I see Toccata already answered your questions, so I'll add a few more details.

The advantage of the NPC creation system is that you only stat up an NPC once. When it's time to unleash it on your PCs, you just figure out their threat level, transform the NPC's 1-10 grades into actual numbers according to the tables and you're good to go. There is nothing keeping you from giving your NPC a Grade 10 in everything - it will be strong, but not hopelessly overpowering -, but in my opinion that's boring.

Like many things that look a bit strange in Spycraft, seeing this in actual play helps a lot with understanding how it's meant to be used.

Fluid Initiative can be a bit scary, but there's a few good tricks to track it. Toccato has a nice and simple solution, but if you want to build something more elaborate, how about this: Make a table with 51 columns (0 to 50), then use poker chips to represent your players and NPC groups. Whenever their Initiative changes, move them up and down in the "racetrack". Color the 50 and 0 columns differently. Whenever a character goes to those or beyond that, he must either Press (50 and above) or is sent Reeling (0 or below). You only need to keep track of those extreme Init numbers for one round, after which the character is catapulted back into the normal range. It's easier than a battlemap, too, since you only have to build it once.

(Dammit, I now feel semi-compelled to build this.)

Also, there's optional rules for Static Initiative, if you really don't like the system. It's a bit of a misnomer, since the Init still changes from some class abilities, but it does become much less mobile and therefore easier to track.

Gatac

I actually kinda liked I, Robot...

Gatac

The PDF is already the Second Printing.

Gatac

At the other end of the punctuation spectrum are those who insist on placing a full stop after an ellipsis that finishes a sentence....

The Auld Grump, punctuation prone.

Click this to let the joke make sense.

Gatac

So, another Zero Punctuation devotee?

Gatac

So something like "This proficiency may be chosen freely, but does not grant its benefit to a character without the listed prerequisite" and "This proficiency may be chosen multiple times, each time lowering its prerequisite by one" ?

Gatac

Imagine it like that:

Without telescopic sight:

Increment	Penalty
First	0
Second	-2
Third	-2
Fourth	-2
Fifth	-2
Total	-8

Telescopic Sight, ignores 2nd and 4th increments:

Increment	Penalty
First	0
Second	0
Third	-2
Fourth	0
Fifth	-2
Total	-4

Gatac

My general advice for running Spycraft:

1) Don't be shy about giving out Action Dice for cool stuff. Your players will soon understand that action dice are a resource, not an emergency brake.

2) Err on the side of competence. If you narrate your player character's failing at something, it's not because they suck at what they're doing - it's because the challenge is tough and the enemies are not pushovers. Mundane happens to other people.

3) Don't overnarrate. Paint a general picture of the scene, include a few setpieces and let your players sort out the rest. Is there a fountain in the middle of the plaza? If your player has a cool idea for it, why not? Try to focus on the meat of the scene (What are the characters trying to do here?) and what you need for that to work, but don't get weighed down in trivia. Trust me, it's better for your sanity.

4) Use rule 0 and make sure your players understand that you're doing this to keep the game going. Nothing kills a fun session quicker than a long rules dispute. If it takes more than a minute to look up, make up something that looks about right and use that. I usually make a note when that happens so I can look it up afterwards, but the session is not the time for you or the players to deconstruct the rulebook looking for answers. It's general advice for pretty much every game, but with a ruleset like Spycraft, the temptation is great to look things up. There probably is a rule that covers it, somewhere, but I'll just go ahead and say that this demands a pretty intimate knowledge of the system to find in the heat of gaming.

5) Explosions! It's a simple rule, but in the tradition of Raymond Chandler's two men with guns, a well-timed boom will kick the mission forward and get your players going again.

Gatac

I think that's doing him a disservice. In many incarnations of the Justice League, Batman has shown that he's at least as dangerous as his teammates - training, gear and a fearsome intellect are enough to let him play with the big dogs. Grant Morrison called him the JLA's most dangerous member - undoubtedly because he could figure out how to beat all of his teammates.

I do admit he gets some writer fiat support here and there, though.

Gatac

[The Threat Level of your team determines which security devices they can get.]

1) You need to know two things here: one, the Caliber of the pick (which determines the device's Power Rating, as given in the Security picks table 4.73) and the Threat Level of your team (Add all career levels together, divide by five, round up).

