Twilight Imperium (3rd Edition)

Twilight Imperium 3 is the third edition of the flagship strategy board game from Fantasy Flight Games.  It supports 3 to 6 players and plays from 3 to 6 hours.  Twilight Imperium 3 (TI3) is an epic game of empire building, conquest, politics and trade, and it has a science-fiction theme.  There are 2-player variants available and Fantasy Flight Games will publish an expansion for up to 8 players sometime around November 2006.  TI3 is designed by Christian T. Peterson.


Twilight Imperium 3 is a board game that makes me wish I had more time to play games.  It is deep with theme, is space science-fiction based, has many cool components, is very engaging and gives an immersive experience for the players.  The downsides are that it takes a long time to play, and hence doesn’t get played as often as I would like.  It retails for around $80.00.


This is actually the 3rd edition of the original game first published by Fantasy Flight Games in 1997.  The second edition was published in 2000 and has been out of print since 2003.  The 3rd edition came out in the summer of 2005.  Last summer, my wife gave me a copy of the game for my birthday.  Each edition of the game has made improvements in rules, streamlining of game play and continued improvement of the components design.  I personally have never played the earlier editions so can not make meaningful comments of comparison, only basing comment on pictures and postings on the Internet from other Twilight Imperium owners.  I have read that TI3 has been a highly successful project for Fantasy Flight Games, having outsold the combined total of all previous editions and expansions since it was introduced last year.


The rule book is available as a downloadable PDF at Fantasy Flight Games’ TI3 web site.  There are also numerous fan sites on the World Wide Web.  Here are a few:

The Unofficial Twilight Imperium Site

Dr. Petrov’s TI3 Fanpage

Vanilla ISCream PBEM Twilight Imperium

You can also find numerous reviews and session reports on TI3 around the Internet.

What’s in the box?

First off, it’s a huge box.  And heavy.  The box size is 12” x 24”  After you punch out all the pieces, and separate all the plastic bits from their trees (a task requiring care not to twist or break components), it would all fit in a box that is smaller.  I’m hoping that when the expansion gets published this Fall that everything will still fit in the original box.  The box itself is well made, with excellent artwork.  I included pictures of the front and back of the box, above.

There are over 400 cards included with the game.

These cards are of the same high quality and artwork as other recent Fantasy Flight Games cards (Runebound, Warrior Knights, Arkham Horror).  They are the same size as the cards from these other games too.  As near as I know they are the same size cards as in the original Ticket To Ride, published by Days of Wonder.  The size of the cards works out quite well in this game.  You don’t really hold them very often, they are played face-up or face-down on the table.

There are over 40 large cardboard hexes.

These comprise the playing board.  They are wonderful to see.  The colors are rich, they are thick and have a linen non-glare finish.  The pictures I have included here do them no justice.  The board is recreated each time you play so no two games are played in the same “universe”.  I measured the dimensions of one of the hex tiles and it’s 4” side-to-side.

There are 6 sets of colored plastic pieces.

These comprise the space fleets for each player.  The pieces are familiar in shape, looking like spaceships from Battlestar Galactica, Star Trek and Star Wars.  I suspect they are just different enough to avoid licensing issues.  The lower row in the above picture shows a Destroyer, Carrier, Dreadnought, Cruiser and Fighter.  In the back you can see a Space Port and a War Sun (which everyone immediately recognizes as a Death Star, of course).  The 2 smaller pieces along the right side of the photograph are components to represent Ground Forces and a Planetary Defense System (think of the Ion Cannon from Star Wars episode IV).

There are an abundance of cardboard chits.

These are Bonus Markers.  When I discuss game play you will see that these bring one of the game mechanics from Puerto Rico to TI3.



Every alien “Race” in the galaxy has a unique icon or symbol.  It appears on a number of player elements.  These parts are the command counters for three of the Races in TI3.  Command counters are at the heart of how all activity is managed in the game.  Think of them like “action points” in other board games.

Little flag chits are provided, again with the Race symbol, which can be used to identify controlled planets on the game board.  They are also used to track victory points on the scoring track.  I believe these are actually called Control Markers in the rules.

These round chits are designations for Trade Goods.  There are also a supply of chits to designate extra ground forces, and extra fighters.




