Queen by Midnight: Quarter Past Rulebook

Table of Contents

Table of Contents

• How to Use This Rulebook
• Components
• General Card Anatomy
• Setup
  • Gameboard Setup
  • Repertoire Board Setup
  • 2 Player Setup
• The Basics
  • Health
  • Clout
  • The Bazaar
  • Princess' Vaults
  • Card Classes
• Gameplay
  • On Your Turn
• Playing Cards
  • Utility
  • Attack Cards
  • Reaction Cards
  • Dealing Damage
  • Summons
  • EXPANSION: Trap Cards
  • EXPANSION: Neutral Cards
  • Ultimate Cards
  • EXPANSION: Event Cards
• End of the Round
• Inner Circle
• End of the Game
• Playing with the Core Game
• Glossary
• The Characters
  • Azil with-a-Z
  • Elise LeKraken
  • Kāhurere Skyfisher
  • Qasima Al-Basar
• Twelvefold & The Rule by Midnight
• Frequently Asked Questions (FAQ)

How to Use This Rulebook

This rulebook is a resource to setting up and getting started with Queen by Midnight: Quarter Past. It is also a helpful guide to look up information about certain cards and rules as you play. If at any point you find a term that you don't know, check the GLOSSARY on page 11.

• Start by organizing the components using the card anatomy references and components guide on page 1 and 2.
• Then follow the step by step set up instructions on page 3.
• After the game is set up, read through the On Your Turn section on page 6 to learn what actions you can take on your turn. Then review the End of Round and End of Game sections to get a sense of how the game will progress.

This should give you everything you need to start playing the game.

Other sections that are helpful to review are the Playing Cards section (page 7), which will go over each card type and how they are played. There is also the Inner Circle (page 9), which covers an important mechanic for games with player counts of more than 3.

Components

• 2 six-sided dice
• 27 Afternoon Bazaar cards
• 27 Twilight Bazaar cards
• 26 Midnight Bazaar cards
• 60 Princess Vault cards (15 for each Princess)
• 8 War Chest cards (2 for each Princess)
• 4 Ultimate War Chest cards (1 for each Princess)
• 10 Princess Trap cards (Kāhurere Skyfisher)
• 40 Starter cards (10 for each Princess)
• 4 Inner Circle/Ultimate cards (1 for each Princess)
• 1 Grow/Shrink token (Azil with-a-Z)
• 1 First Player token
• 24 Loyalty tokens
• 30 Level tokens
• 6 Clout markers
• 6 Health markers
• 24 Declaration cards
• 4 Clout & Health trackers
• 4 Princess Repertoire boards (1 for each Princess)
• 1 Clock board

General Card Anatomy

Card anatomy (callouts as printed on the rulebook diagram)

• TO BUY COST
• TO PLAY COST
• CARD TYPE
• WAR CHEST
• CARD CLASS
• UNIQUE PRINCESS DETAILS
• CARD TYPE ICONS

Princess identification (the Princess names printed in the anatomy key)

• Azil with-a-Z
• Elise LeKraken
• Kāhurere Skyfisher
• Qasima Al-Basar

Card decks

• Bazaar deck (silver): the shared market cards.
• Starter deck (bronze): the 10 Starter cards each Princess begins with. Your 10 Starter cards also have your Princess' portrait above the card title.
• Princess deck (gold): the Princess Vault cards.

Card type icons

• Attack
• Utility
• Summon
• Reaction
• Boon
• Bane
• Event (EXPANSION)
• Trap (EXPANSION)

EXPANSION: New card class and card types. Learn more about EVENT and TRAP card types on page 8.

Setup

Gameboard Setup

1. Place the Clock Board in the middle of the table.
2. Set the clock hand to the appropriate time based on the number of players.
   • a. In a 2 or 3-player game, move the hand to 1.
   • b. In a 4-player game, move the clock hand to 2.
3. Separate the 3 types of Bazaar cards into separate face down stacks: Afternoon, Twilight, and Midnight. Shuffle each stack of Bazaar cards separately.
4. Place the Afternoon Bazaar deck face down on the Bazaar deck space next to the Clock Board. Reveal the top 3 cards of the Afternoon Bazaar deck and place them under the 3 market slots beneath the Clock Board.
5. Set the Twilight and Midnight Bazaar decks face down near the Clock Board.
6. Roll 2 dice to determine the order of play. The highest roll wins. If there is a tie, all tied players roll again until a winner is determined. The winner receives the First Player Token.
7. Select a color of Clout/Health Markers and in a game with 4 or more players take the Declaration cards of the corresponding color.
8. Determine how players choose the Princess character they wish to play:
   • a. Shuffle and randomly assign.
   • b. Starting with the last player and going counter-clockwise, each player chooses a Princess to play.
9. After selecting your Princess, take the corresponding:
   • a. Princess Repertoire board. (Check the back of your Repertoire board for more information about your chosen Princess.)
   • b. Health and Clout Tracker.
   • c. Sets of cards that match your Princess:
     • i. 10 Starter cards
     • ii. 15 Princess Vault cards
     • iii. 3 War Chest cards that contain 2 cards with the war chest symbol and 1 Ultimate Art card

EXPANSION: Choosing Azil-with-a-Z or Kāhurere Skyfisher

• The player who chooses to play AZIL WITH-A-Z also takes the Grow/Shrink Token, flips it like a coin, and places it with the face up on her repertoire board in the indicated spot.
• The player who chooses to play KĀHURERE SKYFISHER also takes the 10 card Trap deck and shuffles it into her Vault deck.

