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  • Introduction

  • Gameplay Overview

  • Turn-Based Combat

  • Character Classes

  • Equipment and Inventory Management

  • Combat Puzzles

  • Controls

  • Replay Value

  • Pacing & Flow

  • AI

  • Storytelling Overview

  • Writing

  • Plot & Player Choices

  • Graphics & Atmosphere Overview

  • Art Design

  • Graphics

  • Music

  • Sound Effects

  • Conclusion

  • Photo Gallery


Gameplay Overview

While On the Rain-Slick Precipice of Darkness: Episode 3 adopts the graphical style of 16-bit RPG adventures, it makes concessions to modern-day gamers with some interesting and welcome combat mechanics. While the game takes on (and often makes fun of) the common tropes of classic RPGs, there are some elements that clearly swing the needle more toward the "puzzle" genre than RPGs.

Turn-Based Combat

The most crucial element of any classic RPG (and any RPG, really) is combat. It's the lens through which you're going to interact with just about everyone interesting you meet in the world. On the Rain-Slick Precipice of Darkness: Episode 3 gets combat very, very right in a few key ways that should feel familiar to RPG veterans while still remaining friendly to newer gamers.

The combat in the game is turn-based, in the classic RPG sense, though it borrows a time-based order of operations that is very similar to games like Final Fantasy X. While in combat you're shown an action bar at the top of the screen, replete with avatars of all the characters in your party and your enemies. These avatars move along the line from left to right based on their speed, and can act once they reach the end of the bar. You issue commands to each member of your party individually once they get about 3/4ths of the way through the action bar, and they act them out shortly thereafter. Once they act, they move back to the beginning of the bar again.

The twist on this style is that your characters can utilize abilities that have an "interrupt" function. If you hit an enemy with an interrupt, their avatar slides back down the action bar, and their turn is delayed. The closer an enemy is to acting when you interrupt them, the more dramatic the effect. Certain actions—using an item or defending, for example—also dramatically increase your speed. This means you can sometimes leapfrog an enemy whose turn is coming up by using an item. If that item kills the enemy, he never gets a chance to act.

Managing when and where enemies can attack, your own speed, your enemy's speed, and especially when to issue heal commands is crucial to combat in On the Rain-Slick Precipice of Darkness: Episode 3. You can use these abilities each turn, though they have an upfront magic point cost, with characters generating one MP per turn. This means your better abilities require a few turns to gestate, so later battles don't just involve throwing out your most powerful spells as a first attack. It's a simple system, but combined with the tons of class options, it's one that presents significant challenges that feel less like boring button-mashing RPGs of old and more like fresh puzzles wrapped in a familiar 16-bit RPG blanket.

Character Classes

Each player character in On the Rain-Slick Precipice of Darkness: Episode 3 begins with a single class that they level up to gain stat bonuses and abilities. These base classes are fixed for the character throughout the game. Quickly into the game you are given the ability to add a second and then a third class to each character. These secondary classes are interchangeable, but also level up and afford the character a unique set of abilities. A class can only be placed on one character at a time and classes that are equipped level up faster than classes that are not.

The classes are some of the most interesting that you'll see in an RPG, including the "slacker" who doesn't really do much of anything, the "Dino-sorceror" with the ability to change into a dinosaur, and the "Cardboard Tube Samurai" whom Penny Arcade enthusiasts will know from the comic.

The class system is quite deep, and the vast amount of experience gained means you'll quickly find yourself with more options than you may know what to do with. That's important, because the game doesn't really let you grind in any spot, so when you come up against a tough enemy, you often have to figure out which combination of classes will win the battle. This creates a puzzle element within the game, where, at the higher difficulty levels, you have to really think about your class choice in order to progress past some battles.

Equipment and Inventory Management

ORSPD:E3 has some nice features that make it more approachable for those new to RPGs in the form of its approach to post-battle rewards. While the game doles out the usual combination of money and experience with each fight, ORSPD:E3 also heals all your characters and replenishes your items with each win. This means you don't have to worry about hording potions or grinding enemies, though items are limited in quantity. You can expand your capacity for carrying certain items as you move through the game, either by finding or buying upgrades.

The same also goes for equipment, as weapons and accessories are not dropped by enemies, but can be bought in stores or found in chests as you progress through the game. Generally we found that the difficulty short of the "hard" setting didn't require going out and upgrading equipment all the time, and the one time that we did bother to load up on the latest and greatest, we found something better almost immediately in the next dungeon.

Combat Puzzles

The difficulty level in On the Rain-Slick Precipice of Darkness: Episode 3 is a source of some consternation, as we found it was a bit of a double-edged sword. More than most RPGs, we found the game was designed more like a series of combat puzzles, where you have to put your full collection of skills to use to get past even simple enemies. That has some pretty heavy consequences to the pacing of the game as, like many puzzle games, there is going to be a point on the harder difficulties where your normal strategy simply hits a wall. This makes you rethink your approach to combat, especially what classes you're using. While that's great and it definitely provides a level of depth you might not have expected from a Penny Arcade game, it does also get frustrating playing the same battle against a normal enemy over and over again.

