As the grid system was thrown out, it seemed the original Conquest format was the only alternative. However, Brian and Dan knew they needed to find a way to mend the problem of mercenaries and monsters pillaging multiple locations with ease.

Units could now be vectored (moved) to the new region, the battlefield.

In an attempt to illustrate a more realistic battle, Brian and Dan created the battlefield, an additional zone. With the battlefield, mercenaries and monsters had to vector from the campaigning player's locations to the battlefield. It was only from the battlefield that mercenaries and monsters could assault locations. However, mercenaries and monsters in the battlefield could not defend their own locations. Mercenaries and monsters had to vector to the battlefield one turn, and then to a location the next in order to vector to a new location. However, some units had the ability "vectoring between locations," which allowed a one-turn vector from one location to the next. While sometimes useful for item transfer, the ability was mostly worthless.

With the battlefield, an additional form of combat known as attack was created. Unlike assaulting, attacking allowed the campaigning player to choose which units it would attack. Only units in the battlefield could be attacked, and only units in the battlefield could attack them. A unit could use an action such as attack after vectoring.

Dark Wyrm initially did not have any sustenance costs...6m for a 50/50.

In addition to the battlefield, a number of interesting innovations occurred. To begin, the term 'unit' was coined to refer to mercenaries and monsters (which became creatures). Creatures were also given upkeep at this point, because it was clear that they were far too superior to mercenaries. Even with the creation of upkeeps, there was still a superiority among creatures (this was not remedied without a lot of testing later on, in what was known as "vanilla camp").

At this time a lot of the language of the game was changed as well. Mages became wizards, and no longer had mana. Rather, wizards used a number of turns to cast spells. This also opened up the idea of units being able to be disabled (yes, this term replaced nullified) for multiple turns. Units were also enabled instead of being activated. An able unit was one ready to use an action that turn, and an unable unit was one that could not use an action. Vigor and valor became strike and armor. Monoliths were also removed. Archers now used the action Snipe. Craftsmen were created.

Bounty hunter was only class 2, meaning it couldn't be equipped with very powerful items.

Another significant change was the creation of items and removal of modifiers. It seemed ridiculous that creatures could be armored just as mercenaries could; a distinction had to be made. Only mercenaries could equip items. Units also had specific inventory which showed what items they could equip. For example, a unit might have 3 WSAH, meaning they could equip one weapon, one armor, one shield, one helmet, and 3 items overall. Archers also had BR, or bow and arrow, and could generally equip one bow and one arrow.

In addition to items, units gained class levels. Generally, the stronger the unit, the greater its class level. Stronger items could generally only be equipped by certain mercenaries with certain class levels. For example, a strong staff might read "only a class 3 wizard may equip this item." There were originally 5 class levels, which changed to 4. Class 5 represented a special "unique" unit, of which a player could only use one in a deck. Once class five was removed a new ability "unique" was created to replace it, which only allowed a player to use one of that card in a deck. Creatures toyed with having class levels, but ultimately didn't.

As with all new rules, the notion of attack led to new abilities.

Structures were also created. Structures were built on locations other than the castle and strongholds, which were previously fortresses. Structures provided defense bonuses, income, and other abilities. Bridges, which used to be local modifiers, were now shared structures (a bridge allowed a commander to combine two locations so that they could be defended as one). Later in this phase, bridges were removed due to unnecessary complexity. There was no limit to the number of structures that could be placed on a location.

Locations also received some modifications - they were given armor. For instance, if a location had 20 armor, 25 damage needed to be dealt to the location to destroy it. When a location was destroyed, all structures on it were also destroyed.

Refuge was modified to allow units refuging to defend (block) while in locations. Essentially, a unit in refuge could previously only use actions on local units, but could not take part in combat. At this time units in refuge were allowed to participate in combat, but an additional caveat was added. If a unit was in refuge, it first had to leave refuge, and then vector to the battlefield in the subsequent term. Thus, it was as if there was an additional layer of zones that units could reside in.

This fellow was out of control. Run!

The broker system, which allowed for destruction of one's own locations to gain gold, was added. A given location could usually be brokered for a gain of 5g, but some locations provided special bonuses when brokered. This ability was added because with 7 locations out one would often not need all of them, and this could provide some quick income. It also gave a means of getting rid of some locations if someone wanted to annex a new location (such as a stronghold). Finally, it was a way to get rid of locations that were destined to be ruined anyway, because one did not have the units to defend them.

The ability zombify took precedence during this stage of the game as very problematic. When a unit with zombify ruined another unit, the ruined unit would become a "zombie" subservient to the unit with zombify. The zombie had the same strike and armor as the original unit, no abilities, and no upkeep. Aside from ruining the zombie, a player could destroy the unit with zombify to ruin all of its zombies. It is not difficult to see how this ability was both overly confusing (multiple units with different zombies) and far too powerful (there was even a Zombie Dragon, which (as you can imagine) could steal an entire army when it had a rider.) However, it would not be until later that Zombify was removed.

At this time, battlefield conditions were created. The chain system was disbanded for a priority system that is still in effect, with limited modifications.

Possibly one of the most significant changes was the creation of different characters, or generals. Alignments were also modified, and each character had a specific mix of alignments. During this stage, the idea of each character having a unique castle wavered in and out, but eventually left. The characters, with their alignments, were as follows:

The characters and their unique castles/regions. Some names like Karth and Basode stayed with Arthenia for a long time.

1. Madea: neutral, light, earth

2. Sabine: neutral, dark, air

3. Sampson: neutral, fire, air

4. Alexander: neutral, ice, earth

5. Augustus: neutral, light, dark

6. Xaenn: dark, chaos, fire

7. Mordak: dark, chaos, air

8. Malachi: light, holy, ice

9. Dominik: light, holy, earth

One of the serious problems with Conquest during this phase was an obvious imbalance of cards. For this reason, Brian and Dan implemented a period of heinously diligent testing known as Vanilla Camp, which occurred in July 2004. The process of Vanilla Camp was fairly simplistic: mercenaries, monsters, spells, items, and locations were all created on a very generic basis, and then faced off. When certain cards seemed significantly better for their cost, they were modified. These cards were very simple and involved no creativity in name or ability (featuring names such as "man" and "king" - king was the unit that served as the basis for Leypar updholders). At the conclusion of Vanilla Camp, a document with guidelines for different costs and upkeeps of cards was created.

Vanilla camp was about simple cards with simple names.

Despite immeasurable changes, Conquest still had a lot of flaws. In many ways, there was a lingering feel of desperation concerning the creation of the game. It was extremely difficult to defend 7 locations, and it seemed he who possessed control of the battlefield quickly took over the entire game. Strategy was fairly simplistic, and destroying income was always a top priority. In addition, the redundancy of alignments such as Dark, Chaos, Light, and Holy left Brian and Dan wondering if a better system was available.