Creating characters is ultimately the launchpad of any gaming experience. This is equally true for the GM, which can present an interesting set of challenges. While each player need only focus on who they’re playing for the game, the GM must populate the whole rest of the world. The balance is, like any other number of storytelling strategies, making the world seem real while not doing an exhausting amount of work. The key strategies for writing memorable NPCs are differentiation, motivation, and improvisation. That last one in particular can take on a couple of different forms…so if you don’t think of yourself as an “improv GM”, fear not!

Differentiation

“Which security guard was that?”

“Um, maybe the guy in the lobby?”

“I guess that would make sense, I’m not sure I can really tell them apart, though…”

This is the scene that you want to avoid. Now, “faceless mook” works for certain genres, and the above example is paraphrased from one of the Cyberpunk games I ran very early in my GMing days, where in some ways I could “get away with it”. Even though you can get away with it some genres, that doesn’t mean you want to! Every NPC is an opportunity to present a world detail that your players will pick up on, or at least remember. Every character your players interact with should have ‘something’ that sets them apart from the others. It can be an affectation, a physical characteristic, or even something defined by how they interact with others. Imagine three guards on patrol…the same patrol they’ve done every night for the last three years. How do they interact? They know each other, and this will come through in most cases, unless you’re doing a Star Wars “faceless stormtrooper” shtick (which is overused…even in Star Wars). Think about the job, too…is this usually a boring gig? Or are there often mercenaries breaking into this building and fighting the guards? This particular question can leak over into your actual encounter planning, too…frequently attacked buildings usually have better security than infrequently attacked buildings.

Point is, at least when it comes to NPCs with speaking roles, your players should have a way to tell them apart. The classic GM advice is very similar to what I’ve imparted above…the three guys will have one redhead, one balding guy, and one very tall one. This is fine, but it gets tiring for the GM and you strongly risk repeating yourself. Now, imagine if there’s the nerdy one named Mike, and the tall one and the short one keep on stealing his hat. “Got Mike’s hat!” “Where’s your hat, Mike!” You just created a scene without having to go through lists of physical traits, and it’s likely more memorable. Even tiny relationships work better than static traits, just like in a sandbox world.

Of course this is way more important for your named NPCs, but that’s where you’re doing prep…figuring out how to differentiate significant NPCs is easier simply because you’re devoting out-of-game time to it. Keep track of their relationships, and of course note every time something happens that might come up again. For recurring NPCs what your players take away from them is way more important than what you have planned.

Motivation

Motivation is another topic which is obvious for major NPCs. If you’re playing in a fantasy game or any other genre with a very concrete villain, their motivations were probably part of your campaign planning. In intrigue games, that’s true times five, where you’re tracking the motivations and desires of many different parties and seeing what conflicts they cause. Motivation is important on the personal level too…the easiest ones to forget are a) even your low level guys are motivated by something, and b) many times your NPCs have personal motivations which clash with the motivations of the organization they represent.

Everybody’s Motivated

This is the biggest mistake DMs can make in D&D, to the point where it was a codified mechanic in earlier editions. Monsters have a desire other than “kill the adventurers”, and fighting to their death will rarely fulfill it. In monster cases, it’s still likely simple: “hunt for food”, “protect my young”, and so on. This is one of the things that the 5e supplement Volo’s Guide to Monsters tried to establish: many of the popular “monsters” in D&D are intelligent, have hierarchies, plans, and endgames. Being D&D many of those (beholders, mind flayers, gnolls) are still incredibly evil, but more complicated than “kill you”.

Those cyberpunk guards noted above probably have the motivation “get home tonight” or “get paid”. This is going to split between them avoiding getting killed when possible, and yet also at least trying to do their jobs so they don’t get fired. This is going to see them doing things like running away, calling for backup, and in some cases, hiding. I’ve seen many GMs omit two or all three things on this list, and write in “stand your ground until you die”, which isn’t really something many people are motivated to do.

Note that this includes major NPCs as well. While many fantasy games could see a last stand of some sort occurring after the characters have broken into the villain’s evil lair, the number of scenarios where the opponent’s best tactic is “stand my ground until I die” is much smaller than many think. If I were a sociopathic executive in a cyberpunk future, the minute a crack team of mercenaries broke into my corporate headquarters I’d be halfway to the Cayman Islands.

Motivations Aren’t Simple

And here’s the thing about sociopathic corporate executives . . . why? It’s an overdone trope, and reduces what can be a fascinating genre into the same good vs. evil questline as a fantasy game, but with chrome and guns. A person who ascends to a leadership position in a corporation could have many reasons for doing it, including being forced to. You can have your Saburo Arasaka, head of a zaibatsu that represents his entire legacy, and he can have his demand for loyalty and iron fist because to him his company is an extension of himself. That is a good motivation, but it is not the only one. Many executives fear getting fired, some are looking for a good angle to retire. Others are looking for opportunities to jump to a better employer. The top level of a company is a really fascinating place to be, which makes it a really sad place for GMs and writers to waste. Same goes for a royal court, or any major organization. The idea that a leader sees themselves reflected in their organization is so entirely overdone (see: how much of Skyrim? Most of Skyrim?) that it’s important to try to break away from it when possible.

Improvisation

When it comes to writing memorable NPCs, improv helps. This doesn’t mean “practice coming up with characters at a moment’s notice”, though I won’t lie and say that skill isn’t helpful. What I mean moreso is that you should watch your players. My favorite story here comes from the System Mastery podcast. As players, the guys had an NPC, Striker McGonagall, that became their favorite. I’m not doing the story justice, but in essence, every time there was a guard captain or other generic NPC the GM didn’t bother to describe, the players asked if it was Striker McGonagall in deep cover. It became a long running joke, but it also meant that every scene where this happened the players were engaging with an otherwise unimportant NPC.

Your players also have this motivation to assign more meaning to the people they meet. Take this, and run with it. This is very similar to letting the players write your plot for you by listening to their worried speculation. Often times players, being in a different mind space than you are, will come up with awesome stuff. It is your responsibility to steal it and incorporate it into the campaign. While it is difficult to come up with things quickly and improvise in that way, it is much easier to listen carefully to what your players are saying, and figure out ways to incorporate it in the background. Any game will allow you to take player suggestion or speculation either covertly or overtly, but if you have trouble allowing things to change on the fly (which is the more important aspect of improvisation), PbtA games are great practice. The principles and moves of PbtA games specify when it’s the GM defining things, and when the player gets to define things…using those rules as a starting point is a great way to practice adapting to player alterations, and then feeling more comfortable with when you can accept them in other games. Fact is, no plot survives contact with the players, and the best thing you can do is let them help you pick up the pieces with their table talk.

Like many other aspects of running a game, good NPCs help make the world feel more alive and more realistic. It’s also important to realize that just like in real life, you never know who your players will end up feeling attached to or caring about. Differentiate your NPCs to help them stand out to your players, and to help you keep them straight. Make sure they have motivations, not necessarily complex ones, but at least realistic ones. And when your players get interested in an NPC you didn’t think was important, go with it, rather than push back. A world is strongly defined by the people in it, so when running a world you have many opportunities to make the characters in it memorable and interesting.