This is alleviated somewhat by the fact that if you die in a battle you are simply returned to just before you began fighting. Since the game doesn't have random enemies, you are merely left right next to the on-screen enemy that just killed you. This lets you run around, go buy new equipment, and spend some time thinking about your next move. The lack of random battles does mean that it's not possible to go find a soft spot to grind for 15-20 minutes so that you're a little stronger and can get past the enemy. Once you get to a point where a certain enemy has you stymied, all you can do is keep trying with different strategies or lower the difficulty level.

While we found the "hard" mode to be very challenging just past the early stages of the game, "easy" was almost insultingly simple to get through. At one point later in the game we became so frustrated with each battle taking so long that we simply knocked the difficulty down to easy just to get through the rest of the story. While this was initially satisfying, we felt that it took the fun out of the game, as it simply became another button-mashing RPG where overpowered characters tear through everything in their path.


The controls for ORSPD:E3 are fairly basic, and the game can easily be played with just a keyboard. The only controls you really need are the arrow keys, the enter key, and the keys to enter the menus. You can utilize a controller, but playing the game on the PC we felt it was just as simple. While in the game, most of what you do is limited to walking/running around and selecting menu options in combat. There's nothing in the way of timed events, and it makes the game quite accessible to gamers of any level or ability, provided they have a taste for RPGs and Penny Arcade.

Replay Value

We didn't find much in the way of replay value with On the Rain-Slick Precipice of Darkness: Episode 3. If you play the game from start to finish you'll likely beat it in around 12 hours, and there are only one or two branching paths in the game's dungeons. These don't lead to anywhere all that interesting, though, with usually just a different enemy to fight or chest to open. Even leveling up your characters is finished in just about one shot, as one play-through yields almost the entire ability set of all the classes.

Pacing & Flow

The game doesn't have too much of an issue with pacing, as the lack of random enemies and side-quests only occasionally becomes dispiriting. For the most part, the most damaging parts of the game are the large difficulty spikes that sometimes pop up. These can take a quick playthrough and turn it into an annoying slog through the same fight, though turning the difficulty down will usually make quick work of whatever obstacle is in front of you.


The enemy AI is pretty straightforward in this game, with enemies acting on a set cycle of actions that definitely feel pre-determined. Some fights come with conditions where an enemy or group of enemies will focus on a single player-controlled character, but for the most part it's open season. The AI isn't necessarily challenging, but the enemies themselves are still quite tough, especially before your characters learn the most powerful healing abilities that aren't received until later in the story. In general, we found the difficulty with the game wasn't with the enemy's raw intelligence, but simple numbers—nearly every encounter has your four-person party coming up against five or six enemies.

Storytelling Overview

As a classic 16-bit RPG, OTRSPD: Episode 3 uses all text to convey the dialogue and action between the characters. While the characters do sometimes move around, it's these text boxes where just about every bit of story is gleaned from. The change is obviously restricting in some ways, but freeing in others; with just limited animations required, Penny Arcade's head writer Jerry Holkins is free to focus on the interplay between the characters. There's still some limitations there, but Holkins frequently uses the format to his advantage, playing humorously off of the common themes and of class RPGs of old.


The writing in the Penny Arcade games has always been purely Jerry Holkins' style. If you've read Penny Arcade (or played the first two games) for any period of time, you'll know the common themes: the occasional phallic joke, the buddy-cop relationship between the Gabe and Tycho, and liberal use of a thesaurus.

If you're a fan of old-school RPGs like Final Fantasy VI and Chrono Trigger, then the RPG mechanics of the game aren't going to be much of a problem. If you're a fan of Penny-Arcade's humor, then you'll likely tolerate the long text boxes and find yourself laughing along. If you like both, then you're in for a treat. If you hate both old-school RPGs and Penny Arcade then we suggest that an old-school Penny Arcade RPG is probably not for you.

Plot & Player Choices

The plot for this third installment of the Penny Arcade series takes a slight pivot away from the first two games of the series in some key ways. You no longer have a player-controlled avatar, instead just controlling Gabe, Tycho, and the other members of your party. You also follow a fairly linear development track, though you can choose which character classes to level up first. There simply isn't much agency on behalf of the player when it comes to this game, as you follow a fairly straight path through the game, with only a few optional enemies here and there to take down.

Just about the only choice you can make that will significantly alter the way you play the game is the difficulty. On hard this game is punishing even for veteran RPG players, while on easy the game lets you breeze through nearly every fight without even needing to heal. It's this choice that will likely determine how fun or frustrating you find the game.

Our suggestion: play on hard with a three-fight limit. If you find yourself banging your head against the wall on a certain fight, then click the difficulty down to easy once you've tried it three or four times. We found this was the best of both worlds, as on hard we occasionally ran into a group of normal enemies that we couldn't find a way around after five or six attempts, though on easy we found the game less fulfilling. With the game on easy we cruised through fights, but found the repeated mechanics and low-risk combat to be boring; on hard things were certainly more frustrating, but we tolerated the grind a little more.

