Queen by Midnight
Queen by Midnight Rulebook
Table of Contents
Table of Contents
Overview
Over the course of the game, players take turns buying abilities, casting spells, laying traps, and overpowering their foes with deadly force. When the Clock strikes Midnight, the game is over. If at any point only one player remains, they are the winner! If the game goes to Midnight, then the player with the most Clout plus Health wins!
Contents
- Clock dice tower and Bazaar (see Assembly Instructions)
- 90 Princess Vault cards (15 for each Princess)
- 12 War Chest cards (2 for each Princess)
- 6 Ultimate War Chest cards (1 for each Princess)
- 6 Princess Repertoire boards (1 for each Princess)
- 6 Clout & Health trackers
- 21 Midnight Bazaar cards
- 26 Twilight Bazaar cards
- 28 Afternoon Bazaar cards
- 30 Declaration cards (5 for each Princess)
- 6 Inner Circle/Ultimate cards (1 for each Princess)
- 60 Starter cards (10 for each Princess)
- 15 Prophecy tokens (Rosaline)
- 24 Lash tokens (Freya)
- 24 Loyalty tokens
- 1 Trance token (Rosaline)
- 2 six-sided dice
- 12 Track markers (2 for each Princess)
- 30 Level tokens
The Basics
While 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 Tracker the appropriate number of spaces on your Health Tracker when losing or gaining Health. You may never have more than 30 Health. If your Health Tracker would be reduced below "1" you are eliminated. See page 7 (Inner Circle) about declaring your allegiance to become a part of another Princess' Inner Circle.
Clout
Whenever you earn or spend Clout, adjust your Clout Tracker accordingly. Clout remains in your Repertoire until it is used, removed, or stolen. Every card has a "To Buy" and a "To Play" cost. You only pay the "To Buy" cost in Clout when you purchase the card. 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.
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 type (e.g. only characters with the Brawler type may purchase Brawler cards). You may also spend Clout to refresh the Bazaar. 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' Vault
While the Bazaar is a market for all players, each Princess has their own Vault, 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 Clout to refresh your Vault (See page 4).
Card Classes
There are three classes of cards in Queen by Midnight:
- Brawler (brute force and martial prowess)
- Caster (arcane energies and mystical secrets)
- Schemer (underhanded trickery and masterful plotting)
Every Princess has access to two of these Classes, represented in the form of Levels. 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.
General Card Anatomy
Each card shows: a "to buy" cost, a card type, a "to play" cost, a card class, and unique Princess details. Card type icons: Attack, Utility, Boon, Bane, Summon, Reaction. Card decks are marked by color: Bazaar deck (silver), Starter deck (bronze), Princess deck (gold). Your 10 Starter cards also have your Princess' portrait above the card title.
Setup
Clocktower Board Setup
- Place the Clocktower and the Bazaar in the middle of the table.
- Set the Clock Hand to the starting number based on the player count: a. In a 3-player game, set the clock to "1". b. In a 4-player game, set the clock to "2". c. In a 5-player game, set the clock to "3". d. In a 6-player game, set the clock to "4".
- Separate the 3 types of Bazaar cards into separate face-down stacks: Afternoon, Twilight, and Midnight. Shuffle each stack of Bazaar cards separately. (See Contents for Bazaar card decks.)
- Place the Afternoon Bazaar cards face-down on the Bazaar deck space. Reveal the top 3 cards and place them into the Bazaar.
- Set the Twilight and Midnight Bazaar decks face down near the Bazaar.
- Roll 2 dice to determine who goes first in the turn order. The highest roll wins. If there is a tie, all tied players roll again until a winner is determined.
- Turn the Clocktower and Bazaar to face the first player.
- 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.
Player Setup
After selecting your Princess, take the corresponding:
- Princess Repertoire board.
- Clout/Health Trackers: place these above your Repertoire board.
- 1 Health and 1 Clout Marker. You begin with 30 Health and 0 Clout; place the Track Markers accordingly. Clout trackers start off the board to indicate zero Clout.
- The sets of cards that match your Princess:
- 10 Starter cards
- 15 Princess Vault cards
- 3 War Chest cards
- 1 Inner Circle/Ultimate card
Note: The player who chooses to play Freya takes the set of Lash Tokens. The player who chooses to play Rosaline takes the Trance Token and the Prophecy Tokens.
