Codex Mysterium (3e)
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The Codex Mysterium provides a good system for replacing the basic D20 system. Ive never liked AD&Ds memorizing spells¸ and have often come up with home-grown systems or use other third party systems. The problem is¸ memorized spells just dont match the way most fiction portrays magic. You never get to the point where you can just do simple spells with a thought¸ like you can with the GURPS system.
The Codexs system provides the ability to get to that point¸ and does it without sacrificing game balance. It balances the ability to cast unlimited spells per day with the chance of failure and a potential cost in hit points for overdoing it.
A sourcebook for magic in the d20 System Sovereign Stone campaign setting. More than 200 new spells¸ magic items¸ prestige classes¸ and admittance into mysterious magical orders such as the elven Wyred¸ the Temple of the Magi¸ and the Dunkargan mage guilds!