Repertoire Board Setup

Next, players should:

1. Place your Health and Clout tracker above your Repertoire board. Set your Health Marker at 30 and leave your Clout Marker off the board as you will start with 0 Clout.
2. Place the 3 War Chest cards next to your Repertoire board in the indicated space face up.
3. Shuffle the remaining Vault cards and place them in the Vault deck space next to their Repertoire board. Then, reveal 3 Vault cards face up onto the spaces on their Repertoire board.
4. Shuffle your Starter cards and place them face down next to the deck space. Draw 5 cards into their hand.
5. Return all unused Princess Repertoire boards, cards, and markers to the box.

Refreshing your Vault deck: You may only refresh the Bazaar and your Vault once on your turn.

2 Player Setup

1. When setting up for a 2-player game, remove the following cards from the Twilight Bazaar deck:
   • Promise of Peace
   • Promise of Inspiration
2. If you are playing with the Core game Bazaar decks, remove:
   • Trade Agreement - Afternoon deck
   • Power Pact - Twilight deck

The game is ready.

The Basics

Queen by Midnight: Quarter Past is a deck builder which means that players will start with a deck of simple cards that they will grow into a powerful deck by buying advanced cards and removing starter cards. Players will purchase cards that will eventually be shuffled into the rest of the deck to steadily grow stronger over the course of the game. While each Princesses' cards, boards, and powers are all a little different, there are some aspects of the game that are universal for all Princesses.

Health

Princesses begin with 30 Health (HP). Move your Health Marker along your Health and Clout Tracker when losing or gaining HP. You may never have more than 30 HP. If your HP drops below 1, your Princess is eliminated from standard play. See Page 9 for rules on declaring your allegiance to another Princess after elimination.

Clout

Whenever you earn or spend Clout, adjust your Clout Marker accordingly. Clout remains in your Repertoire until it is used, removed, or stolen. Every card has a "To Buy" and a "To Play" cost. When you first purchase a card, pay the "To Buy" cost in Clout. You must pay the "To Play" cost in Clout each time you play/activate a card. If you do not have the Clout required to play a card, you cannot play it. Princesses start at 0 Clout, with their Clout Marker removed from the Health and Clout Tracker.

The Bazaar

The Bazaar is a market available to all players on their turn. Spend Clout to purchase cards that go face up into your Archive. Players may only purchase cards that match their class (e.g. only characters with the Brawler type may purchase Brawler cards). Once per turn, you may spend 2 Clout to refresh the Bazaar in addition to purchasing any cards. When a card is purchased from the Bazaar, it is immediately replaced with a new card from the current Bazaar deck. Keep in mind that as the Clock advances more powerful cards will become available.

Princess' Vaults

While the Bazaar is a market for all players, each Princess has their own Vault with cards specifically for them. Spend Clout to purchase cards that will go face up into your Archive. When a card is purchased, replace it with a new card from your Princess' Vault. You can also spend 2 Clout to refresh your Vault once per turn.

Card Classes

There are four classes of cards in Queen by Midnight Quarter Past:

• Brawler (brute force and martial prowess)
• Caster (arcane energies and mystical secrets)
• Schemer (underhanded trickery and masterful plotting)
• Neutral (can be used by any Princess regardless of class)

EXPANSION: New class: Neutral cards. Learn more on Page 8.

Every Princess has access to 2 of these Classes. Their proficiency with each is represented as a Level. Your Princess' base Major and Minor Levels are indicated on the top right and left corners of their Repertoire. Keep track of your Levels with Level Tokens placed in your Repertoire because they may change (by your own volition or not!), and they can determine the numerical outcomes of certain cards.

EXPANSION: Azil with-a-Z class special rules

Azil with-a-Z has the unique power to switch between 2 different Classes as a part of her abilities. She still can only buy and play cards of the Class she is currently playing.

Gameplay

Beginning with the first player and continuing clockwise, Queen By Midnight takes place over several rounds. After all players have taken their turn, a new round begins. Signify the new round by moving the Clock hand to the next highest number chronologically. If at any point only 1 player remains, the game ends immediately. Otherwise, when the Clock Hand reaches Midnight, the game ends.

