Good: Very well presented and consistent world. Intriguing plot/theme and interpretation of the RPG experience. A wealth of options and plot hooks for the PCs and the DM. Nice art that fits the mood of the setting and starts the gears turning in your gaming head. It was a very rewarding purchase and at the price point it is a great buy whether you run it or just mine it for ideas.
Bad: It is so different that I had a hard time "buying in" initially. The players had less difficulty immersing themselves in the setting- but this is certainly not a "typical" d20 setting! Be prepared to redefine your methods if you run this with a group that has spent a great deal of time in another setting.
DM prep work: If you like the setting, and want to run a Midnight campaign, I'd suggest creating a handout or background presentation piece for the party. By explaining it in terms of Tolkien and Orwell references and showing some of the setting art and maps to the group it ran well. I spent the first session pitching the setting and laying it out before character creation.
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