in the second half of the twentieth century, the great

powers compete for military supremacy on the world stage.

a team of misfits—dreamers, fighters, and government lab
rats who have fallen out of the bottom of society—are
reborn as soldiers of fortune navigating a web of intrigue
and conspiracy. perhaps your prime minister has been
psychically attacked in his sleep. perhaps your top scientists
have disastrously opened a gate to another dimension.
perhaps your enemies are on the cusp of perfecting robotic
superweapons, astral projection, or biological warfare. for
the right price, those misfits can help.
when you’re all out of options, it’s time to call…

FREELANCE INFANTRY STRIKE TEAM

writing, design, and layout by

b. everett dutton
design consulting by
dominik kirsten-parsch
typefaces provided by
florian karsten typefaces (space grotesk), OSP-foundry
(univers else), URW type foundry (microgramma)
schematics provided by
john titor, uxoinfo, heroicrelics, and the numrich corporation
tested by
brooke schnoor
mike tarnowski
inspired by
avery alder’s “simple world”
chris p. wolf’s “offworlders”
hideo kojima’s “metal gear solid”
john harper’s “world of dungeons”
stephen j. cannell and frank lupo’s “the a-team”
arnold drake, bob haney, and bruno premiani’s “doom patrol”
licensed under
CC BY 3.0 US (https://creativecommons.org/licenses/by/3.0/
us/legalcode)
getting started
necessary items for play and play as a conversation, p. 1
making mercs
an explanation of traits and creating a character, p. 2
rolling the dice
risky actions and rules of engagement, p. 5
ongoing play
mission structure and character advancement, p. 6
referee guide
notes on referee operations, p. 7
quality fiction
notes on the theater of the mind, p. 8
custom content
quick reference guide for ludomechanical engineering, p. 9
character sheet
reusable information form for FIST operatives, p. 10
traits index
list of known traits for FIST operatives, p. 13
roles index
list of known motives for FIST operatives, p. 16
 necessary items for play
to play FIST, you’ll need:
- this rulebook
- two to six other people
- at least two six-sided dice (also called “2D6”)
- copies of the character sheet for each player, p. 10
- communal copies of the traits and roles indexes, p. 13-16
- paper and pencils
play as a conversation
FIST functions like a conversation between the players and
the referee. the referee narrates the story, environments,
and characters the players are interacting with. the players
respond by asking the referee for details, talking to
characters they encounter, and narrating their own actions.
when a player does something risky, the referee will tell
them how to roll the dice to find out what happens next.
FIST doesn’t have formal turns split up into a certain amount
of actions. players will take turns talking amongst each
other and to the referee, but mostly in the same way they
would in a normal conversation. in FIST, it’s okay to let things
flow naturally—the game is meant to be fun, quick, and
abstract. sometimes, you’ll be in the spotlight describing
something cool, complex, or confusing. other times, you’ll
step out of the spotlight to let other players do the same.

1
an explanation of traits
traits are the building blocks of FIST characters. each trait
grants you three things: a special skill or benefit, an item for
your inventory (like a weapon or tool), and a modification to
your stats (like your attributes or HP). picking a handful of
traits generates a complete character. when a character
advances, they gain another trait—it’s like adding on another
building block that makes them more complex or powerful.
creating a character
you belong to a legendary rogue mercenary unit called FIST.
you are a soldier of fortune who doesn’t fit into modern
society. you are one of the little guys, caught up in the
death and destruction of pointless proxy wars and
oppressive establishments. you may also be someone who
can turn into a ghost or control bees with their mind. the
paranormal secrets of the cold war are your bread and
butter, and you fight for your life as you make ends meet
alongside others like you.
1. procure a character sheet (p. 10).
prominently featured on the character sheet are your
character’s attributes: FORCEFUL, TACTICAL, CREATIVE, and
REFLEXIVE. an attribute represents a character’s skill level
when approaching a related challenge. a higher number
means a higher chance of success when using that
attribute.
2. pick two traits from the traits index (p. 13).
record your chosen traits on your character sheet. keep the
traits index on hand for reference.
3. fill out your ATTRIBUTES, INVENTORY, ARMOR, and HP.
all your attributes start at 0. calculate what they are after
picking two traits, and write them all down.
all characters start with an optional Pistol (1D6 damage) in
their inventory. fill the rest of your inventory with any items
your traits gave you. you can always carry as many items as
you want, but you can only equip one weapon at a time.
all characters start with 0 ARMOR. if one of the items in your
inventory grants an ARMOR bonus, you can wear it and set
that as your ARMOR instead of 0. if you get better armor
later on, you can wear that instead, but you can only wear
one thing at a time—ARMOR doesn’t stack.
all characters have MAX HP equal to 12 + FORCEFUL +
REFLEXIVE. fill in your MAX HP. HP stands for “hit points”, and
represents how much you can get hurt before dying.