The Repertoire board has spaces for: health, clout, class type and damage, inner circle/ultimate card, deck, archive, vault, war chest, and armory (where attack and reaction cards are shown).
Next, players should:
- Place the 3 War Chest cards next to their Repertoire board in the indicated space.
- Shuffle the remaining Vault cards and place them next to the Vault deck space on their Repertoire board. Then, reveal 3 face up onto the spaces on their Repertoire board.
- Shuffle their Starter cards and place them face down next to the Deck space on their Repertoire board. Draw 5 cards into their hand.
- Return all unused Princess Repertoire boards, cards, and markers to the box.
The game is ready.
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 forward one number, clockwise. If at any point only one 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 cost of the card ("To Play") and placing it into the Archive or Armory depending on the card type (see page 5).
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, but certain cards can go to other areas depending on their effects.
- Princesses cannot purchase or play cards that don't match one of their two 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.
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.
Archive your hand and end your turn: When your turn ends, you may choose to place all cards in your hand into your Archive, ignoring any Play or Discard effects. Then, whether or not you choose to do this, draw new cards up to the current hand limit.
- You can choose to end your turn and keep the remaining cards in your hand, but you will only ever draw up to your hand limit; any remaining cards count toward that limit.
- When you are finished performing actions, or cannot perform any more, draw cards from your Deck until you reach your hand limit.
At the beginning of the game, the player hand limit is 5 cards.
Rotate the Clocktower and Bazaar to face the next active player at the start of their turn.
Example: Hephesta 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 Hephesta'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 when played depending on the card ability.
Boon, Bane, and Summons Cards
These are cards that provide you with continuous bonuses and resources to help you achieve victory. Each card type is played in a similar way: simply pay the "To Play" cost and place the card into an Armory.
- Boons, Banes, and Summons are unique cards because instead of going to the Archive when played, they are placed into a Princess's Armory instead.
- Boons and Summons go into your Armory, and Banes go into opponent's Armories. Boons and Banes can be Dismissed by card effects and sometimes they Dismiss themselves. When they are Dismissed, they return to their owner's Archive.
Attack Cards
Attack cards are how you deal damage and defeat your opponents! To play an Attack card, follow the steps below:
- Select an Attack card from your hand to play.
- Pay all costs required to play the card.
- If a card or effect is negated, the "To Play" cost isn't refunded.
- Select one or more targets for the card effect.
- 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 (see page 4 for the steps of playing a Reaction card).
- Apply the effects of the played card to all targets who did not negate the effect.
- Each Attack card deals damage equivalent to the card's Class (e.g. a Schemer card deals Schemer damage).
- If nothing was negated, apply the full effect of the card and receive all relevant bonuses.
- Place the Attack card in your Archive.
Notes on Reactions to Attack cards:
- 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 suffer the effects as normal.
- Any card effects, such as rolling dice or choosing between options, happen 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.
Damage and Non-Attack Cards
Non-Attack cards in the game 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.
Reaction Cards
Reaction cards are played face-down to your Armory during your turn. Reaction cards remain face-down in a Princess's 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! In order to play a Reaction card, perform the following steps:
- Select a Reaction card in your Armory.
- The Reaction card must be able to target a player or effect 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. If the Reaction card needs to be activated in response to other effects like damage, then they can be activated after those effects.
- 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.
- Reveal and apply the effects of the Reaction card.
- Dismiss the Reaction card to your Archive.
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 of the two) or Minor (the smaller) as instructed by the card.
Example: Boss No would deal Major Schemer Damage: 5, Major Caster Damage: 4, Minor Schemer Damage: 3, Minor Caster Damage: 2.
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.
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.
Summons
A Summon 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 zero Loyalty, its card is Dismissed from the Armory.
- When Attack cards target Summons, you may activate Reaction cards in response to those cards.
- When a Summon reaches zero Loyalty and there is still remaining damage or Clout to be stolen from the card targeting the Summon, those effects go unresolved and do not carry over to the Princess who controls the Summon.
End of the Round
After all players have completed one turn, advance the Clock Hand. When the Clock Hand reaches certain hours, a few things might occur:
When the clock strikes 5:
- Remove the Afternoon Bazaar Deck as well as cards in the Market.
