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This was a 2-show of 1 player and 1 DM for the Summer 2012 playtest of D&D Next.

Day 1
[Following a repentant cultist's report concerning Doomsday and the base of the recent raiding operations, the party, after a mid-sized and ominous description, throws their gaze over the desolate gully and its silent, eye-less watchers: the yawning holes deep in the hillsides, the black mouths of the Caves of Chaos!]
Player: And I asked you what we're doing here.
DM: You're the character; you tell me.
Player: I go home.
DM: *Backstory!*, or the Borderlands will go up in flames.
Player: I don't care about Borderlands; that game only looked fun when I wasn't playing it. [still plans to buy Borderlands 2]
DM: There are raids on the Borderlands -
Player: Can I join them?
DM: No.
Player: This isn't D&D; I'm going home.
DM: Well, you can...
War Cleric: I don't think my god would allow that.
[The party, consisting of an elf wizard and dwarf war cleric, enter the ogre's cave. The DM decides that on a 6 on a 1d6, the ogre would be away at the moment. Rolls a 6. When would be the most fun way for it to return?]
[The party find a secret door, decide not to open it until after they stash the sack of coins, many of them copper coins painted gold, and kegs o' hooch. On their way out, they find an ogre in the doorway. The cleric throws the bag at the ogre, spilling the contents across his feet; the wizard casts shocking grasp on the coins. Because they are mostly copper, they conduct well. While the ogre's startled, the cleric powers up while the wizard turns invisible to sneak behind.]
Wizard: "I grasp the ogre's testicles...shockingly."
[A subsequent swing from the cleric's hammer sends the stunned ogre reeling toward the back of the cave. The cleric chucks a keg o' hooch at the ogre while the wizard catches it, airborne, in a cone of fire from his palms. The barrel just sat there smoldering. The cleric clubs the ogre again for good measure, and the party dives from the cave into a gully outside, abandoning their treasure.]
[Following the explosion, a wave of copper erupts from the side of the canyon topped by a flaming ogre. The wizard freezes the ogre's feet to the hillside, and the beast bellows. The cleric downs healing draught. A few rounds pass wherein the party repeatedly freezes, approaches, hammers ogre, and retreats while being peppered by a growing number of arrows (goblins arriving to defend the ogre).]
War Cleric: Guardian says that, when a creature within 5 ft of me is attacked, I can interpose my shield to give disadvantage to that attack."
DM: Yeah.
War Cleric: Well, I'm a creature within 5 ft of me.
DM: ...
[Orcs begin to arrive too, and skewer the ogre on their pikes. The wizard casts the goblins to sleep, and the party spends several seconds gathering up what coins they can while the orcs finish off their enemies' dreaded mercenary. (The orcs finish off the last 5 hp of ogre; the entire encounter, from when the ogre arrived, was 12 rounds.)]
[The party must leave 1074 cp behind, as they are antsy to go. 5 orcs are gesturing at them; some are pursuing goblins. The party runs past the goblins' cave and spend the next 30 seconds dodging their arrows. The wizard faints, pierced by an arrow.]
[The now ragged party spends the night at the keep on the Borderlands. At the keep's temple, the dwarf dumps his elf companion's near-corpse at the priest's feet. "Can you fix this?" The priest agrees for a 10 gp donation. The dwarf spills 1000 coppers at the priest's feet. "God... bless you, my son." They sell the cheese found in the sack for 10 silvers and ask regional lore of Joran, a keep clerk. A halfling rogue joins the party. Somebody realizes he hasn't chosen spoken languages for his characters.]
Player: Is Owlbear a language?
Theoretical Owlbear: I wanna eatchu.
Theoretical Player: Blah, blah, blah, Diplomacy!
Theoretical Owlbear: I wanna eatchu.
Player: No...that's not going to work. Who did the Keep say were reported in the raids?
[The Player settled on Goblin.]

Day 2
[Upon cautious return to the ogre's cave, the party finds that the secret door is pull, with no grip on their side. They use a crowbar, wind up in the goblin guard chamber currently in use by several guards. Besides the party's torch, it's pitch dark because goblins see in the dark.]
[The party fought many of the guard out down an inclined hall, upturned a table to form a barricade from that direction. Hearing footsteps approaching from all directions, they spilled a bucket of water they found down the inclined hall and used shocking grasp to fight goblins with science. They didn't count on goblins coming from the opposite hall entry, having ignored all the signs.]
[Necks encircled by goblin spearheads, the party shouts in their best goblin that they'd never let them use the Eye of Gruumsh. The goblins stop. A goblin twice the width with a maned helm pushes thru the crowd. Once the goblins determine the party is not from any cult faction, they escort the party thru many turns in the dark into an ember-lit mess hall full of armed hobgoblins, where a particularly grim hobgoblin with a patched eye beckons out the cleric and they take turns hitting each other with sticks until the former thinks he's seen enough and the party is pressed from the chamber to the sound of the helmet gob and eye-patch hob argue about fealties owed to a queen, mercs, shock troops, and who's a traitor or not. The party is again in darkness, herded into a small cave, the deep sound of moving stone at their backs, the only exit a skylight far above.]
[An interpreter emerges by-and-by, and the party bargains to help the goblins on a few points in return for the goblins' goodwill.]
[Later, in the forest, they spy orcs entering a hidden cave.]
Player: What are we actually supposed to be spying on? Nothing's happening!
Goblin: We don't want to be here after dark.
War Cleric: It is after dark.
Wizard: Aren't there tigers in that cave?
Goblin: Oh...yeah...wait, then why'd the orcs go in there?
[Orcs bolt from the cave, arms full of fungi.]
War Cleric: All right, everyone up in the trees! (No wonder you're losing the war!)
[A great, loping form shoots after the orcs, two goblins caught below are chased by a second monster and bee-line toward the orc cave entrance. From the trees the spy party sees flashes of light from a distant cave (cult's). Packs of reflective eyes in the darkness yelping and whooping pour from the hills and are ambushed by many large, tall shadows swimming about the valley floor. Smashing and shouting is heard from the orc cave mouth.]
War Cleric: This place is crazy; let's go home.
[They lead the goblin scout party to a cave inside a relatively quiet, not on-fire corner of the valley, wherein they find a sign in the entry way telling guests to head left for amenities; the party turns right, and before their hands touch the doorknob at the end of the hall, the door swings open, almost flattening War Cleric against the wall. They see a giant, dark fur-covered face taking up the entire doorway.]
DM: The face says-
Player: 'Save versus Dragon's Breath!'
Face: Why didn't you go left?
Player: I can't read.
[The war cleric flattens the face with his hammer. Backed by their archers, the party breaks into a the room, which is deep red-orange in the light of a great fireplace. Shaggy assailants fall from ceiling and grab the cleric, carrying him to the burning hearth. The goblins shoot arrows into the room, but the carpet-man uses the cleric in its arms as cover, then forces him into the fire. After a struggle, the party sets the room's catnip supply and their own hemp rope on fire, climbs up the chimney to the outside, wedging the bodies of two of their enemies tightly in place after them. They emerge from the chimney atop a hillside. A hobgoblin detachment accosts the party to supplement their jailbreak mission and the party re-enters the same cave with them. In the basement, surviving a terrible ambush, the party finds warriors from a raided caravan in a slave cell, and chained to the jail's walls, other, odder inhabitants: a dark, wild-eyed man speaks in a voice like an approaching storm.]
Man: I am Ragnar! Unleash me, and all the gods of battle will be yours!
Player: Cool!
[Ragnar heaves War Cleric against the wall violently, roaring a battle cry as he speeds out of the chamber and into the darkness.]
Player: Um, okay. [turns to a gnoll prisoner] What will you do?
Gnoll: The same thing with less shoving?
Player: Okay, here you go!
[The party takes the caravan members and what sacks of grain and meal they can carry, and escape to the keep. The erstwhile caravan guards that were captured join the party: a dwarf fighter and human cleric.]

