Mind over Matter details two alternative psionic systems for use in OSR games. The first is a variation of the standard psionic system found in both AD&D 1e/23 as well as some third-party projects, with the exception being that instead of psionic points powers are used by activation rolls. This is an attempt to make it easier and faster to run, especially as a Referee. Characters have the ability to improve their chances with their activation rolls by burning ability score points.

The second style of psionics is inspired by the classic Tome of Battle: Book of Nine Swords.

Included in the book are a dozen classes:
- Adept
- Battlemaster
- Caprini
- Caprini Contemplative
- Gharial
- Loxen
- Luck-thief
- Megrim
- Psi-knight
- Psionicist
- Rimora
- Swordsage

New and updated monsters, rules for creating psionic items, and more!