TEXT: Nothing to Fear
  A Spooky Adventure
  for 4-6 heroes of PL 10
  by Crystal Frasier
  
  SuggeSted PL: 10
  RequiRed BookS: M&M Deluxe Hero’s HanDbook,  
  M&M Deluxe GaMeMaster’s GuiDe
  SuggeSted BookS: FreeDoM City
  The air turns crisp and the leaves turn red, and all across Freedom City 
  summer gives way to autumn. Residents break out their scarves and 
  chat excitedly about the return of Starbase Coffee’s apple spice latte. 
  And despite all good sense, everyone is excited for Halloween even 
  after last year’s vicious attack by twin monster mavens, Madame Ma-
  cabre and Silver Scream. Even with occasional disruptions by villainy, 
  holidays retain a special meaning in Freedom City, drawing strangers 
  together for a shared experience and helping build the city’s character.
  But not everyone sees the holidays as a chance to grow closer. To at 
  least two of Freedom City’s most twisted residents, Halloween is the 
  perfect time to rip the city apart!
  Nothing to Fear is a short adventure for a group of three to five PL 10 
  heroes. The adventure is set in Freedom City but can easily be trans-
  planted to Emerald City or anywhere else in the world that celebrates 
  Halloween and can justify a parade.
  In preparing for this adventure, Gamemasters should make quick 
  notes regarding PCs’ primary attacks and defenses.
  PREVIOUSLY…
  Halloween affects everyone in their own unique way. For some, it’s an 
  excuse to dance and dress silly. For others, it represents a night when 
  it’s okay—even encouraged—to experiment with their identity. For 
  others, though, it is and should always remain a time of bleak dark-
  ness, when the dead should hold their strongest sway and mere mor-
  tals should quake in fear of their fleeting lives. Melvin Blume fell strictly 
  into the latter category. An awkward teen who grew into an awkward 
  adult, he spent a lifetime preoccupied with the dark and terrible things 
  normal people feared ... and of course believed he should be one of 
  them.  But even after he debuted as the villain Fear-Master, Freedom 
  City refused to cower before him. To “Vin,” Halloween has always been 
  a reminder of just how big a slap in the face the city delivered when it 
  locked him away—every kiss or laugh or squeal of childhood delight 
  exactly the same as the jeers and taunts of the bullies who made his 
  childhood so miserable.
  Halloween means something entirely different to Mark Holiday. 
  Haunted by the diabolical, extradimensional entity obsessed with cor-
  rupting the good will of celebrations, Holiday dreads the approach of 
  every significant date on the calendar, unsure if the entity will over-
  whelm him and transform him into the wanton villain known as Doc 
  Holiday. Mark tries in vain to sedate and restrain himself during major 
  NOTHING TO FEAR
  2
  
  holidays, but the entity seems capable of overwhelming almost any 
  mortal constraints. As night falls, he bursts his shackles and shakes 
  off the worst of the tranquilizers to stumble like a sleepwalker toward 
  downtown, drawn by the gathering crowds enjoying the festivities.
  Two villains converge on the same target: Freedom City’s annual Hal-
  loween parade. They share the same goal: To twist the celebration into 
  a night of horror and bloodshed that will forever mar the holiday. But 
  their combined abilities will make for an unexpected All Hallows Ar-
  mageddon that neither can predict or control.
  IN THIS EXCITING ISSUE…
  To bring Halloween to its knees, Fear-Master decided to co-opt Free-
  dom City’s annual Halloween parade. With the help of a few criminal 
  contractors, he planted fear-gas dispensers in several parade floats. To 
  witness—and contribute to—the chaos he plans to unleash, Fear-Mas-
  ter has taken the extra step of kidnapping the eerie, horror-themed 
  rock band, Kings in Yellow. Posing as the popular music group, he 
  can contribute his sonic fear-inducing technology to the panic that 
  will break out (while also living out his dream of being a recognized 
  musician). The crowning achievement of the night, of course, will be 
  stealing the cash collected all night for various charities.
  The heroes gather at the Halloween parade for a night of spooky fun. 
  As the party rolls into full swing, the crowd begins to panic as a villain 
  attacks! The PCs eventually realize that the villain they’re battling is 
  just a hallucination, and that they’ve been attacking each other. The 
  PCs can soon recognize that the entire crowd has turned on each oth-
  er, and in the center of it all the band Kings in Yellow seem to be direct-
  ing and gloating over the violence.
  The PCs discover the goth band has been replaced by Fear-Master and 
  his henchfolk, but by the time they subdue the titan of trepidation, 
  new dangers appear: goblins, demons, and giant spiders! These new 
  threats prove to be all too real as they attack the crowd, and leading 
  them all is a Halloween-guised Doc Holiday. Fear-Master’s terror-in-
  ducing chemicals have supercharged his holiday alignment and 
  brought his own spooky hallucinations to life! To end the night’s dan-
  ger, the PCs must stop Doc Holiday as well as destroy Fear-Master’s 
  hidden gas emitters to banish the entity’s illusory army back to the 
  corners of Mark Holiday’s mind!
  INVOLVING THE HEROES
  Heroes can become involved in this adventure in any number of ways
  • 
  Heroes out for a good time may simply attend the Halloween pa-
  rade for fun, or to take a date or child out for a fun-filled evening.
  • 
  Heroes whose secret identity is involved in city planning or 
  blue-collar labor may be involved with the parade as planners, 
  police officers, standby EMTs, or teamsters. One or more of the 
  heroes may be riding on a float if they work for a company that 
  helps sponsor the event or are part of one of the other musical 
  acts booked for the night. Alternatively, beloved public figures 
  may be participating in the parade in their heroic identities.
  • 
  Given last year’s supernatural debacle, Mayor Callie Summers 
  may use her connections to the hero community to request a few 
  superheroes patrol the event just to be safe.
