Agents of SMERSH: Epic Edition Rulebook

Table of Contents

Components
Setup
How to Play
Encounters
Additional Rules
Injuries and Dying
Epic Showdowns
Henchmen
- Henchman Epic Showdowns
- Defeating a Henchman and Conclusions
Dr. Lobo and the Lobo Track
Variants
Symbol Reference
Credits

Components

World Map Gameboard x 1
Overlay Boards x 4
Spy Sheets x 8
Henchman Sheets x 4
Encounter Cards x 60 (separated by region)
Status Cards x 56 (do not shuffle)
Gadget Cards x 39
Secret Mission Cards x 56
Advanced Skill Tokens x 40
UN Transport Tokens x 9
Round Tracking Token x 1
Spy Standees x 8 with Plastic Stands x 5
Skill Dice x 6
Fate Die x 1
Injury Tracking Tokens x 4
Intel Tokens x 30
Resolve Tracking Tokens x 4
Success Tokens x 12
Skill Tracking Tokens x 20
Dr. Lobo Token x 1
Rulebook, Encounter Book, and Epic Showdown Book

Setup

Place the gameboard in the center of the table.
Place the Round tracking token on the 1 space of the Lobo Track and place the Dr. Lobo token in the space (red triangle) between the 10 and 11 space of the Lobo track.
Place the Status cards on the gameboard, face up. Before your first game, set up the Status card deck by making sure each card is in alphabetical order. This deck is never shuffled.
Find each of the following card decks, shuffle them, and place them face down on their corresponding locations on the gameboard: a. Encounter cards, separated by region (Africa, Asia, Australia, Europe, North America, South America, and Ocean) b. Gadget cards c. Secret Mission cards
Place the Fate die and 6 Skill dice near the gameboard.
Prepare Henchmen a. Choose which Henchman you wish to face and place their sheet near the gameboard. Henchmen are not all the same difficulty. We recommend you play them in order:

Difficulty Henchman Name
Easy Darling
Medium Pierre
Hard Fedor
Epic Mr. Big
Prepare Spies a. Each player chooses a Spy sheet, takes the matching Spy standee(s), then forms their Spy board by placing their Spy sheet in an Overlay board.

When choosing a Spy sheet, you cannot select one of the "Double Agent" Spy boards for a Henchman sheet currently in play. (See Double Agents, page 22)

b. Each player takes 5 Skill tracking tokens, 1 Resolve tracking token, and 1 Injury tracking token. c. On each Spy board, place the 5 Skill tracking tokens on the highlighted Skill spaces. Place the Resolve tracking token on the rightmost space of the Resolve track. Place the Injury tracking token on the topmost space of the health track. d. Each player checks their Spy board and gains any Advanced Skill tokens, UN Transport tokens, Status cards, or Gadget cards they start with. e. Deal each player 2 Secret Mission cards.
Prepare other tokens a. Create pools for: Intel, Advanced Skills, and UN Transport tokens on or near the gameboard.
The player who most recently watched a Spy film goes first. Alternatively, randomly choose a starting player.
Beginning with the first player and proceeding clockwise around the table, each player chooses an HQ location and places their Spy standee(s) there. At the beginning of the game, there can only be 1 player per continent.

Difficulty	Henchman Name
Easy	Darling
Medium	Pierre
Hard	Fedor
Epic	Mr. Big

How to Play

Objective

Agents of SMERSH is won or lost by all Spy players as a team.

Spies win if: They successfully defeat Dr. Lobo in the Epic Showdown at the end of the game.

Spies lose if: All Spies die while facing Dr. Lobo in the Epic Showdown, or the game text states "You lose the game."

Each Round

Agents of Smersh is played in a series of rounds. In each round: each player, one at a time, takes a turn until all players have gone. Players may take their turns in any order.

Each Turn. On your turn, you choose to either:

Move and Have an Encounter

Rest

End of Round. After players take their turns:

Place Intel on Lairs (when directed)
You must Confront Dr. Lobo (when triggered)
You may Confront a Henchman (if you dare)

Move and Have an Encounter

Movement. Spies can move up to 2 spaces, following the lines on the board. You may spend 1 Resolve to move an additional space. (See Resolve, page 13). Spies may share a space with other Spies.

If you end your movement on a space containing Intel, pick up all Intel there and add it to the Intel pool before attempting your Encounter.

