Larry DiTillio designed Masks of Nyarlathotep.

That single statement is all the introduction DiTillio needs, at least for fans of Chaosium’s classic Call of Cthulhu horror tabletop roleplaying game. First published in 1984, Masks of Nyarlathotep (written with Chaosium developer Lynn Willis) is the RPG field’s Dune, its Birth of a Nation – a trailblazing epic that pushed its field to a dramatic scale previously unimagined.

In Masks, a routine murder investigation in 1925 New York uncovers a larger mystery, the disappearance of an African expedition and a conspiracy to unleash the Outer Gods’ devious messenger, Nyarlathotep. The sprawling, world-spanning adventure includes modules set in London, Cairo, Kenya, Shanghai and the Australian Outback. Through the campaign’s pioneering open-ended “sandbox” design, the hardy (and probably short-lived) player characters can investigate these in any order, until repeated encounters with Lovecraftian nightmares snap their minds like garter belts.

After more than 25 years, Masks of Nyarlathotep still enjoys unsurpassed esteem verging on adulation. In’s comprehensive Game Index, Masks currently ranks #27 out of 13,671 products; among adventures, it’s #1 by a mile. Amazon’s user reviews speak for themselves. Bloggers still post loving recollections (“afterwards, every other CoC adventure seemed drab, colorless and somewhat mundane”), months-long actual-play forum threads and impressive campaign websites. A roleplaying group called the Bradford Players released a DVD, Lovecraftian Tales from the Table, featuring an audio playthrough of Masks that lasts 75 hours.

John Tynes, whose company Pagan Publishing produced many great CoC supplements, says, “The Masks of Nyarlathotep campaign was never equaled in Call of Cthulhu for spectacle and flair. It was the pulpiest of them all, with fun villains, exotic locations and very challenging puzzles and threats. While standards of scenario and campaign design evolved and improved in the years after Masks, it remains a high-water mark for thrilling adventure.”

This landmark work happened almost by accident. As Larry DiTillio put it, “I missed my Sanity roll badly.”

In early 1981 DiTillio had just finished a staff job at Flying Buffalo in Phoenix, where he wrote a large Tunnels & Trolls dungeon, Isle of Darksmoke, and packaged the first CityBook generic roleplaying supplement. Moving to Los Angeles, he wrote several scripts for a children’s TV show called Against the Odds, which profiled famous historical figures. Then Chaosium’s Steve Perrin invited him to pitch a scenario for their new game.

“To tell you the truth, I was reluctant,” DiTillio recalls. “I wasn’t that big a fan of Lovecraft’s writing style and felt other authors had done better work with the Cthulhu Mythos. However, the offer included a free copy of CoC and, as you know, gamers simply cannot resist free stuff.”

CoC‘s groundbreaking approach hooked DiTillio. He had just researched the life of Kenyan statesman Jomo Kenyatta for a TV script, “so this idea suddenly clicked in my brain – what could be more different than a CoC tale set in Africa? I called it ‘The Carlyle Expedition’ and made it a tale of an ill-fated band of explorers who had disappeared in Kenya.


“I swear on a stack of D&D manuals that my only intention at the time was to write this tale and be done with it.”

DiTillio’s full account of how, as he puts it, “I stepped into hell” is beyond the scope of this article. Some highlights:

? “How the hell are a bunch of CoC investigators going to wind up in Africa in the first place? I began to research exactly how the overseas trip might work. First stop would probably be making their way [from New York] to England …
? “An Egyptian story [by Lovecraft] got me excited about adding Egypt to the trip and working in the Black Pharaoh identity – and hell, it was on the way to Kenya, yes?
? “I was also fascinated by the City of the Great Ones [in Lovecraft’s The Shadow Out of Time], and that prompted me to add Australia …
? “Ah, what the hell, let’s do some investigating in China, in order to work in the Bloated Woman avatar of Nyarlathotep.”

It took DiTillio eight months to write the 400-page Masks manuscript, “all on an IBM selectric typewriter, which of course blew up the first time I typed the name of Hastur the Unspeakable. I took this as a warning, got the machine fixed and finished it, never, ever again mentioning Hastur. -Oh damn, the screen just went dead!”

When developer Lynn Willis fleshed out DiTillio’s manuscript with extensive background on the various countries – laws, travel info, currency, languages – Masks of Nyarlathotep grew too long for Chaosium to publish intact. The first published version omitted Australia – a “dagger to the heart,” says DiTillio. But “it sold like wanshi pancakes, and over the years it was reprinted several times.” The third version (1996) finally reinstated Australia.