  • 
  Halloween is the one night of the year when inhuman creatures 
  can walk around like normal people without creating a panic, so 
  strange-looking heroes may simply be out enjoying the night 
  and the music among the various festival attendees in costume.
  SCENE 1 
  ROLEPLAY SCENE
  SPOOKY TIMES
  As the night begins, read or paraphrase the following:
  Freedom City villains traditionally see the night as a professional 
  holiday, leaving the streets safer than usual. And the city cele-
  brates in style, with an annual parade running through Midtown 
  showcasing floats, balloons, and musical acts that highlight 
  its creativity and diversity. Even before it begins, thousands of 
  onlookers wander the streets in costume, while local shops set 
  up booths to sell spooky treats and tricks.
  The festivities are quiet for now, but once night falls, a lineup 
  of musical acts and the screams of delighted citizens will echo 
  all the way to the Waterfront. This year’s grand marshals, a goth 
  band called the Kings of Yellow, have promised to debut a new 
  single that will really inspire the crowd!
  This is a roleplaying scene, so ask each player in turn what they’re do-
  ing at the parade and who they may have brought with them. Award 
  Hero Points to PCs that bring in elements of their Complications, such 
  as attending in a secret Identity, bringing a Relationship, or following 
  through on some Responsibility that obligates them to be there.
  The Halloween parade is a massive event in Freedom City that attracts 
  thousands of onlookers in costume. The police are out in full force, but 
  the city also tightly regulates the sale of alcohol along the route, so 
  drunken antics are usually less common than at similar holiday pa-
  rades.
  THE HALLOWEEN PARADE
  Most of the city’s villains traditionally take Halloween off after the Ra-
  ven broke up the Samhain Syndicate back in 1968 and so Halloween in 
  Freedom City represents a night of safety and innocent surprises. Over 
  the decades, this has grown from a night of frivolous trick-or-treating 
  and small parties to a massive parade and music festival that attracts 
  major funding and national celebrities.
  The parade takes place in Midtown along Foster Avenue, and ends at 
  Liberty Park where a large pavilion receives the various musical acts 
  and attendees. Along the way, local restaurants sell horror-themed 
  snacks and drinks, as well as themed clothing, props, and souvenirs. 
  The city uses the event to collect money for various charities, collect-
  ing donations from attendees along the route and putting the cost of 
  vendor licenses toward good causes. Many local buildings join in the 
  fun by turning their lobbies into mini-haunted houses as well, likewise 
  chipping in their entry fees to the needy.
  The PCs can learn more about the event with appropriate Expertise 
  checks.
  EXPERTISE: CRIMINAL OR STREETWISE
   RESULT 
  INFORMATION
  DC 15 
  Freedom City’s supervillains generally see Halloween as a 
  paid holiday. One assumes there are so many costumed 
  weirdoes on the street already, it’s hard to get attention.
  3
  Nothing to Fear
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  DC 17 
  While super-crime drops for Halloween, ordinary street 
  crime is more common, with more people out after dark 
  and drinking to excess.
  DC 20 
  Not every supervillain takes the night off. Just last year, 
  Silver Scream and Madame Macabre attacked the tap-
  ing of a reality show, and a few years before that, the 
  new Doc Holiday appeared during a Halloween party at 
  Freedom City University.
  EXPERTISE: POP CULTURE
   RESULT 
  INFORMATION
  DC 13 
  The Kings in Yellow are a cool new goth rock band who 
  sing novelty songs about summoning monsters.
  DC 16 
  The Kings in yellow have been around 10+ years but have 
  only started gaining a mainstream following in the last 
  year or two after signing with a new record label. Their 
  songs are based on the works of old horror authors like 
  Lovecraft, Derleth, and Jackson.
  DC 18 
  Part of the band’s theme for the Kings in Yellow is delib-
  erately obscuring their identities from fans. Their front-
  man is a former IT-specialist named Darien Winthrop, 
  and you can track down some of the other members’ 
  names if you dig around long enough online. Fan fo-
  rums love speculating about the topic and think every 
  major celebrity or musician has been a member.
  HALLOWEEN HIJINKS
  As the PCs wander the night, you can add a few small events to spice 
  up the early evening and give them a chance to earn additional hero 
  points. You may call for skill checks or even combat to resolve these 
  events, but they work just as well handled as purely descriptive events 
  to let the heroes show off their abilities and personality.
  For any of these events, make a note of whether the PC is in their he-
  roic identity or passing as an ordinary attendee and see how it affects 
  their response. If a PC plays in character and finds a fun, memorable, or 
  heroic resolution to the event, award them a Hero Point. Because later 
  scenes involve the PCs soaking up extra damage as they unwittingly 
  fight each other, these extra Hero points can help them shake off that 
  early conflict befopre they confront the adventure’s true villains, so 
  don’t be afraid to reward as you see fit.
  CRIME AND MISDEMEANORS
  While supervillains take the night off, not every hood in Freedom City 
  can afford an unpaid holiday. Small-time hoods, from muggers to il-
  legal vendors—work the parade route to make spare change. A hero 
  might be needed to break up a robbery in progress, stop a fight, or 
  lecture an unlicensed vendor. The crimes are low-stakes and low vio-
  lence; adapt it to meet the PC’s experiences and talents. The Criminal 
  and Goon minion archetypes (Deluxe Gamemaster’s Guide) work for 
  these scenes, though feel free to ignore statistics and simply let the 
  player describe how their hero halts the crime.
  DID YOU READ MY FANFIC?