Region Bonuses: Before and after moving, you may spend Intel to use the Region Bonus of the region you are in. (See Region Bonuses, page 16)

Airports: If you are moving from an Airport space, you may move to any Airport space on the board as a move of a single space.

UN Transport: You may discard a UN Transport token to move anywhere on the board. You collect any Intel on the space you move to with a UN Transport. This does not count against your movement for the turn.

For example, Thomas may move two spaces from Dakar to Cairo following the connecting lines.

Have an Encounter. Draw an Encounter card from your current region's deck and Resolve it. (See Encounters, page 10)

Rest

If you choose to Rest, your Spy heals injuries and gains Resolve equal to the Rest value shown on your Spy board. You cannot gain more Resolve or have more health than your maximum. If you Rest, you cannot move or have an Encounter.

If you rest at an HQ space, you always restore your health and Resolve to their maximum value. Some Statuses can be discarded when resting at HQs. Refer to the text on the Status card.

End of Round

Once each player has taken their turn, the round ends and you advance the Round tracking token on the Lobo track.

Place Intel on Lairs: Dr. Lobo's plots are advancing. Conduct operations at his Lairs to find out more about his schemes. If this symbol is showing on the new round's space, place an Intel on each Lair location on the board.

Confront Dr. Lobo: If the Round tracking token has moved past the Dr. Lobo token, it is time to confront SMERSH's nefarious mastermind. (See Dr. Lobo, page 21)

Confront a Henchman: If they are not confronting Lobo, players may confront a Henchman if they have collected enough Intel as shown on that Henchman's sheet. (See Henchmen, page 20)

Encounters

Encounter Cards

Each time you have an Encounter, draw the top Encounter card from the deck matching your current region. When playing with more than 1 player, have another player read this card aloud to you. After reading it aloud and resolving the card, return it to the bottom of its region's deck.

When reading an Encounter card, first read the Encounter Title. This title gives you a hint as to the story that will be taking place in your Encounter. This is what you will base your Response on.

Then, read the Response options for the current player to choose from.

Tip - Choosing responses: sometimes, it's fun to choose a response based on theme, thinking "what would my Spy do here?" Other times, you may want to choose a response based on your Basic and Advanced Skills, as the Encounters you'll read are connected to your approach to the Encounter title.

Each Encounter card generates 3 Numbers based on 3 key pieces of information:

ENCOUNTER number: This number is the first of three numbers used to find your Encounter in the Encounter Book and matches the Encounter Title.
RESPONSE number: Based on the Encounter Title, the current player chooses one of the listed responses to describe how they will approach the situation.
DIE ROLL result number: Roll the Fate die. If you get a [Resolve+Reroll], gain 1 Resolve and reroll the Fate die. Do this until you get a result of 1-5.

These 3 numbers determine which Encounter you will face in the Encounter Book. The player who read the Encounter card should then read that chosen Encounter aloud from the Encounter Book based on the 3 Numbers generated by ENCOUNTER — RESPONSE — DIE ROLL in that exact order.

Alert: Encountering SMERSH at one of their Lairs is always a tricky affair. If you have an Encounter in a Lair location, the die roll result is always fixed at 5.

When reading another player's Encounter or reading your own when playing solo, do not read the pass or fail consequences until after the test. The story, rewards, and penalties shouldn't be shared until the player has passed or failed the Encounter.

For example, Nikita ends her movement in Europe. James takes the top card from the Europe Encounter deck to read it aloud to her. He draws Encounter card 01, "Followed" reading the title and response options list aloud to Nikita.

Nikita considers the hint "Followed" in order to choose how she will approach the Encounter. She's not afraid of anything, and decides to choose response 7, "Be Spontaneous." Then she rolls the Fate die rolling a 4.

The Encounter she'll face is "01" (Followed) - "7" (Be Spontaneous) - 4 (Fate Die Roll). "01.7.4". After generating the 3 numbers, James finds page "01.7" in the Encounter book, then, 01.7.4 on that exact page. James then reads that Encounter aloud to Nikita, stopping when a choice or Test comes up in the Encounter. She then can take the Test to see if she passes or fails. After, James reads the appropriate ending to that Encounter.

Basic Skills

You're the best of the best, and you've got the Skills to prove it…

Every Spy has five Basic Skills shown on their Spy board: Spycraft, Persuasion, Deception, Athletics, and Hand to Hand. The number above each Basic Skill is its level. These are used in the Tests in Encounters.