Because of the scenario’s length, Chaosium has always had trouble keeping it available. At the moment, Masks is out of print, though the company still sells the .PDF version.

DiTillio says, “My proudest moment with Masks was when I gave it to Robert Bloch (author of Psycho). He had actually corresponded with Lovecraft in his youth. I beamed as he said he had heard of it and was happy to get a copy. Then came the unthinkable. He asked me to autograph it. Robert Bloch, a true Grandmaster of Horror writing – Robert Bloch, who had written a slew of Mythos tales himself – was asking for my autograph! Wowsers!

Some gamers, including DiTillio himself, claim Masks isn’t even his best work. That honor usually goes to The Grey Knight, a 1986 scenario for the first edition of Chaosium’s King Arthur Pendragon RPG. A marvelous evocation of Arthurian myth in the mode of Thomas Malory, The Grey Knight recasts the medieval poem Sir Gawain and the Green Knight as a rescue mission to find one of the Thirteen Treasures of Britain in order to save Gawain’s life, and King Arthur’s honor, from a mysterious magical figure.

“I included gobs of Arthurian characters and events, straight from my readings. The linchpin of the scenario is the May Babies massacre, a black mark on Arthur’s character that the player knights must prove false. It’s a task that tests virtually every aspect of the player characters and allows them to use many of the game’s skills to succeed. I am a big fan of this approach. Yeah, fighting monsters is fun, but there is a lot more to roleplaying, and Pendragon was an excellent venue for that.

(Image by Larry DiTillio)


The Grey Knight utilized one of my favorite game tactics – unbeatable opponents. The Grey Knight himself is unkillable, and the Sluagh are not only unkillable but inescapable as well. Do I do this just to be an evil GM? No. I do it to make players think beyond their weapons, recognize the futility of combat in resolving the situation and turn to roleplaying to solve it.

“My other common tactic is NPCs, a ton of them, most of them designed to create interesting noncombat encounters that don’t involve a length of cold steel. In Grey Knight the players hobnob and gambol with almost all the major characters from the Arthurian legends. This in turn provides atmosphere, another key factor in roleplaying.

“The final ingredient I try to insert in a scenario is simple: high stakes. If the players fail to achieve the goal, King Arthur’s reputation is ruined and all of Camelot is in peril. If you’re going to make players undertake a task, make it important. If they succeed, they’ll be telling their own legends in years to come – and if they fail, well, they’re still heroes for trying.”

DiTillio’s other major game work appeared in Demon Magic: The Second Stormbringer Companion, a 1985 supplement for Chaosium’s fantasy RPG based on Michael Moorcock’s Elric stories. “My contribution was ‘The Velvet Circle,’ the closing scenario. The Velvet Circle is a walled red-light district in Ilmar replete with inns, taverns, brothels, gambling parlors and even a cockfighting establishment. In short, a roleplayer’s paradise! The player characters are drawn to it by strange dreams, always ending in the words ‘Velvet Circle, Bright Dawn.’ Though each dream ended the same, all of them were different, and each provided a player with special clues to later happenings in the scenario. This is an excellent way to multi-task your handouts. Dreams are a facet of game design I use often.” In this scenario DiTillio masters the Moorcockian atmosphere as completely as his other work captures Lovecraft and Malory.

DiTillio said in a 2003 Comics Bulletin interview he would rewrite every one of his TV scripts if he could, but he is quite satisfied with his RPG scenarios. “I didn’t write them just to sell them, I wrote them to play them. It’s in the playing that game work comes to life, so I tend to remember more about my game scenarios than I sometimes do with TV scripts I’ve had produced.” Unlike in television, “You don’t have a passel of corporate dodos overseeing your writing. You’re more in control, so you do what you like. [And] Chaosium and Flying Buffalo both had excellent graphic people to really spiff up my writing.” Most important, he had plenty of time. “You need to finish a TV script very quickly – one or two weeks at most and then you’re on to the next one. Game work lacks that speed factor.”

High Adventure columnist James Maliszewski, in a Grognardia blog entry praising Masks, said, “Larry’s name is associated with some of the best adventures ever produced for many game lines. He’s one of those rare designers who both understands what makes a good RPG adventure and how to plant the seeds for creating memorable stories with those adventures. Lots of designers err too much on one side of the equation or the other; it’s a testament to Larry’s skills that he got it right so often.”