On Your Turn

On your turn, you may perform any of the following actions in any order. You may perform actions multiple times unless stated otherwise.

• PLAY YOUR CARDS: Play any number of cards from your hand, paying the Clout for each card played.
  • Playing cards is a specific action that means paying the "To Play" cost of the card and placing it into the Archive or Armory depending on the card type.
  • Place Reaction cards: Place any number of Reaction cards face down into the Armory below your Repertoire board.
  • Your Armory can have any number of Reaction cards within it. Reactions are usually activated on other Princess' turns but some cards can be activated on your turn.
  • To activate a Reaction card, it must have its condition met. Reveal the card and pay its "To Play" cost, resolve the card, and place it into your Archive.
• PURCHASE CARDS: Purchase any number of cards from your Vault or from the Bazaar using Clout to pay the "To Buy" cost. Purchased cards are placed face up in your Archive.
  • Whenever a card is purchased from the Vault or the Bazaar, it is immediately replaced with a card from its respective deck.
  • When cards are purchased from anywhere, they are placed in your Archive by default. Certain cards can go to other areas depending on their effects.
  • Princesses can only purchase or play cards that match one of their 2 classes.
• REFRESH VAULT: Spend 2 Clout to send all face up cards in your Vault to the bottom of your Vault deck and then refill with 3 more. This action can only be taken once per turn.
• REFRESH BAZAAR: Spend 2 Clout to send all face up cards in the Bazaar to the bottom of the Bazaar deck and then refill with 3 more. This action can only be taken once per turn.
• ARCHIVE YOUR HAND & END YOUR TURN: When your turn ends, you may choose to place any cards from your hand into your Archive, ignoring any Play or Discard effects. Then draw new cards up to the current hand limit.

When your deck runs out: When your deck runs out—or there are not enough cards remaining to refresh your hand—shuffle your Archive and place it face down to create a new deck.

Example: Elise has 5 cards in her hand. She plays 3 cards during the course of her turn. She isn't excited about the 2 cards remaining in her hand, so she decides to Archive them and draw a full new hand of 5. Play proceeds to the next Princess. On Elise's next turn, the hand limit has been increased to 6. She draws her additional card at the start of her turn when the hand limit increases. She plays 4 cards. She decides to keep the 2 remaining in her hand. She draws 4 new cards up to the hand limit of 6. Play proceeds to the next Princess.

Playing Cards

Utility

Utility cards have effects which include granting Clout, healing HP and generating advantages against other Princesses. When playing a Utility card, pay its "To Play" cost, resolve the card text and place the card in your Archive.

• When played, Utility cards go into the Archive by default, but sometimes they will be Banished depending on the card ability.

Attack Cards

Attack cards are how you deal damage and defeat your opponents! For additional details on Attack cards see page 11. To play an Attack card, follow the steps below:

1. Select an Attack card from your hand to play.
2. Pay all costs required to play the card.
   • If a card or effect is negated, the "To Play" cost isn't refunded.
3. Select 1 or more targets for the card effect.
4. Each targeted player may activate a Reaction card in response.
   • If multiple targeted opponents wish to use Reaction cards, each player must declare and fully resolve their Reaction one at a time in turn order.
5. Apply the effects of the played card to all targets who did not negate the effect.
6. Place the Attack card in your Archive.

Reaction Cards

Reaction cards are a unique card type that must be played face down in your Princess' Armory during your turn. Reaction cards remain face down in a Princess' Armory until they are activated or dismissed by another effect. They are your only line of defense against an opposing player's Attacks, so use them wisely! To activate a Reaction card, perform the following steps:

1. Select a Reaction card in your Armory.
   • The Reaction card must be able to target the player or effect which is targeting you or one of your Summons.
   • Reactions to Attack cards happen after the "To Play" cost is paid, but before any of the effects of the card resolve. Some Reaction cards must be activated in response to other effects like damage. Activate these Reaction cards after the other effects resolve.
2. You can activate Reaction cards within your Armory by paying all costs associated with the card.
   • This includes any optional costs to enhance an effect.
3. Reveal and apply the effects of the Reaction card.
4. Dismiss the Reaction card to your Archive.

Don't forget to account for changes in your Level as you play. Gaining (or losing) a Level increases (or decreases) both your Major and Minor damage in that Class by 1. Increases and decreases in your Levels are often temporary and can be tracked with the provided Level Tokens.

Dealing Damage

Some cards and effects will instruct you to deal either Major or Minor damage based on the Class of the Attack. When dealing damage or resolving an effect that calls for Schemer, Brawler or Caster, check the corresponding Class on your Repertoire board and deal your Level in damage, either Major (the larger number) or Minor (the smaller) as instructed by the card.

