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  • 160 Minion and Action cards
  • 16 Base cards
  • Rulebook

Object of the Game

Your goal is nothing short of total global domination! Use your minions to crush enemy bases.

The first player to score 15 victory points (VP) wins!


Each player selects two different factions to play with. For gameplay purposes, each player is considered the owner of the factions they chose. Shuffle together your two factions to make a 40-card deck. If your factions have any titans, place them near your deck.

Next, make your base deck. You don't have to play with all the bases at once. Each set comes with bases meant to go along with the factions in that set, but If you shuffle all 120 (or more) bases together, there isn't much chance for a player to get to see the bases that are best for the factions they are playing!

So we recommend you just grab the bases from the sets the chosen factions came from. For example, if you are playing Halfling Kung Fu Fighters vs. Mega Trooper Rock Stars vs. Orc Grannies, take the bases from That '70s Expansion, Smash Up: Munchkin, Big in Japan and What Were We Thinking? to make your base deck. Shuffle those base cards together.

If any of the sets used in your game has extra decks (e.g. Madness for Cthulhu, Monsters and Treasure for Munchkin), shuffle those decks and set them out too. (Okay, the Madness deck doesn't need to be shuffled).

Draw one base per player, plus one (e.g., four bases for three players), and place them face up in the middle of the table. If any of the bases needs monsters, add them now.

All players draw five cards from their decks. If you have no minions in your opening hand, you may show your hand, discard it, and draw a new hand of five cards; you must keep the second hand. The first player is the person who (in order of priority) was most recently

  • abducted by an alien,
  • shanghaied by a pirate,
  • bitten by a vampire,
  • burned by a dragon,
  • kissed by a princess,
  • driven insane by Cthulhu,
  • attacked by a teddy bear, or
  • eaten by an orc.

If no one meets the criteria, then you'll just have to figure out who goes first on your own.

Sample Setup

The game items below are only used with certain sets. The decks are placed where all can reach them; titans are placed near their owners' decks.

Game Play

1. Start Turn

Some abilities (and effects like Uncovering) happen at the start of your turn. This is the phase when it all happens.

And we mean all: every ability of a card in play (or special in hand) that says "at the start of your turn" can happen here, not just the first one.

Any abilities that expire at the start of your turn expire before any of those start-of-turn events.

2. Play Cards

On your turn play one minion, play one action, or play one of each... for free! You can play your cards in any order. You don't have to play any cards.

In addition, some of your cards may have abilities that you can use during this time.


To play a minion, choose a base and put the minion card beside it, facing toward you.

Do what the card says. (Card abilities that start with the word Special or Talent are a special case. No, really).


To play an action, do what the card says. Boom! Note that action cards come in two types: standard and non-standard.

If it didn't say to play it on a base or on a minion, then it's a standard action, and you discard it after following its instructions. (If it did say to play on a base or minion, then it's non-standard, and you leave it where it is).


Minions and non-standard actions often have abilities that work during the Play Cards phase. An ability labeled "Talent" can only be used once during this phase of your turn. Likewise, any ability that says, "on your turn" can only be used during your Play Cards phase.

3. Score Bases

After you are done playing cards, check to see whether any bases are ready to score. If any are ready, you must start scoring.

This is the only time when bases are scored. If a base's power meets or exceeds its breakpoint at other points of a turn, you still have to wait until the next Score Bases phase to do anything about it.

4. Draw 2 Cards

Just what it says: draw 2 cards.

If your hand is empty at other times of the game, you don't get to draw a new hand; you have to wait for the Draw 2 Cards phase of your turn.

On the other hand, if you need to draw, reveal, search for, or look at a card and your deck is empty, shuffle your discard pile and put it on the table face down-that's your new deck. Start drawing from there.

After drawing, the maximum number of cards you can have in your hand is 10. If you have more than 10 cards after drawing, discard down to 10 (you may weep while doing so, as long as you don't get the cards wet).

If your hand is bigger than 10 at other times of the game, that's okay: you wait until now to discard down.

5. End Turn

Just like the start, there's a phase for the end of the turn. Things that happen here (like destroying a minion or drawing a card) happen first; if there is more than one, the current player chooses their order. After that, all abilities that expire here (like "+1 power until the end of your turn") expire at the same time.

Finally, check to see if any players have 15 or more victory points. If so, see Game Over, Man! Otherwise the turn is over and play passes to the player on the left.

Card Resolution Order

Playing a card will often trigger other cards, so here's a handy guide for figuring out their order.

  1. Resolve the card just played.

  2. Finish resolving any other cards that are in the middle of resolving.

  3. Resolve any cards in play that are triggered by the card of step 1. If there are more than one, the current player chooses their order.