This larger cardboard piece designates the “Speaker”, or First Player in a round.




There are Strategy Cards.  These are 8 larger cardboard pieces that designate a short-term strategy that each player chooses.  Much like the board game Puerto Rico, there is a primary benefit for the player who chooses a card, and a secondary benefit for all other players in the game.  There are 8 Strategy Cards.

Of the numerous cards supplied with the game, there is a technology deck, identical for each player, but each deck has a unique color scheme.  There are Political Cards, Action Cards, Planet Cards and Objective Cards.

Each player/Race can have a Trade Agreement with up to two other Races in the galaxy.  Players track their trade agreements with cards.

These are Planet Cards.

There is a Planet Card in the deck for every possible planet in the game universe.  Each Planet Card artistically depicts the designated planet as well as describes something about the planet, it’s name, it resource generating ability, it’s political influence value, and possible technology advancement bonus.

The Political cards are potential policy changes that can be voted on in the game.  These changes can be minor as well as impact total game flow.

Action cards give special abilities to the players and are accumulated throughout the game.

The Objective Deck is cool.  Here are some sample cards.

In the Objectives Deck there are 3 kinds of cards.  Secret Objective cards are assigned to each player at the start of the game.  As named, these objectives are kept secret until the end of the game.  There are Public Objectives, again as named, these are available to all players throughout the game.  As objectives are met, the players gain victory points, and ultimately win the game.  The Public Objectives come in two groups, Stage 1 and Stage 2.  The deck is arranged so that Stage 1 Public Objectives are revealed first.
Each player selects a “Race” at the start of the game.  The simplest way to play is to randomly assign a Race to each player at game start.  Currently there are ten Races available in TI3.
Once the player has a Race selected, they place the appropriate Race sheet in front of them.  Each Race has unique abilities and sometimes has unique resource or trade goods features.

This sheet summarizes the basic game turn actions, costs for ships, unique features about the player’s Race, and it provides a place for the various command counters and trade good counters to be placed.  The Command Counters actually have a black ship depicted on their flip side.  They should be placed flipped over on the Race sheet when put into the Fleet Supply area on the card.

A recommended player work area is suggested in the rule book.

There is also an off-board common shared area needed for all the players.  The rules suggest an area of the game table set aside as follows.

The Victory Point track is in this common area, as well as unclaimed Planet Cards, Action Cards and Political Cards.  Active Laws are also placed in this area for all players to review.

With the large hex tiles comprising the Universe, the player Race sheets, and places for all of the other common area components, this game takes a lot of table space.   Here is a picture, posted on the Internet, of a 4-player game in progress.

The rule book is wonderful.  It’s large (maybe 12” x 12”), rich with colors and diagrams, flavor text, and easy to read; it’s 44 pages long.  And for additional background on the game, Christian Petersen, the designer of Twilight Imperium, and CEO of Fantasy Flight Games, has published his design notes on the official web site.  Here’s a link to the design notes web page.

Again, the components to the game are all excellent.  I especially appreciate the high quality game board hexes.  My only complaint about the plastic pieces is that you need to separate them from their plastic runners/sprues.  I found it was tedious to remove the plastic components from their “trees”.  I guess this was a cost saving measure, but I would have preferred individual plastic bits right out-of-the-box.

Game Play

I’ve read some reviews of Twilight Imperium 3 where the reviewer declared the rules were very straight-forward and easy to learn.  That’s amazing.  I do not support that fantasy.  I will say that once I “got it” the rules seem very easy to explain.  But it took several false starts, re-reading of the rules and a few games under my belt before I could reach that level of confidence.

To win the game, players work to obtain victory points.  These points are achieved by various means.  The Secret Objective handed out to every player at game start describes a fairly unique objective that when accomplished by the player will usually garner 2 victory points.  Plus there are Public Objectives that become available throughout the game that players can work to achieve.  These contribute 1 Victory Point.  Objectives can be focused on ownership of a certain number or types of planets, on levels of technology advancement, conquering other player’s planets, building space infrastructure, political influence, production capacity, and/or holding the central planet on the board (Mecatol Rex).  Note that it can happen that Secret Objectives are in direct conflict with each other between the players.

