Midnight Under The Shadow OCR

Credits
WRITING
IAIN J. BROGAN, ERIC OLSON, SHANNON KALVAR, WIL UPCHURCH
ORIGINAL CAMPAIGN CREATION AND DEVELOPMENT

GREG BENAGE
LEAD DEVELOPER
ROBERT VAUGHN
EDITING, LAYOUT, AND ADDITIONAL WRITING

ROBERT VAUGHN
COVER ILLUSTRATION
THOMAS DENMARK
INTERIOR ILLUSTRATIONS
STEVEN BAGATZKY, KELLEY HENSING, STEVEN PERKINS, DAVID SOURWINE
CARTOGRAPHY
ED BOURELLE, SCOTT REEVES
GRAPHIC DESIGN
BRIAN SCHOMBURG
ART DIRECTION
DARRELL HARDY, WILL HINDMARCH, ROBERT VAUGHN
EXECUTIVE DEVELOPER
GREG BENAGE
PUBLISHER
CHRISTIAN T. PETERSEN
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In general, game rules and mechanics are Open Game Content, but all
Midnight is 2003 and Under the Shadow is 2004, and background, story, and setting information, as well as the names of
both are TM Fantasy Flight Publishing, Inc. specific characters, are closed content and cannot be republished,
All rights reserved. copied, or distributed without the consent of Fantasy Flight
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book, and the following names and terms: Eredane, Izrador, Shadow
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Contents
Introduction 3 Chapter Three: Tyranny and Freedom 33
Lay of the Land 4 The Powers that Be 33
History of Badens Bluff 4 The Voice of Shadow 34
War in the Shadows 5 Lesser Legates 34
Chapter One: City of Secrets 6 Higher Echelons 35
Tidewood 6 The Bastard Baden and his Shining Court 36
Stone Docks 7 Politics and Factions 37
Worm Docks 9 The Courts Powers 37
The Quarries 11 The Baden Resistance 38
The Bellows 12 Organization 38
The Well 12 Operations 38
Guildall 13 Badens Bluffs 39
The Steeps 16 Avenging Knives 39
Leewall 17 Smugglers and Rogues 40
Weirhold 17 Caches and Safehouses 41
Hearthhome 20 Chapter Four: Heroes and Villains 44
Kingshand 21 Villains 44
The Crown 22 Helrion Baden 44
The Spire 23 Werner Dalmark 45
Baden Court 23 Cerano 45
The Watch 24 Horst of Guildall 46
Chapter Two: Beyond the Bluff 25 Zaindal the Drake 47
The Peninsula 25 Gorse 49
The Road of Ruin 25 Heroes 49
Elsweir 26 Tomas Baden 49
The Pellurian Coast 27 Colin the Tanner 50
The Plague Hills 28 Baroness Andilin Westerin 51
The Road of Salt and Tears 28 Victor Fausebender 51
Arwich 29 Ebore Arbter 52
The Salt Mines of Aarl 29 Delwen Todorivichi 52
The Sea of Pelluria 29 Ortwin Rammelhouse 53
Pirates and Reavers 30 Sergeloth 54
Dead Shoals 30 Doran Naismith 54
Trade Winds 30 Jen Almasi 55
The Westlands 31 Reidar Thorolfson 56
Horse and Hearth 31 Appendix: New Rules 57
Caderin 31 Visionary 57
Panock Shade and the Open Sky 32 New Feats 59
Trollskarl 32 Brine Ungral 60
Map: Badens Bluff 61
Map: Lands Near Badens Bluff 62
INTRODUCTION
Under the Shadow
he harbor bell rang with grim solemnity in the Move on, ya laggards, before I start givin you
T Stone Docks. The early morning mist swirled

