1 Place the Wheel of Madness in the middle of the table.

2 Place 5 Town Cards around the wheel, placing the short side of each card up against one side of the wheel. Randomize which side of the Town Card to use.

3 Select a Great Old One Mat to play with this game and place the remaining mats back in the box. Place your Great Old One Mat within easy reach of all players. Note: For your first game we recommend playing with Nyarlathotep.

3A Place the Great Old One Strength Token () on the starting box of the Strength Track. (The unnumbered box.)

4 Each player chooses a Player Mat, then takes the matching Player Token and a Brain Token (). Place any remaining player components back in the box.

4A Place the Brain Token at the bottom of the Delirium Track.

5 Place the Necronomicon Mat on the table, below the Great Old One Mat within reach of all players.

5A Place the Page Tokens in a pile next to the Necronomicon Mat.

6 Shuffle the Page Cards and form a facedown draw deck. Place the deck near the Necronomicon Mat.

6A Draw 5 Page Cards, keeping them facedown, and place one card next to each Town Card as shown in the setup diagram.

7 Place the Shambler Mat on the table, within reach of all players.

7A Place the 15 Shambler Tokens on the mat in their matching color spaces.

8 Place the Discard Mat below the Shambler Mat.

9 Place the Cthulhu Dice in easy reach of all players.

10 Spin the Wheel of Madness once for each of the following tokens and place that token on the Town Card where the spinner points when it stops. (Occasionally, where the back end of the spinner — the tentacle — points will also be important.)

10A Place the Great Old One Token: on the center of the Town Card indicated. (then turn the Page card face-up).

10B Place 1 Shambler per player from the Shambler Mat (its color determined by the color on the inside edge of the Town Card where the pointer’s tentacle-end/backend is pointing). Place it on the lowest space of the Shamber Track.

10C Player Tokens: spin for each token and place it on the center of the resulting Town Card.

11 Prepare the Tentacles:

11A Place 3 Eldritch Tentacles () into the Tentacle Draw Bag.

11B Place 9 each of the Fear (), Rage (), and Greed () Tentacles into the Tentacle Draw Bag. These are collectively known as Madness Tentacles.

11C Place 3 Fear, 3 Rage, and 3 Greed Tentacles on the Shambler Mat in the matching colored areas.

11D Place 3 Fear, 3 Rage, and 3 Greed Tentacles on the Discard Mat.

11E Place 3 Eldritch Tentacles on each Town Card, in the black square spaces next to the Shambler Track. Place the remaining Eldritch Tentacles in a general supply above The Great Old One Mat.

11F Place Chaos Tentacles () based on player count:

Solo and 2P – 2 Chaos Tentacles on each Player Mat’s Chaos Track.

3P – 1 Chaos Tentacle on each Player Mat’s Chaos Track and 1 on the Discard Mat.

4P – 4 Chaos Tentacles on the Discard Mat.

11G - Place 10 Chaos Tentacles onto the tentacle spaces of the Necronomicon Mat-

11H - Place the remaining 3 Chaos Tentacles into a general supply next to The Great Old One Mat.

12 - Drawing one at a time from the Tentacle Draw Bag, place 2 Madness Tentacles on each Town Card on the leftmost empty space of their matching-colored Madness Tracks. If you draw an Eldritch Tentacle, place it back in the bag and draw again.