Days of High Adventure

Rolemaster, Puppetmaster, Catan Master: Pete Fenlon


Tabletop roleplaying game designer, mapmaker and Chief Executive Officer: Peter C. Fenlon, Jr. has achieved, if not always enjoyed, one of the most varied and remarkable careers in gaming. He co-founded Iron Crown Enterprises, co-designed Rolemaster, drew those great maps in Middle-earth Role Playing and played Puppetmaster for the first viable Alternate Reality Game. Now 54, Pete Fenlon runs Mayfair Games, where he hopes to foster “this generation’s Monopoly.”

An Air Force brat (born to American parents in Tachikawa, Japan), Fenlon grew up in many countries. In his three years in Wiesbaden, Germany, “I saw a castle a week,” an experience that “definitely inspired me.” Attending the University of Virginia in Charlottesville, studying history and anthropology, he befriended a small group of ardent wargamers – he boasts, “I’ve played Europatwice!” – and in 1975 they started a campaign using a new game, Dungeons & Dragons.

“We had a lot of fun, but I didn’t like the game much,” Fenlon recalls. Their DM was an Army vet, very by-the-book, and hence these wargamers didn’t find much tactical richness in white-box D&D. When Fenlon eventually took over as DM, he and the group started designing a substitute combat system. At the first Winter Gen Con, Fenlon showed the combat system to D&D’s publisher, TSR. “They made me a horrible offer.” He abandoned dreams of publication.

But while studying law at the College of William & Mary, Fenlon kept playing his rapidly-evolving variant of D&D with his Charlottesville friends. The game evolved through many system changes – first 3D6-based, then percentile – but Fenlon says “the emphasis was always on storytelling.” In 1980 he joined with several partners, including S. Coleman Charlton, Richard “Rick” Britton, Bruce Neidlinger and Bruce Shelley, to form Iron Crown Enterprises.

Though the first ICE publications included Britton’s Civil War boardgame, Manassas, the company emphasized roleplaying, first with the combat system, Arms Law, then companion bestiary and magic books. By 1982 the young company had assembled these installments as the Rolemaster fantasy RPG.

Q: How many Rolemaster characters does it take to change a lightbulb?

A: Only one. However, on a roll of 00 the lightbulb explodes, sending shards of glass into the character’s upper body. The character is blinded in both eyes. Shards shred the muscles and tendons in the upper arms and shoulders, rendering them useless. Due to severed arteries, the character also takes 1d20 points of damage each round thereafter from blood loss. Splinters of glass drive through the skull into the brain-case, causing instantaneous death.


In a 2002 article, game designer and theorist Ron Edwards coined the term “fantasy heartbreakers” to describe small-press RPGs from novice designers who know only D&D and design a close copy solely to fix the particular details that bug them. Though Edwards was discussing 1990s games, designers have hearkened to the heartbreaker impulse since the beginning.

Fenlon calls Rolemaster “one of the first second-generation RPGs” for its relatively consistent system – “logical, if not accurate.” It was, no mistake, a heartbreaker, designed out of frustration with a single aspect of D&D: the inability to kill an opponent with a single blow. RM remedied that spectacularly, with dozens of full-page critical hit and fumble charts that described hundreds of grisly results from split fingers to instant death.

The ICE designers were unprepared for gamers who regarded the contents of Spell Law, Claw Law, Character Law and Gamemaster Law as, well, laws. “They were intended as just guidelines,” Fenlon says. He himself only used a subset of the whole system in his own games, and happily threw aside rules that interfered with a good story.

But the published text didn’t convey this “toolkit” attitude (to put it mildly). To this day “Chartmaster” suffers a reputation for, so to speak, encumbrance. Supporters assert that with experience and a small subset of charts at hand, RM plays fast, smooth and suspenseful. Through open-ended combat rolls, every character always, always has a chance. With a good enough roll, a lowly novice can fell a seasoned veteran – in meticulous, graphic and heavily cross-referenced detail.



The Iron Crown founders were huge fans of J. R. R. Tolkien’s The Lord of the Rings. Their original D&D campaign had been based in Middle-earth. In 1982, when the Tolkien license holder, Simulations Publications, entered bankruptcy, the ICE folks recognized the license was up for grabs. That year, after offering what Fenlon has called “a ridiculously high royalty rate” to licensor Elan Merchandising, his small company secured the biggest roleplaying license the hobby had yet seen. In 1982 ICE published A Campaign and Adventure Guidebook for Middle-earth, and in 1984 the first edition of Middle-earth Role Playing.

Designed by Charlton (adapting the Rolemaster rules) and edited first by Fenlon himself, then by Jessica Ney-Grimm, the MERP line grew to encompass two editions and dozens of encyclopedic supplements. The rules didn’t really support a Tolkienesque atmosphere; compared to the source fiction, MERP is much more magic-rich (lots of rings around) and perhaps unduly mechanical (Sauron is 240th level and has 600 hit points). But the setting material – covering Angmar to Harad, hobbits to Valar, over a thousand years of the Third Age and into the Fourth – displayed authoritative knowledge of and deep respect for Tolkien’s work.

