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The Age of Apocalypse Sourcebook

creators homepage:

By Wouter Vlemmings

 History & the world

World Map

 New Rules

 Characters & Places

Places & Heroes

villains & neutral characters

Tales from the Age of Apocalypse

The Age of Apocalypse

How did it come to pass...

It all started 20 years ago in Isreal where Charles Xavier, Magneto and Gabrielle Haller were working at a mental hospital. Charles and Gabrielle's son, the mutant known as Legion, travelled back in time to kill his father's main adversary Magneto. A team of X-Men, Storm, Iceman, Psylocke and Bishop followed Legion but weren't able to stop him because of memory loss that they suffered as a result from the time travel. But Legions plan backfired because still friends in these years Xavier sacrificed himself to save Magneto. Then reality as we knew it collapsed. All the X-Men are torn from the new reality, all but one. The time displaces Bishop remains, he wanders off, still having no idea what has happened.
Following the path of his friend and savior Xavier, Magneto founds the X-Men allong with his son and daughter Quicksilver and the Scarlet Witch. He trains mutants at a facility near Wundagore mountain. But another mutant takes his chance and launches an assault at the U.S.A. at first thwarted by Magneto and his X-Men Apocalypse finally succeeds. He gathers his power and followers and hold a despotic control over the entire American continent.

In the mean time Magneto and Apocalypse fight many battles and new mutants arrive and depart from the scene. The shapeshifting Mystique entrusts Magneto with the care of her foster daughter Rogue and a former horseman of Apocalypse, Sabretooth, defects and joines the X-Men. But then Nemesis enteres the scene. With most of the X-Men of to battle and just the Scarlet Witch and Rogue to guard the young trainees Nemesis attacks Wundagore mountain. Rogue manages to drive him off but not after Nemesis has killed Wanda, the Scarlet Witch. Nemesis joins Apocalypse as his most poweful horseman and together with Apocalypse launches an attack on the island of Japan. One of the sole survivers of that attack, a severely wounded Sunfire, later joins the X-men. Still later Nemesis is mortally wounded in battle with Magneto, and thus Holocaust is born. Even more powerful than before Nemesis is now nothing more than an energy body forced to survive in a containment suit. He takes the name Holocaust and swears vengeance.

But although the changed world almost makes it impossible there is also time for love. A love triangle between Magneto, Rogue and Gambit is the cause of rivalry between the two friend Gambit and Magneto. Finally Rogue choses Magneto and Gambit leaves the X-Men. Magneto find a way to counter Rogues absorbtion power and they have a child named Charles. Another love forces yet another X-Man to leave, when after a battle Magneto is forced to leave Jean Grey, aka Phoenix, behind Wolverine leaves the X-Men to save his love himself.
In the mean time humans have begun to evacuate from America and flee to Europe and Africa, to the lands of the Human High Counsil. This counsil is led by Moira McTaggert and her husband Bolivar Trask, the inventors of the mutant hunting sentinels that now patrol the borders of the human settlements. Furthermore the counsil consists of General Thunderbolt Ross, Mariko Yashida and Victor von Doom. Apocalypse answers by bombing Paris so the humans had to move their headquarters to London. Human forces also help fugitives in Africa under guidance of the prominent human members Anthony Stark, Gwen Stacy, Donald Blake and Clint Barton. Their main base in Africa is in Wakanda whose king the Black Panther was killed by Apocalypse. Finally some people in America are able to flee to Europa most notably Susan Richards and Ben Grimm, Reed Richards and Johnny Storm die in the attempt.
The only place still untouched by all this is a prehistoric land in the Antarctic. This safehaven is called Avalon and is under the guardianship of Destiny. Mutants and humans alike are allowed here.
In America meanwhile things are getting worse, human breeding pens are rising throughout the country and Apocalypse's horsemen keep an iron grip on the land under their control. Mr.Sinister, Abyss, Holocaust and Mikhail Raputin all take their responsibilities seriously, but sinister plans are brewing and this is where the Age of Apocalypse begins...

The World

This section contains a short tour of the world in the Age of Apocalypse as found in the X-Men preview 'Year of the Mutants'

AoA World Map
NORTH AMERICA: North America is ground zero of Apocalypse's Empire. Manhattan has been conquered by his forces and lies in ruin. The skyline resembles charred matchsticks starkly jutting from a mist of billowing smoke and choking ash. Familiar landmarks such as the Empire State Building and the Chrysler Building are horribly damaged. Rubble, trash, abandoned taxis, and smoldering buses clutter the streets, while vermin run unchecked. Towering above all, symbolizing Apocalypse's complete domination, stands the imposing citadel that is the mad immortal's stronghold. The eastern half of the continent, from Florida to the upper reaches of Canada, is under Apocalypse's direct control. The countryside, like New York City, has been devastated. Shopping malls are home to wild packs of dogs, the super highways are clogged with burned-out cars, and smoking human death camps known as "breeding pens" pockmark the obliterated landscape. Delegating his authority, Apocalypse has divided the western half of North America, now called "The Badlands," and assigned it to the Four Horsemen, his chosen cadre. The northwest portion of the United States and a southern section of Canada are ruled by Holocaust, Apocalypse's most powerful henchman. Mikhail Rasputin, brother of Generation Next's Colossus, controls an equal portion of land ad- joining to the east. The Great Plains and an area of southern Canada -- where many breeding pens are found -- are held by the conniving Mr. Sinister. The southwest region of the U.S. and a large portion of Mexico have fallen to the mysterious Abyss. The once proud nation known as The United States, now scarred and bleeding under the ruthless power of Apocalypse and his Four Horsemen, has been butchered. The land of the free and the home of the brave is now the land of the hunted and the home of the scared. The majority of Canada is not as heavily patrolled and is dotted with human hideouts. But the region has been heavily damaged, snow piles up unchecked, and packs of wolves roam the deserted cities. Across the northwest tip of North America, severing Canada from Alaska, snakes the monstrous Wall of Apocalypse. Cutting across thousands of miles, this fence of death blocks the "back door" human escape route which runs across the Bering Straight into Asia.