Day 3
[The hobs send the party ahead into the Temple of Chaos as a decoy while they free their queen, said to be hostage inside. The high-ceilinged inner hallway is black marble veined with pulsing red veins. Great alcoves line the halls; in them sit gaunt bodhisattvas, about 8-feet tall, in lotus position, their eyes on the verge of opening or closing, their lips and gums retreating from needle-like teeth. down a narrow hall, the party hears a woman's voice from beyond a barred window in an iron door.]
Player: Lady, why are you crying?
Lady: I will be sacrificed to the cult's demons.
[It is then they are attacked by hooded people in the dark. They discover that these men are already dead.]
Player: [noting Turn Undead ends if the targets are attacked] Does disrobing turned undead count as attacking them?
DM: No.
[They strip the zombies of their cult uniforms. As the party stands guard outside the doors, the war cleric undoes the veiled lady's manacles in the cult's dungeon.]
Lady: The cult has overrun the shrine, seeking the power they think it holds, and its worshippers are made its slaves. This is what happens when outsiders know of what sleeps in the shrine. No one from outside, who does not belong to valley, should leave here alive.
[The veil blows back. Her face is hollow, like a doll's head broken open, and snakes pour from it. Something else unseen is felt escaping that emptiness, hardening all flesh it touches. The war cleric leaps back and closes the prison door on her. The lady immediately reverts.]
Lady: ...I'll be good. Please return me to my knights.
[They leave her with the hobgoblin scouts waiting outside the shrine, then reenter. Exploring the area they left, they find a torture chamber. A robed figure with a tong in one hand and a hot poker stops them.]
Robed Man 1: Wait a minute!...You didn't take a number.
Robed Man 2: Now serving number 1.
"Oh boy!" [The man sitting ahead of the party in the comfy chairs leaps up and runs toward the robed men, who beat him mercilessly before chucking him in the iron maiden and throwing it into the fire pit. He is melted by lava.]
Ding!
"Now serving number 2...number 2?"
[Party find goods in storage stamped with the sign of the caravan the new party members were protecting before they were imprisoned. The halfling rogue climbs among the crates and acts oddly, as if she is suddenly underwater. The party notes there is something large and translucent taking up much of the chamber, including some of the bounty. As it moves after them, the party rescues the rogue by constricting a lasso around the translucent and mostly permeable shape until it tightens around the character inside. They then heave her out. They then fight the shape until it can no longer be found.]
[The party again slips off to the keep, this time with as many stamped goods as they can carry. Some level-up.]
Wizard: Do I have to summon a cat familiar?
DM: No.
Wizard: Can I summon a tasty boar familiar?
DM: No.
Wizard: How about a juicy chicken familiar?
DM: No.
[They return the stolen caravan goods and hear of hobgoblins capturing a merchant family and a guild reward for their return. They also hear hobgoblins are known to eat humans.]