4. choose a role from the roles index (p. 16)

your role is something your character always wants to do.
you can’t choose a role someone else already has.
4. choose a codename.
pick a codename for yourself that fits who you are and what
you do. also, pick a real name, but never tell anyone what it
is—not even the referee—until you have the perfectly
intimate and dramatic moment.
2
 risky actions
when you do something risky—that is, any action where the
outcome is uncertain—you roll the dice to find out what
happens. you don’t need to roll the dice when it’s something
the character could easily accomplish, and you shouldn’t roll
the dice when it’s something completely impossible.
1. choose an attribute.
the referee will ask you which of your attributes you’re
using, or they might decide for you if the answer is unclear.
the referee will also tell you some of the possible outcomes
of your action, so you know what you’re up against.
ROLL +FORCEFUL for displays of strength, like kicking in
doors, using clunky, powerful weapons, or intimidating
others.
ROLL +TACTICAL for intellectual actions, like maintaining a
disguise, hacking into a database, or operating machinery.
ROLL +CREATIVE for expressions of will, like persuasive
speeches, off-the-cuff bluffing, or psychic manipulation.
ROLL +REFLEXIVE for dexterous movements, like dodging
bullets, using precise weapons, or parrying enemy attacks.
2. roll the dice.
roll 2D6, add them together, and add the attribute you’re
using. the total determines your degree of success. no
matter what happens, the referee always narrates how
fictional situation changes. it never stays the same.
6 OR BELOW: your roll is a failure. you don’t do what you
wanted to do, and things go wrong somehow.
7 TO 9: your roll is a partial success. you do what you
wanted to, but with a cost, compromise, or complication.
10 OR ABOVE: your roll is a success. you do exactly what you
wanted to do, without any additional headaches.
DOUBLE SIXES: your roll is a critical success! you do exactly
what you wanted to do, with a spectacular added bonus.
the referee never has to roll the dice, only the players do.
the referee narrates things that are about to happen and
the players roll to avoid or counter them.
rules of engagement
attacking works the same as doing anything else risky. roll
the dice to see if you succeed, and if you do, deal the
damage listed for your weapon. if you’re being attacked, roll
the dice to avoid, counter, etc., and take damage if you fail.
if you take damage, subtract it from your HP. if you take
damage while wearing armor, subtract the ARMOR bonus
from the damage dealt. if your HP drops to 0, you’re dead.
there are no saving throws in war, my friend.
5
mission structure
FIST campaigns are framed as a series of missions.
sometimes, the missions fall into an overarching plot or
grand conspiracy. other times, they’re just one-off jobs.
periodically, the mission might be unpaid and done for a
personal reason, like squaring off with an old nemesis or
doing something you should have done a long time ago.
player characters start each mission at full health with all
limited-use items fully refilled and gear already equipped.
there is no currency system in FIST, so paid jobs are just a
framing device—don’t restrict what kinds of missions you’re
willing to take based on what pays well and what doesn’t.
character advancement
characters advance when they act according to their role.
for instance, a CRUSADER advances if they behaved ethically
during the course of a mission.
if a character advances, they can choose another trait at
the beginning of the next session and narrate how they
gained that trait to add some personal flavor. for instance, a
player who chose the ILLUSION trait could explain that they
used a sensory deprivation tank to activate latent psychic
abilities, or that they constructed a swarm of holographic
projection drones to do their bidding.
remember to re-calculate your ATTRIBUTES and MAX HP
when you advance.

