Not sure if you can use this, but here's an idea I had years back for a medieval setting rpg.
About magic: I never liked the 'sleep to memorize' AD&D style, and I thought the 'mana' style was missing something to make it believeable. So I thought: Let the wizzard use health points. The more powerful the spell, the more health points drained. At any level you can try ANY level spell, but with a chance of backfire. That chance increasing for each level your character is below the spell level. The exact nature of the backfire would vary according to what type of magic used. If it involved demons, the demon would turn against the mage and the party, if it involved elements, the mage/party would be stoned/drowned/burned etc. If severe, the backfire would not only kill you, but also anyone standing close. Then the mage would have to rest to regain the lost HPs unless he gets to zero HP (due to him sacrificing himself for the party?) and kicks the bucket.
Also, it would have been cool to have mages tens of thousands years old. Cunning, wise, powerful.... mad as a hatter...
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