Day 4
Player: I explain to the hobgoblins how they owe me at least 3 and a half favors.
[As the guard relays this to his captain, his one good eye darts sharply between the guard and party like a dagger that hasn't decided which to kill.]
Capt: WHAT? [pushes guard aside, jabs finger at the party] You've got a lot of nerve!
War Cleric: I thought that's why you liked us.
Capt: Hah! [punches dwarf]
[In return for the return of the guild members, the party is the first wave sent into the shrine to drive out the cult. On their march there, they follow the sound of rending owlbear meat and find Ragnar, who says he won't be hungry for a month but his purse is feeling light. The rogue empties her purse of 58 false gold pieces, 3 silvers, and 13 coppers (she'd previously stocked up on 21 flasks of assorted chemicals, 500 ball bearings, and 5 pitons, most of which she will forget she has before the end).]
Rogue: Let's go to the Shrine of Evil Chaos and kill things.
Ragnar: Ragnar finds that pleasurable.
[They arrive at the cave entrance and find the first of the hobgoblin parties. Our party is marched into the dark hall with hobgoblin blades at their backs. The hobgoblin warlady (whom they have not seen before now), informs them that they will desert on peril of their perforation.]
[They found the south extremity of the great hall sealed by broken rock and bags of sand. Turning their attentions down smaller off-shoots, they discover a room of only darkness and sighs, which they do not enter, and a former audience hall where their torchlight is answered by red glinting from the back. Tall, thin, armed men stand silently at attention therein, and the party stop short of attacking them, turning again toward the red glinting: four large garnets set into a throne. That is when thin men draw their swords. Following that fight,  Ragnar demands more than half the gems and the party is leery of crossing him. Their noise attracts a troop of the robed dead. The party fight their way to the door and escape. Using the robes stolen the previous day, they spoke to cult adepts in a side room. The cult used demons to locate the shrine, seek out its back spaces, to fight and capture its steward (the lady). They know the leader found a "great power to which even demons bend knee" in the bowels of the shrine. Also:]
"We already found the Eye of Gruumsh, if that's what it is, but we dare not use it or go down that passage again. Our demons were no match for it. I heard our leader had the passage sealed until further notice."
[A black iron bell without a ringer rests in the dim chamber the party finds. Forms dance upon the wall. The wizard examines it. A throaty voice inside him speaks words he doesn't understand, He can't staunch them as they pour from his mouth.]
[The bell without a ringer rings.]
[An alarmed cough or cry, at times as deep as a lake, at times breaking into shrill, awkward notes, echoes down the great hall from the south, soon joined by others, and the sound of many feet. Undead erupt from the walls and entrance.]
[The party flees further into a suite of small, attached rooms, finds an escape door behind some murderous furniture, and finds itself farther down the main hall. The sound of combat rings near the shrine entrance. By their lamplight, they find the northernmost of the great alcoves now empty. Retreating back, they shelter in a checkered-floored room. They test each color of tile for traps. At their entrance, numerous black candle flames wink to life. Bent relics groan to life upon an altar now visible at the back of the room. The artifacts appear to breath, but do not move from their arrangement.]
DM: According to the module text, they glow purple.
Player: I don't need to Detect Evil to detect THAT evil.
DM: Why is my favorite color always evil?
Player: I rearrange the evil artifacts! [resists the curse]
[Behind them appears a mural: a boringly calm rendition of the forested hills of the region, but, as they watch, a growing stain bleeds from a cluster of caves, converting the vista to a barren, and twisted hell, lighted under a bloated, red skull drifting amid the hazy clouds. One eyeball peers luridly from the back of a cave-like socket, a thick line of dark blood pours from it onto the hills and trees. Demonic shapes emerge from the shadows and crags of those hills, two holding onto the pale form of a struggling human child. A dark-robed man approaches down a lonely road therein, growing larger till he actually steps from the mural.]
Man: I've seen it! You're too late; the eye of our lord will emerge by itself in a matter of days and shed all the world in its glorious light.
[Shadow tentacles spring from the relics and assail the party. The wizard creates light with magic; the greater light sources multiply the shadows but dilute their weight. The man's metal staff winds itself around the wizard and bares bronze fangs at its end. Someone breaks the staff, and others rain blows upon the man. His skin chips like dry plaster. Flakes of him flutter to the checkered floor. The rents grew larger and quiver in winds the party doesn't feel. Black streams erupt from his left eye, but the party avoid these searching "fingers". I forgot who lays the final blow, but the man splinters. The winds that blow through the desolate valleys of the mural snatch these scraps up and dance with them down that lonely road, disappearing there.]
[The alarm still sounds outside. The party moves cautiously from the chamber. A giant form stumbles in the shadows of their lights. Its head rolls on its shoulders, too large for its narrow neck, but sound escapes: a belabored, deep, and sometimes high-pitched moan.]
[The party covers the floor behind them in oil, the rogue empties around 100 ballbearings across it, and the hall is set ablaze. The giant stumbles heedlessly onward, flames crackling along its dried skin, and the party flees down the hall. Bodies of hobgoblins and robed figures litter the halls. The fractured remains of a stone bodhisattva are strewn across the floor. They encounter the hob warlady near the entrance, flailing vainly at a winged creature made of inky scripples with eyes of light. The party shoots its body, with dissipates like blown smoke, but its bright, orbular eyes streak outward, exploding upon contact with the floor and wall. The warlady, shield worn and armor splattered with the bile of her enemies (and perhaps of her friends), barks, "Follow the queen!" and charges into the darkness. The party, as is their wont, head in the opposite direction.]

What follows is how I prepared the May 24th D&D Next playtest materials for play as DM: how I "unboxed" the adventure.

First, the Bestiary.
I appreciate that paragraphs (namely, the Legend and Lore ones) are given to aspects of evil humanoid cultures other than how inhumane or what flavor of jerk they are. The goblins' somewhat tragic underdog niche, the hobgoblins' discipline and devotion, and orcs' superstition were fun to read and role-play. These humanoids were undeniably unsympathetic and brutish, but they also had a story as people, they weren't XP-bag bogeys that only lived to die on the end of a sword.

This aspect of them was necessary to make Caves of Chaos as flexible as it was; the group I DMed actually allied with the goblins and then hobgoblins and coordinated raids with them upon other humanoids. These were cautious, passive-aggressive, who's-using-whom alliances won with proofs of prowess and medical service, but alliances still, and they were only possible because both sides were visible as people despite their bestialities. Their humanity made their bestiality interesting.

Now, the Adventure.
The module itself does not appear at a pass to be much: several room areas occupied by large numbers of homogenous monster groups, but I felt more appreciative of it after actually running it. What did these tribes want? What were their relationships to each other? Noting the locations of the tribes and who had whom as prisoners in their dungeons, I made up my own situation:

The Shrine existed before the cult moved in. The Medusa lived there as its protector, using the humanoid settlers as support. Only the Medusa was allowed in the farthest rooms of it, and only she knew what it held.

I used the MM descriptions of the humanoid cultures as a starting point:

The militant and disciplined hobgoblins became the Medusa's sworn guards. With her as queen, they united all the tribes under her with their tribe as the ruling class.

The cultists came seeking the source of their visions of power buried in the hills. Under the queen, no one could use the power of the shrine. The cult claimed, "Under us, the shrine's power will be tapped for the benefit of all." That, and claims that the shrine held the eye of the orc's god from the region's mythology, convinced the superstitious orcs into helping them. I extrapolated that gnollish worship of demons was linked to some discipline to constructively channel the powers of fear, rage, lust, and, in their legends, even their own deaths. The cult's ability to summon and bind the demonic representations of such emotions gained them the gnolls' respect.