  A hero attending in their superhero identity must deal with Janine 
  Pendergast, an overbearing fan who forgets the usual social niceties 
  and personal space. Janine isn’t necessarily rude or mean, just star-
  struck to run into one of her favorite heroes in the flesh. Janine is es-
  pecially proud of the fan-fiction she writes about the hero, shipping 
  them with a heroic or villainous rival they’ve butted heads with in the 
  past. While she asks endless questions, heroes can mollify their unex-
  pected follower with a diplomatic response and maybe a selfie, while 
  acting rudely leads her to conclude, “You’re just some jerk playing 
  dress-up! I know how the real [hero name] would act!”
  This encounter is especially appropriate for heroes with the Fame 
  complication.
  LITTLE BOY LOST
  Over the murmur of the crowd, the hero hears a man calling out 
  “Rudy? Rudy?!” in an increasingly panicked tone. The shouts come 
  from Andre Jones, a local electrician whose five-year-old son, Rudy 
  Jones, slipped away from his hand in the crowd and ran off. Rudy is 
  fine, but just starting to realize he’s lost and starting to cry. Alternative-
  ly, the PCs may find Rudy alone and crying in the crowd and help him 
  find his worried father.
  This encounter is especially appropriate for heroes with Investigative 
  skills, the Track advantage, or extraordinary senses.
  MISTAKEN IDENTITY
  The hero spots a supervillain skulking through the crowd, obviously 
  acting suspiciously. Find out how they react before revealing that the 
  villain is actually podcaster Kris Edidin in an excellent homemade 
  copy of the villain’s costume. Alternatively, if the heroes think it’s just a 
  costume, you can reveal that it actually is the villain posing as a parade 
  attendee in costume to enjoy a night off.
  This encounter is especially appropriate for heroes with the Enemy or 
  Rivalry complication.
  WRAP-UP
  As the parade begins, much of the crowd moves toward Foster Avenue 
  to watch the floats, balloons, and various performers pass by on their 
  way to the park. Once the PCs settle in for a fun night and have each 
  earned a Hero Point or two, you can move on to the next scene.
  KNOW NO FEAR
  The Fearless advantage and Immunity (Fear) are both fairly com-
  mon among heroic characters, representing hardened resolves 
  or aloof detachment. A 1-point advantage doesn’t completely 
  overcome all a villain’s available powers, however. Provide these 
  heroes with a +2 circumstance bonus to resist the effects of 
  Fear-Master’s gadgets and Doc Holiday’s Fearsome Presence. If 
  they fail a Will check against Fear Projections by more than one 
  Degree of Failure, reduce the severity of the Affliction by one 
  step (so a Fearless hero targeted by Fear-Master’s “Paralyzed” Fear 
  Projection would be Dazed if they fail by one or two degrees, 
  Stunned on three degrees, and only Incapacitated if they failed 
  by four of more degrees).
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  Nothing to Fear
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  SCENE 2 
  CONFLICT SCENE
  EVERYBODY SCREAM
  Read or paraphrase the following:
  As the parade passes by, various dance troupes and musical 
  groups run through performances tinged with black cats and 
  spider webs. But as the float bearing the Kings in Yellow ap-
  proaches, delighted peels and shouts turn to screams of terror. 
  The crowd begins to press and scatter.
  Fans of the goth or industrial music scene may attempt a DC 15 Ex-
  pertise: Music or Expertise: Pop Culture check to note that the Kings in 
  Yellow sound different tonight, and that even behind the heavy distor-
  tion on the vocals, the lead singer is clearly a different man.
  There’s very little time to worry about the musical substitution, howev-
  er, as the reason for the crowd’s panic soon becomes clear...
  VILLAIN ATTACK!
  The crowd is fleeing from a dangerous supervillain, though which 
  one depends on your group. Ideally, the villain attacking is someone 
  they’ve faced before and is either frighteningly bestial (such as Goan-
  na or Megalodon from Freedom City, Third Edition) or someone who 
  has frightened them, personally. You can even turn to each player in 
  turn and tell them they spot a different villain—a multi-pronged at-
  tack!
  If no obvious villain comes to mind, use a well-known and wide-
  ly-feared villain instead, such as Overshadow, Dr. Stratos, or members 
  of the Tyranny Syndicate (all available in Freedom City, Third Edition).
  FEAR FORMULA #245
  Fear-Master has placed his gas-dispensing pumpkins on several floats 
  and rigged them to timers to spread chaos as widely as possible. The 
  pumpkins dispense fear gas formula #245, developed by the original 
  Fear-Master, Arthur Levitt. The gas causes visceral hallucination, mak-
  ing victims see the people around them as people or things they fear. 
  See the Under the Hood: Illusion sidebar in the Deluxe Hero’s Hand-
  book for additional details on this effect.
  Fear Formula #245 Burst Area 3 Illusion 10 (Independent, Resistible 
  [Will], Uncontrollable)
  SPOOKS AND SPIRITS
  The villains the PCs see are just gas-induced illusions conjured up by 
  their own fears and dangerous past encounters. In reality, the PCs see 
  each other as the dangerous villain(s) attacking. When a hero attacks, 
  simply “pass” the effects of that attack to the next hero in the initiative 
  order and use that hero’s defenses to resolve the effects. From the play-
  ers’ perspective, this may seem like the villain gets a turn after each of 
  them in initiative. This, plus unexpected resistances or vulnerabilities, 
  helps them begin to recognize that they’re blinded by an illusion.
  Beginning on their second turn, heroes may attempt a Will check 
  against Fear-Master’s Illusion 10 (all senses), with a cumulative +1 
  bonus each additional round. Creatures who are completely Immune 
  to will effects or possess inorganic minds (making them immune to 
  Psychic Hallucinations) cannot see the illusions of attacking villains, 
  but their fellow heroes will still see them as a dangerous enemy and 
  attack.