CENTRAL AND SOUTH AMERICA: Central America has been flooded, covered by leagues of churning sea. South America was targeted by Apocalypse-- as a measure of "genetic cleansing" -- and much of it has been pummeled by lim- ited nuclear warheads, creating a Chernobyl-like wasteland of scorched earth, with mutated life forms and horrific radiation contaminatian.

ANTARCTICA: On an Antarctic peninsula somewhere below the southern tip of South America lies Avalon, the mutant haven. This hidden jungle land is the focus of much whispered speculation, yet has not been detected by Apocalypse. A small and primitive town has been constructed by those mutants in hiding here. Home to prehistoric animals and vegetation, this pocket tropic is a true savage land.

ATLANTlC AND PAClFlC OCEANS: Ringing North and South America, bisecting the Atlantic and Pacific Oceans, stand the feared Perimeter Securify Plafforms. Spaced approximately 200 miles apart, these plat forms resemble oil rigs from hell. Their purpose: destroy anything attempting to enter or escape Apocalypse's empire.

The continents of Africa, Asia, Australia, and Europe are held by free humans. Compared to the Americas, they appear relatively untouched, but even these faraway lands have felt the cauterizing touch of Apocalypse.

EUROPE: France, once a receiving site for humans who were lucky enough to have escaped Apocalypse's empire, is no more. The country has been bombed ruthlessly, and even Paris, the City of Lights, has been extinguished and is under hundreds of feet of water. London has been fortified as the capital of the Human Council, Big Ben now overlooks a militarized zone whose crowded streets hum with rumors and paranoia. Muir Island, off the northern tip of Scotland, is now home to the monolithic Sentinel Processing Plants. Moira MacTaggert, the island's previous occupant, constructed the plants there after she married the robots' creator, Bolivar Trask. Wundagore Mountain, once rising out of the Slavic region, is no more. The site of Apocalypse and Magneto's second monumental battle, the mysterious mountain was completely obliterated. As a result of the massive explosion for which the Master of Magnetism was in part responsible, the Earth's electromagnetic field has been severely traumatized. The resulting chain reaction caused worldwide, global natural disasters: floods, earthquakes, volcanoes, tsunamis, and wildfires that struck simultaneously. The world's weather patterns have been subsequently disrupted, triggering unprecedented occurences of blizzards, heat waves, snowstorms, and monsoons.

AFRICA: The southwest region of Africa has been transformed into the humans' military defense region. Sentinels patrol Africa's southwest coast; behind the Sentinel region are defense lines cut into the earth by the free humans. While these precautions are necessary, the activity unfortunately has further eroded the already sparse landscape.

ASIA: Japan has also been bombed by Apocalypse into a radiated slag pile. Apocalypse targeted this island nation due to its developing economic system and growing population. Horrors like those that once befell Hiroshima and Nagasaki have now ravaged the entire country. Taken as a whole, the planet Earth physically reflects the grim mood of despair, loss, and fear which has consumed its population.

Age of Apocalypse sourcebook

Life in the new world

(rule expansions for the Age of Apocalypse)

It are dark times, every minute can be your last. This reflects in the surroundings, demolished buildings and vehicles are everywhere, most of the countryside is burned down and dangerous animals have even made it into the cities. In short, the world is different and so are the rules:

Making FEAT's:

The only thing that has changed in making FEAT's is the popularity FEAT. Since most identities of people working for Apocalypse is well established they don't need to make a popularity FEAT to get something done. Other characters that are clearly mutants are feared and are supposed to have a popularity of -20. Humans are hostile towards mutants.

Karma awards:

This new world requires a entirely new table.

Mutant rescue 30

Killing opponent -0

Human rescue 40

Being Captured -15

Defeat RM Foe 40

Survive battle 10

Defeat IN Foe 50

Thwarting Apocalypse

Defeat AM Foe 60

or one of his


horesemen's plan 25

Every day alive 5

Roleplaying 25

Innocent death -50

Accomplish goal varies

So there are no more penalties for killing, just awards for staying alive. Even misdemeanors are tolerated.


With technology at a greater level than before especially the weapons has become more dangerous. Also the vehicles has changed.

Energy pistol: Ex energy damage

Energy rifle: Rm energy damage
Normal Guns: +1CS damage due to ammo improvement
Melee weapons: +1CS damage due to material improvement
Misseles and Grenades: +1CS


Patrol Hovercraft: Control: RM Speed: IN Body: RM Protection: RM
weapon: Energy Cannon: AM energy damage
Patrol Jet: Control: RM Speed: ShY Body: RM Protection: IN
weapon: 5x Missiles: IN damage each, Machine Gun: AM damage
Human High Counsil
Zeppelin: Control: Ex Speed: Gd Body: RM Protection: RM
weapon: Nuclear Warheads: Sh-Z damage

Battle armor (prelates only): RM protection

Protective clothes: EX body armor
Most equipment is very hard to come by if you're not working for Apocalypse and the pices are more than five times what they were.

