 8 (+10), Sense Motive 8 (+12), Sleight of Hand 8 (+10), Stealth (+2), Survival 2 (+6) LANGUAGES Flametongue, Guild Cant, Low Realm SAVES Toughness 3 (3 flat-footed), Fortitude 3, Reflex 8, Will 10 FEATS Connected, Contacts, Eidetic Memory, Well-Informed, Equipment (2) COMPLICATIONS Paranoid, Enemy (Siblings)

POWERS AND EQUIPMENT Flame Piece, Lgt. : +4 Damage, x20, Fire, 30 ft, EPT: 6 (19:TGH). God-Blooded Template Powers: Immunity 2: Poison, Disease, Celestial Awareness 1. God-Blooded Charms (Array): Emotion Control 5 (Subtle) (15:WIL), Mind Reading 6 (15:WIL). Chain shirt: +2 Tough, Check Penalty -2, Cost: 3 SUMMARY Abilities 32 + Skills 28 (112 ranks) + Feats 6 + Powers 19 + Combat 20 + Saves 14 Drawbacks 0 = 119 / 120

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Supernatural BeingsThese beings are the powers that be in Creation. They are playable at the DM's discretion. Raksha Called the Fair Folk, these creatures are the heralds of Chaos. Their goal is the dissolution of Creation and all solid reality. They are native to the Wyld, but raid Creation for mortal souls to consume. Raksha favor illusion and mind-control abilities. A Raksha's Powers carry the Wyld descriptor. Racial Template: Raksha +4 Dex, +4 Cha Feat: Attractive x3 Feat: Fearsome Presence 3 Power: Morph 4 (Any form of same mass) Power: Wyld (Awareness) 1 Power: Immunity: 7 (Aging, disease, poison, suffocation effects, starvation and thirst, need for sleep) Drawback: Vulnerable to Cold Iron weapons (Moderate, -2) Drawback: Vulnerable to Powers or weapons with the Lawful descriptor (Moderate, -2) Total PPT Cost: 30 Demons Demons are the name given to those Titans and their servants who surrendered to the gods at the beginning of the 1st Age. These beings call themselves the Yozi. Ancient oaths bind them to the prison-hell of Malfeas. Demons in Creation are usually in service to some sorcerer. The more powerful demons often possess the Resurrection Power. This may be defeated by the ritual Ghost Eating Technique. See Houserules, below. Demons can have a diverse range of abilities depending on their role in Hell. A Demon's Powers carry the Infernal descriptor. Racial Template: Demon +4 Str, +4 Con Knowledge: Religion 4 Power: Infernal (Awareness) 1 Power: Super-Strength 2 Power: Immunity: 7 (Aging, disease, poison, suffocation effects, starvation and thirst, need for sleep) Power: Insubstantial 4 Drawback: Vulnerable to Powers or weapons with the Holy descriptor (Moderate, -2).

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Total PPT Cost: 39 Gods and Elementals An incredibly diverse group, these beings, collectively called Spirits, range from the smallest sprite to the mighty Unconquered Sun himself. The more powerful Gods often possess the Resurrection Power. This may be defeated by the ritual Ghost Eating Technique. See Houserules, below. Gods tend to have abilities representative of their purview (Blasts of fire for a fire elemental, etc). These Powers carry the Celestial descriptor. Racial Template: Spirit +4 Wis, +4 Cha Knowledge: Religion 4 Power: Celestial (Awareness) 1 Power: Immunity 7 (Aging, disease, poison, suffocation effects, starvation and thirst, need for sleep) Power: Insubstantial 4 Total PPT Cost: 37 Ghosts These creatures are the souls of mortals who somehow escaped reincarnation and linger on in the Underworld. As undead constructs, Ghosts do not have a Constitution score. They are considered to automatically fail all Constitution checks unless the effect also work against objects or is harmless. Ghosts do not heal naturally. They must purchase at least 1 Rank in Regeneration to heal damage, which they do at a -4 penalty. They must dedicate at least 5 ranks of Regeneration to improving Recovery checks if they wish to heal at the normal rate. The more powerful Ghosts often possess the Resurrection Power. This may be defeated by the ritual Ghost Eating Technique. See Houserules, below. A Ghost may have a variety of powers representing their ability to reach out from beyond the grave. These powers carry the Abyssal descriptor. Racial Template: Ghost Knowledge: Religion 4 Power: Abyssal (Awareness) 1 Power: Insubstantial 4 (Permanent) Power: Immunity 30 (Fortitude Effects) Undead Construct: No Constitution Score (-10) Drawback: Vulnerable to Powers or weapons the Holy descriptor (Moderate, -2) Total PPT Cost: 35