  These initial hallucinations are a plot device, and the PCs don’t get a 
  saving throw against them the first round. Award each PC a Hero Point 
  for the Gamemaster fiat unless they ignore the apparent threat to fo-
  cus solely on the band or other minor elements of the scene.
  For added chaos, one or more innocent bystanders may also attack 
  the PCs, seeing them as monsters of their own.
  THE FEAR-MASTER OF CEREMONIES
  Once one or more heroes shake off the effects of the gas, read or para-
  phrase the following:
  On their nearby float, one of the Kings in Yellow has discarded 
  his golden robe and plaster mask for a tattered labcoat and 
  burlap hood, while the rest of the band plays discordantly 
  behind him. He drones into the microphone in a gravelly voice. 
  “You thought you’d take control of All Hallow’s Eve, Freedom 
  City? Thought you’d transform a night of macabre malevolence 
  into something to laugh at? Well Fear-master is here to speak for 
  the night! And the night says: ’Welcome to my kingdom of fear!’”
  Those with clear heads see the Kings in Yellow on a nearby float, clear-
  ly celebrating behind their masks and robes and unleashing waves of 
  energy on the crowds from their weapons. This is Fear-Master and his 
  henchfolk reveling in the chaos they’re causing.
  Any heroes who have shaken off the effects of Fear-Master’s hallu-
  cinogenic toxin can now also see plumes of yellow gas trailing from 
  the mount of a pumpkin on a passing float. Destroying the pumpkin 
  releases the rest of the gas, ending the illusion effect for everyone 
  nearby in 2 rounds, while throwing or bottling up the pumpkin imme-
  diately ends the effect.
  TACTICS
  Fear-Master is eager to throw off his disguise and be recognized for 
  both his villainy and his musical talent, and discards the band robes 
  HACK-O-LANTERNS
  If the PCs realize on their own (see next paragraph) or learn from 
  Fear-Master that his gas-dispensing pumpkins are all connected 
  via Wi-Fi, they can attempt to hack the pumpkin network to shut 
  them all down at once, rather than hunting them down one by 
  one. Accessing the network requires a total of four Degrees of 
  Success on a DC 20 technology check, with each check requiring 
  a full round of work.
  If the PCs don’t learn about the network from Fear-Master in 
  Scene 2, they might still be able, later, to persuade the captive 
  villain to share more information with a successful Persuade or 
  Intimidate check once he sees that his fear gas is making Doc Hol-
  iday more powerful (and stealing his glory). Heroes with extraor-
  dinary electronic-based senses or technological communicators 
  may also notice the network causing interference (especially if 
  they spend a Hero Point for inspiration on how to deal with the 
  still-spreading fear gas).
  5
  Nothing to Fear
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  and mask in favor of his supervillain attire as the heroes begin to rec-
  ognize something is amiss. Unless anyone stops him, he keeps un-
  leashing his sonic Fear Projectors on the crowd, trying to incite a riot. If 
  attacked, he first tries to employ the ultrasonic fear weapons built into 
  his costume, using Fear Projection to paralyze enemies or create new 
  Hallucinations to hide him in swarms of creepy-crawlies. If neither of 
  these seems very effective, he instead uses his weapons to take con-
  trol of the crowds’ fears, turning a half-dozen Bystanders loose against 
  a particular hero for every Standard action he uses.
  Fear-Master’s goons, affectionately called his Fear-Mongers, are a 
  combination of hired help and like-minded souls who want to teach 
  the world the true meaning of fear. Fear-monger has outfitted them 
  with less powerful versions of his ultrasonic fear weaponry, which can 
  only affect a single target at a time. There are twice as many Fear-Mon-
  gers as PCs.
  FEAR-MASTER 
  PL 10
  See the Cast section.
  THE FEAR-MONGERS 
  PL 6
  Minions. Use the Veteran Soldier archetype from page 154 of the Deluxe 
  Gamemaster’s Guide. They are armed with ultrasonic fear weapons shaped 
  like various instruments: 
  Fear Projector +7 (Cumulative Ranged Hearing Affliction 5 [fear; Resisted 
  and Overcome by Will, Variable Conditions])
  BYSTANDERS 
  PL 0
  Minions. Use the Bystander archetype from page 145 of the Deluxe 
  Gamemaster’s Guide.
  WRAP-UP
  Once the heroes subdue Fear-Master and at least half his minions, any 
  remaining Fear-Mongers try to scatter into the crowd. Without the mu-
  sic, the PCs can also hear the muffled sounds of struggle coming from 
  inside the Kings in Yellow float. Investigating reveals Darien Winthrop 
  and the rest of the band members tied up and chained to the float’s 
  superstructure. If freed, Winthrop explains how Fear-Master attacked 
  them before the parade, stole their costumes, and “Totally butchered 
  our new single!”
  Fear-Master boasts about hiding his fear-gas all along the parade 
  route, and that the heroes will never find them all in time to stop the 
  full-scale riot that will turn Halloween into a night of mourning for 
  years to come. Neither Fear-Master nor his Fear-Mongers are immune 
  to fear themselves, however, and they can be intimidated or deceived 
  for information, although their sullen, withdrawn, and proactive atti-
  tudes increase the DC of any Persuasion attempts by +10. They like-
  wise aren’t immune to the effects of Fear Formula #245 without the 
  gas filters built into their masks, and PCs exposing the villain to his 
  own hallucinogenic toxins gain a +2 circumstance bonus on Intimi-
  dation checks. A character who succeeds at questioning Fear-Master 
  with three or more Degrees of Success convinces the supervillain to 
  admit that the pumpkins are all on Wi-Fi to coordinate the attack, but: 
  “I dropped my phone when the parade started! I couldn’t turn ‘em off 
  if I wanted to!”
  Whether Fear-Master confesses to the pumpkin locations or not, the 
  sky suddenly takes on a strange, orange cast...