Now, go to table 7.9. The last column shows the XP Reward of the device as a function of the device's Power Rating. The multiplier in there is what needs to be less than half of the team's Threat Level (rounded up.)

Example: Your team has a Threat Level of 4. They can only pick security devices with an XP Reward multiplier of 1 or 2.

The Threat Level of your team determines which security devices they can get.

Then, calculate the device's stats using the Power Rating the Security pick table gives you.

The caliber of the pick determines how powerful that security device is.

Does that help?

2) This has been reformulated in Second Printing. The conditions from losing vitality and wounds don't stack. A character that has either no Vitality left or takes any Wound damage for any reason is Fatigued. That character should therefore be fatigued only, not exhausted or unconscious.

3) Look at the Minion NPC quality on pg. 448. Standard minion squad size is equal to the player team size, so that would be a group of three per pop. Remember that throwing a lot of one type of NPC at the players doesn't change the XP rewards for the players - so there's more where those came from. (If you're nice, though, you'll give the NPCs the Horde quality and only send one squad in... )

4) I'm not sure I'm qualified for helping you run actual missions (I'm more in the player / laissez-faire GM camp), but I'm happy to answer any questions you have.

Gatac

Ultimates is straight fiction. It sprung out of a thread on the old AEG boards where a couple of people built 20th-level characters, back with 1.0. Equinox started writing a story around it, based on the "20th level challenge" left unsolved in the Shadowforce Archer books: defeat Villain X. Then there was the sequel, Present Past, which was based on the other big challenge left unsolved: rescue Fade. (That's also where Mark came in, if you're counting.) Needless to say, we managed both, which put the Ultimates team in direct opposition to the Shop. We've firmly remained there since.

As for Mark, there's a few stories you'll need to catch up on as soon as they're back on the Wiki: first off, The Gray Wolf and Otherside, detailing Mark's recruitment and his first big mission after Present Past, respectively. Then the Assassin Trilogy (Die or Get Rich Tryin', Hitman Down Under and Rising Son), in which Mark ends up shooting his way through Russia, Australia and Japan respectively.

After that come the stories I have posted to the blogs: Childhood's End (Rowena's training with Mark), Just 'cause (Rumble in the jungle) and Two Guns, the way way flashbacked story of Mark's great love and how it all went to shit.

Frankly, my bibliography is the most involved of the Ultimates writers, simply because something is wrong with me - I have to shove one of those chapters out there roughly every week. I'm as giddy as my readers to see where it all goes. Maybe even more.

Gatac

Okay, saw the first episode. Better than I expected, but it really can't decide between comedy and drama at times. I'll keep watching it, anyway.

Gatac

Next easy fix: Allow him to use the Bounce trick with Doom. (And build a feat that does that, we're gonna need it when we want to stat up Revolver Ocelot.)

Gatac

My first impulse is to just finaggle a Spellbound spell. Take Magic Missile (from Volume 1) and modify as required. Voila - autohitting, intrinsic to Karl as opposed to snatcheable, and if you make it a Level 0 spell he can cast it without further problems. I'd also change it so higher caster level adds more damage, but keeps the spell at one "missile" - the bullet.

Gatac

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Chapter Ten, to the tune of the love song experts at Foreigner.

I've been waiting for a girl like you to come into my life
I've been waiting for a girl like you, your loving will survive
I've been waiting for someone new to make me feel alive
Yeah, waiting for a girl like you to come into my life

Yeah, sure, they make a big soapy mess *now*. They don't have to clean that up later. I don't know whether hijacking a new boat for every tryst is economical, though.

The whole "Meet, go on a date, get to know each other, have sex" progression has been totally short-circuited. Then again, when did we ever care for speed limits?

I thought about "I want to know what love is" as the song for this one, because I personally like it better, but it doesn't fit as well. Maybe I can use it another time. (Note to aspiring authors: When you're weighing the benefits of different Foreigner songs in your head, GET OUT.)

Oh, you wacky non-Manhattan-ites and your stoic straight man-ness! I don't know if it's Comedy Gold. Maybe Comedy Nickel.

Life is a rollercoaster, but let's not go there quite yet. (Wrong millenium, anyway.)

Gatac