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Sample Supernatural Being: Erymanthoi (PL 5 Demon) The Erymanthoi are the shocktroops of Hell. Physically, they resemble gorillas with deep red fur and spikes jutting from their shoulders. They are not very intelligent, and seldom use their Insubstantial Power in combat.ERYMANTHOI: PL 5 Demon ABILITIES STR: 20 (+5) DEX: 16 (+3) CON: 18 (+4) INT: 8 (-1) WIS: 10 (+0) CHA: 8 (-1) COMBAT Attack 3 (Melee 3, Ranged 3) [Unarmed +5 (Bruise)] Defense 3 (2 flat-footed) Initiative 3 SKILLS Acrobatics 4 (+7) Bluff (-1) Climb 4 (+9) Concentration (+0) Diplomacy (-1) Disguise (-1) Escape Artist 4 (+7) Gather Info (-1) Handle Animal (-1) Intimidate 4 (+3) Knowledge -Religion 4 (+3) Perception (+0) Perform -Dance 4 (+3) Sense Motive (+0) Stealth (+3) Survival (+0) LANGUAGES Old Realm SAVES Toughness 4 (4 flat-footed) Fortitude 7 Reflex 5 Will 1 Blood Rage POWERS AND EQUIPMENT Demon Template Powers: Infernal (Awareness) 1, Super-Strength 2, Immunity: 7 (Aging, disease, poison, suffocation effects, starvation and thirst, need for sleep), Insubstantial 4 DRAWBACKS Vulnerable: Holy Descriptor (-2) SUMMARY Abilities 20 + Skills 6 (24 ranks) + Feats 1 + Powers 32 + Combat 12 + Saves 6 Drawbacks -2 = 75 / 75 Diehard COMPLICATIONS FEATS

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HouserulesThese rules are ones I adopted for my campaign. It goes without saying that they are optional. Currency: Money in Creation is a complicated mix of jade, silver, and other mediums of exchange. The default assumption is that this complexity is handwaved away. New items should be purchased with PPT's or EPT's, or given to the players by the DM. Weapons and armor rules: weapons and armor adapted from Warriors of NUM at http://www.warlordsofnum.org/index.php?title=Weapons. Those DM's wanting to more closely reflect Exalted's unique weapons may also utilize the Device power. Thrown weapons add the users Str mod to damage by default. Projectile weapons and firearms do not add the user's Str mod unless their descriptions mention the Mighty extra. Damage: Lethal Damage rules are in effect. Context matters; a sap is going to do non-lethal damage, while a sword will do lethal damage unless the player specifies otherwise (hitting with the flat of the blade). DM's may wish to allow 1-3 grace saves which must be failed before the Disabled/Staggered or Unconscious/Dead states may be reached. Attacks of Opportunity: Rules are in effect as per the Masterminds Manual. Armor and weapon proficiency: Source: True20. Characters without the Armor Training feat apply their armor's check penalty to all physical rolls and checks while wearing it, including attack rolls. Characters with Armor Training only apply the armor's check penalty to Acrobatics, Climb, Escape Artist, Jump, Sleight of Hand, Stealth, and Swim checks. Characters lacking the appropriate Weapon Training or Exotic Weapon feat for the weapon they are using suffer a 4 penalty on attack rolls. For a list of martial weapons, see the Builder. Two-Weapon Fighting: Source: True20. If you wield a second weapon in your off hand, you can get one extra attack per round with that weapon. You suffer a 6 penalty with your attack with your primary hand and a 10 penalty to the attack with your off hand when you fight this way. You can reduce these penalties in two ways: If your off-hand weapon is natural or light, penalties are reduced by 2 each. (An unarmed strike is always considered light). The Two-Weapon Fighting feat lessens the primary hand penalty by 4, and the off-hand penalty by 6 (to 2 and 4, or 2 and 2 if the off-hand weapon is natural or light). If you attack the same target with both attacks and both hit, increase the damage of the attack with the higher damage bonus by +2, much like a use of combined attack (M&M 2e, p. 155). The same rules apply for throwing two weapons (one with either hand) or wielding two ranged weapons, one in each hand.