6
 notes on referee operations
instead of playing a mercenary, you fill in the story,
environments, and characters the unit will interact with. FIST
functions like a conversation between the players and the
referee. you narrate the situation, a player responds with
their reaction and possibly rolls the dice, and you respond in
turn with how the scenario has meaningfully changed in a
way that follows logically from the fiction. you have three
goals to keep in mind while you have this conversation.
1. supply cold war intrigue and paranormal excitement.
the soviet union is harnessing a portal to another dimension
to gain the edge against the west. a pharmaceutical
corporation is breeding a mind-controlling fungus to sell to
the central intelligence agency as a biological weapon. a
rogue cell of mercenaries is developing a massive robotic
superweapon to pawn off to the highest bidder. excite your
players with grand conspiracies and strange phenomena
beyond the fringes of scientific thought.
2. never stop the action.
always keep things moving, and never stop pushing the
players forward. challenge them, and always keep the
mission one wrong move away from failure. be a fan of their
characters, and create opportunities for them to be to cool.
above all, follow the rule of fun before the rules as written.
3. play to find out what happens.
outline the events you want the players to experience, and
the people you want them to engage with. note oncoming
dangers and their consequences if left unchecked. then,
look at all your ideas through crosshairs, and be ready to
improvise based how the dice and players steer the story.

7
notes on the theater of the mind
FIST games are about telling an engaging story, not creating
an accurate simulation of a fictional situation. there are
several ideas to keep in mind while using FIST to tell a story,
1. respond to the dice.
rolling the dice is the key mechanism to propel the story.
when a player rolls a failure, it doesn’t just mean they didn’t
get what they wanted—it’s the referee’s opportunity to
inflict a negative consequence that still changes the
situation, letting the characters “fail forward”. when a player
rolls a success, a new challenge should appear that follows
logically from how their actions changed the situation. most
of the time, the players will roll partial successes, so you
should always be thinking of downsides to good plans,
bittersweet victories, and difficult compromises.
2. plan around the characters.
a lot of the game mechanics require specific fictional
situations to function correctly, and you should design your
missions to be conducive to those mechanics. if you have a
TELEKINETIC character who controls water, you probably
shouldn’t set your missions in a desert, unless doing so
would make things more interesting and engage that
character more. if you have a character who fills the PUNK
role, you should provide them with establishments to
dismantle and oppressed peoples to fight for. challenge your
players, but give them ample opportunities to shine.
3. ask questions and use the answers.
FIST explicitly states that it is set during the cold war, the
characters are part of a legendary group of mercenaries, and
the paranormal is both real and immediately relevant.
everything else is left up to interpretation. engage your
players in the world by letting them flesh out the setting
alongside you.
in the process of character creation, some things about the
world may be defined naturally—someone whose character
fills the role of AVENGER will define who wronged them,
giving you a character to use as a recurring on- or offscreen
villain. someone who has the XENO trait will probably
elaborate on their alien species, giving you an interesting
new faction to insert as a third party in certain missions.
continuously ask your players questions about the world
that their characters would reasonably know the answers to,
and use those answers when planning the specifics of your
next mission.
4. adjudicate trait abilities fairly.
some traits in the game are vaguely defined or leave a lot of
room to make a game breaking, too-powerful character. let
your players do cool things—if a character with the AKIMBO
trait wants to dual wield a sword and a rocket launcher, let
them, because that’s cool—but keep things fair for the
other players, too. conversely, don’t cheat the players out of
being cool or powerful. let them be legendary mercenaries. if
the function or scope of a trait is unclear, you have the final
say, but never be afraid to open a dialogue at the table.
there is no downside to a fun “what-if” conversation.
8
 quick reference guide for ludomechanical engineering
FIST includes a premade mission (p. 12), but you can use this
reference guide to create your own content.
1. creating enemies.
for more specific designs, try tweaking these templates
based on the armor and weapons listed in the traits index.
civilians, animals (2 HP, 0 ARMOR, 1D6 damage)
soldiers, security guards (3 HP, 1 ARMOR, 1D6 damage)
heavy troopers, gov. agents (6 HP, 1 ARMOR, 1D6+1 damage)
strong paranormal entities (8 HP, 2 ARMOR, 1D6+2 damage)
enormous monstrosities (12 HP, 3 ARMOR, 2D6 damage)
2. creating weapons
useful if the characters lose their personal weapons and
must procure weapons on-site.
light weapons (pistols, knives). 1D6 damage. concealable.
medium weapons (rifles, shotguns, swords). 1D6+1 damage.
heavy weapons (RPGs, gatling guns). 1D6+2 damage.
here are some modifications to add to weapons found on-
site, or to a personal weapon as an advancement reward.
armor-piercing rounds: ignores ARMOR bonus completely.
incendiary rounds: deals an extra 2 damage to those nearby.
tranquilizing rounds: knocks enemy unconscious at 0 HP.