Graphics & Atmosphere Overview

While the first two Penny Arcade games reproducing the art style of the comics quite well, this third installment has, somewhat by necessity, altered the format. Developed by two-man team Zeboyd games, OTRSPD:E3's style involves less development overhead, but it still manages to be a quite attractive game. That this switch also enabled the game to be rescued from development hell is maybe a nice bit of providence. The result is a classic case of art from limitations, with both the graphic style and the writing using the 16-bit style expertly.

Art Design

The aesthetics of third third installment of the Penny Arcade game take on a decidedly old-school feel, with every character and enemy rendered in animated 16-bit sprites. The sprites look excellent for what they are, while the backgrounds are extremely well done.

There's been a great deal of throwback art in gaming recently, with games like Super Meat Boy, Superbrothers: Sword and Sworcery, and Penny Arcade 3 all building their own unique art style, pixel by pixel. It's refreshing, and in some ways it frees the games from being enslaved by the need to go polygon for polygon with much more massive development houses. That those three games all feature some incredibly well-tuned mechanics (platforming, music, and RPG combat, respectively) is no accident, as even with smaller development teams the perhaps more traditional graphics allow for more time to be spent adjusting actual gameplay.


The graphics in this game are still quite simple, but they don't detract from the game in any meaningful way. We do wish that the small cutscenes were a little more animated, however, as they seem to transition from still to still rather than being animated. Even the limited animation ability of 16-bit RPGs does allow for sprites to interact. Instead many of the best jokes (Gabe's super-cool cape) are left to text boxes and the imagination.


The music in Penny Arcade 3 isn't the game's strong suit. It's serviceable, but it's likely that you will get tired of it before long. It is something that could've been improved (and may in the fourth). Given that chiptune music is as popular as it is (and Alex Meier often provides music for Penny Arcade Television episodes), we wonder how he wasn't somehow involved in this old-school gaming project, even for a track or two.

Sound Effects

The sound, like the music, also doesn't quite live up to expectations. It's not annoying, but the hit sounds are all the same and can get quite repetitive after an hour or two playing. There simply isn't much variety here. We do reserve a special place in our heart for the "chirp" offered when moving through the menu; it's pure old-school RPG, and will be recognized by anyone who has played games as far up as Final Fantasy VII recently.


If you've played either of the first two Penny Arcade games, then On the Rain-Slick Precipice of Darkness: Episode 3 shouldn't be much of a surprise: a heavy dose of Penny Arcade humor, a well-crafted experience, and an ultimately satisfying experience for fans of Penny Arcade.

If you're ambivalent about Penny Arcade's massive all-reaching media empire and their sometimes sophomoric sense of humor, then you should know that the game is also a fairly sophisticated RPG experience.

While the class system in this game is filled with jokes and gimmicks (such as the slacker class which, does, um....whatever), the ability to give your four-character parties a total of eight classes creates some interesting combat options. Those come in handy, because OTRSPD: Episode 3 turns the difficulty up to 11, without providing you the safety blanket of random enemies that most RPGs offer.

With a fixed amount of enemies and some surprisingly difficult normal enemy groups, the "hard" setting is exactly as advertised. This led to each fight playing out more like a puzzle. While random enemies are often derided in classic RPGs as annoying, they are still generally limitless, letting you grind for an hour or two to get past particularly difficult sections.

Penny Arcade 3 employs fixed on-map enemies that require careful planning to get by. The result is a satisfying, although frequently frustrating experience that will test even seasoned RPGers. Still, there's a very solid modern RPG under all this old-school decoration, with a command timeline similar to Final Fantasy X, interrupts, replenishing items, automatic healing after every battle, and the ability to immediately replay a battle after losing. These modern conveniences run counter to the back-breaking difficulty of old-school RPGs, but they make the more difficult battles tolerable, especially when each try make take 5 minutes before you know your tactics will fail.

Of course, you can always slide the difficulty down to easy to just progress on with the story—a constant temptation later in the game. Doing so makes it simple to blow through every fight, seeing all the great writing and enemy descriptions—the biggest source of comedy in the game—much quicker. But we found that sliding the difficulty down to easy eliminated the puzzle element that made the RPG combat so satisfying in the first place.

The Penny Arcade series of games—much like their Penny Arcade Presents series, collectible card game, Penny Arcade TV webisodes, and now-defunct podcast—has always been another platform for the series' two creators to joke around with their audience. Episode 3 may change the tune a little bit, but it's still the same old song and dance. If you are a fan of Penny Arcade, you owe it to yourself to give this a try.

Don't expect an RPG experience on the epic scale of the classic games Episode 3 tries to emulate, but even with moderate expectations you may find yourself pleasantly surprised at what this game has to offer.

Meet the tester

TJ Donegan

TJ Donegan

Executive Editor


TJ is the Executive Editor of He is a Massachusetts native and has covered electronics, cameras, TVs, smartphones, parenting, and more for Reviewed. He is from the self-styled "Cranberry Capitol of the World," which is, in fact, a real thing.

See all of TJ Donegan's reviews

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