The cult overthrew the queen with their demons, but the hobgoblins secretly remain loyal to her and plan her rescue. They only ask for PC help if the PCs prove their prowess. The goblins didn't care for queen or cult, but realize they need strong allies for the good of their tribe. They may be friendliest toward indy PC parties. Kobolds just want to be left out of it. They may think PCs are ugly hobs or cult members. Bugbears want to seize rulership for themselves and have been preying upon everyone as much as they can blame on other causes (owlbear predation, fatalities of raid expeditions, the rebellious tribes).

I ruled the caved-in section lead to the bowels of the shrine and the "Eye"; according to a cult adept: "We already found the Eye of Gruumsh, if that's what it is, but we dare not use it or go down that passage again."

Because orcs and gnolls had to feed the cult as well, raids have been more aggressive and frequent. The keep's regular militia defend the caravan lines, and they've been forced to supplement their forces with freemen mercenaries (that's where the PCs come in).

A recanting acolyte revealed the caves as a raider base and said a cult was the ringleader, even planning a war in a few weeks in the region.

The PCs asked the keep's chronicler, Joran, for any info on the Borderlands region. A mythology attached to this land was that a god put out the eye of another god, and the eye fell to earth (the orcs, as I've said, share a similar version of this tale).

So laying this outline of a civilization was fun and actually fairly quick, but I was concerned my party would try to kill everyone without talking to anyone. Contrarily, what followed was much more colorful.

OVERALL GOAL: PROVOKE JUDGEMENT & PARTICIPATION FROM PLAYERS
1. Put players into their characters' bodies. Show; never tell. Observations are clues, not answers. The DM is a window, not a character. Because players learn thru what they are shown, describe succinctly as many separate specifics as you can about what the PCs perceive going on around them. This gives the players something with which to work. Avoid multiple specifics about the same thing to avoid slow-down; if the PCs want to know more, they will inspect further.
    Making the world alive:
  A. Avoid game terms (ie hit, damage, hp) and automatically naming things encountered.
  B. Describe using multiple senses.
  C. Everything has an adjective (be evocative)
  D. Emphasize what is different about your world
    -vocabulary/names: science-fiction worlds could use dozens of technical terms for made-up technologies; Period European sets could use words like forsooth, forfend, fain, betide, thou/thee, ye/you; place-names could push one's diction: wold, cuirach, sluice.
    -Exoticize traits that may otherwise be glossed over as mundane: perhaps the different coins hail from separate realms, perhaps elves are rare and more ghostly.
  E. Give things context: When you mention something, connect it to something else (Ex: this gate has a plaque claiming its dedication in the Year 485 to the reign of Duke Belion, who forged an amnesty with the east city-state to which this road leads; "this item is so expensive because reef pirates are blocking the usual trade route we use"). This info may relate to the adventure later or be mere color.

2. Give players creative power in things they like.
    Give them a chance at what they want, but attach a price.
    Real decisions and consequences.
    Clear goals (even if how to get there isn't clear) and direct feedback.

3. After & above all: What's the players' experience? If it is fun for the players to do, don't make the dice do it for them, but if it's not fun, discard or change it.

Ex1: Don't say, "the bugbear attacks, hits, deals damage"; say, "The shaggy shadow swings his morning star. It only clips you, but its weight spins you backward. [If the player is keeping their sheet, say damage]."
Ex2: Rolls and common observation don't say the patterns on the wall are part of a secret door. They don't tell you the trip wire is a spear trap; they don't tell you that clatter earlier was a bugbear failing to hide.
Ex3: I see the NPC gazes steadily at the sword on my pack; it does not tell me he wants my blade, recognizes it from the city barracks, or fears I'll draw it.

RECIPE FOR ADVENTURE: NEED, RISK, SURPRISE
NEED: An antagonistic force (circumstance, a person, the law of the universe) stimulates the PCs to change, to act.
RISK: Satisfaction comes from unravelling a problem on one's own with chances for both success and failure. Give the party a mess with no obvious or pre-decided solutions. It is the players' job to make their own solution. One could offer them something they need at the cost of something else they need, or all immediate options may feel rotten. For example, they may have to choose from among duty, virtue, and personal desire, and there may be valued NPCs betting on different outcomes.
SURPRISE: As Super Mario's creator MIYAMOTO Shigeru says, "Put a surprise in every box." The PCs will do things unexpected; you should too; happy, sad, whatever to keep the feeling that anything could happen.

STORY
As DM you're not telling a story; you're setting up world events and NPC schemes that the PCs then run into and tear apart with their own choices. The story is born of that ensuing, collaborative chaos. The DM must not be attached to specific things; neither world nor story stops because the characters die or the kingdom falls.

DM's business: Know NPC motives, what they have done & are trying to do. Don't wing this part. This way, you will know how NPCs will react even to unexpected turns.

The character develops plot importance and players become invested in them naturally as play goes on; one needn't artificially induce it.

Player Engagement with the world comes about thru #1 & #2 at the top: #3 makes them want to return.

A few years after 4e came out, I fled the collectible mathematical combat paragraphs and intricate decision-killing synergies to make my own edition of D&D, one that could use, with minimal adjustment, all the edition books and basic box sets of spells and monsters I had. Players use this page instead of the books for the main rules (it is however written with the assumption one knows the very basics). So, for what it's worth:

ROLLS Show

SUSTENANCE
• Healing: (for all %, round up)Food/Camp heals hp=25% max hp
Inn heals hp=50% max hp +room bonus (inns may offer varied rooms for varied prices)
• Food items: pickled egg, candied fruit, salted meat, smoked fish, spiced cider, bannock. 1sp /item.
Can hunt/gather for a immediate meal, but to store as an item for later, it must be preserved. Preserving spice is 5 cp/ food item to be made.
Food cannot be eaten during hasty situations such as chases and battles, but potions can be.
• Water Supply: A barrel contains 10 ticks. A Waterskin 2.
-For each character, drain 1 tick per day out of rain or away from fresh water source (ie river, snow).
-Drain 2 per day instead if above conditions AND harsh clime (ie extreme heat/dryness)
-If you must drain a tick and cannot, instead: Fort DC 10, 15, 20, etc each time in a row you've done this. If you fail, take damage = your level.