Power adaptions

Telepathic powers: Every time a mental power is used the DM should make a UN FEAT with a -1CS for each power rank below AM to see if the user of the power is detected by the Shadow King in the servioce of Apocalypse. He should then make another red!! FEAT to see if the character location is detected.

Magnetic Powers: Due to a change in the magnetic field after a battle of Magneto vs. Apocalypse magnetic powers also require a power FEAT to work.
Weather Control: The same effect that increase the difficulty of using magnetic powers has left the weather pattern increasingly unstable. Character with weather Control therefore gain +1CS on their power.

Other rules

With corpses everywhere infections and diseases run rampant. The DM should check for infection as described in the Judge's book against a disease strength +2CS for every 3 days in one of the cities or in the Breeding Pens, or after a battle there where a character was injured. Once affected a characters endurance drops 1 rank each day until cured or death occurs.

Characters & Places

In this section I cover some of the characters that are significantly different from those in the mainstream Marvel world and some of the special places.


Perimeter Security Platforms:
Located in a circle around america these platforms are Apocalypses first line of defense (should he need it) against the humans of the High Counsil. It also prevents most escapes.
The platforms are manned by a personnel of around fifty that control and check the radar posts. If anyone or anything tries to sneak past this Great Wall the DM must make an Sh-X check to see if they're noticed. Magnetic or meteoric interference can decrease this rank by the number of ranks of power used. For Example Magneto(UN magnetic) could decrease the probabilty of detection to Sh-O while Storm(MN weather) can decrease it to Fe.

When the intruder is detected the weapon systems are armed, the main weapon is an energy cannon that does UN damage up to 100 areas away. For close range there ar 10 IN damage laser cannons.

On each platform is a guard of 10 prelates with one mutant captain. There is also a 60% chance that there is or are genetic enhanced guardian creatures.
Lastly each platform has a transportation device that can transport 1 person every 2 round from or to the platform.

Working camps/Breeding pits:

Contrary to popular believe the camps and pits aren't very difficult to get into, they are a lot harder to get out off. The technology at these sites is low even for current standards. The main security to prevent people to get in is an almost impregnable wall. Atop these walls are some IN defences versus air strikes so the easiest way is through the main door. That means disguising as one of Apocalypse's workers or a new prisoner.
Inside the camps are a variety of mutant guards to watch over the human prisoners. If they're paying attention or not entirely depends on the situation. No guard should have a powerrank greater than IN.

Guarded by the natural defences of the Antarctic lies Avalon, a safe haven for mutants and humans alike. To get there means you should find one of the underground cells in Apocalypse Island (formerly New York) or San Francisco and make contact. Then you must survive the journey that mostly goes under water and then you must find the entrance located underneath a castle inhabited by Mystique and armed with a lot of firepower and hidden weapons. In Avalon itself Destiny reads your future and also determines if your who you say you are.

Apocalypse's tower:
There's not much to say about this one only that if you're determined to enter it you must be ready to be up for the fight of your life, and don't expect to live to tell about it. As a DM you can throw anything you want at the players, up to Apocalypse himself.

Shi'ar Galaxy:

In this Galaxy the key to returning to our own reality is located, the M'Kraan crystal. Emperor D'Ken has tried to harness it's powers and now it's destroying planet after planet. Expect to fight the imperial guard when you come here and find allies in the form of the StarJammers led by Deathbird.

Characters (and their stories)

Below I highlight some of the characters in the AOA that play a very important role or are significantly altered from their mainstream counterpart. I list their gamestatistics and a short history along with their role in the storylline.
For every other mutant character that has survived Apocalypse and now serves or opposes him I offer some guidelines to adapt him to this harsh world.
1.) If the characters Endurance is below IN then increase it by 1 rank, if it's below Ty then increase it by 2 ranks.
2.) If the characters Psyche is below IN then increase it by 1 rank.
3.) Increase one of his stats (F, A, S, E, I, P, not R) preferably one that increases his chances for survival, by 1 rank.
4.) Increase Fighting by 1 rank if below RM
5.) Add 1 or 2 combat orientated skills.
6.) If the character is not offensive give it 1 weapon with a max of RM damage and the appropriate skill.
7.) Increase 1 offensive power by 1 rank if below IN

Magneto for instance hasn't changed much (he was always very powerful) but his Fighting has increase by 1 rank, also I decided that as for his other stats his End should go to Un.

The Astonishing X-Men.
A team of X-Men led by Rogue and consisting of Morph, Sabretooth&Wildchild, Blink, Sunfire. Rogue leads them to stop the culling in Chicago. They end up battling Holocaust inIndianapolis.


Ex Ex Am Am Gd Gd Ex

20 20 50 50 10 10 20

Health:140 Karma:40

Known Powers:

-Power Absorbtion: Un

-Body Armor: In

-Resistance to drug/disease: Am

-In combat sense

-Magnetic powers: In

Talents: Martial Arts A, B, E

Story: Rogue is the foster-daughter of the shapeshifting Mystique. She was brought into his care for help coping with her powers after she had a run-in with the insane mutant Lorna Dane. She has absorbed a part of her Magnetic Powers. A relationship formed with Gambit but when Magneto managed to partly neutralize her powers so he'd be able to touch her they became romanticly involved. Gambit left and Rogue and Magneto recently had a son Charles. She is the first lady of mutantkind and decided to take a team of X-Men and stop Holocaust something in which they almost succeeded.


