A Note to 3.5 Players

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Welcome! Upheaval is created from v3.5 of the SRD, so we hope players of content derived from it will feel right at home with our rules. The following is a quick list of ways Upheaval might feel different from the game you are used to playing.

Mostly the Same

• Most of the core mechanics are the same (roll a d20+score try to hit a DC)
• Most basic combat mechanics in Upheaval will feel familiar to players of 3.5. Mechanics for initiative, making attack rolls against AC, saving throws, and skill checks are pretty much the same, though the way you calculate your bonuses for these actions may be different.
• Money: Prices correspond to 3.5 and 3.5 items can normally be used interchangeably with Upheaval, with some tweaking to fit the rules.
• Movement rates
• Creature sizes
• Alignment
• Hit point totals and damage
• Ability score increases every 4 levels.
• Secondary Classes and Multiclassing
• Natural Healing Rules are the same, though Upheaval has a short rest (1 hour). It is primarily used for resetting class abilities, but you can heal a token amount (1 hp) if treaded with medical care during a short rest.
• Resistances and Immunities are the same, though the term Weapon Resistance is used instead of DR.
• Actions: Upheaval uses the same actions as 3.5 (Full-Round, Standard, Movement). Swift actions are called bonus actions and immediate actions are called reactions.
• Most senses function the exact same way, except for low-light vision, which basically just allows you to see perfectly in dim light.

Familiar but Different

• Actions you can perform in combat are very similar to 3.5. We have combat maneuvers, charging, attacking, full-round attacks, trips, disarms, etc. The way each of these mechanics is performed may be slightly different, but they should be familiar enough.
• Many of the spells in Upheaval are the same as 3.5, as are many of the spell lists and spell descriptions. The mechanics for casting spells are somewhat different, as follows.
• You prepare spells and cast them using spell slots, no need to prepare multiple versions of the same spell to prepare for multiple castings.
• You can cast spells at variable levels, with higher levels increasing potency or unlocking different effects. As such, some spells are combined together (cloud spells, cure wounds spells, etc.) and only need to be prepared once, using different spell levels for different effects.
• All players have their own Save DC. Spells and other abilities that require saving throws all use your one DC.
• 3.5 includes multiple ways of determining a spell's success: melee touch attack, ranged touch attacks, saves, contested level checks, ability checks. These have all been consolidated into saving throws and spell attacks. All casters have their own spell attack bonus added to a d20 roll.
• Some Upheaval spells use concentration mechanic, similar to 5e.
• Upheaval Cantrips are very minor and are used primarily for roleplay or flavor. You can also downcast some level 1 spells, to get a minor effect from them that doesn't take a spell slot.
• The general nature of most classes in Upheaval are similar to those found in 3.5. A ranger is a ranger, and a druid is a druid. The way each class's abilities progress may feel quite different though, as most all class progression has been revised to fit Upheaval's design goals.
• Skills will be familiar to 3.5 players, though Upheaval's skill list is slightly different. Some other mechanics make skill use different as well.
• There are no class skills. Characters are free to train most any skill they want equally. If you want to create a druid who has no nature knowledge but is obsessed with history for some reason, then knock yourself out. Uncharacteristic expressions of certain classes are often the most interesting.
• Upheaval distinguishes between skills (things all adventurers can do) and knowledge (specific things you know). Classes gain ranks in both of these separately at each level. Assigning ranks to skills and calculating scores for each skill are the same as 3.5.
• Armor Class is calculated in a similar way with normal AC, Flat-footed AC, and Touch AC. AC bonuses are simplified to Armor, Shields, Dodge, and Size. Natural armor doesn't stack with manufactured armor. Most deflection bonuses have likewise been changed.
• Like 3.5, Upheaval uses typed bonuses to determine whether you can stack them, but these have all been simplified into primarily two categories: Circumstance (the situation is more favorable) and Competency (you are better) bonuses.
• Upheaval uses ability damage, like 3.5, but effects are simplified into groups depending on how severe the damage is, making it easier to track.
• Level Drain / Energy Drain is called Life Drain and simply reduces your max HD.
• Conditions: 3.5 players won't be surprised by Upheaval's conditions, most of which have analogs in both games. For certain major condition categories (fatigue, fear, stunning) Upheaval uses leveled conditions, with higher levels having worse effects.
• The way weapons work will feel similar to most 3.5 players.
• Weapons have the same basic properties that you are used to (damage, weight, costs). But rather than listing custom but nearly identical states for hundreds of specific weapons, Upheaval categorizes weapons with similar function into easy-to-remember grades.
• Distinctions between weapons are made through aesthetics or through special properties that each weapon can have.
• When you create masterwork weapons, you can create them with special augmentations attached, making them lighter, stronger, shaper, and so forth. Of course, like 3.5, magic can also enhance a weapon.
• Basic weapon mechanics have also been simplified (encumbrance, range increments, charges, armor check penalties, fatigue). The goal of these simplifications was to keep their use as realistic as can be, while trimming unwieldy mechanics where possible.
• Armor is also grouped into grades. These are similar to those used by 3.5, though have been re-organized to be a bit more realistic. Masterwork armor can also be crafted with special properties, making it more protective, resistant to certain elements, lighter, quieter, and so forth.