The game board is constructed by the players at the start of the game.  There is a large central planet named Mecatol Rex.  All hex tiles are added in rings around the center system.  Player home planets are placed in the outer rim.  Some of the hexes contain empty space, some contain single planet systems, some contain dual planet systems.  There are also hexes containing Supernova, Asteroid Fields and a Nebula.  There are also wormholes.  The wormhole tiles have either an “A” or a “B” designation in them.  Wormholes labeled “A” connect to each other across the universe as if they were adjacent.  Wormholes designated “B” are connected to each other.  It can happen that there may not be a matching wormhole pair since hex tiles are randomly included in the game.  In that case they are treated like empty space.

The above picture shows a game board with planetary systems, and a  wormhole “B”.  The planetary systems having double yellow borders are home-world systems belonging to player Races.

Each player collects the planet cards for the planets in thir home system.  A player also reviews the starting conditions for their Race as designated on their respective Race sheet.  Races are well balanced in the game, but each player very likely begins with different levels of technology advancement and a unique initial space fleet.

Common play area components are setup next, including the Public Objectives deck.

Everyone begins with a set of Command Counters and places them on their Race sheet.  You begin with 2 Command Counters in the Strategy Allocation Pool area of the Race sheet, 3 Command Counters in the Command Pool area of the sheet, and 3 Command Counters in the Fleet Pool area on the sheet.  These Command Counters are consumed as each action is taken in the game.  Also, the number of Command Counters contained in a player’s Fleet Pool area on their Race sheet specifies the maximum fleet size that player may have in any one hex on the board.  If you want a large fleet of warships, you need to dedicate Command Counters to the Fleet area on your Race sheet.  When counting ships towards the maximum fleet size, fighters, and any space port are ignored.

TI3 is played in rounds, with each player taking turns in a round.  The round is comprised of the following game phases:

  1. Strategy Phase
  2. Action Phase
  3. Status Phase

As part of the Status Phase in a round, game winning conditions are checked.  If no one has the 10 victory points needed to win, the game resumes beginning with a new round.

The Strategy Phase design was influenced by Puerto Rico.  Each player, in a specific order, selects a Strategy card from the 8 available.  No two players may take the same Strategy Card.  There is a primary ability described on the card that only the player who chose the card can perform.  The secondary ability described on the card is then available to every other player.  If they choose to take the strategic action described by the card’s secondary ability, they consume one of the Command Counters from the Strategy Allocation area on their Race sheet.  If you do not have any Strategy Allocation Command Counters remaining you cannot perform the secondary ability.

Initially, the players merely choose the Strategy Card they want.  It does not get executed just yet.  And just as is done in Puerto Rico, any unused Strategy Cards each get a Bonus Token added.  These accumulate on Strategy Cards that are not appealing at the current time for the game.  Certainly as the game progresses, certain strategies are more interesting than others.  The Bonus Tokens associated with an unused Strategy Card can later be exchanged for Trade Goods or even more Command Counters.

Each Strategy Card has a unique number on it.  The actions are someone prioritized, where less significant options come first.  The players then take turns in Strategy Card numerical order as they execute the Action Phase.

During the Action Phase of a round, the players each do one the following:

  • Strategic Action (mandatory once)
  • Tactical Action
  • Transfer Action
  • Pass (mandatory once)

So here is how this works.  Everyone begins the game with a number of Command Counters on their respective Race sheet.  There are 3 areas on the sheet available and the player must decide how they are allocated between Strategy Allocation, Fleet Supply and Command Pool.  Note that at the beginning of the game this distribution is defined.  As the game resumes, and Command Counters are added, consumed, and re-allocated at key points during the game.

Since the players already have their chosen Strategy Card, the turn order is already known.  Players take turns based upon the numbers on the Strategy Cards, lowest number first.  On your turn you decide which action you want to pursue.  However, before you “Pass” you must have taken your chosen Strategic Action during one round.