  SCENE 3 CONFLICT AND INVESTIGATION 
  TURN OFF ALL THE LIGHTS
  Read or paraphrase the following:
  The world itself seems to shudder as streetlights and office 
  windows go dark. The sky opens up with a broad, orange cres-
  cent, casting the world in shades of yellow and black. Shapes 
  ooze from the darkness, some skittering down towering build-
  ings while others swoop through the glowing sky on ragged 
  wings.
  While Mark Holiday stumbled through the city, fighting the control 
  of the holiday entity trying to overwhelm him, his aimless wandering 
  brought him to the parade route and into a cloud of Fear-Master’s tox-
  ic gas. The mind-bending fumes may only cause hallucinations in or-
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  dinary people, but for the overwhelmed Doc Holiday they expand his 
  powers and break the boundaries to his nightmarish master.
  ALL THE POWERS OF HALLOWEEN
  The holiday entity riding Doc Holiday is powerful but extremely literal. 
  Fueled by Mark’s own terror and the emotional energy of the panicked 
  crowd, it transforms Mark Holiday’s fearful hallucinations—spiders 
  and darkness, as well as demons and homunculi representing his own 
  id—into flesh and blood. Its magic also begins blacking out the city. 
  While Mark hasn’t transformed into Doc Holiday yet, it’s only a matter 
  of time.
  With the lights knocked out, all the monsters in this scene have Partial 
  Concealment unless a hero can see in the dark. Electronic devices that 
  generate light are the only things effective, meaning night vision gog-
  gles still work, as do effects like light-based powers, magical lights, or 
  fire (all negating the concealment effect).
  DOWN THE WATER SPOUT
  Moments after the lights black out, several car-sized spiders trundle 
  down from building walls into the crowds near the PCs. While most of 
  the crowd flees, three party-goers are paralyzed by fear and quickly 
  overrun. There are two giant spiders for every hero. If a character fo-
  cuses on getting a civilian out of harm’s way, award them a Hero Point.
  GIANT SPIDERS 
  PL 6
  Minions. Use the Giant Insect archetype from page 149 of the Deluxe 
  Gamemaster’s Guide.
  KEY POINTS
  The heroes can continue fighting more homunculi as long as they 
  like (and you might keep throwing out opponents, using the various 
  Monster and Demon minion archetypes to keep combat-oriented 
  characters busy while investigative heroes focus on learning what’s 
  going on), but the chaos and violence continues with no end in sight 
  and more monsters than the PCs can handle themselves. Perceptive 
  heroes may even notice that no time has passed since the blackout 
  started, no matter how long the heroes have been battling.
  The characters can investigate to learn the source of the disturbance 
  using various skills. Each check—pass or fail—takes a full round for a 
  single character. You can complicate this scene by having panicked ci-
  vilians attack the heroes, still affected by Fear-Master’s gas and seeing 
  them as more monsters.
  • 
  Expertise: Magic (DC 15): None of the monsters look true to any 
  given type of known supernatural entity, meaning they aren’t real 
  demons and are probably made from someone’s imagination. 
  With two Degrees of Success, the character can lock onto that su-
  pernatural wavelength, allowing them to track it if they have any 
  mystical senses (this counts as two clues).
  • 
  Insight or Investigation (DC 20): The monsters seem to be sub-
  tly herding people away from a specific area.
  • 
  Perception (DC 18): A strange, unnatural thrum seems to be 
  coming from further up the parade route.
  • 
  Technology (DC 18): The lights are blinking out in sequence, im-
  plying that the source—where the effect started—is in the oppo-
  site direction.
  • 
  Well-Informed plus Investigation (DC 22): Halloween-themed 
  supernatural crimes narrow the list of suspects considerably, and 
  the uncontrolled nature of the attack suggests someone is resist-
  ing it, implying the new Doc Holiday is about to appear, and will 
  probably want a location with a lot of onlookers when he does!
  WRAP-UP
  Once the PCs have three or more clues, they can conclude that the 
  source of the disturbance is the head of the parade.
  SCENE 4 
  CONFLICT SCENE
  I’M THE BOOGEY MAN
  As the heroes reach the head of the parade where it arrives at Liberty 
  Park, read or paraphrase the following:
  A hunched young man stumbles to the center of the intersec-
  tion as the winds whip around, driving the crowd back. His 
  pained groans give way to cackling as the asphalt cracks and 
  shreds, shoving him into the air on a makeshift spire of concrete. 
  His clothing twists and distends into a ragged cloak as his eyes 
  begin burning with a jack-o-lantern flame.
  “I can see the streamers. I hear your calls of joy. 
  Witness your bright demeanor. You’d make the night a toy. 
  Halloween’s not just your night for sweets in orange and black, 
  No worries on this harmless occasion in your almanac, 
   But how quick you change your tune when Samhain pushes 
  back!”
  “Fear got this party started. Your streets awash in sin, 
  Now that the fun’s departed, let Doc Holiday begin. 
  So welcome to my nightmare, my Freedom City friends. 
  It’s a night of terror.  
  My Halloween that never ends!”
  Doc Holiday’s power comes from corrupting the spirit of a holiday, 
  and with Halloween already corrupted by Fear-Master, the malevolent 
  entity is glutted and has used that excess energy to create flesh-and-
  blood monsters from Mark’s fears and mystically stop the clock on Hal-
  loween, letting him assume control of his host forever!
  KEY POINTS
  Doc Holiday doesn’t have any specific plan beyond the delightful idea 
  of a corrupted holiday evening extending forever. His original plot was 
  to embody a holiday urban legend by poisoning the festival food be-
  fore attacking, but finding the celebration already in chaos leaves the 
  entity spoiled for choice.