And what presentation! MERP supplements sported matchless covers by South African artist Angus McBride, character portraits by Liz Danforth and others, and especially Fenlon’s terrific full-color campaign maps. Middle-earth has attracted some fine mapmakers – Christopher Tolkien (the author’s son), Pauline Baynes, Karen Wynn Fonstad – but to see MERP‘s maps, you could believe Tolkien himself had drawn them. Fenlon, a self-taught amateur cartographer, drew maps as a child for his parents, and has been fascinated by maps throughout his life. Unexcelled for fidelity, atmosphere and detail, his MERP works stand with the finest maps in Middle-earth and in roleplaying alike. (A 1996 Other Hands fanzine interview, “Mapping Middle-earth,” outlines Fenlon’s cartography background. ProFantasy Software has released a Campaign Cartographer style pack inspired by Fenlon’s maps.)

MERP was a huge hit – the second-bestselling RPG, some say, after the D&D line. (Others claim the #2 spot belongs to Rolemaster.) Fenlon believes a $1.2 million MERP royalty check he delivered to film producer Saul Zaentz (whose company owned Elan Merchandising) rescued production of the 1996 Oscar-winning film The English Patient.

Ups and Downs

Fenlon speculates Iron Crown published more products in its heyday than any other adventure gaming company save TSR – though he allows Steve Jackson Games might have surpassed ICE now. Key ICE lines included Rolemaster spinoffs Spacemaster and Cyberspace, Terry Amthor’s Shadow World setting and the Silent Death miniatures line, along with interesting oddities like the first version of Fluxx and the 1997 collectible dice game Dicemaster. (“I recall that we made billions on Dicemaster,” says Fenlon, deadpan.) For many years ICE published the Hero Games line, produced in-house by line editor Rob Bell and, later, a newcomer named Monte Cook.

The mid-’80s were passably good times in tabletop RPGs. The atmosphere was collegial. Fenlon speaks fondly of the annual America’s Pup [sic] event, a haphazard and debatable sporting contest staged at the Origins gaming convention between ICE, FASA, Games Workshop and others for possession of a small, ugly stuffed dog. The rules, which changed each year, always involved a raw egg.

Good times – but that egg soon broke.

Pete Fenlon (right) with Brian Bouton in a 1985 RPG session.

Pete Fenlon (right) with Brian Bouton in a 1985 RPG session.

The first of several ICE financial debacles centered around ICE’s 1985 series of Tolkien Quest pick-a-path paperback gamebooks. The Middle-earth license came from Elan Merchandising, which owns non-literary rights to Tolkien’s estate – essentially everything except fiction. The fiction rights reside with Tolkien’s book publisher, George Allen & Unwin Ltd. In 1986, claiming ICE’s gamebooks violated their license, Unwin forced the company to recall and destroy the line. ICE lost millions of dollars – and history repeated itself in 1988, when ICE discovered, the expensive way, the licensor for its Narnia Solo gamebooks didn’t actually control the rights it had licensed. Years of cash-flow problems followed, and in 1990-92 ICE brushed repeatedly against bankruptcy.

[Disclosure: At that time I myself was one of many freelancers to whom ICE owed money. I waxed indignant in online forums, creating friction with company execs and supporters. ICE eventually paid me in full, and I never dealt with the company again. Looking back, I advise beginning designers against fussing publicly about debtors. Then again, anyone prone to fuss (as I was) will also scorn my advice (as my younger self would have). So never mind.]

ICE pulled back to solvency in time to capitalize on the trading card game fad with its Middle-earth Collectible Card Game. In four years they published over 1,700 MECCG cards in seven sets. They concentrated so heavily on MECCG that in 1996 they lost the Hero Games line – an amicable parting, but painful in that Hero accounted for a fifth of ICE sales.

But money was good for a few years. In 1997, when Mayfair Games shut down after many years of bad management, Fenlon, ICE and several others purchased most of its assets. They revived the Mayfair name as a new company, run by former TSR staffer Will Niebling with Fenlon as absentee Chairman. From the first, he says, Fenlon spotted one asset as the company’s likeliest bet: English-language rights to a German boardgame, The Settlers of Catan. “I said, ‘It may take 20 years, but this game could be the Monopoly of our time.'”