Elise LeKraken would deal:

• Major Schemer Damage: 5
• Minor Schemer Damage: 3
• Major Caster Damage: 4
• Minor Caster Damage: 3

Don't forget to account for changes in your Level as you play. Gaining (or losing) a Level increases (or decreases) both your Major and Minor damage in that Class by 1. Increases and decreases in your Levels are often temporary and can be tracked with the provided Level Tokens.

Summons

A Summons is a helper that players can call forth when playing certain cards in their Armory. When Summons are played, they are placed in your Armory and gain a number of Loyalty Tokens equal to the amount stated on the card. Princesses can use Reaction cards to protect their Summons.

Damage:

• When selecting targets for an Attack card, a player may select an opponent's Summon.
  • Any damage dealt, or Clout stolen, results in the Summon losing Loyalty.
• When a Summon reaches 0 Loyalty, its card is dismissed from the Armory.
• When Attack cards target Summons, you may activate Reaction cards within your Armory by paying all costs associated with the card.

EXPANSION: Trap Cards

Trap cards are found in Kāhurere Skyfisher's vault deck. They are unique because when purchased, they go into an Archive of another Princess of Kāhurere's choice. They can be played by any Princess and give Kāhurere a benefit when they are played, but allow the trapped player to draw a card. They count as a card in your deck, hand, and Archive, meaning that they can be Banished by player effects.

EXPANSION: Neutral Cards

Neutral cards that can be bought/played by Princesses of any class. They can be found in the Bazaar deck. They still follow the rules of their card type.

Ultimate Cards

Ultimate cards are split into 2 parts:

• The Ultimate Art card, which starts the game in the War Chest, can be bought like any other War Chest card after round 8.
• The Ultimate/Inner Circle tarot card describes the effect of the Ultimate Art card when played. These cards have powerful effects that you should take some time with your table to review.

EXPANSION: Event Cards

Event cards are a new type of Bazaar card. They only have a buy cost. As soon as a Princess buys one, they must resolve the effect of the card and then Banish it immediately unless otherwise stated on the card. If an event card is drawn for any reason, it must be resolved or it is Banished immediately.

End of the Round

After all players have completed one turn, advance the Clock hand. Certain events are triggered when the Clock hand reaches particular hours.

When the clock strikes 5:

1. Remove all available Afternoon Bazaar cards, the Afternoon Bazaar deck, and the discard from the Bazaar.
2. Place the Twilight Bazaar deck in its space next to the Clock Board and reveal the top 3 cards.
3. All players increase their hand limit to 6 cards. Players draw the additional card at the start of their turn.

When the clock strikes 6 (4+ players only):

1. Not every Princess will make it to the end, so now is the time to determine your allegiance if you don't survive.
2. In a game with 4 or more players, all players have time to discuss who they will (or will not) pledge their allegiance to if they are eliminated. Promises are not binding, and players should not reveal their final decision to others.
   • NOTE: This should be a freeform discussion. Consider setting a timer if needed.
3. Once all players have decided their allegiance, or when the timer expires, each player secretly places a Declaration card on their player board with the corresponding color of the Princess they wish to declare for.

When the clock strikes 8:

1. Remove all available Twilight Bazaar cards, the Twilight Bazaar deck, and the discard from the Bazaar.
2. Place the Midnight Bazaar deck in its space next to the Clock Board and reveal the top 3 cards.
3. Cards stashed in a player's War Chest are now available for purchase. Like other cards, they can be purchased with Clout. All 3 cards are available; they are not part of a player's Vault.
4. All players increase their hand limit to 7 cards. Players draw the additional card at the start of their turn.

When the clock strikes 11 (4+ players only):

At the start of each player's turn, that player can flip over their Declaration card and their Ultimate/Inner Circle card to become the advisor for their declared Princess instead of taking their turn. (See page 9 for more details.)

Transcriber note: the printed page 9 repeats the fragment "card at the start of their turn." after this paragraph. It is a layout artefact of the printed page and is not transcribed as a rule.

When the clock strikes 12:

The game is over.

Inner Circle

If at any point a player is eliminated and there is more than 1 other player left in the game, the eliminated player reveals who they pledged their allegiance to. If the pledged Princess does not already have an Advisor, that player joins the Princess' Inner Circle and becomes their Advisor.

• Princesses cannot decline a player's allegiance.
• If a player has declared for the Princess that eliminated them, they are permanently eliminated and cannot become an Advisor.
• Princesses can only have one Advisor.
• If a player reveals their Allegiance and the Princess already has an Advisor, then the player is permanently eliminated.

The Advisor flips their Ultimate card to reveal their Inner Circle card. Each Inner Circle card has 2 possible abilities. During their turn, the Advisor must activate 1 ability from their Inner Circle card. When the Inner Circle card refers to a Leader, that is the Princess they are advising.