If you choose the Strategic Action, you execute the Primary Ability from the card.  Then in clockwise order away from you, every other player has the option to execute the Secondary Ability described on the card.  In this manner, every chosen Strategy Card is executed by all the players in a round.  If during another player’s turn they choose their Strategic Action, you have the option to execute that card’s Secondary Ability.  The only trick is that you must consume a Command Counter from your Strategy Allocation Pool on your Race card.  If you have no Command Counters left there, you cannot perform the Secondary Ability of the Strategic Card.

A brief description of the Strategy Cards is in order.  As described above, there are 8.  They are:

1 – Initiative

The Primary Ability of this card grants you the Speaker token.  This allows you first choice of Strategy Cards on the next turn.  It also allows you to execute the Secondary Ability of every other player-chosen Strategy Card without spending a Command Counter from your Strategy Allocation Pool.  You cannot choose the Initiative Strategic Action two turns in a row.

This is the only Strategic Card that has no specified Secondary Ability.  No other strategic action is performed by other players in the game when this card is selected.

2 – Diplomacy

The Primary Ability of this card allows you to establish a diplomatic relationship with another player in the game.  Neither you nor the selected player can “activate” systems belonging to the other player.  In other words, you are both prohibited from attacking each other in warfare.  This is useful both as a defensive and offensive maneuver.  If you believe you are about to be invaded, this may be an obvious choice.  Also, if you just attacked someone last turn you might choose this Strategy Card as a way of protecting yourself from short-term immediate military response.

The Secondary Ability of this card allows the other players to refresh 2 exhausted planet cards.  Once a planet has either produced resources or influence, it becomes exhausted and cannot be used again in the round.  Also, when a neutral or hostile planet is invaded it  becomes exhausted.  The Secondary Ability of this card helps those players wanting to spend a Command Counter from their Strategic Allocation Pool to refresh 2 exhausted planets, including any that were just invaded.

3 – Political

The Primary Ability of this card allows the player to draw 3 Action Cards from the deck.  It also provides 1 free Command Counter for the player which may be placed in any one of the three Command Counter pools on your Race sheet.  This player also draws the top card from the Political Cards deck.  That Political Card is then resolved by all players.  The last benefit from this Strategic Action is that the player draws the next 3 cards from the Political Cards deck, secretly reads them, and then places the preferred one face down on top of the Political Cards deck, ensuring that it will be played next time.  The other 2 discarded cards are placed on the bottom of the deck.

The Secondary Ability of this card allows all other players to draw 1 free Action Card.

 4 – Logistics

The Primary Ability of the Logistics Strategy Card allows the player to add 4 Command Counters to their Race sheet.

The Secondary Ability of this card allows other players to spend planet influence counts in exchange for extra Command Counters.  You receive 1 Command Counter for every 3 influence points you exhaust.  Note, the players are not required to spend a Command Counter from their Strategic Allocation Pool to perform this action.

5 – Trade

The Primary Ability of this card allows the player to choose between 2 different actions impacting trade in the game.  They are designated choices “a” or “b”.

a)  The player receives 3 free Trade Goods tokens.  The player also automatically receives Trade Goods for any open Trade Agreements they may have with other players in the game.  Finally, you open up trade between all players.  Each player may exchange Trade Agreement cards between themselves and establish new trade Agreements.  This player is also permitted to open Trade Agreements with any players.  Each player must use 1 of the 2 Trade Agreement cards provided at the beginning of the game.  The active player, having chosen this Strategy Card, must approve all proposed Trade Agreements between players.  Players cannot collect Trade Goods during the turn where this agreement was just formed.

b)  The player decides that all Trade Agreements in the game are now terminated.  Every player must return their Trade Agreements cards with their respective trading partners.

The Secondary Ability of this card allows the other players to collect Trade Goods for any open Trade Agreements in the game.

6 – Warfare

The Primary Ability of this card permits the user to retrieve 1 Command Counter from the board and return it to their Race sheet.  This is very powerful, as will be seen later, since the player effectively gets to move a fleet twice.  Using this ability allows the player to move  ships into an already “activated” system.

The Secondary Ability allows the other players to each move up to 2 Destroyer or Cruiser units for free.  Movement must be into an adjacent system.