MISC
• Drowning: Can hold breath 2 rounds for every point of Con before 10,15,20, ...vF/round. If fail a check: death saves. if you succeed one, a plot device washed you up on the surface, a whale swallows you, etc.
• Experience Levels: XP empties at level-up. To reach next Lv, get XP = (class XP increment) x current Lv.
Monster XP: 10 per HD (5 if minion), +10 per difficult ability (>6attacks/rnd, invisibility, charm, regeneration, weak poison), +20 per deadly ability (virulent poison, petrify, level/ability drain).
• Monster Attack/Defense: For 1e & basic, monsters' attack is 15+HD. New AC is 20-(THAC0's AC). 3-4e as-is + 10.

EQUIPMENT Show

COMBAT ACTIONS
Charge: You must move at least 2 in a straight line directly toward your attack's target. You take -1 to all defenses until your next turn. You get +1 to attack the target. If using a pole arm, you roll dmg one more time and add it to the total.
Disarm: You and the defender each roll an attack; If you meet or exceed the defender's roll, the weapon is drawn from their hands (and equipped if you were unarmed). Otherwise you are hit by their attack.
Set against charge: You ready this is an in-case procedure: if the enemy charges, this action happens; if not, you don't do anything your turn. You attack, with a pole arm, a character charging you. If you hit, roll dmg one more time and add it to the total, and you deal your damage before the attacker rolls its attack. If it was enough to defeat the monster, its attack is averted.

MAGIC ITEMS
Scrolls and Tomes: One does not cast from a scroll or tome, one learns a spell from a one and may then cast it oneself. Scrolls and tomes don't auto-erase for any reason unless enchanted to do so.
Using scrolls or tomes without being a Mage: Roll on 1d20 + your Int mod vs 10 + spell's level. If you succeed, things go fine; if not, the spell may be cast against you, the effect may mutate dangerously, or you may merely take damage = the spell's level + 10, at DM's discretion.
Staffs:Only mages may use these; they store spells for use beyond their normal max spells known.
Other Magic Items: Spell-like things anyone can use  (limited-use potions and wands, magical armament), but those are exceptional, not expected.

CLASSES
Berserker (XP increment: 1100)
• Class defense bonus: +1F, +1R
• HD: 4
• Armor: Light & Shield
• Diehard: You do not fall unconscious due to 0 or negative hp (but note that you can still die from failing death saves or negative hp).
• Rage: Before making any attack, you may choose to commit to one or both of the following:
• -5 to your attack roll to roll dmg one more time and add it to the total.
• -2 to all defenses until your next turn to roll dmg one more time and add it to the total.
Using both with a heavy weapon and beating the target AC by 5+, you roll 4d6 for weapon dmg.

Cleric (1100) crusader warrior monk, shaman
• Class defense bonus: +1F, +1W
• HD: 3
• Armor: Any & Shield
• Miracles: Each day you randomly receive up to 2 miracles from each level on the miracle list matching your level or less, each useable 3/day. (Cure allows healing in excess of Lay on Hands.) Making an offering at a shrine allows you to pick one of your miracles instead (within the theme of the shrine). Offer 10 gp per level miracle you may select. You can make many offerings per shrine visit, but this doesn't break rules on level limits or number of miracles per day.
• Lay On Hands: starting at first level, 3/day you may heal by touch, you or another, hp = 50% their max + your Wis mod + your level.
• Turn Undead: Roll "2d6+Wis mod+Lv-tally" for the total undead HD affected. They flee at their top speed. Instead of turning an undead, you may double the HD spent on that undead to destroy it. Any leftover HD does nothing. Each time after you use this ability, regardless of the number of undead affected, add to a tally. All turn attempt rolls are penalized by this tally until you have rested for the day. You may attempt to turn any number of times per day.
• Vows: You may not use your clerical powers unless it is in service of your cause. In breaking these rules, you forsake the Miracles, Lay On Hands, and Turn Undead abilities until the infraction is atoned.

Fighter (1000) knight, samurai, soldier
• Class defense bonus: +2F
• HD: 4
• Armor: Any & Shield
• Stances: You know all at level 1. You may be in only 1 stance at once, and choose what stance to be in at the start of each of your turns.
Counter Stance: When hit by an enemy attack, you may automatically attack the attacker right after (doesn't count as taking your turn).
Cover Stance: Choose one nearby ally at the beginning of your turn. If that ally nearby is hit by an attack, you may choose to be hit instead. (If an area attack hits you and your ward, you'll be hit twice.)
Mark Stance: Choose one nearby enemy at the beginning of your turn. If that enemy nearby attacks but you are not a target, you may automatically attack that enemy right after (this doesn't count as taking your turn).

Mage (1200) mystic, shaman, wizard
• Class defense bonus: +2W
• HD: 2
• Armor: none
• Spells: You learn 1 spell per level starting at level one. Use Int mod on rolls. Any further spells must be found: scrolls. Max number of spells knowable at once= Int score.
Casting Spells: Even if it isn't a combat spell, you still roll. Each time you roll (without modifiers) a number equal to or less than the tally on your sheet, something awfully arcane happens. After you've checked the roll against the tally, add one to the tally on your sheet.
If the roll hits the target DC but doesn't beat the tally, the spell goes off but mutates. If it doesn't hit the DC or beat the tally, it just does something horrible: a Web spell could summon a hostile giant spider, or an extraplanar predator closes in, for example; the DM should have fun with this.

Martial Artist (900) brawler, chanbara ronin, gunslinger, shinobi, swashbuckler, wuxia
• Class defense bonus: +1R, +1W
• HD: 3
• Armor: none
• Acrobatics: You can move through enemy spaces. Roll d20+dex mod+Lv vs their Lv+10.
• Assess Opponent: Once per entity, you may spend a round observing it. The DM will then give you one hint concerning its level/HD in relation to yours, a resistance or weakness it has, or special ability. The DM won't tell you anything straight, but it will concern information the party does not yet know.
• Flurry: Every level divisible by 5, you gain an extra attack per round.
• Techniques: At every even-numbered level, the martial artist learns 1 technique.