Ex Rm Gd Rm Ty Gd Ex

20 30 10 30 6 10 20

Health:90 Karma:36
Known Powers:

-Teleportation: Blink can teleport herself and/or others

at Am ability.

She has develloped the following powerstunts.

-Speed Teleport: Blink has an initiative of

1d10+8 when using her teleport power.

-Teleport Pins: Blink carries a quiver of pins that do

Ex edged damage. She can also charge them with

some of here blinking power to teleport someone

away at Am ability or even deadlier to blink the pins

a short distance inside a person. This does

In damage. The pins have Am material strength.

Talents: Martial Arts: A,B,C,D,E, Tumbling, Acrobatics,

Weapon specialist (pins).

Story: Blink was rescued by Sabretooth from a burning building when she was but a child. She therefore is totally supportive of Sabretooth and will do anything for him.



Gd Ty Ty In Ty Gd Ex

10 6 6 40 6 10 20

Health:62 Karma:36

Known Powers:

Shapechanging: UN

Morph can assume any shape he wants and gains the

outside abilities of the thing/person he changed into.

He can increase hid physical stats up to MN.
Talents: Acrobatics, Martial Arts C

Story: Morph hides the traumas of this world behind his humor and practical jokes.

Sabretooth & Wildchild


Am/In Rm/Rm Rm/Gd In/Rm Ty/Fe Am/Rm Rm/Ex

50/40 30/30 30/10 40/30 6/2 50/30 30/20

Health:150/110 Karma:86/52

Known Powers:


-Heightened senses: Mn

-Claws: Am edged

-Healing Factor: Mn

Sabretooth shares a bond with Wildchild who

is kept on a chain connected to a gauntlet.

Normally Wildchild is out cold but Sabretooth

can wake and release him with pushing a button.


-Heightened senses:Am

-Claws: Rm edged

-Fangs: Ex edged

-Regeneration: Rm

-running/leaping: Am
Talents: Sabretooth: Martial Arts (all), Espionage, Guns

Wildchild: Survival

Story: Sabretooth was a former horsemen of Apocalypse before he was left behind and defected to the X-Men. It is not known how he bonded with Wildchild. He was the one that took the battle to Holocaust and found out the location of the Infinites plant.

Sunfire is as poweful as before except for the changes mentioned above and for the fact that he has to wear a containment suit to avoid burning himself out. He has an extreme hatred for Apocalypse for totally destroying Japan.

The Amazing X-Men:

This is the team that was send to help the sentinels evacuate humans in Maine. It consists of the following members:
Team Leader: Quicksilver
members: Storm, Banshee, Paris(Exodus), Dazzler, Iceman
Quicksilver, Storm and Banshee aren't essentially different except for the changes mentioned at the start of this chapter and an increase of Storm's weather control to Mn(75). There's also somewhat of a romance between Storm and Quicksilver.


Ex Ex Rm Mn Gd Rm In

20 20 30 75 10 30 40

Health:145 Karma:80
Known Powers:

Paris has a lot of powers even he himself doesn't

know about, he can do almost anything but has

unitl now just exhibited the following:

-Flight: Rm

-Energy Blasts: Mn

-Body Armor: Ex

-Teleportation: Am

Exodus would gain new powers at AM rank.
Talents: Martial Arts A

Story: The mysterious Exodus was rescued by Magneto and now follows him faithfully but Magneto still fears that once he has reached his fullest potential he can become as corrupted as Apocalypse. Paris has no memory of his life before Magneto rescued him but now has a relationship with Alisson Blaire, aka Dazzler.


Ex Ex Gd Rm Ty Ty Ex

20 20 10 30 6 6 20

Health:80 Karma:32
Known Powers:

Light Control:

-Hard light projections: Dazzler can form 3D hard-light

images that can have powers and abilities up to MN.

-Laser: AM energy damage.
Talents: Acrobatics

Strory: Dazzler has pretty much given up life with the exception of Paris, she has little regards for her or another ones life or health.



Ex Gd Rm Am Ty Ty Pr

20 10 30 50 6 6 4

Health:110 Karma:16
Known Powers:

Ice Body: Icemans entire body is composed of ice,

it gives him the following powers:

-Ice Generation: MN (and all powerstunts)

-Elongation: Gd

-Body Armor: In

-Shape alteration: Ex

-Self-Healing: up to Mn damage/turn

-Molecular Conversion: Am ability to freeze someones

water molecules inside his body.

-Moisture Molecular Inversion: Am ability to transform

people into moisture molecules and transport them

over great distances, this is the equivalent of Am

teleportation. Iceman must make a power

FEAT to use this power, when it fails everyone

should make a END FEAT or suffer a kill result.

-Recovery: Iceman can reform himself when he's

destroyed. He must make a Psyche FEAT or lose a

rank of Psyche.

Strory: Iceman is mentally very unstable because of the many times he had to reassemble himself.


