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Proteus: Second Edition uses a unique system that bears only a passing resemblance to that of the original game. The game has been completely redesigned and has many influences, including Burning Wheel, World of Darkness, Shadowrun, Earthdawn, Eclipse Phase and several others. Proteus is now more of a story game, driven by well-developed characters and supporting any manner of adventure or conflict in which they may find themselves, be it an issue of political intrigue rife with social tension, a clash between armies over a key settlement, or the exploration of an ancient ruin. Of course, the system is robust enough, "crunchy" as it were, to support players that desire a traditional combat-focused dungeon crawl.

Lineage Character Creation System
Proteus Second Edition features the new Lineage character creation system. This new system allows players to design their characters starting from the genetic level. Play as a Raagon-Human half-breed or a cross between Seitarin, Lanaari, and Fllorien. There are hundreds of possibilities! Once a character''s lineage is determined, players will select Backgrounds for their characters, determining the skills and abilities available to the character as well as their history.

New Game System
Proteus Second Edition uses a new simplfied dice pool system that eliminates many of the adjustments that bog down gameplay. The dice pool and damage systems now both use six-sided dice. The game is now much more character-driven, which gives players a lot more freedom and control over the game while taking some of the burden off of the Narrator.

New Races
Proteus Second Edition features three new sentient races - Flloriens, Lanaari, and Yidiku. Players will now also be able to play as non-Human characters, as well characters of mixed species.

New Novitic Abilities
Proteus Second Edition replaces psionics with new novitic abilities. The term novitics is derived from the latin word for energy. Characters with novitic potential can manipulate various forms of energy to create a wide range of effects. Players will be able to design custom novitic abilities on the fly, enabling their characters to adapt quickly to any situation.

Improved Combat System
Proteus Second Edition uses a new combat system that retains the balance between cinematics and realism, while allowing for greater flexibility and more varied weapons and armor. The new incremental damage mechanic simplifies the relationship between the success of an attack and the damage caused by the weapon used. Quick conflict rules also enable quick resolution when the full combat mechanics are unnecessary.