When the clock strikes eleven, players have the opportunity, at the start of their turn, to flip over their Declaration card and become an advisor instead of taking their regular turn. They will choose 1 of their 2 advisor abilities, which will be their final action for the game. Players cannot take this action if their declared Princess has already been eliminated or if they already are or have an advisor. This action is the chance to solidify your alliance to a Princess that you expect to win or if you believe being an advisor will be more beneficial than trying to win on your own.

If the winning Princess has an Advisor, both those players win.

End of the Game

If at any point only one Princess remains, the game ends immediately and that Princess is the new Queen. Otherwise, when the Clock hand reaches Midnight, the game ends. All remaining players tally their Victory Points (VP). Whoever has the most Victory Points is crowned Queen.

• 1 VP per Clout
• 1 VP per Health

If 2 Princesses are tied for most Victory Points, then the Princess with the most Clout wins. If the Princesses are still tied, then they are crowned Dual Queens and both win. If the Queen has an Advisor, they also win.

Playing with the Core Game

Quarter Past can be integrated with the Core Queen by Midnight game. Here are a few elements you should consider when playing them together:

• Clock Tower: The Clock Tower text has been slightly adjusted for the expansion. Either Clock Tower rule set can be used when starting a game.
• Bazaar decks: Each game comes with its own Bazaar deck. They are designed to be played individually or shuffled together. Be sure to keep the Afternoon, Twilight, and Midnight decks separated and use them at the appropriate times. Within those sets, feel free to mix and match Bazaar cards that you like for a personalized gameplay experience.
• Princesses: The Princesses from the base game can be played with the new Princesses from Quarter Past. The only special consideration is that players should use the Declaration cards from Quarter Past; they allow players to declare based on color instead of using an image of the Princess being declared for. Two extra sets of Declaration cards are provided to work with the base game.

Glossary

Activate Activating is how you use Reactions that have been placed into your Armory to respond to cards. Reaction cards can only be activated in your Armory, NOT from your hand. Pay the "To Play" cost to Activate.

Archive This is the discard pile where Attack cards and Utility cards are placed after they have been played. It is also where Reaction cards are placed after activating them, and where Dismissed Boons, Banes, and Summons go. Whenever a card is purchased it is placed in the Archive unless otherwise specified. When your deck runs out, reshuffle your Archive and use it as your new deck.

Armory Each Princess has an Armory beneath their Repertoire Board that can contain Boons, Banes, Summons, and face down Reaction cards. There is no limit to the number of cards that can be in the Armory.

Attack cards These are cards played from your hand that deal damage and harmful effects to other players. The following details about Attack cards may answer some common questions:

• If a card or effect is negated, the "To Play" cost isn't refunded.
• If multiple targeted opponents wish to use Reaction cards, each player must declare and fully resolve their Reaction one at a time in turn order (see page 7 for the steps of playing a Reaction card).
• Some Attack cards will ask players to deal damage equivalent to the card's Class (e.g. a Schemer card deals Schemer damage).
• If an Attack card is played and nothing was negated, apply the full effect of the card and receive all relevant bonuses.
• Some Reaction cards specifically negate one type of damage (e.g. damage to your HP). In this case, any additional Attack effects still occur.
• Other Reaction cards negate an Attack card entirely (they will specify this). In this case, all effects—both harmful and beneficial—are negated for the player who activated the Reaction. All other targets who did not activate their own Reaction cards will experience the effects as normal.
• Any card effects, such as rolling dice or choosing between options, happens only after opponents have had a chance to negate the card. Once the active player begins to resolve their card, opponents can no longer use Reactions.

Boon cards These are permanent items and enchantments that can help you and hinder your foes. Players can have any number of Boon cards in their Armory.

Banish This is the action of removing a card from the game by placing it in the Banish pile.

Banished cards do not get reshuffled and are kept together in a central Banish pile.

Banish is an effect that only appears on specific cards and cannot be done without the card effect. Some cards have an additional benefit when Banished.

Elise LeKraken has a personal Banish pile called the Grotto. Whenever an effect of a card she activates would banish a card, it goes into the Grotto instead of the central Banish pile.

All Banish piles are face up and can be viewed by any player at any time.

Bazaar These are cards that any Princess can buy as long as they have access to the card's Class. The active Bazaar deck depends on the current round of gameplay, as indicated by the Clock Board. When a card is purchased from the Bazaar, it is immediately replaced by a new Bazaar card from the current deck. The Bazaar can be refreshed once per turn by paying 2 Clout.

Clout This is your primary currency as a Princess. It is primarily spent to buy cards and to play cards from your hand. Some effects can steal Clout from you. You cannot have Clout stolen from you that you do not have. For example: if an opponent would steal 3 Clout from you and you only have 1 Clout, you would only lose 1 Clout and your opponent would only gain 1 Clout.