- Place the Twilight Bazaar deck in its space on the Bazaar and reveal the top 3 cards of the Twilight Bazaar deck and place them into the open spaces on the Market.
- 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:
- Not every Princess will make it to Midnight. Now is the time to determine your allegiances, in case you do not survive.
- During this time, 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 free form discussion. Consider setting a timer if needed.
- Once all players have decided who they will declare for, or when the timer expires, each player secretly places the corresponding Declaration card face down on their player board.
When the clock strikes 8:
- Remove the Twilight Bazaar Deck as well as cards in the Market.
- Place the Midnight Bazaar deck in its space on the Bazaar and reveal the top 3 cards of the Midnight Bazaar deck and place them into the open spaces on the Market.
- Cards in a player's War Chest are now available for purchase using Clout. All three cards are available; they are not part of a player's Vault.
- All players gain 3 Clout at the beginning of their next turn.
When the clock strikes 10:
- All players increase their hand limit to 7 cards. Players draw the additional card at the start of their turn.
When the clock strikes 12: The game is over.
Inner Circle
If at any point a player is eliminated and there is still more than one 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.
- A Princess can only have one Advisor.
- If a player reveals their allegiance and the Princess who they have pledged to already has an Advisor, then the eliminated player is knocked out of the game.
The Advisor flips their Ultimate card to reveal their Inner Circle card. Each Inner Circle card has two possible abilities. During their turn, the Advisor must activate one ability from their Inner Circle card. When the Inner Circle card refers to a Leader, that is the Princess they are advising.
If the winning Princess has an Advisor, both 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, the game ends when the Clock Hand reaches Midnight. All remaining players tally their Victory Points (VP): 1 VP per Clout, 1 VP per Health.
Whoever has the most Victory Points is crowned Queen.
If two 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.
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 where Attack cards, Utility cards, and Reaction cards are placed after they've been played. It is also where purchased cards go, as well as Dismissed Boons, Banes, and Summons. When your Deck runs out, reshuffle your Archive and use it as your new Deck.
Attack cards: These are cards played from your hand that deal damage and harmful effects to other players.
Banish: 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 appears on cards that let a Princess Banish cards and cannot be done without the card effect. Some cards have a benefit when Banished.
Bazaar: 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 indicated by the Clocktower.
Boon cards: Permanent items and enchantments that can help you and hinder your foes. Players can have any number of Boon cards in their Armory.
Clout: This is your primary currency as a Princess. It represents material wealth, influence, and fear. You will spend this to play and power your cards.
Deck: The hand from which you play Attack, Utility, and Archive cards. 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 it as your new Deck.
Declaration: When a Princess drops to zero health, they reveal the declaration they made when the clock struck 6. They become the Advisor to the Princess that they declared for. (See Inner Circle on Page 7 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 returning it to its owner's Archive.
Health: A measure of how much damage your Princess can take. Your Princess starts the game with 30 Health Points (HP); this is reduced when you take damage from an Attack. If your Health drops to zero, you are out of the game. You cannot heal Health above 30.
Inner Circle card: Each Princess has one Inner Circle card. This card lists two special abilities that you can only play on behalf of another Princess as their Advisor (see Inner Circle on page 7 for more details).
Loyalty: 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. When the 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.
Play: 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.
Repertoire: This is an umbrella term for your play area. It contains your Vault, Deck, Armory, Archive, War Chest, Health/Clout Tracker, and Tokens.
Ultimate cards: Incredibly powerful cards: a Princess' piece de resistance. When purchased from the War Chest, the larger Ultimate card is placed in 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. The damage and subsequent effects of a card cannot be reduced, blocked, or negated in any way.
Vault: The three 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.
War Chest cards: These are powerful cards only available for purchase later in the game. They include an 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
Hephesta
Classes: Brawler/Caster. Use healing spells and defensive strategies to outlast your foes. Ultimate: Glorious Charge!