  4. Play and resolve cards in players' hands that are triggered by the card of step 1. If there are more than one, go clockwise from the current player.

  5. Discard the card of step 1 unless it was played on another card.

The Big Score

Bases only score during the Score Bases phase of a turn; they never score in the middle of a turn. If the total power of all cards on a base equals or exceeds the base's breakpoint, that base is eligible to score at this time.

If more than one base is ready to score, the player whose turn it is decides which one to score first. You cannot refuse to score an eligible base.

After a base has been chosen to score, players may use abilities that happen "before" the base scores. Even if these abilities drop the total power on the base below its breakpoint, you still finish scoring that base.

For example, a Pirate player sees that she will be the runner up at Jungle Oasis. Since that's worth 0 VP, she plays Full Sail to move all her minions away to another base. That drops the total power on this base below 12, but since it's already started scoring, it still finishes.

If a scoring base leaves play before VPs are awarded (usually because it is replaced by another base), stop scoring it immediately, since the base that was scoring is now gone. Then evaluate the bases on the table to see if any are eligible to score-which may include the replacement base!

Me First

When scoring a base, several card effects may take place, and players may wish to use Special abilities. Handle this situation (and all similar triggering events) as follows: First resolve abilities of cards in play, in the order chosen by the current player.

Then, if more than one player wants to play a card with a Special ability, each player, starting with the current player and going clockwise, either plays one Special or passes.

You can play another Special when your next option comes around, and you can play a Special after passing, but once all players pass in sequence, that's the end of it.

Awarding VP

The players with the highest, second-highest, and third-highest power on a base are the winner, runner up, and third place! They get victory points equal to the 1st, 2nd and 3rd number on the base card respectively.

Anyone with the 4th highest power or lower gets nothing. If there are less than 3 players on a base, no one gets the VPs for the unclaimed spots. Dispense VP tokens in the appropriate amounts to everyone who scored.

Abilities that happen "when" a base scores may change how this happens. To earn victory points, you must have at least one minion on that base (even if it's worth 0 power) or a card that gives you at least 1 power there (even if it's not a minion).

Tie Fighter

If players are tied on a base, all involved players get points for the position they tied for. So, if three players had 10, 10, and 5 power on a base when it scores, the winners with 10 power each get first place points!

The player with 5 power then gets third place, not second. If two players tie for runner up, no one gets third place. Harsh.

If players tie for use of a base's ability, they each get to use it. Priority starts with the current player and goes clockwise. If using it twice doesn't make sense (e.g., choosing the next base), then only the first tied player gets to use it.

Back to Your Corners

After awarding points, players can use abilities that happen "after" a base scores, in the same order described under "Me First".

After that, all cards still on that base go to their respective discard piles simultaneously (regular minions and actions go the piles of their owners, even if they were controlled by other players, or buried; monster and treasure cards go to their own piles; and titans are placed near their owners' decks).

When these cards go to the discard pile, this might trigger abilities. Note: Going to the discard pile after scoring is not the same as being destroyed, but it does count as leaving play.

Place the scored base into the base discard pile. Replace it with the top card of the base deck, adding monsters if necessary. If the base deck or monster deck has run out, shuffle the discard pile to make a new deck.

Now that the base is done scoring, check to see if another base is ready to be scored. Score it too, the same way. Since scoring a base can (and often does) change conditions on other bases, you always re-evaluate whether any bases are ready to score after completely finishing a base's scoring process.

Choosing the order to score bases can be a key strategic decision, one even more important than choosing a prom date.

Scoring Summary

  1. Check all bases to see if any are ready to score. If none are, go to the End of Turn phase.
  2. The current player chooses one base that is ready to score.
  3. Play and/or use any "Before scoring" abilities.
  4. Award VPs according to the current power totals. "When scoring" abilities trigger now.
  5. Play and/or use any "After scoring" abilities. This may affect steps 6-9.
  6. Award treasures from any monsters on the base.
  7. Discard all cards on the scored base.
  8. Discard the scored base.
  9. Draw a new base to replace it. Place monsters on it as required.
  10. Go to step 1.
  11. There is no step 11.

End of the Game

At the end of each turn, everyone checks their VP totals. If anyone has 15 VP or more, then the player with the most VP wins the game!

If there is a tie for the most VP, keep playing turns until there isn't. No sharing the win! Except for your two factions. You guys are BFFs.

Games played with the Madness deck have special rules for determining the winner.

Special Card, Counters and Rules

Every Smash Up set has bases, minions, and actions, but there are several other game components that only appear in some of the sets.