7 – Technology

The Primary Ability of this Strategy Card is to advance one technology of your choice for free.  The Technology Cards provide new capabilities for your Race.  Technologies have pre-requisites which must be satisfied before they can advance.  Each player begins with identical Technology Cards and an identical “Technology Tree”.  However, each Race can begin with certain technologies more advanced than others.

The Secondary Ability allows other players to purchase 1 technology advancement.  A single advancement may be purchased by exhausting 8 resources from their planets.

8 – Imperial

The Primary Ability of this Strategy Card is to allow the user to reveal a new Public Objective card.  All players will know about this new Public Objective and can aspire to accomplish it’s goals for Victory Points.  The player choosing this Strategic Card also advances 2 Victory Points for free.

NOTE:  This Primary Ability of advancing 2 Victory Points for the player, is often criticized as an unfair advantage in the game.  The fundamental “feature” this game mechanism provides is that it moves the game along, causing it to end sooner.  The game ends when 10 Victory Points are achieved by any player.  The bonus of these free Victory Points can be managed once everyone understands what it means if they allow one player to choose this Strategic Card for many turns.

The Secondary Ability allows the other players to produce in an already “activated” system.  The other players may choose to build in a system without activating it instead.

For each turn in the round, moving in order defined by the Strategy Cards chosen, players may elect to choose the Strategy Action only once.  The Tactical Action and Transfer Action can be repeated each round until every player has passed.  Once a player has passed they drop out of the round.  Also, a player cannot choose to pass unless they have already done their Strategic Action on a previous turn.

The Tactical Action is the primary engagement and movement operation of the game.  A player consumes 1 Command Counter from the Command Pool on his Race sheet and chooses to “activate” a system by placing that counter in any system on the board.  The Tactical Action is actually divided into 7 discrete possible steps:

  1. Activate a system (any system on the board)
  2. Move ships into that system (provided they can reach there)
  3. Planetary Defense Systems (PDS) fire into that system
  4. Conduct Space Battle in that system
  5. Conduct Planetary Landings
  6. Perform Invasion Combat on planets
  7. Produce Units
Not all of these steps will happen, but those that do must be done in the prescribed order.  For example, if you want to produce units at a Space Port, you activate the system, and then produce units.
Here is a diagram depicting how a system becomes activated with a Command Counter and then new units are produced at the Space Port.

To attack space ships in another system you would activate that system, move your ships in, respond to any defensive PDS that can happen against your invading ships, and then conduct a space battle against enemy ships there.

To invade a neutral planet in an unoccupied system, you activate the system, move your ships there, conduct a planetary landing, and mark the planet as your own.  When you conquer a planet, you add it’s Planet Card, exhausted, to your collection of Planet Cards.

To invade a planet owned by another player, but perhaps there is not fleet there, you first activate the system, move your ships there, respond to any PDS the planet may have, and conduct a planetary landing.  If the enemy did not have Ground Forces stationed there you can then mark the planet as yours.  If there are Ground Forces, then you must also defeat them with Invasion Combat, before you can claim the planet.

I’m not going to into the details of those steps here.  Each step is actually very easy to understand and execute.

There is one feature of ship movement and system “activation” that I do want to explain.  Once a system has a Command Counter in it, the ships there cannot leave this turn.  This means you need to plan how you will move your fleets and conduct your battles.  It also explains why the Warfare Strategic Card is powerful.

The Transfer Action is an easy way to handle the exchange of ships between two of your adjacent planetary systems.

After all players have passed in the Action Phase of the turn, the game enters the Status Phase.

In the Status Phase many game functions are reset, Victory Points are checked, and game ending conditions are checked.  The Status Phase is executed in the following order:

  1. Check for Public and/or Secret Objectives being met.  If a player accomplishes a Public Objective, and everyone confirms that, he places one of his flag chits on that card.  Other players may still accomplish that same objective as the game continues.  Secret Objectives should only be revealed, and scored by players at this time.  If a Secret Object is not satisfied, it remains in play in secret for that player.
  2. All damaged ships are repaired.  This is limited to Dreadnought and War Sun, since these are the only ships that are not destroyed with only 1 hit.
  3. All Command Counters are removed from the board.  They are replaced to your counters supply, NOT to your Race sheet.
  4. All exhausted planets are refreshed.
  5. Every player receives 1 free Action Card and 2 new Command Counters.
  6. The player distributes the Command Counters on their respective Race sheet however they see fit.  Remember that the Command Counters in the Strategy Allocation Pool are used to perform the Secondary Ability of Strategic Cards when they are executed.  The counters in Fleet Supply determined the maximum fleet size you may have on any one system.  For example, if you intend to send 2 fleets into a system next turn, you need to ensure there are enough Command Counters in the Fleet Supply Pool.  And finally the Command Pool contains Command Counters you may choose to use in the next turn for tactical actions.