Different

• Upheaval includes a number of changes to reduce numerical computation in the middle of play, especially where the variability has only minor impact.
• 3.5's extensive use of modifiers, especially ones that are applied conditionally, has been streamlined. Where appropriate, modifiers have been replaced with advantage and disadvantage. Some smaller modifiers have been replaced with favor/disfavor (a mechanic that adjusts the rules for winning on ties and is a non-stackable equivalent to a +1/-1).
• Some variable components, such as spell ranges and durations, have been made static to reduce calculations needed in combat (e.g. 25 ft. + 5 ft./2 levels might be simply changed to 60 feet).
• Customization of characters is different in Upheaval, though it might feel familiar.
• Instead of feats, abilities in Upheaval are divided into common abilities (CA) and techniques. Techniques are equivalent in effect to a 3.5 feat; CA are the equivalent to 2-3 feats. Techniques are only abilities that allow you to modify existing abilities that you have. CA are new abilities that you can add.
• Standard technique progression for most classes is more equivalent to 3.5e than 3.5 (i.e. every 3 levels instead of every 2 levels). Some classes (fighters, barbarians, rogues, etc.) have faster technique progressions.
• You can use two technique slots to buy a new CA instead.
• Some things that are feats in 3.5 (like the magic item creation feats) are proficiencies, which determine a character's ability to do common things--the kind of weapons they can use, the languages they speak, the magic items they can create, the skills they have access to. Most classes start with a set of proficiencies, though more can be learned in-game.
• There are no feat taxes
• Teamwork feats don't exist. Instead, Upheaval has optional teamwork rules where your party as a whole levels up, granting everyone in the group special teamwork tactics they can choose to use.
• Grappling rules are unique to Upheaval
• Some combat mechanics are different.
• You can always divide your movement up before or after other actions
• No flanking bonuses by default (GM's discretion)
• No confirmation of critical hits
• All ranged weapons add DEX to damage
• No 5' step
• AoO are simplified to only occurring if you move while threatened. They use a reaction.
• Prone rules are simplified.
• Minor interactions with your environment (drawing a sword, etc) can be hand-waved as part of your movement action.
• Dying mechanics are unique to Upheaval. Players really only die when they max out their CON damage. There are no negative hit points. When you hit 0 hp, you start taking CON damage.
• You have six saving throws, one for each ability score, instead of Fort/Ref/Will. Each level you get 3 ranks to place into a saving throw, like skills.
• Cover mechanics are simplified and easier to employ. The GM determines the degree of cover (1/4, 1/2, 3/4, or full cover). Cover checks are made with a straight d20 roll, with varying DCs depending on the amount of cover.
• Some creatures have vulnerabilities in addition to resistances. These add damage when the proper damage type is used.
• Background: Upheaval uses ancestries rather than races or species, though the concept is the same. You have the choice in which ancestral abilities to choose and each choice also comes with an ability score increases. You also choose cultural background traits, which grant abilities and ability score increases.