+1 Power Counters

First used in Monster Smash.

These pump up your minions with extra power. They are not a separate item; your VP tokens do double duty as +1 power counters (if it's in your VP pile it's a VP token, but if it's on a card it's a power counter). +1 power counters can be placed on cards, transferred between cards, and removed from cards when a card's ability says to do so.

When a card leaves play, remove all +1 power counters on it.

Note: In early sets, these were called +1 power tokens.

Each +1 power counter on a minion increases the minion's power by one for as long as it is on that minion. For example, a 2-power minion with three +1 power counters on it is treated as a 5-power minion. If a power counter is transferred, the counter no longer affects the card it used to be on, and starts affecting the new one.

A power counter affects the minion it is on, so abilities that protect minions from effects protect against placing power counters on them, as well as transferring or removing them.

Power counters on actions, bases, or buried cards have no effect unless a card says otherwise.

The Madness Deck

Used in The Obligatory Cthulhu Set

This is a set of 30 identical action cards. Keep the Madness deck face up (since all cards are identical) and separate from all other decks.

Players cannot draw a card from the Madness deck, or return a Madness card to it, unless a card's ability specifically allows it.

If the Madness deck is out of cards, ignore any instructions to draw a Madness card until one or more Madness cards return to the deck.

The current controller of each Madness card is treated as its owner as well. When a Madness card leaves play, it goes to its controller's discard pile rather than to the Madness deck. When a Madness card returns to the Madness deck, the player ceases to control it.

Madness and The Final Score

Madness cards give you extra card draws during the game, but at the end of the game they cause you to lose VPs!

When the game ends, and one player is in the lead with 15 VP or more, players count the total number of Madness cards in their hands, decks, and and discard piles, or that are buried. Each player then loses 1 victory point for every 2 Madness cards that they have. The player with the highest modified VP total then wins. In case of ties, the player with the fewest Madness cards wins. Further ties share the win!

For example, John has 15 VPs and 5 Madness cards; he gets -2 VPs for a final total of 13 VPs. Mary has 14 VPs and 3 Madness cards, giving her a -1 VP penalty.

Her modified total is 13 VPs, but she has fewer Madness cards, so she wins the tie. Finally, Chris has 13 VPs and no Madness cards. Chris, with the fewest Madness cards, wins the game, and John comes in last place!

Monsters and Treasures

Used in Smash Up: Munchkin

Monsters and treasures are special types of minion and action cards. They each have their own deck and discard pile, set to the side for any player to use when necessary.

Players cannot draw from these decks unless allowed in these rules or by a card's ability. Monsters are treated as normal minions, and treasures are treated as normal actions or minions, in all ways except as defined below.

Monsters and treasures have no owner or faction, therefore cards that refer to a minion's owner do not apply to monsters. When a monster or treasure card leaves play, it always goes to the corresponding discard pile, regardless of card text to the contrary.

Monsters are not played from players' hands but directly from the top of the monster deck. They can only be played when a game effect specifically says to play a monster. Playing a monster does not count against a player's limit of one minion per turn, nor does it count as an extra minion.

Playing a monster does not give a player control of it; however, other cards may allow a player to take control of a monster in play. Treasures are special awards gained either by defeating monsters, or by special card effects. Although they have no owner or faction, they do have a controller as normal.

Monsters and Bases

Bases in Smash Up: Munchkin have a monster number. Whenever such a base enters play, draw that many monsters from the monster deck and play them on the base.

To save table space, you may overlap the monster cards so only their power and abilities show. Monsters played on new bases are not considered played by any player. Monsters' abilities trigger when they are played just as with normal minions.

Monsters do not count against the breakpoint of the base they are on. Instead, they ADD to the breakpoint of the base, making it harder to score. However, if someone takes control of a monster, it stops adding to the base's breakpoint and acts as a normal minion of that player.

Getting Loot from a Monster

Monsters have a treasure number. If a monster is destroyed by a card effect, the player who controls the effect that destroyed it draws that many treasure cards and places them in his or her hand. Big phat lewt!

Getting Loot from a Base that Scored

After awarding VPs for a base, add the treasure numbers of all the monsters that are still on the base and reveal that many cards from the treasure deck.

Players take turns choosing one of the revealed cards and adding it to their hand. To be eligible to claim a treasure, a player must either control a minion at that base or have at least 1 power there by virtue of some other effect. All qualifying players are included in treasure selection, not just the top three.

When choosing treasures, start with the base's winner and proceed by the decreasing amount of power present on the base. Priority for breaking ties starts with the current player and going clockwise. Continue selecting (restarting with the winner if there are more treasures than players) until all treasures have been claimed.