Two-Weapon Fighting Penalties, from: http://www.warlordsofnum.org/index.php?title=MnM_house_rules Circumstances Normal penalties Ambidexterity feat Off-hand weapon is light Primary Hand Off Hand -6 -10 -6 -6 -4 -8 15

Off-hand weapon is light and Ambidexterity feat Two-Weapon Fighting feat (with or without Ambidexterity) Off-hand weapon is light and Two-Weapon Fighting feat (with or without Ambidexterity)

-4 -2 -2

-4 -4 -2

New and Altered Powers Thaumaturgy Thaumaturgy, or Sorcery as it is often known, is the study and practice of magic. Choose a single power with a total cost of (power rank x 2) points. You can acquire others as Alternate Power feats. Thaumaturgy is essentially the Magic power with the flaws Distracting and Power Loss already added. Any spell cast involves concentration on the part of the caster, costing him the use of his Dodge bonus. This also opens up the magic user to attacks of opportunity if they cast in a threatened area without casting defensively. Additionally, if the sorcerer is not able to speak and gesture freely, he suffers from the Power Loss flaw. All Powers gained through the use of the Thaumaturgy power gain the Sorcerous descriptor. Thaumaturgy may be used to counter other uses of Sorcery as per the Magic Power description in the M&M Corebook. Power: Thaumaturgy Effect: Array (varies) Range: Ranged Saving Throw: See description Action: Standard (active) Duration: Instant Cost: 1 point per 2 ranks

The Regeneration Power One constant in Creation is that death is final for mortals. Demons, Ghosts, and Spirits may (and often do) possess Regeneration powers allowing them to Resurrect. No other characters may purchase Resurrection unless they die and become Ghosts or somehow ascend to godhood/demonhood, at which point their old Template and Powers are removed and refunded to the player. A creature with Resurrection may be killed permanently through the use of the ritual Ghost Eating Technique. If the entity's body is killed and this ritual performed before the Resurrection time elapses, it will be unable to Resurrect and is considered permanently dead. Performing the ritual correctly requires a Knowledge: Arcane Lore check with a DC equal to 10+ the entity's Power Level. This check should be made by the DM in secret. On the other hand, the Reincarnation Power is available to mortals, and mortals only. In Creation, souls are recycled endlessly. Mostly, the soul forgets its old life entirely. Those characters with the Reincarnation Power represent the rare exceptions who retain those memories from life to life. The extent to which the new character identifies with the old is up to the player to decide. New and Altered Skills Gamble: Use this skill to win games involving both skill and luck. Games based solely only luck (such as flipping a coin) or skill (such as chess) don't involve Gamble checks, unless the character cheats. 16

Source: W&W Knowledge Skills: The below are appropriate for a campaign set in Creation. These replace the Knowledge Skills in the Corebook. Arcane Lore: as per the M&M Corebook. Arcane lore may also be used for checks involving Geomancy and to identify observable supernatural powers (unless such would fall within Knowledge: Religion, below). Bureaucracy: the Civics skill with a more appropriate name. Limited to mortal bureaucracies only; for the governments of supernatural beings, see Knowledge: Religion. Engineering: includes checks involving military fortifications and siegecraft. Geography: used for checks involving landforms, political borders, and map-making. History: unchanged. Local: used for checks involving local affairs. Replaces Streetwise. Magitech: a replacement for the Technology skill. May be used to identify the nature and purpose of magical artifacts. Nature: may be used to identify non-magical/Wyld creatures. Religion: Theology and Philosophy with a less unwieldy name. May be used to answer questions as to gods, demons, and other supernatural beings. Tactics: unchanged. Craft Skills: The below are appropriate for a campaign set in Creation. DM's should use their discretion in assigning DC's. The DM may require the player to justify created items by spending EPT's, the Device Power, or the use of the Artificer or Inventor feats. Alchemical: as per Craft: Chemical in the corebook. Artistic: unchanged. Blacksmithing: you can create and repair mundane weapons and armor. Magitech: you can create and repair magical items and items made principally out of one or more of the 5 Magical Materials. Mechanical: unchanged. Structural: unchanged. Navigate: You're trained in finding directions and plotting courses from place to place. Source: W&W Search and Spot (Houserule): These two skills have been combined into one skill, Perception, in the Character Builder. DC's etc are unchanged. This is a personal preference of mine; YMMV.