In Excalibre the story is told of the X-Man Nightcrawler who has gone to find his mother Mystique and the seer Destiny in Avalon. He is followed by the agents of Apocalypse Damask, Moonstar and Dead Man Wade. In the final fight Damask joins Nightcrawler as does the mutant known as Switchback.
Nightcrawler, Mystique and Destiny haven't changed much again except for the changes above.


Rm Ex Gd In Ex Ex Am

30 20 10 40 20 20 50

Health:100 Karma:90

Known Powers:

Psionic Skinning: Damask has the Am ability to 'skin'

ones mind.The victim must make a Psyche FEAT

vs.Am to avoid being stunned and lose 1 rank of

Psyche per round. The Skinning also always does

Am damage. Damask can also prevent possesion.

Talents: Martial Arts A, C, D, Thrown Weapons,

Sharp Weapons

Story: Damask was a student of the Shadow King and hates him but willingly serves Apocalypse. that is until she entered Avalon and saw the beauty of it. She decided that she had been following the wrong person the whole time. She still has a sadistic streak but can't stand seeing someone else be sadistically treated. That's why she killed Moonstar with no apparent other reason.



Gd Ex Ty Rm Gd Ex Ex

10 20 6 30 10 20 20

Health:66 Karma:50

Known Powers:

Time shunting: Switchback can shunt herself back into

time up to 10 seconds. This can heal her or counter

possesion etc.

Talents: Acrobatics

Story: A mutant from Detroit Switchback feld to Avalon and became in the fight there.

Weapon X:

This tells the story about two mutant lovers, Weapon X and Phoenix who help the Human High Counsil with their strike against Apocalypse. Phoenix has been the base together with Cyclops for the creation of X-Man, Sinister's secret weapon against Apocalypse.
Wolverine and Jean Grey haven't changed much except for the hand that Wolverine misses. But he still has his claws in there and also his claws are still from adamantium.

Generation Next:

This is a group of young mutants being trained by Colossus and his wife Shadowcat. They are both very bitter up to the point that they would kill their students without hesitation if they didn't live up to their expectations. The group is send to rescue Colossus's sister Illyana from one of the slave pens.
The students are: Chamber, Skin, Mondo, Vincente, Husk and Know-it-All.

Most aren't different from their real life counterparts but for the AOA adjustments, they are also a lot more agressive. Chamber hasn't blown a hole in his chest so he is normal looking.



SH-0 Sh-0 Sh-0 In Mn Am Am

0 0 0 40 75 50 50

Health:40 Karma:175

Known Powers:

Computer link: She is linked to a computer network and can

acces must information with Mn ability. She can oversee

the whole training compound and probably more.

Totall Memory: She can recall everything with Mn ability.
Talents: Computers

Story: Know-It-All is this worlds M but is linked to a fraim and with the exception of computers cannot affect the outside world.

Gambit & the Externals:

This group of mutant thieves that consists of Gambit, Jubilee, Lila Cheney, Guido and Sunspot wre send to the Shi'ar empire to steal the M'Kraan crystal. To forget Rogue Gambit has begun a relationship with Lila Cheney much to the dislike of Guido. Guide has therfore, unbeknowst to the group, turned to Apocalypse.
Again not much changes here. Lila Cheneys powers just recently surfaced.


Ex Ex In Am Gd Gd Ex

20 20 40 50 10 10 20

Health:130 Karma:40
Known Powers:

Sunspot can absorb and rechannel solar energy with Mn

ability. This gives him:

-Flight: Rm

-Energy Blasts: Mn

-Body Armor: Rm

Talents: Martial Arts B

Story: Sunspot is your avarage agressive, angry mutant.

X-Man is the creation of Sinister created to destroy Apocalypse. Sinister has combined the genes of Cyclops and Phoenix to make X-Man. The story followes X-Man after his escape when he makes contact with Forge and his band of mutants. He is followed by Essex, aka Sinister, who eventually makes his move, kills Forge and fuels the rage to shape X-Man to do his bidding.

Mastermind, Sauron, Toad, Syrin are essentially the same.



Rm Ex Ex Un Gd Rm Mn

30 20 20 100 10 30 75

Health:170 Karma:115
Known Powers:

Nate is the ultimate weapon with respect to psionic powers.

Telepathy: Mn

Telekinesis: Mn

- Force field: Mn

- Increased Strength: Mn

- Area attack Mn

When in full rage the power ranks can flare up to Sh-Y but

Nate must make an End. FEAT to remain concious.

Story: Nate is Sinister's secret weapon vs. Apocalypse but he end up fighting Holocaust after he killed Sinister.


Gd Gd Ex Am Am In Am

10 10 20 50 50 40 50

Health:90 Karma:140
Known Powers:

Hyper-Invention: Un

Forge has turned his powers upon himself to save his team,

the X-Men after a relationship with Storm failed. He has

been turned in an insectlike creature.

-Body Armor: Rm

-Psi-Screen: Mn

-Sensors: Am

-Weapon Systems: Rm to Un
Talents: Engineering, Computers, Electronics


Rm Ty Un Un Pr Pr Gd

30 6 100 100 4 4 10

Health:236 Karma:18
Known Powers:

Body Armor: Am

Regeneration: Pr
Talents: Martial Arts B, C, Wrestling

Story: Although he is dumb Brute was the one who recognized Sinister, he had to pay for that with his life.