Example: A base scores. The monsters still on the base have a total treasure value of 5. Alan has a bunch of minions on the base, and Beth has one minion with a power of zero.

The players reveal a total of 5 cards from the treasure deck. Alan, who had the highest total power, chooses one of the cards. Beth chooses second, then Alan chooses another, etc.

In the end, Alan gets the first, third, and fifth choices, and Beth gets second and fourth. Chris had neither minions nor power on the base, and thus does not get any treasure.


Used in Big in Japan and the Titan Event Kit

Titans are a card type entirely different from minions, actions, or bases. Representing large, uncontrollable forces, titans are neither good nor evil; they are pure awesome. Titans start the game on the table near their owner; they never go in the hand, deck or discard pile.

Titans may be played on a base when a card, including the titan card itself, says you can play them. Playing a titan is optional.

"Instead of your regular minion [or action] play" means instead of the normal minion or action play allowed during your Play Cards phase. Titans are not played as, and do not count as, extra cards.

If you play a titan, you control it even if you do not own it. You cannot play a titan if you already control a titan in play.

Titans are not affected by abilities that specifically target minions or actions. Abilities that target "cards" can affect titans and even force them out of play (destroyed, returned, placed, etc).. Titans also leave play if the base card they are on leaves play. When a titan leaves play for whatever reason, set it aside near its owner, discarding any counters on it. It can be played again anytime a card allows it.

Titans do not have power, but they can give power to their controller's total at their base through their abilities. In addition, titans that have +1 power counters on them also provide that power to their controller.

Clash of the Titans

After you play or move a titan to a base that already has a titan, one of them must be removed from play. The two controllers compare their total power at that base, after resolving any applicable ongoing abilities. The player with the lesser total removes their titan; in case of ties, the titan that was on the base first wins.

Non-minions that Grant Power

First used in Big In Japan

Some actions have inherent power, and some bases grant power. This power counts both toward breaking the base and toward earning VP rewards, even if the player has no minions present there.


Used in Oops, You Did It Again

How to bury: To bury a card you place it face down beside a base, facing you. You don't show it to others unless the card says to bury itself. You may only bury a card if an ability allows it.

Status: A buried card is not affected by abilities that target minions, actions, or any other card type. They are affected by abilities that target "cards". A buried card is controlled by the player who buried it, and its controller is considered its owner until it is uncovered or discarded.

Players may look at buried cards they control at any time; but they may only look at them one at a time and may not mix them up. A buried card's abilities may not be triggered until after it is uncovered.

Uncovering: Each player may uncover one of their buried cards at the start of their turn. A player may also uncover a card when an ability allows it. When a buried card is uncovered, its controller immediately plays it as an extra card.

It is played either on the same base, or on a minion on that base, or simply resolved and discarded, as appropriate. It is resolved just as if it were played from the hand.

If circumstances make playing it impossible (e.g. it's a card that is only played before a base scores), it is discarded instead. When a card is uncovered or re-buried (as Mummies do), any counters or cards on it are discarded first. Uncovered cards may not be immediately reburied.

Scoring: Buried cards do not themselves have power, nor the presence to help break or win a base. After a base scores or leaves play for any reason, buried cards still on it go to their owners' discard piles. Madness cards that are buried at the end of the game still count against their controller.


Used in Oops, You Did It Again

Basics: When two minions duel, their controllers may each place a card from their hand on the table face down, and then each reveals their card (if any), starting with the challenger.

If it is an action it is played normally, otherwise it is returned to the hand. After the dueling cards are resolved, the minion with the higher power is determined to be the winner; in case of ties, both sides get all the effects of the duel. The benefits of winning, or the harm of losing, are specified by the card that starts the duel.

Details: Placing a dueling card on the table is optional, and the decision to place one is first made by the challenger.

You may place any card from your hand for a duel, including actions that affect minions outside the duel, or even minions that are just returned to the hand (they make a good bluff).

While on the table, dueling cards are not considered part of the hand, deck or discard pile, are not considered in play, and cannot be targeted by any ability.

Two duels may not happen at the same time, so if any ability that allows a duel is triggered during another duel, that part of the ability is ignored. After a duel's actions are resolved, if the two minions of the duel are not together on the same base as each other, the duel stops without resolution. However, changing control of either or both minions does not stop the duel.

During a duel no other cards may be played or invoked, unless they are allowed by the duel's actions (or by the cards allowed by the actions, etc). or they are triggered by the duel or the cards involved in it. Being in a duel does not by itself count as affecting a minion, but the duel's consequences may affect it.

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