Thief (600) pirate, shinobi, swashbuckler
• Class defense bonus: +2R
• HD: 2
• Armor: Light
• Acrobatics: You can move through enemy spaces. Roll d20+dex mod+Lv vs their Lv+10.
• Skills: +Lv to all d20 rolls re: Climbing, Hiding, Moving silently, Perception, and Picking locks.
• Sneak Attack: Once per round, you get a +5 attack versus a target who hasn't acted yet this combat or is specifically distracted. You roll dmg one more time and add it to the total.
• Thievery: You can lift small, unheld items from a target, even in combat. If you fail by 5+, the target notices.  The DM rolls your d20+dex mod+Lv; the player does not see the results.

For the following, *=reversible:
MIRACLES Show

SPELLS Show

TECHNIQUES (10)
Acupressure: Before you roll to attack, you may choose to have the attack be vF: sleep (save ends), paralysis (save ends), or stun (1 round) instead of damage if it hits. You may instead remove any one of those conditions from another.
Battle Aura: (Choose a damage type when using this technique.) 3/day, for the remainder of the encounter, anyone who hits you with a melee attack also takes damage = your level of the chosen type.
Draw!: 3/day, instead of defending from an attack normally, roll an attack of your own. The attack rolled highest is the only one to hit, and it deals double damage (if it deals damage). If the rolls are even, neither hits.
Elemental strike: 3/day, one of your attacks' damage becomes the type of your choice.
Heal Touch: 3/day, you may heal another hp = 25% max hp + your level.
Lightness: Your speed increases by 1 (or initiative by 5).
Mind Block: You are immune to ESP, hold, slow, charm, & geas spells and quest prayers.
Unarmed: Your unarmed attacks deal extra damage = your level.
Wind Strike: 3/day, you may make one of your melee attacks ranged. (Ex: Chun Li has just gotten her 3th attack per round at Lv10 (Lv 10/5=2 extra attacks). She attacks unarmed once normally and uses 2 of her wind strike attempts on the other 2 attacks.)

Factional Schemes

A. (duke VS duke VS commoners) Country X and Country Y are at war. The duke of X is being held captive at a castle now under Y control. Y soldiers are now clearing X loyalists out of X settlements. Some former X ruling class and their followers aim at political liberation from Y invaders, but many commoners from X just want to live unaffected by the fighting; they don't care who rules. Y's goal is to claim a port, which can be found in X (Y is land-locked).

When things look too straightforward to the players, throw them a curve ball; something conceptually simple; remember you have to know how it works to run it.

A. A third country, Z, is planning to take advantage of the conflict between X and Y to launch a takeover of the 2 countries. Z's goal is to expand its dominion, claiming X's port and Y's mines; nominally, it claims to "deliver unto these small, warring states Z's prosperity and stability." It is, however, separated from both X and Y by a great natural boundary (like mountains, marsh, desert, or river). Hoping the watch along this border is weakened in X due to the Y invasion, it moves here. This will make X a battleground between Y and Z. If nothing is done, Z plans to push into Y and take that as well.

What NPCs will be important? Generally, a leader for each within the faction and perhaps some mass troops

A. X duke, leader of X resistance and their soldiers, Y commander and their soldiers, Z commander and their soldiers

What locations will be important for this scenario? Generally the HQs of each faction and possible battle points generic enough to be used even if the PCs surprise you.

A. An X liberation base. A castle or three. A fort along a border. A beset village. A port city perhaps.

Finding a Hook
Something that persuades/enforces the PCs to change, to act, is called a "hook."

Now, the players are responsible for devising their own PCs' motivations, and those should offer the DM some hints at how to engage their interests, but there are things that most every PC should care about: their own life.

Start the PCs in situations wherein they will be trapped, ruined, or dead if they do not act. This is not a hook one can turn down and live, but one could respond to it in varied ways, for it is not a mission directive, but the arm of a threat. They should be able to choose a side among the factions or seek their own path, which would be difficult if they start as loyal followers of one faction, so it is easiest that they start as bystanders without allegiance to any of the conflicting sides.

Review the plans of NPCs or forecasted natural disasters you have previously decided will unfold. Find a spot in these events that offers entrapment but doesn't require too much prologue to explain how the PCs got there. That is where the game will open.

The players should have a choice of faction or independence. Because we have laid out plans, sets, and key NPCs, we will be reasonably prepared in any case.

A. Possible starting places:
1. The PCs are in an X settlement being commandeered by Y soldiers. Maybe they live there.
2. The PCs are hostage travelers or servants in the castle where the duke is held.

Further Examples

B. Factional Schemes: (church & business VS crown) a rich nation's Church wishes to expand its culture to a small "heathen" kingdom, so it works with a business to surreptitiously fund that kingdom's civil war on the condition that the rebels convert. The beset king calls in help from a relative's country (also "heathen") to cut these supply lines, as a Church victory here would for these allies not only replace an old ally with a new wild-card country, but would see a viral alien culture creep closer to their borders. If nothing is done, the rebellion will succeed and its leader will proceed to convert the country.
Spice it Up: 1. A section of the rebellion questions the debt they run from the Church and plan a betrayal. Once the king is deposed, they will oust their leader and plant their own leader who is no ally of the Church.
2. The rebels spare the princess of the king. If popular sentiment is against the rebels, they can use the princess as a figurehead if she would rule by their demands.
NPCs: Church's Business liaison, Business's Church liaison, rebellion's pro-Church-faction, rebellion's anti-Church faction, Crown's army, allied relative's knights, the princess.
Sets: Rebellion base, supply routes, Crown's base, Church base and/or Business-Church meeting place
Starting Spots:

1. The PCs are bystanders caught in a clash between crown and rebels.
2. The PCs are conscripts left for dead by a military faction.
3. One of the PCs is the spared princess (or it can be a prince) and the others her guard, her train, or members of the rebellion. If they are allied with the princess, will they try to escape to the knights or bide their time? If they are allied with the rebels, they can later decide whether or not to start the anti-Church faction or join it. The Princess particularly has different motivators: does she hate all the rebellion or just its leaders, who stand to be overthrown by the anti-Church faction? Does she see the Church as an enemy common to the rebellion and her father, the king?