X-Factor is Apocalypse's team that controls the prison camps in his city. The members are: Cyclops, Havok, Cannonball, Elizabeth Guthrie, Northstar and Aurora and the Bedlam brothers Terrence and Jesse. Cyclops, Havok and Cannonball can be adjusted according to the rules above. There are a few thing to mention about the team. First Havok has an intense hatred for his brother Cyclops who has always been Sinister's favorite. Cyclops himself begins to doubt his role after Sinister's disappearance and starts helping prisoners escape. Aurora and Northstar have created an imaginable world just for themselves, they have even gone so far to have an own language. Brother and sister Guthrie can be described as Apocalypse's Hitler Jugend.

Elizabeth Guthrie


Rm Gd Gd/Am In Ty Ty Gd

30 10 10/50 40 6 6 10

Health:90/130 Karma:22

Known Powers:


-Body Armor:In
Talents: Martial Arts C, Wrestling

Aurora and Northstar


Rm Rm Ex In Ty Gd Ex

30 30 20 40 6 10 20

Health:120 Karma:36

Known Powers:

Aurora and Northstar have exactly the same abilities:

Flight: Sh-X

Electical Generation: Am

Electrical Force Field: In protection vs. Energy
Talents: Martial Arts: C,E

Bedlam Brothers


Rm Gd Ex Rm Ty Gd In

30 10 20 30 6 10 40

Health:90 Karma:56

Known Powers:

Instill Confusion: Terry has the In ability to

instill targets with confusion. The target must make

a psyche FEAT vs In or be at -4CS.

Talents: Martial Arts A,B

Rm Gd Ex Rm Ex Gd Ex

30 10 20 30 20 10 20

Health:90 Karma:50

Known Powers:

Jesse can make machinery and equipment malfunction

with In ability.
Talents: Martial Arts A, B

Story: The Bedlam Brother would die to save the other and are both very open and honest guys. In the end they helped Cyclops and Phoenix escape and free the prisoners.

Characters (continue)

For every other mutant character that has survived Apocalypse and now serves or opposes him I offer some guidelines to adapt him to this harsh world.

1.) If the characters Endurance is below IN then increase it by 1 rank, if it's below Ty then increase it by 2 ranks.
2.) If the characters Psyche is below IN then increase it by 1 rank.
3.) Increase one of his stats (F, A, S, E, I, P, not R) preferably one that increases his chances for survival, by 1 rank.
4.) Increase Fighting by 1 rank if below RM
5.) Add 1 or 2 combat orientated skills.
6.) If the character is not offensive give it 1 weapon with a max of RM damage and the appropriate skill.
7.) Increase 1 offensive power by 1 rank if below IN

I will now continue with some of the most notable villains from the AOA. I will not cover them all because most of them can be converted with the rules above.


In Rm Mn Sh-X In In Un

40 30 75 150 40 40 100

Health:295 Karma:180

Known Powers:

Damage Resistance: all damage -3CS

Molecular Rearrangement: Un

-Flight: Rm

-Increase Strength to Un

-Elongation: Gd



Teleportation: Am

Energy Blast: Un (or Mn to area)

Talents: Engineering, Invention, Genetics, Leadership

Story: Essentially the whole history revolves around this External mutant. His entire life is based on the vision that only the strongest will survive. He was finally taken down by Magneto but in death he only saw his own victory.

The Horsemen:



Rm Rm Rm Am Ex Rm In

30 30 30 50 20 30 40

Health:140 Karma:90

Known Powers:

Abyss' body is composed of coils that surround an

internal void.

-Elongation: Rm

-Body Armor: Rm

-Instill Terror: Psyche Feat vs. IN or flee

-Internal Void: When Abyss manages to grapple a

target the target has 1 round to get free or it

plunges into Abyss' void. Each turn there decreases

END en PSYCHE by 1 rank until death occurs or

until Abyss releases him.

-Absorb fear: For every 10 victim of his instill terror power

Abyss gains 1 rank to END (max Sh-X). He also gains

these for victims in his void.

Talents: Martial Arts C, Wrestling

Story: Abyss is Apocalypse's most sadistic horseman, his base is located in Dallas. He tangeled with the X-Men in Main and was defeated by Quicksilver. He returned to stop the X-Men in Apocalypse's citadel and Banshee sacrified himself to destroy him.

Mikhail Rasputin


Rm Ex In Un Ex Ex Am

30 20 40 100 20 20 50

Health:190 Karma:90

Known Powers:

Mikhails body seems composed of some sort of

techno-organic substance he has absorbed into


-Body Armor: Am

-Energy absorbtion&manipulation: Un

Talents: Leadership, Pilot

Story: Mikhail, the brother of Colossus, led a mission to London. A supposed peace-mission. He used the mutant known as Empath to cause an uprising in London and offered the human a safe-haven. Instead he captured them and planned to kill the Human High Counsil. His plan was foiled by a combined effort of Victor von Doom, Gwen Stacy, Clint Barton, Tony Stark, Susan Richards, Ben Grimm and Donald Blake. The later was the one that killed mikhail by rupturing his body and dropping himself and Mikhail of a high building. One of his agents, Matt Murdock, was the one that killed the enslaved Empath.



Am Ex Un Un Ex Ex Am

50 20 100 100 20 20 50

Health: 270 Karma:90

Known Powers:

Holocaust's energy body is contained in a

containment suit.