When the game directs you to raise a Skill, move the Skill tracking token for the named Skill one space to the right on your Spy board, if possible.

When the game directs you to lower a Skill, move the Skill tracking token for the named Skill one space to the left on your Spy board, if possible.

Note: The term Skill generally refers to a spy's Basic Skills. Advanced Skills are always mentioned precisely by name.

Advanced Skills

Advanced Skills are the elite training and experience that UN Spies bring to their missions…

In many Encounters, having a listed Advanced Skill will give you a bonus on your Test or even allow you to automatically pass the Encounter.

Whenever you gain an Advanced Skill, choose one from the pool of available Advanced Skills that you don't already have, and add it to your Spy board.

Your Spy board has spaces for 7 Advanced Skills. If you would gain an 8th, you may replace one that you already have.

If an entry directs you to gain an Advanced Skill that you already have, do not gain a second copy of that Skill.

Tests

Tests occur in Encounters when the story requires your Spy to perform an important task. Tests require Spies to use their Basic and Advanced Skills. Passing will gain you rewards, growing closer to defeating Dr. Lobo. Failing them advances Dr. Lobo on the Lobo track and can also have a more... unpleasant outcome.

Tests are resolved by rolling Skill dice, or in some cases, can be automatically passed by having specific Advanced Skills. You Test one of the mentioned Basic Skills by rolling a number of dice equal to your level in that Skill, always rolling a minimum of 1 die.

You pass if you have the required number of successes as indicated in the Encounter or if the encounter says you pass. Most of the time, it is only 1 success needed (no number is shown).

However, sometimes you will see a number in brackets [#]. When a bracketed number is shown, you must roll that many successes to pass the Encounter.

How to Roll a Test. To roll a Test, gather a number of Skill Dice equal to your current level in that Basic Skill. You may spend any amount of Resolve to treat that Skill as 1 level higher than it is for each Resolve spent.

If your level is 1 or less, you roll 1 die. Once you have your dice, roll them and count the number of successes. If needed, you may spend Resolve in order to change Resolve icons into successes.

Example A: Spycraft +2 [2]. Roll a number of Skill dice equal to your Spycraft Skill +2, needing [2] successes. If your Spycraft Skill was 2, you would roll 4 dice.

Note: Some Tests give you a bonus or penalty to your Skill, such as "Spycraft +2" or "Athletics -1"). This is applied before Skill dice are rolled. If your Skill ever goes below 0, you still roll the minimum of 1 die.

Using Resolve to Add Skill Dice. You may spend any amount of Resolve to treat your Skill as one level higher than it is for each Resolve spent. While on your Spy board, you may only have up to a level of 5, you may spend Resolve to go up to 6.

If you have a Skill level of 0 or below due to penalties, you must spend enough Resolve to raise your Skill level above 1 to roll more than the minimum 1 die.

Example B: A Spy with a Skill level of 0 rolls the minimum of 1 die. To roll a second die, they'd need to spend 2 Resolve to treat their Skill level as a 2.

Example C: Nikita's Encounter says "Athletics -2 [2]", meaning she needs [2] successes with a -2 Penalty in Athletics to pass. Nikita has a 1 in Athletics, but with the -2 Penalty, it brings her to a -1 Skill level. She would only roll the minimum 1 die, and would be unable to get 2 successes to pass. Nikita really wants to succeed at this test, and is willing to spend a few Resolve to gain extra dice. Nikita must first spend 2 Resolve to get back to a Skill level of 1. She then decides to spend 2 more Resolve to gain +2 dice to her roll, making the dice pool 3 dice total. Skill Level 1 -2 = -1 Skill level. Spending 4 Resolve adds +4, bringing her Skill level to 3, for 3 dice.

Changing Resolve Icons to Successes. During Test rolls, you will often roll the Resolve icon on the Skill die, this means that you can spend a Resolve in order to change that icon to a Success. You may do this as many times as you roll a Resolve icon if you have enough Resolve points to spend.

Passing and Failing Tests. If you roll the required number of successes, read the PASS result. Otherwise, read FAIL.

"Pass if" and "Pass with." Some tests will allow automatic passes if the Spy attempting them has a specific Status card or Advanced Skill.