Damage and non-attack cards Some Non-Attack cards have the ability to deal damage that can count as an Attack card. When resolving those effects, treat the damage component as its own card. If the Attack card portion is negated, it does not negate the rest of the original card's effects. If a Non-Attack card effect causes damage that targets multiple players, then the effect is treated as a separate Attack card played on each of those players.

Deck When your deck runs out, or an effect requires more cards than are currently in your deck, reshuffle your Archive and place it face down to use as your new deck.

Declaration When a Princess drops to 0 Health, they reveal the Declaration they made when the Clock struck 6. Unless their declared Princess already has an Advisor, they become that Princess' Advisor. (See Inner Circle on page 9 for more details).

Discard An effect which allows you to put cards from your hand directly into your Archive without resolving their effects.

This is different from Banishing, dismissing, or playing a card. Some cards have an additional effect which is only triggered when Discarded.

Dismiss The act of removing a card from your Armory and placing it to its owner's Archive.

Event cards These are cards only found in the Bazaar and can be distinguished by their unique swirl design behind the text on the card. They only have a "To Buy" cost because once they are purchased, they immediately resolve their effect and then are Banished unless the card states otherwise. If, through a card effect, an Event card ends up in your hand, you must resolve or banish it immediately. If Elise LeKraken buys an Event card, it will be Banished to the Grotto (her personal Banish pile).

Hand limit This is the number of cards you draw up to at the end of the round. During your turn, you can go over your hand limit, but at the end of your turn, you cannot have more cards than your hand limit. You must choose any excess cards and place them in your armory.

Health A measure of how much damage your Princess can take. Your Princess starts the game with 30 Health Points (HP)— this is reduced whenever you take damage from an Attack. If your Health drops to 0, you are eliminated and out of the game. You cannot heal Health above 30.

Inner Circle card Each Princess has 1 Inner Circle card. This card lists 2 special abilities that you can only play on behalf of another Princess as their Advisor (see Inner Circle on page 9 for more details).

Loyalty This is the equivalent of HP for a Summons. A Summons enters your Armory with full Loyalty. If it is targeted and receives damage, it loses Loyalty equal to that damage. If a Summons is targeted by a card that reduces or steals Clout, treat the loyalty tokens like Clout and reduce the number of tokens like removing Clout. When a Summons loses all of its Loyalty, it is dismissed to the Archive.

Market The Market is the term used to describe the 3 face up cards in the Bazaar. When a card is purchased from the Market, it is immediately replaced with the top card of the current Bazaar deck.

Neutral cards These cards can be identified by the silver crown in place of the traditional Caster, Schemer, or Brawler icon. They can be purchased and played by any Princess regardless of their class.

Play The act of paying a card's "To Play" cost and resolving its Play effect. This can only be done during your turn. Some cards have effects that are triggered only by other actions (e.g. when Banished or Discarded).

Reaction cards These cards are how you defend yourself from the machinations of other players. They are placed face down in your Armory and activated when the conditions on the card are met.

Refreshing Refreshing is taking the current 3 cards available at the Bazaar or your Vault and putting them at the bottom of their respective deck, then revealing 3 new cards to replace them. The Bazaar can be refreshed once per turn by paying 2 Clout. Similarly, your Vault can be refreshed once per turn by paying 2 Clout.

Repertoire This is an umbrella term for your play area. It contains your Vault, deck, Armory, Archive, War Chest, Health/Clout Tracker, and Tokens.

Trap cards These are a card type unique to Skyfisher. They represent tricky acts of espionage against other Princesses. Instead of entering your Archive when purchased, place them into the Archive of another Princess of your choice. Skyfisher receives a bonus when another Princess plays her trap card. Other Princesses are not required to play Skyfisher's trap cards, but simply disposing of them will waste the limited number of cards drawn each turn.

Ultimate cards Incredibly powerful cards: a Princess' pièce de résistance. When purchased from the War Chest, the larger Ultimate card is placed next to your Repertoire while the smaller, full-art card is placed in your Archive. When played, the smaller card activates the effect listed on that Princess' large Ultimate card.

Unblockable Unblockable damage typically appears on a Princess' Ultimate card in the core Queen by Midnight game. The damage and subsequent effects of an unblockable card cannot be reduced, blocked, or negated in any way.

Vault These are 3 face up cards on your Repertoire board that are available for purchase. When a card is purchased from the Vault, it is immediately replaced with the top card of your Vault deck. The Vault can be refreshed once per turn by paying 2 Clout.

War Chest cards These are powerful cards only available for purchase later in the game. They include 1 Ultimate card and 2 Boon cards unique to each Princess. Just like any Vault or Bazaar card, they are placed in your Archive when purchased.

The Characters

Azil with-a-Z

Classes: Caster... and whatever she wants! Shrink and Grow to warp reality around you and use any cards in the Bazaar to achieve victory.