Energy Blast: Un

Body Armor: Mn

Energy Drain: Holocaust can drain life energy to

add to his own. He may not attack for one round

and must be in contact with the target. He then

drains 75 Health. A target below 0 dies immediately.
Talents: Martial Arts A, Wrestling

Story: Previously known as Nemesis (see history) Holocaust is most dangerous horsemen. He followed X-Man to our reality.

Mr. Sinister is the final horseman but his powers are already well known. Increase his Endurance to Un and change his health to 200. Sinister created X-Man to kill Apocalypse and was killed by his creation as he planned to fuel the rage of X-Man.


Rm Gd In In Ty Ty Gd

30 10 40 40 6 6 10

Health:120 Karma:22

Known Powers:

Body Armor:Ex

Battle Spear: Rm edged damage.

Psi-Screen: In

Communication Pack
Talents: Edged weapons.

Story: The infinites are Apocalypse's shock troops created in Holocaust's processing plant from captured humans.
A regiment is led by a mutant prelate with the following adjustments.


+1CS - +2CS +2CS - - +1CS
max of MN
Known Powers:

As mutant +1CS (max UN)

Body Armor: Rm
Talents: Leadership, as mutant



In In In Am In Rm Rm

40 40 40 50 40 30 30

Health:170 Karma:100

Known Powers:

Feet: +1CS wrestling

Climbing: RM

Leaping: AM

Talents: Biochemistry, Genetics, Electronics,

Acrobatics, Tumbling, Martial Arts C, Multi-Lingual.

Story: The 'Dark' Beast was Sinister's prime scientist who tried to surpass even his masters work. Even when he should have closed his genetic facility he continued his experiments. He's cruel and very deadly and has also passed over to the mainstream world.

Sugar Man


Ex Ex Rm Am Rm Ex Rm

20 20 30 50 30 20 30

Health:120 Karma:80

Known Powers:

Growth: Pr

Shrinking: In

Tongue: Sugar Man can do Am edged damage with

his tongue or grapple with Am strength.

Swallow whole: When a grapple target is swallowed

Sugar man can bite it for Am edged damage.

Damage resistance: Sugar Man can shrink his inner

form and leave an empty husk. This saves him

from damage it enables him to get away. He can

do this once per 5 rounds.
Talents: Martial Arts C, Wrestling, Enginering

Story: Sugar Man was the head of the facility where Illyana was kept. He battled Generation Next and travelled in his shrunken form in the boot of Colossus to the M'Kraan Crystal. Then he travelled to main reality.

The Madri


Rm Ex Gd Rm Ex Ex Ex

30 20 10 30 20 20 20

Health:90 Karma:60

Known Powers:

Being duplicates of Madrox the Madri posses a

unique bond. Every Madri knows what another


Body Armor: Ex

Talents: Martial Arts A, B, D, E, Sharp Weapons

Story: The Madri are Apocalypse's core priests overseeing everything that goes on in Apocalypse's lands. Thay are all formed from the mutant Madrox who is kept in the Citadel. They are feared by everyone and are the only ones able to freely move around in the most restricted areas.

Dead Man Wade


In Rm Ex In Pr Ex Am

40 30 20 40 4 20 50

Health:130 Karma:74

Known Powers:

Regeneration: Un

Heightened Senses: In

Equipment: up to Mn damage

Talents: Martial Arts A,B,C,D,E, Weapon Master

Marksmanship, Sharp Weapons, Weapon Specialist

Story: Afflicted with cancer only his regenerative abilities are keeping him alive.

Shadow King


0 0 0 Un Ex In Un

Health:100 Karma:160
Known Powers:

Possesion: Un

Psionic Detection: Un

Story: The psionic presence of the mutant known as Amahl Farouk who after a battle with Xavier long ago only remains on the astral plane.

'Neutral' Characters:


Rm Rm Gd In Ex Ex Rm

30 30 10 40 20 20 30

Health:110 Karma:70

Known Powers:

Flight: Ex, Am agility and up to Un speed.

Aerial Adaption: Mn eyesight.

Equipment: Flamer: In damage

other weapons: up to Mn
Talents: Bussiness, Martial arts B, +2CS aerial combat

Story: Warren Worthington III leads a exclusive club, Heaven, in former Manhattan, he remains neutral and anyone with money may enter his club. Frequent visitors are the Bedlam brothers and Havok (who's having a romance with the star attraction , but human, Scarlett). Karma is also an employee with secret connections to the human high counsil. Heaven is under surveillance of the Black King.



- Mn material strength.

- Ex ground speed.

- up to 10 weapons for upt o Mn damage

- protective coccoon for little Charles: Un strength.

Story: A construction of Magneto Nanny is capable of independ thought (Re Ex) she fights only to protect Charles and you wouldn't want her mad cause she's more dangerous than many of Apocalypse's men.



Am Ex Un Un Rm Ex Ty

50 20 100 100 30 20 6

Health:270 Karma:0

Known Powers:

Mutant detection: Am

Flight: In

Growth: +1CS to be hit.

Roboric Construction:

-immune to poison, disease and gas

-invulnerable to mental attacks

-Life support

-In body armor

Self Repair: Rm regeneration

Energy Beam: Un


The ability to build new defences up to

a max of Un

Detachable Hands: Un grappling (2x)
Talents: None

Story: The constructions of Bolivar Trask and his wife Moira McTaggert the Sentinels are the only reason Apocalypse hasn't already crushed the humans. They attack mutants on sight unless reprogammed.