  For now, Doc Holiday intends to sew chaos and try to gain control over 
  these new minions he has created. He rarely operates as more than 
  a costumed rabble-rouser, so leading an army of the night is a novel 
  new concept he wants to play with. If left to his own devices for a few 
  hours, he eventually proceeds to city hall, which he redecorates into a 
  ghoulish palace for himself.
  The effect creating Doc Holiday’s eternal Halloween doesn’t freeze 
  7
  Nothing to Fear
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  time itself. Everyone can move and act normally, and effects with a 
  specific duration still run out; it only stops the sun from rising or clocks 
  from advancing.
  THE HALLOWEEN CARNIVAL
  The end of the parade route features a large pavilion tent for musical 
  performances and a small carnival, including games, a Ferris wheel, 
  a roller coaster, and a haunted house dark ride. Doc Holiday and his 
  creatures of the night run in and out of the various attractions, using 
  them when they can to attack or ambush citizens or heroes. Doc Hol-
  iday might trick heroes into fighting him on the roller coaster (requir-
  ing a DC 20 Dodge check at the end of the turn to avoid the returning 
  cars, which inflict Damage 8), or take a one-on-one fight into a Ferris 
  wheel gondola (taking him out of reach of other heroes unless they 
  can fly or succeed at a DC 25 Athletics check to climb the ride).
  REACHING MARK
  Because Doc Holiday is nothing more than a capricious spirit latched 
  onto an unwilling host, some heroes may prefer to reach out to Mark 
  and encourage him to fight the spirit controlling him. Reaching out to 
  Mark is a skill challenge requiring a successful DC 26 Persuasion check 
  (or a power check with an appropriate ability, such as telepathy) made 
  as a Standard action. Helping coax Mark back out and banishing Doc 
  Holiday for the night requires five successful checks, but every suc-
  cessful check leaves all his nightmare creatures Dazed for one round.
  FEAR-MASTER’S PUMPKINS
  Fear-Master’s pumpkins are scattered all over the festival area, still 
  pumping out hallucinogenic toxins. A successful DC 20 Expertise 
  (Magic or Medicine) check can conclude that Doc Holiday’s endless 
  hordes are little more than his hallucinations made flesh, and that de-
  stroying all the poisoned jack-o-lanterns will destroy them.
  There are four toxic pumpkins placed around the pavilion and carni-
  val, each requiring a DC 20 Perception check to spot. Finding and de-
  stroying all four—or hacking Fear-Master’s Wi-Fi network and shutting 
  the pumpkins down (see sidebar)—immediately causes the demons 
  and spiders to vanish. 
  TACTICS
  Doc Holiday focuses exclusively on terrified citizens, unleashing his 
  fear aura and lashing out with his scythe unless interrupted by heroes. 
  He’s an aggressive, merciless opponent, but one with a cruel sense of 
  humor who tries to goad heroes with jokes and cruel jabs, or by en-
  dangering civilians. If bored or desperate, he’ll cut the support lines 
  holding up the pavilion tent, potentially smothering dozens of pan-
  icked people beneath it unless the heroes can free them. 
  Feel free to have Doc Holiday expend some of the chaotic energy of 
  the night to corrupt the rides and games as well to create PL 10 haz-
  ards, such as spray guns that push heroes back with a Move Object 
  10 effect or swinging prop axes in the haunted house that suddenly 
  transform into a deadly gauntlet of real steel. If you do so, compensate 
  the affected characters with a Hero Point.
  While the army born from Mark Holiday’s terrified subconscious num-
  bers in the dozens, only a few focus on the heroes once they engage 
  Doc Holiday. A number of skull-headed demons equal to the heroes 
  fight by Holiday’s side and intercept the heroes’ attacks. They bear 
  some resemblance to Mark Holiday, though much larger, more mus-
  cular, and twisted with rage. If a demon falls, Doc Holiday can spend 
  a Standard action to either call one brute demon or two giant spiders 
  to take its place.
  DOC HOLIDAY 
  PL 12
  See the Cast section.
  HALLOWEEN DEMONS 
  PL 8
  Use the Brute Demon archetype from page 147 of the Deluxe 
  Gamemaster’s Guide. As manifestations of Doc Holiday’s psyche, the 
  demons all possess the Interpose advantage and use it to protect their 
  creator.
  8
  Nothing to Fear
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  WRAP-UP
  Once the PCs knock Doc Holiday unconscious or revert him to Mark 
  Holiday, any remaining creatures he created vanish and time reverts 
  to its normal passage. If they only restrain Doc Holiday, returning the 
  world to normal requires ending the panic and rioting that is corrupt-
  ing the spirit of Halloween, which might require shutting down the 
  rest of Fear-Master’s poisonous pumpkins or some sort of skill check 
  made to appeal to the crowd’s best nature. Be flexible and fair in arbi-
  trating how your heroes handle the scene.
  EPILOGUE
  Once both Doc Holiday and Fear-Master have been defeated and any 
  panic or riots stopped, the heroes can finally relax and enjoy what’s 
  left of their holiday evening. In the wake of the violence, the party is 
  effectively over barring any extraordinary action on the PCs’ part, but 
  EMTs and other emergency responders can finally arrive once the cha-
  os stops to treat any wounded. Mayor Summers uses the opportunity 
  to specifically thank the heroes for their role in saving lives and avert-
  ing disaster.
  Mark Holiday remains haunted by the spirit of Doc Holiday, but this 
  defeat has forced the malevolent entity to retreat for now and brought 
  the college student a measure of peace.
  Melvin Blume—the Fear-Master—curses the heroes for interfering in 
  his glorious plan and swears vengeance upon them. But he also learns 
  that Doc Holiday is a magical creature ruled by emotion and tucks that 
  fact away for a future scheme.