9
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 AKIMBO: you can wield any two weapons at once, but your
accuracy is decreased. when you deal damage, roll 2D6 using
the more powerful weapon and take the higher die.
- submachine gun x2 (1D6 damage), -1 to attacking
ARMORED: you are fused with a cumbersome suit of
powered armor that you cannot remove. once per session,
you can completely ignore damage dealt to you.
- power armor (2 ARMOR), -2 REFLEXIVE
BERSERKER: if you rush into combat with no precaution or
pre-planning, your first attack will deal double damage.
- gatling gun (1D6+2 damage), -2 TACTICAL
CHARM: you can always manipulate anyone else into doing
what you want, but you will have to make a sacrifice or
maintain a difficult lie—the referee will tell you how.
- combat tuxedo (1 ARMOR), +1 CREATIVE
COMMANDO: you take +1 to damage rolls during a fight with
an extremely large opponent, but -2 to damage when you
aren’t fighting alone.
- rocket launcher (1D6+2 damage), +1 FORCEFUL
CYBORG: you have augmented superhuman agility. you can
reroll one damage die—dealing or receiving—once per fight.
- exoskeleton (1 ARMOR), +1 REFLEXIVE
DISGUISE: you can disguise yourself as anyone as long as you
have a reasonable amount of prep time; however, your cover
will be blown if you either speak, move quickly, or get hurt—
the referee will tell you which.
- bulletproof vest (1 ARMOR), +1 TACTICAL
DRUID: you thrive in nature and wither in combat, drained by
the bloodshed and metal. you can understand the thoughts
of animals, and ask them to tell you things or do things for
you—though they will not always comply.
- medicinal herb (+1D6 HP, one use), -2 MAX HP
DUELIST: you take +1 to damage rolls during a fair fight with
a single opponent. you take another +1 to damage rolls if
you attempt to intimidate, taunt, or seduce that opponent.
- beam katana (1D6+1 damage), +2 melee damage
FIEND: you utilize amphetamines to enhance your focus.
when you have a second free, you can pop some pills and
take +2 to your next TACTICAL roll.
- pill bottle (one use), -2 MAX HP
HACKER: if you have a reasonable amount of prep time, you
can attempt to gain control of any computer or electronic
machine by rolling the dice +TACTICAL.
- energy drink (+1D6 HP, one use), +1 TACTICAL
HEAVYWEIGHT: you can tear through most inanimate
obstacles with ease. if it’s something really tough, like solid
concrete or metal, it will be more difficult and complicated—
the referee will explain how.
- shotgun (1D6+1 damage), +1 FORCEFUL
13
HYPNOSIS: you are in a permanent state of self-hypnosis
which maximizes your efficiency in combat but suppresses
your sense of self. any time you roll the dice, you can reroll
one die. you cannot speak.
- nutrient slurry (+2D6 HP, one use), -2 CREATIVE
ILLUSION: you can attempt to manipulate another person into
hallucinating anything of your choice by rolling +CREATIVE.
rolling higher creates a more believable illusion.
- whip (1D6 damage), +1 CREATIVE
IMPROVISE: you can improvise a weapon from common
objects to instantly kill a single enemy once per session.
- garotte wire (1D6 damage), +1 CREATIVE
INTERROGATION: you can lock an unsuspecting enemy in a
chokehold and ask them one question, which they will
always answer truthfully before trying to escape.
- knife (1D6 damage), +1 FORCEFUL
KARATE: you can silently knock any enemy unconscious, but
they might make noise or wake up at an inconvenient time—
the referee will tell you the downside.
- hand wraps (1D6 damage), +1 REFLEXIVE
LUSH: you prefer to fight at least half in the bag. when you
have some free time, you can down a few shots and take +2
to your next FORCEFUL roll.
- liquor bottle (one use), -2 MAX HP
MEDIC: with prep time, you can heal anyone for 1D6 HP.
- first aid kit (three uses per session), +1 MAX HP
MUTANT: you are mutated and sickly. at the beginning of
each session, you must drop one skill you already have and
take a new one instead, recalculating your attributes and HP.
- gas grenade (1D6+2 damage, one use), -2 FORCEFUL
PUPPETMASTER: you can implant a command in someone’s
brain by rolling the dice +FORCEFUL. if you succeed, they
have no choice but to follow it.
- strappy leather harness (1 ARMOR), +1 FORCEFUL
PROJECTION: you can project your spirit from your body to
view any faraway place remotely, as long as your physical
body is somewhere completely safe. you can also cheat
death once per session by abandoning your body, but you
will be stuck in spirit form until it gets medical attention.
- flowing garment (1 ARMOR), +1 REFLEXIVE
PYROMANIAC: you are burned all over from repeated
exposure to fire. if there is something flammable nearby, you
can always ignite it.