(Image by Larry DiTillio)

Larry DiTillio with his wife, Marjorie Goldman, at the 2009 WGA Awards ceremony in February 2009, where DiTillio received the Morgan Cox Award

Larry DiTillio with his wife, Marjorie Goldman, at the 2009 WGA Awards ceremony in February 2009, where DiTillio received the Morgan Cox Award

For all this, DiTillio’s Wikipedia entry barely mentions his gaming work. Even while Masks was redefining the roleplaying field’s sense of the possible, he had already moved on to writing TV scripts full-time.

“It was game work that started my animation career, via Michael Halperin, who did the show bible for the original He-Man and The Masters of the Universe. Michael was a friend of mine at the Writer’s Guild, and his sons played D&D. One day he was browsing their Dragon magazine and saw my name on a scenario.” [“CHAGMAT,” Dragon #63, July 1982.] He called me up and said ‘Larry, I didn’t know you wrote sword-and-sorcery.’ He said to call Arthur Nadel at Filmation and pitch him some stories. That led to a staff job and an entirely new career in writing. No Dragon magazine, no job at Filmation. And a good lesson – you want to be a writer, get published anywhere you can!

“I worked [at Filmation] a few years on He-Man, She-Ra, Fat Albert and the Cosby Kids, and did treatments for new cartoon series. The most exciting was Dragonriders of Pern, the Anne McCaffrey series, and I had many pleasant chats with her. We never did sell it, but she did use some of what I had created in her next Dragonriders novel and was nice enough to credit me for it.”

DiTillio went on to write over 150 animation scripts. After writing 16 episodes of He-Man and the Masters of the Universe, he created the spinoff series She-Ra: Princess of Power. Later he served as story editor for the first two seasons of J. Michael Straczynski’s epic science fiction series Babylon 5, then (with Bob Forward) for Beast Wars: Transformers. He had a long stint co-hosting the Los Angeles science-fiction radio interview program Hour 25, wrote many Scripts columns for Writer’s Digest and was active in the Writers Guild of America West organization. In February 2009 the WGA West awarded DiTillio its Morgan Cox Award for his long work improving working conditions for his fellow writers.

DiTillio still writes games for his own use, and would willingly return to the RPG field. “I’m a professional writer, who will listen to any offer of paid work. I did create my own system and world, Cerilon, and I’d love to get that published. Nudge nudge, wink wink.”

He developed Cerilon, a percentile-based fantasy RPG system derived from D&D and RuneQuest, when he tired of “constantly checking charts and tables for every damn move anyone made. Everything players needed to know about the system was right on the character sheet. No more checking rulebooks or tables, just act and roll. My notion of roleplaying is that it should be cinematic. The more time spent rules-lawyering, the more boring the game! Flow is what you want.

“[Cerilon] has a very diverse population that mirrors our real world. I found most fantasy games to be too white-bread, so I folded in black people, blue people, red, yellow, etc. Each race had its own culture and customs, culled from lots of reading on African, Asian and Native American mythologies. I did include elves, dwarves and hobbits, though I did not adhere to the typical Tolkien paradigm of these kindred races. Typically for me, it’s a very adult world; Love-making and Flirting are both popular skills. The adventures ranged from small forays to full scale wars, and I wrote a ton of them, more than enough to play for several years.

“I host a night of board and card games every Saturday, but no roleplay. Too busy with life. I roleplay at game cons, either playing in games or running them.” DiTillio currently runs a comedic CoC campaign that may remind longtime fans of Chaosium’s camp B-movie Blood Brothers scenario collections. DiTillio’s “Abbott and Cthulhu” is a 1940s funfest starring Abbott and Costello, inspired by Abbott & Costello Meet Frankenstein (“In my estimation their best picture”).

“It’s normal Cthulhu rules, but all the characters are ’40s movie stars. For example, Sam Marlowe, P.I., is Humphrey Bogart; his sidekick Joel Gaza is Peter Lorre; Madame Gavoni is Maria Ouspenskaya (the old gypsy woman from the original Wolf Man movie); and last year I added Larry Talbot (played by Lon Chaney Jr.), the original Wolf Man. Villains are played by people like Sydney Greenstreet, Vincent Price, Boris Karloff, etc. You’d be amazed how great Cthulhu and humor mix. My hope is to one day run an all-comics ‘Abbott & Cthulhu,’ adding the Marx Brothers, Laurel & Hardy and the Three Stooges to the mix. Cthulhu won’t stand a chance…”

Writer and game designer Allen Varney has written over 70 articles for The Escapist.

(Image by Robert DiTillio)


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