Ultimate: Uncertain-tea Party

The bizarrely serene Princess of the Stepaside. Located on the largest gateway to the Superlimina, time and space twist and stretch within the boundaries of the Stepaside. When Twelvefold was founded, a long-lost Princess and her kingdom tried to settle in this strange land, ignoring numerous warnings from the native fey. The foolhardy Princess and her kingdom all vanished without a trace, forever forgotten to time... except for an odd 10 year old girl named Azil (with a Z). It seemed that she was immune to the region's effects. In fact, she began merging with it, body and soul. She is now able to act as a mouthpiece for the hive mind of inscrutable entities that populate this borderland. One could argue that the Stepaside itself chose Azil with-a-Z as its Princess. Azil with-a-Z has left the Stepaside to fight for the Midnight Throne not out of ambition but out of unknowable caprice – her motivations are no longer human. She's Azil with-a-Z... What other letter would it be?

Elise LeKraken

Classes: Schemer/Caster Banish cards to your personal Grotto to build your collection of power, then unleash it on your foes using your Ultimate and other cards that generate value from your personal Banish pile.

Ultimate: Gift of the Grotto

The legendary and captivating Princess of the Twelve Tides is Elise LeKraken, of the House of LeKraken. Every full moon she indulges in her deep obsession with Landwalkers and their strange treasures by revealing herself to one unsuspecting ship in her waters. After witnessing Elise's glamorous performance, the enamored sailors happily throw gold, jewels, and trinkets overboard as tribute. If tribute is deemed inadequate, they will invariably sink, becoming part of her fabled Glorious Grotto. No sensible captain sails under the full moon without gifts for Elise LeKraken in their cargo. Strangely, the Rule By Midnight never reached the Ruby Reef. Elise learned of Queen Morrigan's demise from a drunk, gossipy sailor. Angered by the audacity of her exclusion, she has resolved to crash this little trial by combat and add the Midnight Throne to the treasures in her Glorious Grotto.

Kāhurere Skyfisher

Classes: Brawler/Schemer Lead the charge against the monarchy by placing an array of traps amidst your opponent's Archives. These provide you with benefits and leave your foes in a bind.

Ultimate: Operation Midnight

The pugnacious Princess of New Dawn, Kāhurere Skyfisher was raised by her uncle in a city called Dawn within Steppenloft, Twelvefold's capitol principality. When political unrest lead to Dawn declaring independence, Skyfisher joined the cause and quickly rose as an ambassador. Exactly 1 year after Dawn seceded, however, it was razed by the Citadel: Queen Morrigan's gargantuan floating castle, armed with arcane canons and squadrons of skyships. Vowing revenge, Skyfisher assembled a group of rebels and took control of the Citadel, renaming it "Dawn". Even as this new Dawn became a haven to her scattered kith and kin, Skyfisher discovered a dark secret within the heart of the castle: it seemed that Queen Morrigan had borne a daughter twenty years prior...a daughter who she sent away to live in obscurity to hide the illegitimate union. Skyfisher's fists clenched as she read the name of the newly born babe: Kāhurere. And so, as the last living heir to Queen Morrigan, Skyfisher believes it is her duty to free Twelvefold from the tyranny of monarchies... and she'll use every weapon down to her own eyeteeth to do it.

Qasima Al-Basar

Classes: Brawler/Caster Use the card Daring Prowess to infinitely grow in power as you master your supernatural senses and become a threat to all who would challenge you.

Ultimate: Last Wish

The intrepid gentlewoman thief of The Lamp. Legends tell of an ancient heroine known only as "the blue-eyed woman of Yamama" who was born with preternatural sensory abilities; she could see across great distances, detect deceit by listening to another's heartbeat, and even share the senses of any animal in her presence. Using these abilities, the woman famously saved her Princess from an assassination attempt before vanishing into the night. As the latest scion of the blue-eyed woman, Qasima Al-Basar inherited her ancestor's abilities. Her sense of heroism, though? Not so much. Over the course of her long life, Qasima has used these advantages to become a gentlewoman thief of world renown. By borrowing the senses of beasts great and small, Qasima and her bird companion Zahra have carried out heists that confound even the likes of Boss No. She may not be the Lamp's true Princess, but she did steal her crown – along with her invitation to the Rule By Midnight. If her plan comes together, she'll steal the greatest prize in all of Twelvefold: the Midnight Throne.