C. Factional Schemes: (crown & knights VS knights & commoners) In a land recovering from the turmoil of the last monarch, a young heir is placed on the throne. The sole heir was kept secret because of her illicit birth, and a few of the educated townsfolk where poised to turn the land to democracy (who gets to vote or be on the drawn lots is another issue). Many knights, however, are still loyal to the crown family and support the new queen. Unless the townsfolk posses the backing of knights also or some other leverage, they must probably wait to petition more gradual legal changes.
Spice it Up: The neighboring land is looking to expand its borders. A strong leader must be found to mount a defense either diplomatically or militarily.
NPCs: The new heir, the knights loyal to the crown, the educated townsfolk leaders, the representatives of the expanding neighbor (military personal, diplomats, or rulers).
Sets: The countryside near the expanding neighbor, the heir's base, the base of the townsfolks' operations (perhaps a tavern back room or the town mansion of an allied noble), the loyal knights' base (if separate from the heir's), the neighboring land's base.
Starting Spots: The party could be living along the border, or they could be as-yet neutral knights deciding what to do with the new heir and townsfolk.

(Last edited Feb 9, 2012; concised.)

The best way to learn how to make something is to be the audience first. Examples of my aim: The Twelve Kingdoms (book/anime series), Code Geass (anime series), and MATSUNO Yasumi's writing in games such as Final Fantasy XII , Tactics Ogre, and Final Fantasy Tactics: War of Lions.

All strategy (and the intrigue from pursuing it) is about putting oneself in a position of strength. What is judged strong depends on your objective. This means one must at times trade one strength for another.

Being a DM
This article helped me tremendously. In short, instead of planning out the path PCs would tread, devise the plans your NPCs will follow. Your NPCs will pursue their ends, and the PCs are free to do whatever they want.

Powerhouses/Big Factions
The first thing the DM need do is to make the NPC powerhouses of the setting. Treat each one as a character in that it will have:
1. name
2. motive
3. plan to achieve motive
4. three truths the PCs may readily know about it
5. and 1 secret.
Remember: the secret's power is that it must be uncovered by the players; it can't be handed to them, nor can it remain secret in the end. Here are some example powerhouses:

• Church (here meaning a hierarchical, institutionalized, religious power base):
  Motive: Peace thru cultural/moral supremacy. A good Church spreads peace beyond its flock without demand for supremacy. An evil Church prefers supremacy to peace.
  Plan:Bishop or other hierarchical administration figures coordinate efforts. Their power lies in the public's beliefs in their teachings. If they loose credibility, they loose their authority. To keep their credibility, they spread representatives, stories, and art that teach their way early and frequently. Devoted followers may found monasteries/nunneries: communities for contemplation of their teachings. They also attempt to undermine other systems of thought, even other hierarchies that branch from the same religion, making their symbols and champions out to be devils, witches, and heretics. If they have influence over law, they may institute witch hunts, inquisitions, and banishment to cleanse out dissension.
• Crown and other Nobility:
  Motive: aims for stability and consolidation of its rule.
  Plan: In some cultures, the nobility is not part of the military, but in Medieval Europe and Tokugawa Japan, for example, they were. Within their domains, the nobility holds both lawmaking power and military power in the form of mercenaries or legal subordinates. Nobility must yield to higher nobility (unless they have enough power and motive to ignore or overthrow higher authorities). It may also have secret agents who work surreptitiously where public knowledge must be avoided. Stability of rule depends on civil rest, and so nobility will always want to make itself look good...at least to the people whom it believes can affect its rule. To this end, punishment or reconciliation of rebels may be publicly displayed.
• Commons:
  Motive: seek quality of life; freedom from fear, starvation, bloodshed, etc. so they can grow the keystone of the nation's economy in peace.
  Plan: They grow the food, sometimes man the lower ranks of a military, and circulate products. If too much is demanded in payment to authorities, or the lean years have not been eased by the opening of the authorities' granaries, they will have complaint. Petitioning will work with perceptive authority. Otherwise, mob justice and boycotting are usually their only weapons. They are commonly the vastest in numbers, but not always well-organized.
• Business:
  Motive: seeks wealth and ways of guiding wealth to itself. May be a front for other bodies to produce funds or collect a certain type of item with which they shouldn't be directly associated (such as money and the clergy, smuggled goods and a foreign baron, or a king supplying a rival nation's rebels with weapons during a civil war).
  Plan: Obtain it where it is in least demand; sell it where it is in most demand. If politically inclined, they may champion laws that give them wealth, regardless of their effect on the general populace. To that end they will monetarily support friendly lawmakers and other authority; they do not have that authority themselves. They may also have means to hire mercenary force to protect their wealth.

Planes of Power
The rules of government are commonly enforced by the army of the state, yet the offices of the state and other support may be bought by the wealthy or obtained thru demagoguery; the wealthy and those of law may in turn be discredited by the church's sermons, who gain the people's ears thru humanitarian gifts or teachings of imaginary salvations and consequences. All use their own methods to play at power, either believing their actions just or believing the end goal will eclipse their smaller crimes. The commons are denied power by someone with more wealth, position, or popular attention than they, and hence always look to heroes, those who pursue justice despite their own mortality.

Schemes
For your NPC schemes, start straightforward and simple. This works because the players don't see the whole at a glance (just enough to be interested), and they get to participate in it and thereby change it.

Role is the Heart of Role-Playing

Role-playing is about assuming a role, an identity different from your current one, be it an entirely different person or a version of you who lives in another world, and choosing what to do under such-and-such circumstances (which are often set by somebody else).

Let's take a choice like: "would you rather go the safe road that takes longer or the short cut that's dangerous?" By itself, it is hardly role-playing until you stipulate who or what "you," the role, is and perhaps a more details about the setting for "you" to consider and better interact with "your" world.