The valiant Paladin Princess of Prism Vale. As a child, her mother died in the Battle of Twilight Gulch. Soon after, the ambitious steward of the Prism married Hephesta's father, who later died under mysterious circumstances. The steward installed herself and her daughters as the rulers of the Prism, keeping Hephesta working in the forges as a servant for over a decade. A year ago, a Crystalore mine caved in, releasing a horde of ravenous fiends from the Sublimina. Hephesta heard a voice that guided her towards her mother's lost suit of Crystalore Armor. Hephesta's presence turned the tide of battle, and she challenged her stepmother and stepsisters to a 3-on-1 duel for the throne, defeating the pretenders and being restored as Princess of the Prism.
Boss No
Classes: Schemer/Caster. Outspend and outmaneuver your foes while hamstringing their resources. Ultimate: The Fairest Of Them All.
The ruthless and well-connected Princess Noelle of the Twilight Forest, colloquially known as Boss No. Before their rise, Boss No was the child of a simple mirror merchant. Using cunning and wise investments, and a bit of magical dabbling, the young Noelle acquired ownership of the notorious assassin's guild, the Seven, had the old Princess assassinated and installed themselves in her place. Their supernatural knowledge and bloody adjudication has earned them the moniker Boss No: the Fairest of Them All.
Erdene
Classes: Brawler/Schemer. Bide your time, hoard Clout, and deal massive amounts of damage all at once. Ultimate: Blot Out The Moon.
A patient, cunning, and extremely wealthy warrior, pretending to be the Princess of the Great Aurecyon Plains. Erdene's mother, Princess Battsetseg, has fallen ill, too sick to even read the conditions of the Rule by Midnight. Erdene donned their mother's battle armor, took up their family's ancestral bow, Torrent, and left the Plains as Princess Battsetseg.
Freya
Classes: Caster/Brawler. Lash your enemies with countless tiny cuts, slowly bleeding them dry. Ultimate: Cruelty Of The Curls.
The brutal and bloodthirsty Princess of the Moonlock Spires. Freya's ancestors made a bargain with an Unseelie Redcap, bestowing an unusual gift upon their bloodline: immensely strong, prehensile, vampiric hair, which they call The Locks. Freya has no interest in being Midnight Queen, but she won't pass up an opportunity to kill every other Princess in Twelvefold, in hopes of burning the Midnight Court to the ground.
Rosaline
Classes: Caster/Schemer. From behind an array of traps and spectral thorns, use your precognitive powers to disable and disorient your foes. Ultimate: Dream Dragon.
The aloof and often wide eyed girl, Princess of Ephemeros. The youngest of three sisters, Rosaline was cursed by a capricious fae with eternal foresight, and dreams only of possibilities. She has dreamt of countless futures, but they all end in cataclysm, except one: a future where Rosaline is the Midnight Queen.
Doctor Lux
Classes: Schemer/Brawler. Your experiments are risky but the benefits are worth it. Fortune favors the bold. Ultimate: The Beast.
The inquisitive and eccentric Princess of Raisonbord. Though she was born a Princess, Doctor Lynne Lux prefers to be addressed by the title she earned through years of study. She has been working to synthesize a serum that gives mortals impossible strength and immortality using science in lieu of magic, and she saw the Rule by Midnight as the perfect testing ground for her prototype.
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. The Twelve Princesses allied with the forest fae, and with their combined powers drove back the fiends and aberrations. As a reward, the fae permitted the Twelve Princesses to divide Lym'bus into their own fiefdoms, so long as each Princess swore upon the Oath of the Midnight Motley. Eventually the Princesses of the realm came to an accord: they would retain their sovereignty but would only answer to one person, the Midnight Queen. The fae offered only one rule, the Rule by Midnight: 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.
If there ever came a time where the Queen had no direct Heirs, or if the Midnight Court deemed their Heirs unfit to rule, the Rule by Midnight would be invoked. For the last 150 years, the Morrigans of Steppenloft have reigned within the Midnight Court. Queen Ostere Morrigan died with no viable heirs, and invoked the Rule by Midnight in her last will and testament.
Assembly Instructions
Prior to your first playthrough, you will need to construct the Clocktower. Follow the instructions shown (illustrated in the printed rulebook), then continue with the normal Setup instructions. The step numbers indicated are also printed directly on each piece. Align the matching pairs of numbers on the pieces to complete the assembly. When punching out the first section, be cautious not to tear the fold lines for the clocktower.