Twelvefold & The Rule by Midnight

Eons ago, in the world of Aidacra, an unknown event devastated a civilization of mortals. Only twelve kingdoms survived. The Princesses of these kingdoms united and searched for a new home. What they found was a fantastical and ferocious battleground called Lym'bus. Fiends from the Sublimina, aberrations from the Superlimina, and the indigenous fey fought one another endlessly, but the Twelve Princesses saw promise here. They allied with the fey and, with their combined powers, they drove back the fiends and aberrations. As a reward for coming to their aid, the fey permitted the Twelve Princesses to divide Lym'bus into their own fiefdoms and there was peace for a time. As the mortals quickly fell to scheming and warring against one another, the fey grew to regret their decision and many were driven to contempt and eventually violence. A new era of bedlam and carnage was born. Time and again the Twelve Princesses sued for peace with one another, but the capricious fey meddled in their politics and drove the fiefdoms to chaos. After some time, an uneasy peace was struck with the fey. To safeguard this new alliance and protect their people, the Princesses reorganized Lym'bus into the kingdom of Twelvefold with the fey's supervision. They agreed that the Princesses would retain their sovereignty, answering only to one person: the Midnight Queen. From her throne in the Midnight Court, the Queen would serve as a check against the powers of the Princesses and act as an intermediary between the mortals and the native fey. Bound by the new Oath of the Midnight Motley it became the Midnight Queen's eternal duty to maintain peace between the fey and the kingdoms of Twelvefold. The fey were pleased by this gesture, demanding only one additional rule to ensure the Midnight Queen was mighty enough to uphold this charge: the Rule By Midnight. This would be a 24-hour trial of combat and guile between the Twelve Princesses. At the stroke of Midnight, the most powerful Princess left standing would be crowned Queen by the Midnight Court, ensuring that only the most worthy mortals would earn a seat amongst the fey. Thus the first Rule By Midnight was called, ending in the coronation of Delphine from Prism Vale – the first Midnight Queen.

If there ever came a time where the Queen had no direct heirs, or if the Midnight Court deemed her heirs unfit to rule, the Rule By Midnight would be invoked. Over the last thousand years, the Rule by Midnight has only been invoked a handful of times.

For the last 150 years, the Morrigans of Steppenloft have reigned within the Midnight Court. All was well until, due to mysterious circumstances, Queen Ostere Morrigan died with no viable heirs. The Midnight Court did not deem any of her extended family worthy, so she heeded the counsel of a close friend and invoked the Rule by Midnight in her last will and testament.

Frequently Asked Questions (FAQ)

Where do cards go when they are purchased? Cards go directly to the Archive when purchased from the Vault or Bazaar unless stated otherwise on the card.

Where do banished cards go? When a card is Banished it goes into a central Banish pile and is no longer shuffled back into your deck. If Elise LeKraken banishes a card with a card she played or through an effect she controls, it will go into her personal banish pile instead.

Can I banish a card at anytime? No, in order to Banish a card you need an effect that allows you to Banish a card. Most princesses starts with a strategize card that allows them to banish cards. Elise starts with Out with the Old which offers a similar effect. There are also cards found in the Bazaar and Vaults that have these effects.

When I raise or lower a Level, does it raise just Major or both Major and Minor? Whenever a Princess's Level is raised or lowered, both the minor and major Level are changed by that amount.

When increasing Azil with-a-Z's Grow/Shrink Level, does it increase both Caster and Schemer or just one side? When Azil with-a-Z gains a Level, she can choose to add it to her caster class like normal or to her Grow/Shrink class. If she adds it to her Grow/Shrink class, then it will add +1 to the currently active side.

How do you resolve "Break the 4th Wall?" First, look at your Declaration card and the Declaration cards of 2 other Princesses. Then, between those 3 Declaration cards, you can redistribute them among yourself and the other 2 players as you see fit. Then, each Princess may look at their new card.

If Azil plays "Uncertain-tea Party" and rolls the option to swap each Princess' Clout and Health, does it eliminate players with no Clout? Yes

Does the card banished with "Demand Tribute" go into Elise's Grotto? Yes

What happens if I have no cards in my Archive at the start of my turn and I have "Demand Tribute" in my Armory? Because you cannot banish a card, you will take Major SCHEMER damage.

If Elise buys an Event card, does it go into the Grotto? Yes

If I have "Going Dark" in my Armory, can I play cards outside of my turn? No, you may only play cards from "Going Dark" during your turn.

Does "Trip Wire" let you choose the trap from your Vault when it is activated? Yes, when "Trip Wire" is activated Kāhurere Skyfisher selects a trap card from her Vault and places it at the top of the deck of the Princess who attacked her. She doesn't need to pay the "To Buy" cost, and she can choose any trap in her Vault. If she has no trap in her Vault, "Trip Wire" cannot be activated.

How does "Inciting Incident" work? "Inciting Incident" is an event card that, when bought, banishes itself and gives the Princess who bought it the ability to buy up to 1 of the 2 non-Ultimate cards in their War Chest. The card still needs to be paid for, and the Princess must decide immediately if they want to buy the War Chest card or not. This allows players to access their War Chest cards before the Clock strikes 8.

Who is "targeting" with the Attack card if the damage is redirected? The player who initially played the Attack card is still doing the targeting. Their choice has just been forced to change. For example, effects like dismissing the Promise of Peace will occur if you force allied players to attack each other.