  The future of Freedom City’s Halloween parade (and the charities it 
  supports) is obviously drawn into question as Freedonians begin to 
  worry that Halloween may not be as safe as they previously believed. 
  Various newspapers run editorials calling either for the parade’s end or 
  supporting the tradition, with how many of each depending on how 
  well the PCs succeeded in minimizing casualties. Getting the event off 
  the ground next year might require extra work and support by com-
  munity-minded heroes (or their alter egos).
  REWARDS
  The heroes earn two power points for the night’s adventure. If they 
  focused heavily on saving citizens and minimizing property damage, 
  or worked by appealing to people’s best natures, award them an ad-
  ditional power point. They also earn a favor from City Hall and Mayor 
  Summers for the role they played in protecting the public event. Local 
  businesses along the parade route may also take note and reach out 
  to the heroes, offering them free goods and services or asking them to 
  help with future problems.
  CONTINUING THE ADVENTURE
  There are several ways to extend this short adventure into a longer 
  adventure or story arc:
  DREAM A LITTLE DREAM OF ME
  Fear-Master’s Fear Formula #245 may have lingering side-effects, 
  causing additional hallucinations or nightmares for the heroes, even 
  leading to sleep-walking (or sleep-flying) that places them in danger 
  or jeopardizes their secret identities. A twist on this might be continu-
  ing hallucinations that make a character fear for their sanity, but turn 
  out to be slow, subtle doses of fear chemicals and ultrasound that 
  Fear-Master applies secretly as part of his revenge, trying to drive his 
  captors slowly insane.
  A VERY MERRY HALLOWEEN
  Doc Holiday’s exposure to fear chemicals and the glut of psychic ener-
  gy from this night may somehow “stick” the entity permanently in Hal-
  loween mode, leaving Mark manifesting different iterations of Hallow-
  een powers every holiday. The psychic backlash from this may even 
  affect the entire city, transforming every holiday into Halloween until 
  the heroes can confront the entity and finally purge it of this curse.
  THREE’S A CROWD
  A third fear-focused villain (such as Mother Moonlight or Nightmare 
  Child, both from Rogue’s Gallery) may have originally planned to attack 
  the parade, only to be overlooked in the chaos. This third party frees 
  both captive villains before they can be imprisoned and—working to-
  gether rather than against one another—turns the next morning into 
  Halloween, Part 2!
  9
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  Dazed?
  One standard action each round
  Staggered?
  One standard action, –1 movement
  Incapacitated?
  Defenseless, Stunned, Unaware
  Fear-Master originally appears in Freedom City, Third Edition.
  FEAR-MASTER 
  PL10
  STR
  STA
  AGL
  DEX
  FGT
  INT
  AWE
  PRE
  0
  1
  1
  2
  4
  3
  2
  4
  POWERS
  Fear Weapons: Removable (–11 points), Array (53 points)
  • Fear Projection: Cumulative Hearing Area Affliction 10 (fear; Resisted and 
  Overcome by Will), Insidious, Subtle, Variable Conditions (see Power Profiles), 
  Variable Descriptor • 43 points
  • Hallucination: Illusion 10 (all senses), Psychic, Selective, Variable Descriptor; 
  Limited to fear-inducing images, Resistable by Will • 1 point
  Subsonic Filters: Immunity 1 (Fear Weapons effects) • 1 point
  SKILLS
  Close Combat: Unarmed 2 (+6), Deception 8 (+12), Expertise: Musician 4 
  (+7), Expertise: Psychology 8 (+11), Insight 10 (+12), Intimidation 8 (+12), 
  Perception 4 (+6), Sleight of Hand 8 (+10), Stealth 4 (+5), Technology 8 (+11)
  ADVANTAGES
  Daze (Intimidation), Defensive Roll 5, Evasion, Fascinate (Intimidation), 
  Improved Initiative, Ranged Attack 4, Startle, Taunt
  OFFENSE
  INITIATIVE +5
  Fear Projection —
  Hearing Range, Affliction 10 (Will DC 20)
  Unarmed +6
  Close, Damage 0
  DEFENSE
  DODGE
  12
  FORTITUDE
  7
  PARRY
  10
  TOUGHNESS
  6/1*
  WILL
  10
  *Without Defensive Roll
  POWER POINTS
  ABILITIES
  34
  SKILLS 
  32
  POWERS
  44
  DEFENSES
  31
  ADVANTAGES
  15
  TOTAL
  155
  COMPLICATIONS
  Motivation—Revenge: Fear-Master will inflict terror on all those who have 
  mocked or opposed him, showing them the real meaning of fear.
  Damage
  NOTES
  1010
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  Dazed?
  One standard action each round
  Staggered?
  One standard action, –1 movement
  Incapacitated?
  Defenseless, Stunned, Unaware
  EMPOWERED DOC HOLIDAY 
  PL12
  STR*
  STA*
  AGL
  DEX
  FGT*
  INT
  AWE
  PRE
  6
  5
  4
  4
  8
  10
  4
  7
  POWERS
  Holiday Transformation: Alternate Form (Enhanced Advantages 16 
  (All-Out Attack, Defensive Attack, Defensive Roll 4, Improved Defense, 
  Improved Smash, Power Attack, Ranged Attack 6, Takedown), Enhanced 
  Agility 4, Enhanced Awareness 2, Enhanced Defenses 29 (Dodge 9, 
  Fortitude 6, Parry 7, Will 7), Enhanced Dexterity 4, Enhanced Fighting 
  6, Enhanced Intellect 8, Enhanced Presence 6, Enhanced Skills 17 
  (Deception 3, Insight 7, Intimidation 7, Perception 2, Persuasion 3, 
  Sleight of Hand 6, Stealth 6), Enhanced Stamina 3, Enhanced Strength 4, 
  Uncontrolled Variable 8 — see  Halloween Transformations, following), 
  Activation (standard action) • 182 points
  Halloween Transformation: The glut of holiday fear has enhanced Doc 
  Holiday’s transformation, adding an additional +2 to his Strength, Stami-
  na, and Fighting in addition to the usual benefits. 