The game actually comes with a number of options and official variants described right in the manual.  There are even extra cardboard pieces provided to support some of these official variants.  Furthermore, there are numerous variants published at fan sites, the official Fantasy Flight Games site for Twilight Imperium 3, and on Board Game Geek.

The most common variant addresses the Imperial Strategic Card (ISC).  Many players change the rules and allow the player who chooses this card to gain only 1 free Victory Point.  There’s an official variant that supports this idea but then also asks the players to pre-publish 10 Public Objectives for all players to see at the beginning of the game.  And, they then suggest you use some kind of marker and advance it 1 at a time “across” these 10 Public Objective card as a game clock.  When it hits the 10th card the game is over.

I’m actually okay with the rules as written.  Although I have played with the official variant using 1 point per ISC and 10 initial Public Objectives.  Another ISC variant I have used is to again drop the Victory Points granted with the card to 1 and to set the overall game winning Victory Point count down to 8.

The other variants I want to mention concern 2 players.  Out-of-the-box, the game requires a minimum of 3 players.  There are many times when just myself and 1 other person can play this game.  So I end up being highly interested in 2-player variants.  By far, my favorite 2-player variant includes these changes.

Drop the Initiative Strategy Card.  The Speaker Token just moves back and forth between the two players.

Treat the Political Strategy Card in a manner similar to Warrior Knights.  Draw 3 “agenda items” from the top of the Political Card deck and vote on them with Influence points as in Warrior Knights.  The player who chose the Strategy Card breaks all ties.  He also gets to peek at 4 of the top cards on the deck and then places the top 3 for next time.

Change the Trade Strategy Card to have the selecting player receive 3 free Trade Goods, but drop all support for the notion of Trade Agreements.  There is no Secondary Ability for this card.

The Imperial Strategy Card is changed to use the 1 point advantage with 10 initial Public Objectives.

I have successfully played several 2-player games in between 2.5 to 3 hours each time.


Obviously, I really like this game.  I love how immersive the theme feels.  It has great components.  Twilight Imperium has many great game-play features.  And there are many times when I want to play a game that  takes 2 or 3 hours and has a lot of depth.  TI3 fits that model for me.

The only downside I run into is that when you play with 3 or more the game will take a lot longer.  I would plan on at least 4 hours if it’s the first time you play with 3 players, and maybe 3 hours once everyone has played the game before.

Fantasy Flight Games is introducing an expansion in late 2006.  I am very much looking forward to owning that expansion.  It will add more hex tiles for a larger board and enough pieces for 2 more players.  There were also be included some new variants and options that seem really promising.  Also, the new expansion will have new Races, one of which they have already published some information about.

Even though I’ll probably never play an 8-person game of TI3, the choice of 2 more colors is also a cool benefit of the coming expansion, in addition to the Races and options mentioned.

The game is a little pricey.  About $80 retail.  And the box is large and a bit heavy.  You get a lot of game for your money.  Twilight Imperium 3 is a high quality deep strategy board game which should provide hours of gaming fun.

If you love the idea of a space strategy game (perhaps a little bit like the old Masters of Orion space computer game), and have a large enough table to support it, I highly recommend you give this game a try.  I think you will enjoy the experience.

One thought on “Twilight Imperium (3rd Edition)

  1. Don’t forget the investment in sleeves for the cards, since the game costs so much you will want to keep it in good condition. I just played my first game a few weeks ago despite buying the game nearly 5 years ago. Biggest problem was finding 2 more players of all things and the daunting complexity to the game. Once we got through the first round of play most of the game clicked and now makes sense. This week when we play again there should be some in depth fleet and ground combat so we can we explore that aspect

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