Example D: Test Athletics (Pass with Adventuring). In this case, you would roll a number of Skill dice equal to your Athletics Skill, needing 1 success. If you have the Advanced Skill "Adventuring", you automatically pass without rolling dice.

Bonuses and Penalties to Tests ("+X if" and "+Y with" & "-X if" and "-Y with"). Some tests have bonuses or penalties depending upon the Basic Skill used or if the Spy attempting them has a specific Status or Advanced Skill.

Bonus Example E: Test Persuasion [2] (+1 with Seduction). Roll a number of Skill dice equal to your Persuasion Skill, needing [2] successes. If you have the Advanced Skill Seduction, roll that many dice plus 1.

Penalty Example F: Test Spycraft -2 or Hand to Hand -1 [2]. You choose to either test your Spycraft or your Hand to Hand. If you choose Spycraft, you would roll a number of Skill dice equal to your Spycraft Skill -2, needing only 1 success. If you choose Hand to Hand, you would roll a number of dice equal to your Hand to Hand Skill -1, needing [2] successes.

Important Reminders about Tests:

Some Tests allow you to choose which Basic Skill to use on a Test and might have different modifiers.

You may never roll more than 6 Skill dice on a Test.

You never roll less than 1 die. Even if your Skill level is 0 or less, you always roll at least 1 die.

Before rolling dice, you may spend any amount of Resolve to treat the tested Basic Skill as though it were 1 level higher than it is for each Resolve spent. This does not increase that Skill permanently.

If you roll a Resolve result on the Skill die, you may spend 1 Resolve to turn that into a success.

Encounter Results

When you pass or fail your Encounter, read the corresponding section aloud.

If you pass an Encounter while not in an Epic Showdown, after reading the PASS entry, gain the bonus from your current location and collect any listed rewards. If you have a Secret Mission in your current location, collect its reward, then discard it. (see Secret Mission cards, page 16)

If the PASS entry instructs you to place Intel on the board, you do not collect that Intel, even if it is placed in your current location.

If you fail an Encounter while not in an Epic Showdown, advance Dr. Lobo by moving his token 1 space toward the Round tracking token and take any penalties listed in the FAIL entry. Remember, the Dr. Lobo token moves on the triangular spaces.

Note: Some Encounters will move you on the gameboard. In this case, you gain the location bonus and resolve Secret Mission cards based on your final location at the end of the Encounter, not where you began.

Gamble Action

Sometimes you've gotta risk it all...

When the Encounter book directs you to make a Gamble action, you must wager 1 to 6 Intel from your pool. Then, roll a number of Skill dice equal to your wager. If you roll at least 1 success, you win! If you do not roll at least 1 success, you lose.

On a win: Return the wagered Intel to your pool and read the PASS result.

On a loss: discard the wagered Intel and read the FAIL result.

The Gamble action is not a test, and effects that interact with tests do not affect the Gamble action unless otherwise specified.

If you have no Intel in your pool when directed to make a Gamble action, you automatically lose. Most gambling Encounters will give you 1 Intel to wager.

Alert: Resolve may not be used during Gamble actions.

Resolve

Sometimes you have to grit your teeth and push through. Resolve helps you when the going gets tough (and it's always tough).

You may spend any amount of Resolve, but it's hard to get back, so save your efforts for those extra pushes!

You may spend 1 Resolve when moving to move an additional space.
You may spend 1 Resolve to treat your Skill level as one higher than it is, before rolling dice. (See Using Resolve to Add Skill Dice, page 13)
You may spend 1 Resolve to turn the Resolve side of the Skill die to a success.

Alert: Remember, in an Epic Showdown, you may spend Intel from the pool as Resolve! (See Epic Showdowns, page 19)

Additional Rules

Board Spaces

Location: All Spaces on the board are either Cities (such as New York) and Ocean Spaces (such as the North Atlantic Ocean). They will be referenced by Secret Missions and other game text.
Airports: When a Spy is moving from an Airport space, they may move to any Airport space on the board.
Lair: When a Spy has an Encounter at a Lair, do not roll the Fate die. Instead, they choose a Response and resolve the Encounter as though the Fate die roll was a "5". During the game, Lairs will gain Intel at times indicated on the Lobo track.
HQ: HQ spaces are sometimes referred to in Encounter or Status text. Resting at an HQ always restores your health and resolve to their maximum values.
Basic Skill Space: When a Spy passes an Encounter at a space with a Basic Skill symbol, they raise the Skill with the matching symbol.
Advanced Skill Space: When a Spy passes an Encounter here, they gain an Advanced Skill of their choice.
Gadget Space: When a Spy passes an Encounter here, they draw a Gadget card.
Resolve Space: When a Spy passes an Encounter here, they gain 1 Resolve.