- molotov (1D6+2 damage, one use), -2 MAX HP
SHARPSHOOTER: if you name a specific body part,
possession, or component of something you’re attacking
with a ranged weapon, you will always hit, disabling that part
rather than dealing damage.
- revolver (1D6+1 damage), +1 REFLEXIVE
14
 SNEAK: if you hold still in a good hiding spot, no one will see
you until you make your presence known. you can also easily
fit into small containers like barrels and carboard boxes.
- camouflage fatigues (1 ARMOR), +1 REFLEXIVE
SMOKER: you are addicted to nicotine. when you have some
downtime, you can calm your nerves with a cigarette and
take +2 to your next REFLEXIVE roll.
- cigarette case (one use), -2 MAX HP
SNATCHER: you are an alien poorly puppeteering a
technically dead human body. you kill with a touch. if you do
not consume one human brain without anyone finding out
once per session, you will melt into a puddle and die.
- life-draining fingertips (2D6 damage), -2 MAX HP
SNIPER: if you have prep time, the enemy is unaware of your
presence, and you remain stationary, you can roll 3D6 to
attack and use the best two dice. if you succeed, you deal
the maximum damage for your weapon.
- sniper rifle (1D6+1 damage), +2 ranged damage
SUPPLY: you know secret frequencies and can use your
radio to get any item delivered in a pinch. however, there will
be a catch, like an inconvenient pickup spot or a fault with
the item—the referee will tell you what.
- radio (three uses), +1 TACTICAL
SYNTHETIC: you are human-like android. your positronic brain
can make thousands of calculations per second. you take
1D6 damage when exposed to water.
- experimental railgun (1D6+2 damage), +1 TACTICAL
TACTICIAN: if you explain an elaborate plan of action to the
unit, all partial success rolls count as total success rolls
while the plan is being executed—until someone rolls a
failure, at which point the plan falls apart catastrophically.
- night vision goggles (can see at night), +1 TACTICAL
TELEKINETIC: you have telekinetic control over any one
substance of your choice - it could be something simple like
water or metal, or something more esoteric like blood or
flies. you have a unique accessory, such as a mask or a
pendant, which you channel your power through. if this
psychic amplifier is damaged or lost, you are no longer
telekinetic until you repair or replace it.
- psychic amplifier, +1 CREATIVE
TRIPPER: you are a hallucinogen enthusiast. when you have
some time to relax, you can drop a tab to expand your
consciousness and take +2 to your next CREATIVE roll.
- acid tab (one use), -2 MAX HP
VETERAN: whenever you enter a new area, you can ask the
referee if there is hidden danger, and get an honest answer.
- assault rifle (1D6+1 damage), +1 ARMOR at all times
XENO: you do not look, think, or act like a human. you are
clearly an alien, and cannot blend into groups of humans.
- laser pistol (1D6+1 damage), +1 CREATIVE
15
AVENGER
describe someone who wronged you, and what they did.
advance if something you did during this session brought
you closer to exacting your revenge, or defeated someone
who is wronging others in the same way.
CHESSMASTER
describe what you plan to do with absolute power.
advance if something you did brought you closer to holding
a position of extreme power over a large group of people.
CRUSADER
describe an ethical ideal you hold dear that is difficult to
achieve.
advance if something you did during this session aligned
with that ethical ideal, even though it made your life harder.
GLADIATOR
describe a warrior you admire and aspire to emulate.
advance if you fought and bested a powerful enemy using
only the most honorable of tactics during this session.
ICON
describe how you want to go down in history.
advance if something you did during this session brought
you closer to becoming a world-famous legend, or ensured a
group of people would never forget your name.
PUNK
describe an oppressive establishment that hurt you
advance if something you did during this session helped
brutally and decisively smash that establishment, or
meaningfully helped people who are also being oppressed by
that establishment.
REPENTANT
describe a shameful and horrible decision from your past.
advance if something you did during this session made up
for your sins in a major, meaningful way.
SCHOLAR
describe the esoteric and obscure subject you are most
curious about.
advance if something you did during this session brought
you closer to unlocking the secrets of that subject.
WILDCARD
describe your primary vice or source of pleasure, such as
money, romance, or pain.
advance if you got your fix during this session in a way
nobody, including yourself, expected.
16