The others are adaptable from the original stats with the rules above, most notably Rictor, Moonstar, Box, Wendigo, Vanessa Carlyle, Spyne, Callisto, Karma, James Proudstar, Black King, Magma and others I forgot.

Tales from the Age of Apocalypse


The Tales from the Ago of Apocalypse recounts the story of a team of X-Men, consisting of Magneto, Rogue, Nightcrawler, Sabretooth, Morph and Blink, who make an assault on 'Ship'. Rumor is that at this base of Death, the forth horseman, Apocalypse is recuperating of wounds, suffered in a previous battle. 'Ship' is hovering above an area on the Moon, the BLUE area of the moon. But their arrival on the Blue Area is noticed and Apocalypse is transported back to earth. The X-Men are forced into battle with Death and his minions and are captured, they only manage to escape with the help of prelate Cyclops who wants to stop the inhuman Death from trying to expand his power. While escaping they rescue the mutant Sunfire, who was being tortured by Death, and he manages to kill Death and destroy his 'Ship'. If any of the Terrigen Mist, with which Death planned to create a mutated army, remains is still unclear.

Terrigen Mist

This substance can be used to mutate characters into super-powered beings, often with deformities but also with possible great powers.
The Mist can be used on any character with an Endurance lower than Mn, that character may attempt a In Endurance check to avoid the effect.


physical stats are affected by rolling on the following table (no stat can be raised above Un):

roll: physical effect: mental effect: powers: power rank:

01-05 -2CS -3CS 1 power Ty(6)

06-15 -1CS -2CS 1 power Gd(10)

16-60 - -2CS 2 powers Ex(20)

61-80 +1CS -1CS 2 powers Rm(30)

81-95 +2CS -1CS 3 powers In(40)

96-00 +3CS - 4 powers Am(50)
The mental stats are affected as shown in the second column.

Intuition is affected somewhat differently:

01-30 -1CS

31-60 -

61-00 +1CS

Then roll again to see how many powers the character gains

The powers are rolled on the powers table.

They should have at least 1 physical power. The power rank is gained

from the last column and then modified (not above Un) by rolling again

on the first column.

Finally this process gives Death a +3CS bonus to his Mind Control Power

for controlling the affected character and the character loses all

karma. The character will also have little memory of his previous

life but this can be regained.


(normal Marvel Universe: Maximus)


Gd Gd Ex Am In Ex In

10 10 20 50 40 20 40

Health:90 Karma:100


Known Powers:

Mind Control: Am


-Induced Amnesia with a Red FEAT

-Mind Transferral

-Telepathic Invisibilty

Mental Energy Bolts: Mn damage


Body Armor: His suit gives him Rm potection

Terrigen Mist

Maximus Base "Ship" has a number of Mn

to Un weapons and restraining devices.

Talents: Genetics, Engineering, Physics, Leadership
Story: Death is the Forth horsemen of Apocalypse, he is

the only survivor of the inhuman royal family and he has

used his genetic skills and the Terrigen Mist to recreate

a strike force in their image. His cruelty even surpasses

that of Abyss.

Inhuman strike team

the names are of the inhumans these genetic constructs

were modelled after.

Black Bolt


Gd Ex Gd Rm Ty Ty Ty

10 20 10 30 6 6 6

Health:70 Karma:18
Known Powers:

Flight: Ex

Sonic Scream: Am Force Attack to everyone in 1 area or

Mn vs. one specific target. Up to Am material can

be shattered.



Rm Ex Ex Rm Ty Gd Ty

30 20 20 30 6 10 6

Health:100 Karma:22
Known Powers:

Nails: Ex edged damage

Prehensile 'Wire' Hair: In

-Grapple up to 4 targets with In strength or 1 target

with Mn strength.

-Make up to 4 extra attacks for Rm damage each.



Rm Gd In In Pr Ex Ty

30 10 40 40 4 20 6

Health:120 Karma:30

Known Powers:

Body Armor: Ty

Claws: Ex edged damage

Fangs: In edged damage

Energy Projection: Un, once every 3 rounds from an

antenna on his brow.



Am In Ex Ex Gd Rm Gd

50 40 20 20 10 30 10

Health:130 Karma:50
Known Powers:

Weakness Detection: He can bypass body armor of up to

In rank.

Blending: Rm rank invisibility in near darkness.

Increased Damage: normal attacks do Rm damage,

he can also increase this damage by +3CS after

5 rounds of study
Talents: Martial Arts: All



Ex Rm Ty Ex Gd Gd Gd

20 30 6 20 10 10 10

Health:76 Karma:30
Known Powers:

Flight: Ex

Electrical Projection: Am damage



Ex Ty Rm In Gd Gd Ty

20 6 30 40 10 10 6

Health:96 Karma:26
Known Powers:

Water Breathing and freedom.

Body Armor: Ex

Create Water: 'Triton' can capture someone in a

water bubble with Am ability. This lasts as long

as Triton is concentrating. He uses this to

drown his opponents.



Rm Ex In In Ty Ex Ty

30 20 40 40 6 20 6

Health:130 Karma:32
Known Powers:

Body Amor: Rm

Increased strength (legs):

-Kick for Am damage

-create In shockwaves


Inhuman name not known


Rm Ty Un Mn Pr Pr Ty

30 6 100 75 4 4 6

Health:211 Karma:14

Known Powers:

Body Armor: Am

Charge: +1CS damage


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