If you don't have a role, you don't have a foundation to role-play. Also, if your options are too restricted, hence creativity in answers limited, the role-playing will be limited too. What if, in the example above, you decide to venture the road at a different time or turn back, avoiding either road? What would happen then?

Role-Playing - Role = Playing

What if, in the previous example, you, the player, knew that something horrible awaited down one road, but the other led to great fortune...but the character did not know? You, as the player, would try to find a way to justify turning down the "correct" path, right? Role can always be ignored by selecting only what effects one finds beneficial. It is always done with a mind toward saving the player or character some present or future hardship, but it only conflicts with role IF the player knows what the results are while the character does not.

Without considering role, choices like this are purely strategic (which isn't bad but changes the nature of the game); in contrast, strategizing within the confines of character knowledge and behavior would be both strategy and role-playing.

Keeping Role

To keep a role-playing game from dropping role when it shouldn't, do not allow the players to know more of the consequences of their actions than their characters know (in other words, eliminating "meta-game" knowledge). Conversely, one can draw no difference between character and player knowledge, keeping the game purely strategic (as in chess or go), assuming there are situations that encourage strategic thinking, of course.

One can encourage both role-play and strategy simply by offering many open-ended choices with mechanical, story, &/or flavor consequences. The difference between a pure strategy game and a role-playing one is whether or not keeping to character knowledge is a concern.

You know you're playing D&D differently when your player says, "I think I'd like to play in a Medieval Europe setting next; it would feel more exotic."

Up until then, we'd played in a science-fantasy setting reminiscent of Outlaw Star or Xenosaga and even tried our hands at Japanese gothic horror, but the last fairly European-inspired session we'd played was in about 2000.

PART I - What is Medieval Europe?

When I think of European-inspired settings, 2 large fields spring to thought:

1. Historical Europe, which one learns in pre-college textbooks was a stark and drafty place inhabited by a gray-skinned and disturbingly hairless people who wore ugly things like apple green with pink trim, spent way too much time in church, and probably perished in some nebulous event (XXXX-YYYY) on page 154. However did elves, magic, and fashionable video game heroes come from this?

Part of the problem is US K-12ers tend not to be taught history from things like the court records of Jeanne D'Arc or the diaries of Napoleon Bonaparte; they're taught it from some list of dates bleached of all faces and world context out of which someone screened most social meaning anyway to sell in those school districts that haven't moved past 1926.

2. The other is what you get when you go anywhere else. Many copied from the work of a man whose name begins with a T or the game of 2 men that's called D&D.

But without certain elements of a campaign setting (and I've yet to find a pre-published one I've liked entirely), where's the culture? What parts of the culture make it "Medieval European"?

Research! Every culture out there has interest in it, but you have to view the living thing. To wit: ancient Greece wasn't a place where everyone walked around in white sheets, carved white statues and made white buildings with pillars instead of walls; there's evidence togas were brightly colored, those statues painted, and many Greek buildings made of wood, mud, or clay: Anything surviving is just foundations or temples from around the 4th century BCE. (Imagine if all that survives from our century is parking garages.) Think ancient Greece looks a bit more interesting now?

So I rummage thru Joan of Arc by herself and her witnesses by Régine Pernoud, Daily Life in the Middle Ages by Paul Newman, books on historical knights, a complete copy of the Brothers Grimm fairy tales, and various articles on topics from the Wild Hunt and Sluagh to manor life and the price of a Saracen slave.

Did you know not all Jotunns were humanoid or even giant? Did you know the Medieval Church tried outlawing battle on most days of the week?

Try these:  Medieval Society, Medieval Sourcebook

PART II - How to get there

Culture can be tricky to convincingly portray in a medium that often has few visuals and sound. The trick is not to merely rename things, but to change how they act, as appropriate.

Take this story:

Lord of Avon and Lord of Clane were to be given lessons in court etiquette by a powerful noble Marquis Clyde, one of the Duke's men. This Marquis was something of a grating character, and bore his students roughly. While Clane's counsellors bribed the Marquis to treat with their lord kindlier, Marquis Clyde's insults fell heavier on Lord Avon, even in public, for not offering similar favors.

In a corridor of the Ducal Castle, after one such outrage, Lord Avon attacked the Marquis's face with a dagger, managing but a light injury. Nevertheless, it was treason to draw weapons within the Duke's Castle.

In punishment, Avon's own castle was seized his retainers kicked out. A certain number of the lord's knights, however, sought revenge against Marquis Clyde, and planned his murder. Beforehand, they divorced themselves from their families lest the families be held legally responsible, for the knights knew the law against what they would do.

They later set the Marquis's head upon their lord's grave. The knights gave an abbot there what money they had, asking him to bury them decently and offer prayers for them. They then turned themselves in.

Does this smell strongly of Medieval Europe to you? Do you feel it?

I don't. This is the story of the 47 Ronin, a famous historical event in 18th century Japan. If this took place in Medieval Europe, 'twould seem to me the vassals wouldn't be punished for their lord's own misbehavior and any vengeful knights would not turn themselves in. Further, the story of court insults and offense seems more Japanese to me than Medieval European.

Some themes do carry across cultures (by this fact many Akira Kurosawa chanbara films were remade as westerns), but while like sacrificing oneself out of loyalty is fairly universal, it can be done in different ways (and each culture may have a preference). If one can't make D&D distinctly Japanese merely by trading trolls for onis and claymores for katanas, why would D&D waft pungent of Medieval Europe by the mere presence of plate mail and mead?

They must act the part! Where's the religious hierarchy in government? Where's the legal web of whose-fiefs-are-rented-from-whom? Are you a noble, free-man, serf? Knights lived on manors, you know! Must you know another language entirely to be able to speak in court? (At some point in England it was French; dig it.) Are your lands named things like Avenois, Vausten, or Westfalia (as opposed to those alien Ryk'tk'ixxz-Vaa names that pass for spelling in places)? Do your trolls have tails and turn to stone in daylight? Perhaps your next reward will be a mill that generates income depending on how good your rental prices are (instead of ABC gold pieces). Such things serve the heart of a culture beyond different looks and sounds, and therein lies the path to that exotic or familiar place you want your game to reach.