But Fenlon had other concerns. ICE hit more bad times after the CCG fad died. By 1999, brought low by overprinting of card sets, Fenlon hoped for a miracle – an online miracle. He had licensed the Rolemaster rules system to Mythic for its upcoming Dark Age of Camelot MMOG. Mythic’s founders had already developed online versions of Silent Death and Rolemaster for Kesmai. DAoC royalties could have kept ICE alive. But when DAoC announced a one-year delay, Fenlon knew it was over. “I went up there [to Fairfax, Virginia] and pulled the license myself, so they wouldn’t get sucked into the bankruptcy.” In a 2002 DAoC post-mortem, Matt Firor wrote that the loss turned out well for Mythic, “because we were no longer required to adhere to a set of rules based on the license – although we did have to scramble for about a week to rename and retune spells and classes and otherwise clear Rolemaster content out of the game.”

ICE filed for Chapter 11 in 1999. Bankruptcy opened them to the death blow: Elan Merchandising seized the opportunity to pull the Tolkien license after 18 years, as it sought higher bids ahead of the upcoming Peter Jackson Lord of the Rings movies. (The license went to Decipher, which produced a successful trading card game and a modestly successful RPG line.) In October 2000 ICE went into Chapter 7 liquidation.


A holding company took over the Rolemaster assets and licensed them to a startup along with the Iron Crown name. At the new Iron Crown site, ICE stalwarts Bruce Neidlinger and Heike Kubasch sell old RM editions in .PDF and have launched a new system, High Adventure Roleplaying, intended as RM’s spiritual successor.

Iron Crown Enterprises, Spring 1982. Clockwise from lower left: Olivia Johnston, Pete Fenlon, Melba Fenlon, Melissa Johnston, Coleman Charlton, Allen Johnston, Howard Huggins, Rick Britton, Bruce Neidlinger, Heike Kubasch. Johnston and Britton hold a cromaline proof of the first version of Fenlon's Middle-earth map

Iron Crown Enterprises, Spring 1982. Clockwise from lower left: Olivia Johnston, Pete Fenlon, Melba Fenlon, Melissa Johnston, Coleman Charlton, Allen Johnston, Howard Huggins, Rick Britton, Bruce Neidlinger, Heike Kubasch. Johnston and Britton hold a cromaline proof of the first version of Fenlon's Middle-earth map

Pete Fenlon joined his longtime friend Jordan Weisman, then Creative Director of Microsoft’s Entertainment Division, as content lead on a novel publicity venture promoting the Steven Spielberg film A.I. A small team including Microsoft game designer Elan Lee and led by science fiction novelist Sean Stewart ran the online project code-named “The Beast” for three months in 2001. It proved to be the seminal Alternate Reality Game. Its main creators, called “Puppetmasters,” all went on to further ARG projects. With ex-Kesmai and ex-EA developers, Fenlon created a software house called Castle Hill Studios, which developed a suite of tools useful for running ARGs. Castle Hill also developed an online version of the game that next consumed Fenlon’s attention: Settlers of Catan.

In July 2007, Fenlon took over from Will Niebling as Mayfair’s CEO and studio director. Capitalizing on his friendship with Catan‘s designer, Klaus Teuber – they had much in common, having grown up in the same area of Germany – Fenlon began executing “a vision we’d been talking about for some time.” He updated the Catan packaging and reorganized the company’s entire portfolio around the game. Mayfair has now published multiple versions and over 20 Catan spinoffs. Catan GmbH is a Mayfair partner, and Teuber’s son Guido is a director at the company.

How many Settlers games has Mayfair sold? “Only a million so far,” says Fenlon philosophically, but he sees much larger numbers ahead. In March 2010, he ordered a new Settlers of Catan printing of 200,000 copies, enough to last, he hopes, six to eight months.


Many Iron Crown survivors have had significant later careers, notably “High Adventure” columnists Monte Cook and Matt Forbeck. Terry Amthor regained rights to the Shadow World setting and now supports it through his own Eidolon Studios. Some ICE alumni went into computer games. Silent Death designer Kevin Barrett is a director at BioWare, and co-founder Bruce Shelley became a real-time strategy Gaming God. Others left gaming altogether, like Rick Britton, now a Virginia historian and tour guide.

Nowadays Mayfair Games is a distributed company with employees across the US and overseas. Fenlon still lives in Charlottesville with his wife, Olivia Johnston, and works at Mayfair’s downtown design studio – his former Castle Hill building – with a fine view of Monticello. His Publishing Director there is longtime Rolemaster/MERP designer Coleman Charlton. Fenlon doesn’t draw maps much any more, but as Visual Director he closely supervises the trade dress of each Mayfair release.

Undaunted by past financial ordeals, Fenlon remains ambitious and optimistic. He outlined his vision for Mayfair in a 2008 Pulp Gamer podcast interview: “We would like to be one of the largest parlor game/social game publishers in the world for as long as time permits. We want to establish ourselves as an enduring brand. Generations in the future, people will look back and say, ‘This is an American classic.’ It’s an ambitious but very doable mission.”

Writer and game designer Allen Varney has written over 70 articles for The Escapist. Thanks to Shannon Appelcline of for his valuable histories of Iron Crown (1980-93 and 1993-present).

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