Secret Mission Cards

Directives from The Director… get these done as soon as possible!

Each Secret Mission card lists a Mission Region, Mission Name, Mission City, and Mission Reward options.

Each player always has 2 Secret Mission cards, which can be kept face up near your Spy board.

At the end of an Encounter in the Mission City listed on one of your Secret Missions, you either pass or fail your Secret Mission.

If you pass the Encounter, you pass the Secret Mission. Choose and gain one of the two rewards listed, discard the Secret Mission card, and immediately draw a replacement.

If you fail the Encounter, you failed the Secret Mission. Discard the Secret Mission card and immediately draw a replacement.

You may only pass or fail one Secret Mission per Encounter, and cannot complete them during an Epic Showdown.

If the deck of Secret Mission cards runs out, shuffle the discard and form a new deck.

Region Bonus

Each region on the board has a Region Bonus that can be used on a player's turn if they are in any location in that region. The Ocean does not have a Region Bonus.

Example: If you're in Europe, you may spend 2 Intel and gain 1 UN Transport Token.

Gadget Cards

You never know what a master spy is capable of.

Some Spies start out with Gadget cards, but they can also be found while playing the game. Gadget cards can be kept face up near your Spy board. When you play a Gadget card, resolve its effect, then discard it unless it says otherwise. You may play Gadget cards any time during your turn, or when instructed to on the card.

If the deck of Gadget cards runs out, shuffle the discard and form a new deck.

Intel

Do you expect me to talk? No, I expect you to die!

Intel is shared between all players as a pool of tokens kept in the Intel pool area on the gameboard. All gained Intel is placed into the Intel pool and can be spent by any player.

If you end your movement on a location with Intel on it, you gain all Intel at that location.

You can spend Intel for a Region Bonus, or at the end of a round to confront a Henchman for an Epic Showdown. During an Epic Showdown with a Henchman or Dr. Lobo, Intel can be spent as Resolve. (See Spending Intel in Epic Showdowns, page 19)

Status Cards

The life of a Spy leaves its mark on the world… and on the Spy.

The Status deck contains unique effects that are applied to Spies. When you're asked to gain a Status card by an Encounter, it will always specify the name of the Status. Search the Status deck until you find that card, and place it face up near your Spy board. If an entry directs you to gain a Status that you already have, or all copies of that Status are currently in play, do not gain the Status.

Each Status card shows its Name, Card Effect, and Discard Effect, along with flavor text.

Companions: Some of the Status cards represent unusual allies or enemies you've made during your mission. These orange companion Status cards often affect multiple players.

Tip: The Status deck should be kept in alphabetical order and is never shuffled. If you discard a Status, we recommend sorting any discarded Status cards alphabetically back into the deck as they are discarded.

Injuries and Dying

When a Spy takes injuries, move their Injury tracking token down on their Spy board. If they would ever go to zero or below on their health track, they die.

When a Spy dies, their player returns their Spy sheet to the box and discards all Statuses, Gadgets, Advanced Skills, and Secret Missions they have collected.
That player chooses a new Spy, taking the corresponding sheet and standee and setting up their Spy board as though the game had just begun, except that they start with 2 less Resolve.
The new Spy is placed on any unoccupied HQ space.

Note: When choosing a new Spy sheet, you cannot select one of the "Double Agent" Spy sheets for a Henchman sheet currently in play. If all Spy sheets in the box have been used, you may select a Spy that has already been used in this game. Maybe the UN has invented cloning. Who knows?

If a Spy dies while facing a Henchman or Dr. Lobo, they are removed from the Epic Showdown. They can read for the other players, help with discussion and strategy but cannot participate in tests.

If all players die during a Henchman Epic Showdown, read the conclusion as directed before returning to the main board and have players select a new Spy as shown above.

If all players die during an Epic Showdown with Dr. Lobo, the game ends and Dr. Lobo wins. The Agents of SMERSH have killed the last of the Spies and are now able to enact their plans for total world domination!