  • Fearsome Presence: Cumulative Perception (visual) Area Affliction 
  10 (Resisted and Overcome by Will; Impaired, Disabled, Incapacitated)
  • Scythe: Strength-Based Damage 6, Accurate, Reach
  SKILLS
  Deception 4 (+14), Expertise: Current Events 2 (+12), Expertise: Popular 
  Culture 2 (+12), Expertise: Writing 4 (+14), Investigation 2 (+12), Perception 
  4 (+10), Persuasion 4 (+14), Vehicles 2 (+6)
  ADVANTAGES
  Attractive, All-Out Attack, Defensive Attack, Defensive Roll 4, Improved 
  Defense, Improved Smash, Power Attack, Ranged Attack 6, Takedown
  OFFENSE*
  INITIATIVE +4
  Unarmed +8
  Close, Damage 6
  Scythe +12
  Close, Damage 12
  Fearsome Presence —
  Close, Perception Burst Area Affliction 10, 
  Resisted by Will (DC 20)
  * These statistics include the additional bonuses provided by Doc Holiday’s 
  glut of fear energy.
  DEFENSE
  DODGE
  12
  FORTITUDE
  10
  PARRY
  12
  TOUGHNESS
  12
  WILL
  14
  POWER POINTS
  ABILITIES
  10
  SKILLS 
  12
  POWERS
  182*
  DEFENSES
  0
  ADVANTAGES
  2
  TOTAL
  206*
  * These totals do not reflect the additional bonuses provided by Doc 
  Holiday’s glut of fear energy
  COMPLICATIONS
  Identity: Doc Holiday is effectively a split personality: his normal self, and 
  his accursed holiday transformations.
  Motivation—Cursed: Doc Holiday is under a terrible curse, seeking a way 
  to cure or end it in his normal form, in the grip of fiendish impulses when 
  the curse takes over.
  Obsession: Doc Holiday’s transformed self is evilly obsessed with the 
  theme of its particular holiday event.
  Damage
  NOTES
  Fear-Master originally appears in Freedom City, Third Edition.
  1111
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  CREDITS & LICENSE
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  Open Game License v 1.0 Copyright 2000, Wizards of the 
  Coast, Inc. 
  System Reference Document, Copyright 2000, Wizards of 
  the Coast, Inc., Authors Jonathan Tweet, Monte Cook, Skip 
  Williams, based on original material by E. Gary Gygax and 
  Dave Arneson. 
  Modern System Reference Document, Copyright 2002-2004, 
  Wizards of the Coast, Inc.; Authors Bill Slavicsek, Jeff Grubb, 
  Rich Red-man, Charles Ryan, Eric Cagle, David Noonan, 
  Stan!, Christopher Perkins, Rodney Thompson, and JD Wiker, 
  based on material by Jonathan Tweet, Monte Cook, Skip 
  Williams, Richard Baker, Peter Adkison, Bruce R. Cordell, 
  John Tynes, Andy Collins, and JD Wiker. 
  Mutants & Masterminds, Copyright 2002, Green Ronin 
  Publishing; Author Steve Kenson. 
  Advanced Player’s Manual, Copyright 2005, Green Ronin 
  Publishing, LLC; Author Skip Williams. 
  Silver Age Sentinels d20, Copyright 2002, Guardians of 
  Order, Inc.; Authors Stephen Kenson, Mark C. Mackinnon, 
  Jeff Mackintosh, Jesse Scoble. 
  Freedom City, Copyright 2003, Green Ronin Publishing; 
  Author: Steve Kenson
  Mutants & Masterminds, Second Edition, Copyright 2005, 
  Green Ronin Publishing, LLC; Author Steve Kenson. 
  Freedom City, Second Edition, Copyright 2005, Green Ronin 
  Publishing, LLC; Author Steve Kenson. 
  DC Adventures Hero’s Handbook, Copyright 2010, Green 
  Ronin Publishing, LLC; Author Steve Kenson. 
  Mutants & Masterminds Hero’s Handbook, Copyright 2011, 
  Green Ronin Publishing, LLC; Author Steve Kenson.
  Mutants & Masterminds Astonishing Adventures: Nothing to 
  Fear, Copyright 2019, Green Ronin Publishing, LLC; Author 
  Crystal Frasier.
  MutantS & MaSteRMindS aStoniShing adventuReS: nothing to FeaR
  Design and Writing: Crystal Frasier
  Additional Writing: Steve Kenson, Professor Christopher McGlothlin
  Editing: Michael Matheson
  Art Direction: Hal Mangold
  Graphic Design: Crystal Frasier
  Interior Art: Steve Ellis, Alberto Foche, and Domenco Nezitti
  Publisher: Chris Pramas
  Team Ronin: Joe Carriker, Jaym Gates, Steve Kenson, Ian Lemke, 
  Nicole Lindroos, Hal Mangold, Chris Pramas, Evan Sass, Marc Schmalz, 
  Will Sobel, Owen K.C. Stephens, Dylan Templar, Veronica Templare, 
  and Barry Wilson
  Mutants & Masterminds Astonishing Adventures: Nothing to Fear is 
  ©2019 Green Ronin Publishing, LLC. All rights reserved. References to 
  other copyrighted material in no way constitute a challenge to the 
  respective copyright holders of that material. Mutants & Masterminds, 
  Super-powered by M&M, Green Ronin, and their associated logos are 
  trademarks of Green Ronin Publishing, LLC.
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  1212
  Nothing to Fear
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