Waldo's Weekly - M3E Core Rules


Hey Wyrdos! Welcome to our first Waldo’s Weekly. For this week Waldo got into some of our Third Edition files. After we convinced Matt to go in and recover most of them (don’t worry, we are pretty sure that leg will grow back). Unfortunately, Matt forgot to lock the safe AGAIN and Waldo grabbed some stuff and is now forcing us to release SOME of it or he will release all of it. Since we promised him his one day a week, we decided to share a little something about Third Edition with all of you! Before Waldo gets a little too excited and starts spoiling everything.

The Third Edition (M3E) beta is in full swing, and things are coming together nicely!

So nicely, in fact, that we wanted to take a few moments to pull back the curtain and look at how some basic rules are changing for the new edition.

Now, obviously the beta is still ongoing, so there’s a disclaimer here that things might change between here and the final release, so please keep that in mind.

That being said, let’s take a look at some of the basic rules and how they’re changing in M3E!

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Card Draw

Rampant card draw was incredibly problematic in Second Edition (M2E), as it gave certain Masters and Crews far too much control over the game. In fact, this lead to several errata adjustments and forced the design team to greatly limit the number of models that let players draw cards, which was a bit counter-productive in a game that uses cards as its main randomization mechanic.

To address this issue, we’ve capped the max number of cards in hands in M3E. Each player is limited to a hand size of six cards; if they draw cards in excess of this limit, they must immediately discard down to their maximum hand size. This ensures that card draw is still good but shifts it from something you want to happen at the start of every turn to something you want to spread out through the turn to replace cards that you discard or Cheat over the course of normal play.

Of course, card cycling is pretty good in and of itself, so that card draw still has a benefit for players that go over their maximum hand size, just less of a benefit than pure card draw.

Size and Height

In M2E, models had the Height trait, which was a rough estimation of that model’s size. Unfortunately, that became a bit awkward when dealing with models that were wide but short, and new players were often confused by taller models having the same Height stat as shorter models.

In M3E, we kept Height as a trait that is possessed by Terrain (typically with Height equal to the Terrain’s height in inches), but on models, Height has been changed to Size. This should allow us to more accurately represent models with differing body types.

As a random aside, we’ve also suggested that models not be allowed to stand upon particularly tall Terrain (Height 5 or greater). This is only a suggestion, as we don’t want to invalidate a lot of the cool Terrain that people have created over the years, but unreachable sniper nests can be problematic in any miniatures game, so we wanted to weigh in and push people toward more reasonable vertical Terrain with a suggested cap.

Line of Sight

In many ways, Line of Sight (or LoS, as it is often abbreviated) hasn’t changed all that much from M2E. To determine if two models have LoS to each other, you still draw sight lines between them. If any of those sight lines are unobstructed, the two models can see each other. Any objects that have a Size or Height that is lower than either of the two models are ignored, which allows bigger models to see over smaller models or obstacles.

As a bonus, if a model is standing on Terrain with the “Height” trait, it adds the Height of that Terrain to its Size when determining what it can ignore when drawing LoS, which makes elevated positions important for snipers and other gunmen.

Vantage Point, LoS, and Shadows

Vantage Point was one of the most maligned (and arguably, confusing) rules to come out of M2E. When it came time to look at how we wanted the line of sight rules to work, we tossed Vantage Point out the window and went back to the drawing board.

The result was the Shadow system.

In M3E, each piece of Terrain with the Height trait casts a “Shadow” equal to its Height in all directions, to a maximum of 4”. “Shadow” is just a catch-all term that is used to represent overhangs, sight angles, and places where a model can crouch down or press up against a wall to avoid being seen.

During gameplay, when line of sight is drawn to or from a model that is entirely within a Terrain’s Shadow, any sight lines that pass through the Terrain generating the Shadow are blocked. This applies even if the Terrain is being ignored due to its Height, which means that models on top of a building often won’t be able to target models that are hugging that building’s base.

The Shadow rules also dictate which models have Cover. If a model is within a Terrain’s Shadow (even partially), it gains Cover against any z Actions that can draw one or more sight lines through that Terrain. This allows models greater freedom in positioning than in M2E, as they no longer have to hug Terrain quite as closely to benefit from cover.


Soulstones have remained relatively unchanged since M2E. The biggest difference is that Masters and Henchman no longer have a cache. If you want to bring any Soulstones to the table, you will have to have some left over after hiring.  By default, they can only be used by Masters and Henchmen, but a number of models in the game have the Attuned Ability, which grants them the ability to use Soulstones as well.

Soulstones can be used in four ways:

  • Draw Cards: During the Draw Phase, each player may spend any number of Soulstones. For each Soulstone they spend, they draw two cards and then discard down to their maximum hand size. The big difference from M2E is that players can spend multiple Soulstones to attempt to mitigate truly abysmal hands, which helps to mitigate the chances of a player going into a turn with a handful of low cards.

  • Enhance a Duel: Much like in M2E, before any cards are flipped in a duel, a model that can use Soulstones can spend a single Soulstone to add a single + to its flip. It can also spend a single Soulstone to add a suit of its choice to its final duel total. These abilities are not mutually exclusive; a model could spend two Soulstones to add both a+ and a suit to the same duel.

  • Block Damage: A model that can use Soulstones can spend a single Soulstone before a damage flip is made against it to add a - to that damage flip. This is similar to how this worked in M2E, but since the Soulstone is spent before the damage flip (and not the duel), it allows models to see the final duel totals before committing, which makes it a more useful ability in general. This also cleans up the timing issues from M2E; now, instead of the opponent having to pause between announcing their attack and flipping a card for it (which was awkward for many players), the decision point occurs after the duel is finished, which is a more natural place for both players.

  • Reduce Damage: After a model that can use Soulstones is damaged, it may spend any number of Soulstones to reduce that damage. The model flips a card and reduces the damage it suffers by 1/2/3, +1 for every additional Soulstone beyond the first. This reduction occurs before all other reduction and can reduce damage to 0. The biggest change here is that models are no longer limited to spending a single Soulstone; if you absolutely want to ensure that a Soulstone-using model survives an attack, you can do so, though it will cost you. And, as always, you might still flip the Black Joker...

Hopefully this brief look at the rules will give you some ideas on the shape of M3E. Next time, we’ll take a look at movement and how some common movement abilities have changed with the new edition.