Epic Showdowns

Epic Showdowns are brand new in the Epic Edition of Agents of SMERSH. In an Epic Showdown, you'll Encounter Dr. Lobo's Henchmen and inevitably, Dr. Lobo in a high-stakes narrative confrontation.

Each Epic Showdown is made up of a series of Encounters, and players are told which Encounters they should read next based on their actions and choices.
When you confront a Henchman or Dr. Lobo to begin an Epic Showdown, all players in the game whose Spies are still alive participate. Once the Epic Showdown begins, players stop interacting with the map, moving, Resting or taking normal actions until the Epic Showdown is complete.
An Epic Showdown ends either when all Spies die, or when a Conclusion is read. Epic Showdowns must be fully completed before returning to the main gameboard.

Alert: If all Spies die in a Lobo Epic Showdown, the players LOSE!

Epic Showdown Encounters

In each Epic Showdown Encounter, after the details of the test are read aloud, you may choose any Spy that is still alive to take that test or Gamble action. Only their Skills, Statuses, and Gadgets may be used to pass it.

Spending Intel in Epic Showdowns

During an Epic Showdown, any player may spend Intel from the pool as though it were Resolve.

Tip: The Intel pool is shared between all players, so communicating about when to spend it as Resolve is a key part of Epic Showdowns with 2-4 players.

Success Tokens

Some Epic Showdown Encounters direct you to gain a Success token.

In a Henchman Epic Showdown, you count and place Success tokens on that Henchman sheet. In a Dr. Lobo Epic Showdown, you'll place Success tokens in the Intel pool.

In order to win against a Henchman or Dr. Lobo, you'll need a specific number of Success Tokens. After a Henchman Epic Showdown is complete, remove all Success Tokens from their sheet.

Henchmen

Dr. Lobo and SMERSH are aided by a number of dastardly Henchmen across the globe. In each game, you'll confront one of these fiends during your mission by spending Intel to sniff them out.

Henchman Epic Showdowns

At the end of a round, you may pay Intel corresponding to the number of players in your game as shown on the Henchman sheet to confront that Henchman in an Epic Showdown.

For example, if you were playing with 2 players and the Pierre Henchman sheet, you'd need to spend 6 Intel.

Choose a player to read from the Epic Showdown Book. Turn to the first page of the section for the Henchman you are confronting. Read their introduction, then proceed to Encounter 01 for that Henchman.

When playing with more than 1 player, we recommend that when you are chosen to face a Test, let another player read and vice versa. As in all Encounters, this helps keep the Pass/Fail results secret until any Tests are made.

Important: Failure in Henchman Epic Showdown Encounters does NOT advance the Dr. Lobo Track.

Tip: Since you can spend Intel as Resolve in Epic Showdown Encounters, try to build up extra Intel before confronting a Henchman or Dr. Lobo. You never know when it might come in handy!

Tip: Pay close attention Agents — your confrontation may contain clues about how to defeat Dr. Lobo!

Defeating a Henchman and Conclusions

When you are directed to read a conclusion, find it in the back of that Henchman's section. After reading a Henchman's conclusion, return to the world map to begin the next round of play.

If playing with multiple Henchmen (See Variants, page 23), prepare to face them by collecting additional Intel. If there are no more Henchmen left to face, continue play as normal to prepare for the final Epic Showdown with Dr. Lobo.

If you fail to defeat the main Henchman selected for your game, when you confront Dr. Lobo, that Henchman will reappear in the story to assist Lobo.

Dr. Lobo and the Lobo Track

At the end of a round when the Round tracking token has advanced past the Lobo token, it is time to confront Dr. Lobo in an Epic Showdown and put a stop to the evil genius's plans once and for all!

Note: You do not have to defeat the Henchman in order to face Dr. Lobo. You will face Dr. Lobo in every game at the end no matter what. However, it is easier to defeat Lobo if you have defeated the Henchman first.

Advance and Retreat Dr. Lobo

When you are instructed to advance Dr. Lobo, move the Dr. Lobo token 1 space (red triangles) toward the left-hand side of the Lobo track. Remember, each time you fail an Encounter that isn't part of an Epic Showdown, you advance Dr. Lobo. If an effect tells you to retreat Dr. Lobo, move the Dr. Lobo token 1 space toward the right-hand side of the board.

