Ok so as assumed there would be a few changes to some rules and such. I made minor changes to skills, but MAJOR changes to race. Another minor change is simply the addition of radiation damage. Sums up like this, all radiation damage is poison damage, but not all poison damage is radiation. I also made class restrictions. I thought about it for awhile and decided that it would be better for this particular game. Basically this shows how the different backgrounds affect class choice. After all it doesn't make sense that since wizards are explained through amazing advanced tech and genetic experiments that a common wastelander STARTS as a wizard. The only restriction on multiclassing is RP. You need to make contact with someone who can give you the enhancements, implants, or training you would need to multiclass.

As most would guess I have also changed the race choice drastically. Everyone just being humans would be boring, but saying that mutation brings elves and dragonborn wouldn't fit, and would be stupidly boring. So I have customized six new races. They are Android, Vaultborn, Brotherhood, Ghoul, Wastelander, and Supermutant. I know the Android choice seems a little odd, but it fits assuming what we assume for everyone. In DnD the player characters are suppose to be stronger and better then everyone else, unique in their heroic ability. So it makes sense that exceptional people would have exceptional friends, like supermutants, ghouls, and androids.

This brings me back to the class restrictions. I put them in for the hope that it would cause more people to pick different races. After all it would be a little much if there were six androids. While it would still be possible to have a group heavy in one race, it would be more of a challenge and might require some multiclassing. Doesn't that sound more fun? Well it does to me, but there is no reason why you, if your stealing....er.... borrowing my setting... there is no reason you need to keep this rule in place. I think it makes things more fun though.

---Skills---
There are minor changes to skills, mostly knowledge skills. Arcana is now Genetics. Religeon is now Tech. Technology and Genetics are used to create/research most Arcane like magic effects, and brotherhood paladin abilities. Knowledge Mutation replaces Nature, and between Mutation and Genetics this is used to create/research most Divine like magic effects, and the ghoul warlock abilities.

Dungeoneering has been changed to Ancient History. It is used to gather information about robots, buildings, weapons, and other things from before/during the war, as well as information on locations and what they did before the war. The history of vault tech and their experiments are all from knowledge technology, genetics, and mutation.

Regular history has been changed to Wasteland History. This is used to explain everything that has happened in the wasteland since the war ended with mega destruction. It is used to research the different factions that have formed after the war, and information on locations current status.

---Races---
All races have the ability to play a Fighter or Rogue.

Android: Classes: Fighter, Rogue, Wizard, Warlock. Vision:(See notes) Speed: 6 Size: Med
+2 to one ability -Skills- +2 Athletics, +2 Endurance
-Ultravision­- Androids can see in all forms of light as if it was clear day, however over exposed to blinding light may damage their vision. This does not make them immune to any effect other then blindness caused by flashes of bright light. They are still vulnerable to magical darkness.
-Living Construct- (See Warforge)
-Bonus Feat- (See Humans)
-Bonus Skill- From class list. (See Humans)
-Specialized Defense- +1 to a defensive skill chosen at character creation.
-Overcharge- Encounter power: Minor action: Trigger, You hit a target: Adds a additional 1W damage if it is a weapon attack, otherwise add 1D8, to the target.

Vaultborn: Classes: Fighter, Rogue, Warlord, Wizard. Vision: Lowlight. Speed: 6. Size: Med
+2 Intelligence +2 Constitution -Skills- +2 Technology, +2 Genetics, +2 Insight
-Bonus Skill­- Any skill (See Eladrin)
-Superior Will- +1 Will Defense +3 vs mental attacks (Charm/Fear/Psi etc.)
-Bonus At-Will Power- (See Humans)
-Problem Solving- Spend twice the time needed to use a skill and gain your full level as a bonus instead of just half.

Brotherhood: Classes: Fighter, Rogue, Paladin, Warlord. Vision: Normal. Speed:6. Size: Med.
+2 Strength +2 Wisdom -Skills- +2 Technology, +2 Wasteland History
-Encumbered Speed- (See Dwarf)
-Brotherhood Fury- +1 to attack rolls when bloodied (See Dragonborn)
-Bold- +5 vs Fear
-Wrath of the Righteous- Encounter power: Minor action: Trigger, you hit a target: Target is knocked prone.

Ghoul: Classes: Cleric, Fighter, Rogue, Warlock. Vision: Darkvision. Speed: 7. Size: Med.
+2 Wisdom +2 Constitution -Skills- +2 Ancient History, +2 Stealth
-Mutation Origin- You are a mutant.
-Poison Resistance- 5 at lvl1, 10 at level 11, 15 at level 21
-Rad Immunity- Immune to poison damage done by radiation.
-Group Awareness- (See Elf, but for non Ghouls)
-Mutation- As Dilettante (See Half-Elf)
-Rad Blast- As Dragon Breath but always Rad damage, aka, poison damage. (See Dragonborn)

Wastelander: Classes: Fighter, Paladin, Ranger, Rogue. Vision: Normal. Speed: 7. Size: Med.
+2 Dexterity +2 Charisma -Skill- +2 Athletics +2 Perception
-Wild Step- (See Elf)
-Battle Ready- +2 to Initiative (See Hobgoblin)
-Light Sleep- as Trance (See Eladrin)
-Wastelander Resilience- (See Dwarf)
-Second Chance- (See Halfling)

Supermutant: Classes: Cleric, Fighter, Ranger, Rogue. Vision: Lowlight. Speed: 6. Size: Med.
+2 Strength +2 Constitution -Skill- +2 Endurance +2 Intimidate
-Mutation Origin- You are a mutant.
-Oversized- Can use large weapons. (As Minotaur)
-Ferocity- If reduced to 0 HP, make a basic melee attack as a free action. (As Minotaur)
-Stand Your Ground- (As Dwarf)
-Supermutant Heritage- (As Dragonborn)
-Ferocious Charge- Encounter power: Standard action: Attack: Strength +2 vs AC, +4 vs AC at level 11, +6 vs AC at level 21. Special: You must charge as part of the attack. Hit: 1W (or 1D6, whichever if no weapon) +Strength and target is knocked prone. Add a additional 1D6 at level 11, and add additional 1D6 for total of 1W+2D6 or +3D6 if no weapon.