New and Altered Feats Setting appropriate feats from the Masterminds Manual, Mecha and Manga, and Warriors and Warlocks are available at the DM's discretion. Ask you DM before selecting a non-standard feat. Armor Training: General, Ranked. You're trained to move and fight while wearing armor. This feat may be taken two times. The first rank in Armor Training gives the character familiarity with light armor, while the second rank in Armor Training grants familiarity with medium and heavy armor. Source: True20. Exotic Weapon Training: General, Ranked. You're trained in the use of a particular exotic weapon. Each rank in Exotic Weapon Training provides familiarity with a different exotic weapon. Source: True20. 17

Fearless: The Fearless feat is not permitted. Characters may take the Lionheart feat from the Warriors & Warlocks sourcebook instead (p. 18). Lionheart: General, Ranked. You gain a +4 bonus per rank on Will Saves versus fear and related effects. This bonus cannot increase your total effective Will save bonus higher than the series power level limit. Source: W&W. Martial Artist: Combat. You've mastered the secrets of the martial arts masters. Martial Artist allows you to treat your Unarmed attacks as armed and is a prerequisite to learn unarmed combat feats and combat styles. Source: Mastermind's Manual. Rage (W&W variant): Combat, Ranked. You can fly into a berserk rage as a free action, gaining +4 Strength, +4 on checks to resist grapple attempts made against you, +2 to your Fortitude and Will saves, and a 2 penalty to attack rolls and Defense. While raging you can't use skills or powers requiring concentration (with a duration of Concentration or Sustained), and you can't take 10 or 20 on checks. Your rage lasts for 5 rounds, after which you are fatigued for five rounds (M&M 2e, page 167). Additional ranks in this feat extend the duration by 5 rounds per rank. This extends the duration of your post-rage fatigue by the same amount. Source: Warriors and Warlocks. Shield Training: General. You're trained in the proper use of shields in combat. You can use a shield and take only the standard penalties. Characters lacking Shield Training take a penalty on attack rolls and on Strength- and Dexterity-based checks equal to the shield's bonus. Source: True20. Two-Weapon Fighting: Combat. You're more effective fighting with two weapons. You reduce the penalty for doing so by 4 for your primary hand and 6 for your off hand. See the rules for Two-Weapon Fighting. Source: True20. Weapon Training: General. You're trained in the proper use of martial weapons. Source: True20.

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Special MaterialsPlayers wanting more customization out of their gear may choose to have them made of a special material, below. The stated cost is in addition to the Equipment Point cost of the weapon or armor. I arrived at the prices by figuring out the PPT cost of a Device of equal power and then multiplying that amount by five. I fudged the cost for reducing Armor Check penalties, assuming a cost of 1 PPT for each penalty reduction. Rules Jade, Moonsilver, Orichalcum, Starmetal, and Soulsteel are the 5 Magical Materials blessed by the gods. They are almost indestructible, having Impervious Toughness of 15 for purposes of attacks, like Sunder, which target them directly. Cold Iron is not a Magical Material and has only Toughness of 8. Special material bonuses require that the weapon or armor be worn/used to have any effect. Some weapon bonuses may stack (DM's discretion) if the character is fighting with weapons in each hand. Only one suit of armor may be worn at a time. A Device may be made from one of the Magical Materials, but this has no special mechanical effect or cost. Each Power must still be paid for with PPTs. Cold Iron is a 1 PPT Feature when bought as part of a Device. Available Special Materials Cold Iron (CO): In Creation, Cold Iron is a poetic term describing iron which is pure and unalloyed by other metals. Creatures of Chaos, such as the Raksha, are Vulnerable to Cold Iron. Equipment Point Cost: +3. Jade (JA): The magical Jade of Creation is valued both as a currency and as a raw material for magical artifacts. Each color of Jade is associated with an element. Red Jade is associated with fire, black with water, blue with air, green with wood, and white with earth. Jade Weapons: Jade weapons grant the feat Favored Environment x3, as determined by color. Equipment Point Cost: +9 Jade Armor: grants Immunity (Limited) 5: 1 Element, as determined by its color. Equipment Point Cost: +10 Moonsilver (MN): Moonsilver is a magically flexible form of silver blessed by Luna and smelted under the light of the full moon. Moonsilver armor fits like a second skin, and Moonsilver weapons can change their shape to seek out an enemy's vitals. Moonsilver Weapons: Moonsilver weapons grant the feat Improved Critical x3. Equipment Point Cost: +9 Moonsilver Armor: Reduces Armor Check penalties by 2. Equipment Point Cost: +8 Orichalcum (OR): Orichalcum is a mystical gold substance blessed by the Unconquered Sun. It is supernaturally tough and dense. Orichalcum Weapons: Orichalcum weapons grant the Power Deflect 1 effective against all ranged and melee attacks. Equipment Point Cost: +9 Orichalcum Armor: grants the Power: Immovable 2. Equipment Point Cost: +8 Soulsteel (SS): A dense black metal forged from the essence of tormented souls. It frightens enemies 19