Dr. Lobo Epic Showdown

Turn to the Dr. Lobo section (A, B, C, or D) indicated on the Henchman sheet for this game. Begin reading with Encounter 01.

Defeating Dr. Lobo and Conclusions

Live for something or die for nothing.

When you are directed to read a conclusion, find it in the back of that Lobo's section.

If you fail to defeat Lobo or if all players die during the Epic Showdown with Dr. Lobo, the players lose the game!

Variants

Variant — Multiple Henchmen

You can also play Agents of SMERSH with multiple Henchmen in a single game. This will result in a longer, more difficult, and of course, more Epic game.

During setup, choose how many Henchmen you want to play against. You can choose to face 2-4 Henchmen.

Depending on how many you choose, place the Dr. Lobo token on the line just after the corresponding space of the Lobo track.

1 Henchman (normal game)	2 Henchmen	3 Henchmen	4 Henchmen
After the 10	After the 12	After the 14	After the 16

When playing with multiple Henchmen, choose one of them to be the main Henchman during setup. You only face the Dr. Lobo Epic Showdown of the main Henchman.

Epic Showdowns with Multiple Henchmen. When you face multiple Henchmen, one of them will be selected as the main Henchman. That Henchman's Dr. Lobo Epic Showdown will be read at the end of the game.

A. You have to face the other Henchmen before facing the main Henchman. You may confront the other Henchmen in any order as long as the main Henchman is last.

B. When you face other Henchmen that are not the main Henchman, defeating them will retreat the Lobo tracker. If you fail to defeat them, the Lobo tracker moves closer, but the secondary Henchmen will not assist Lobo.

C. If you fail to defeat the main Henchman, the main Henchman will reappear to assist Dr. Lobo when you confront him. Pay attention — your main Henchman may contain clues about how to defeat Dr. Lobo!

Variant — Double Agents

"No no no, you were playing both sides."

Double Agent Spy Sheets. Lobo's Henchmen have turned against him! These special Spy sheets allow you to play as one of the Henchmen, becoming a double agent traitor against Lobo.

Double Agent Rules. Normally, these Spy sheets cannot be used with the Henchman sheet showing the same character. This also means you cannot play a 4 player game in which every player uses a Double Agent sheet.

Some Encounters in the Encounter book begin with the line, "If the [NAME] Henchman sheet is in play and you have already confronted them, reroll the Fate die for a new Encounter." When playing with the Double Agent Spy sheets, follow this instruction.

Variant — Henchman Clones

Looks like R&D has finally perfected cloning — why not use Lobo's finest against 'em?

If you'd like, you may ignore the Double Agent rules above and play these sheets just like normal Spies, including against their own Henchman sheets.

If you do, ignore the first paragraph of text on the Double Agent Spy sheet.

Symbol Reference

Dice Symbols: Success, Fail, Resolve, Gain Resolve and Reroll.

Basic Skill: Athletics, Deception, Hand to Hand, Persuasion, Spycraft.

Advanced Skill: Adventuring, Detection, Disguise, Electronics, Lockpicking, Seduction, Speed, Stealth, Vehicle Use, Weapon Use.

Other Symbols: Airport, Intel, Gadget Card, HQ, Lair, Resolve, UN Transport, Place Intel on each Lair.

Credits

Epic Edition Game Design: Chris Batarlis and Cooper Stephen

Original Game Design: Jason Maxwell

Writing - Encounter Book: Jason Maxwell, Dan Booth

Writing - Epic Showdown Book: Chris Batarlis, Cooper Stephen

Character Illustrations: Shane Braithwaite

Additional Illustration: Dann May

Graphic Design: Dann May, Jason Tam

Art Direction: Chris Batarlis

Development: Cooper Stephen, John Brieger, Brenna Noonan, and Chris Batarlis

Editing: John Brieger, Chris Batarlis

Epic Edition Playtesters: Nick Rosener, Brian McKay, Nick May, Kira May, Michael Dunsmore, Martin Gonzalvez

Editing - Original Game: Dan Booth, Sheena Maxwell

Proofreaders - Original Game: Matt Smith, Jeremy Reed, Troels Villy Larsen, Robert Fairle-Cuninghame

Playtesters - Original Game: Sheena Maxwell, Aaron Scott, Jess Scott, Richard Launius, Steve Avery, Frank Branhamtel