and drains the very essence of its victims. Soulsteel Weapons: Soulsteel weapons inflict the Fatigue 4 power on a successful hit. Equipment Point Cost: +12 Soulsteel Armor: grants the Feat Fearsome Presence x3. Equipment Point Cost: +12 Starmetal (SM): A blueish steel made from the solidified essence of a dead god. It grants some of the gods' own luck to the user. Starmetal Weapons: Starmetal weapons grant the Power: Probability Control 1. Equipment Point Cost: +12 Starmetal Armor: grants Immunity 2: Critical Hits. Equipment Point Cost: +8

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Exalted DescriptorsThe following represent common descriptors for Powers in Exalted. Some creatures may be Vulnerable to one or more Descriptors, as per the Drawback. Powers with opposing descriptors may be used to counter oneanother at the DM's discretion. Innate Descriptors: these descriptors are innate features of certain beings or abilities. Abyssal (AB): powers relating to the power of the Underworld. Possessed by the Abyssal Exalted and Ghosts. Celestial (CE): powers relating to the Heavenly City and the gods. Possessed by the Sidereal Exalted and Spirits. Elemental (EL): powers relating to nature and the 5 elements. Possessed by the Dragon-Blooded. Essence (ES): all supernatural powers in Creation possess this descriptor by default. Infernal (IN): powers relating to the Yozis and their Chosen. Possessed by Demons and the Infernal Exalted. Lunar (LU): powers relating to the power of the Lunar Exalted. Possessed by the Lunar Exalted. Mechanical (ME): powers relating to the realm of the Primordial Authochthon. Possessed by the Alchemical Exalted. Solar (SOL): powers relating to the power of the Solar Exalted. Possessed by the Solar Exalted. Sorcerous (SOR): powers stemming from the science of Thaumaturgy. May be used to counter other Sorcerous powers (Countermagic.) Possessed by sorcerers. Wyld (WY): powers relating to the power of the Fair Folk. Possessed by the Raksha. Special Descriptors: These descriptors may each be added to Powers or Equipment as Features. They cost 1 PPT for Powers, 3 EPTs for weapons, and 4 EPTs for armor. Chaotic (CH): powers relating to disorder and change. Opposed to the Lawful, Celestial, Elemental, and Mechanical descriptors. Common among the Infernal Exalted, Demons, Raksha, and Lunars. Holy (HO): powers relating to the Holy light of the Unconquered Sun. Opposed to the Abyssal, Unholy, and Infernal descriptors. Common among the Solar, Lunar, Sidereal and Terrestrial Exalted. Lawful (LA): powers relating to fate, stasis, and order. Opposed to the Chaotic, Lunar, and Wyld descriptors. Common among Ghosts as well as the Abyssal, Terrestrial, Sidereal, and Alchemical Exalted. Unholy (UN): dark powers opposing the Unconquered Sun. Opposed to the Holy and Solar descriptors. Common among the Infernal and Abyssal Exalted as well as Ghosts and Demons.

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Afterword I recommend Warriors and Warlocks and the Masterminds Manual as resources for running fantasy campaigns. Information on White-Wolf's pen and paper RPG Exalted may be found online. I recommend DM's purchase this book before running a campaign. This conversion is not intended to supplant Exalted, but rather to provide an alternative for those fans whose players are more comfortable with the D20 and M&M systems. If any reader of this document has any concerns vis a vis copyright or trademark infringement, please email the author at . I hope my readers find this to be a useful resource. I spent a fair amount of time putting it together, and welcome comments and constructive criticism at the above address.

Changelog 1.6: 1-12-12: Changed Hybrid Races to God-Blooded. Various edits to template descriptions. Simplified Raksha template Powers. Dramatically altered Special Material benefits. Added sample creatures. Added On the nature of power section. Added New and Altered Power: Resurrection. Added short forms to Special Materials and descriptors. Added Essence to list of descriptors. 1.5: 9-19-11: Added Cold Iron as a special material. Added Special Rules, added New and Altered Feats. Changed numbered lists to bullet-points, changed headings, added table of contents. Added hyperlinks to the table of contents. 1.4: 9-13-11: Added Thaumaturgy power description. Added New and Altered Skills section. Fixed some spelling errors and omissions.

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