inquisitively about the last of the fishing boats
heading for the open sea. A group of burly men stood in
some! The oruk bellowed to his orcs as he kicked the
headless corpse into the water lapping at the quayside.
* * *
glowering silence on the pier, awaiting the arrival of the Legate Idis sipped from a gem-encrusted chalice
Carrion Wind out of Highwall. The creaking of ropes wrought of gold. The fine wine was a piquant accompa-
and rhythmic slapping of water on timber were the first niment to the screams of the oruk dangling in chains
signs of its approach, followed shortly by the appear- before him. This last had been particularly shrill and
ance of the hulking black mass of the three-masted troop drawn out; the cold smile of the mistress of mercies told
carrier. As the ship passed the seawall, the men on the him that the show had at last come to an end. Idis was
docks erupted into a flurry of activity, preparing to impressed with his endurance. The savage had survived
bring the ship into berth. At the seawall, the cloud of a week under the mistresss tender ministrations. Ah!
gulls that had been following the ship wheeled suddenly Fine wine and such sweet entertainment, he thought. Of
and dispersed into the mist-shrouded horizon. Their course, he hadnt needed to torture the oruk; the popu-
strange behavior served only to highlight the absence of lace would have been appeased by a simple execution.
birds on the dockside. But then, one must take ones pleasures as one can.
As soon as the laborers tied off the ship, the Orf, take thisIdis idly waved his hand
planks were thrown roughly down and the dark shapes towards the mass of raw, bleeding flesh that had been
crowding the gangway resolved themselves into the Commander Turrz, thing away. Hang it from the
brutish forms of orcs clad in black chain and carrying Weirhold Gate. Let his carcass serve as warning to the
the large jagged blades of their kind. With a roar, the others that the status quo will not be threatened.
towering beasts charged down the boards and onto the Yawning, the legate left the subterranean room, his
quayside, snarling and howling at the terrified onlook- black robes dragging in the pooling blood upon the
ers. There was a hollow ring to this fearsome bluster, floor, leaving a glistening streak in his wake.
and as the orcs moved swiftly away from the waters
edge, several cast nervous glances at it and the creaking Under the Shadow allows MIDNIGHT characters to
vessel that had carried them for a week across the wide move through the darkened alleyways and labyrinthine
Pelluria. Following after his troops, a much larger canals of Badens Bluff, where even Izradors servants
member of the species stopped in the gangway, sneering must move with care. The port city of Badens Bluff is
at the sprawling human city rising above him. There the pre-eminent, perhaps the only, city where human
was no trace of fear in the oruks manner, but his temper resistance to Izradors choking tyranny is more than the
was as foul as his troops. When a young lad stumbled dying reflex of a culture already doomed. This book
under the weight of his load, dropping a crate that details the wards, inhabitants and prominent figures of
promptly fell into the water and sunk quickly from sight, Badens Bluff and surrounding lands, providing a
the commander found an object on which to vent his wealth of information for DMs wishing to run an adven-
irritation. The sickening sound of metal parting flesh ture or campaign on the southern coast of the Sea of
and shattering bone reverberated around the dock. Pelluria.
Silence rushed into the frozen tableau that followed, but Welcome to Badens Bluff, where evil wears
the oruk merely grinned at the grim-faced humans and many faces in a war in which the ends justify the means.
spat on his victims body.
Introduction 3
series of low hills that follow the coastline, providing a
Lay of the Land northern edge to vast plains that stretch to the lush Eren
River Valley in the east and the shores of the Ardune in
Where the blue waters of the southern Sea of the south. The Shadows grip is felt in the hill country,
Pelluria meet the rocky shoreline, a broad peninsula pro- where the once multitudinous towns and villages of
trudes into a deceptively gentle sea, its length crenulat- Erenland lie largely in ruin and the proud men and
ed by gentle hills cloaked with dreaming woods and women of the kingdom eke out pitiful lives of servitude
pleasant pastures that have long provided a bounty as and toil. Only in the sea of tall sword grass can men and
rich as the sea that lies beneath them. At the tip of this the last remaining halflings snatch some freedom from
promontory a bluff of gray stone rears above the water; the Shadows tyranny, but their existence is a hounded
clinging to its sides and crowning its summit is the city one as orc bands led by traitorous men hunt them
of Badens Bluff. The west side of the bluff faces the through the plains.
open waters of the Sea of Pelluria, its surface pock-
marked by ledges and mine shafts and scarred by the
working faces of long defunct quarry works. The shal-
lower tunnels and excavations are now used by the most
History of Badens Bluff
destitute of the Bluffs residents as squalid tenements. When the Dorns came to Eredane in 3951 FA,
On the northern and eastern flanks, the ground rises less they arrived with the fire of conquest in their blood and
severely and is carved by a maze of canals and alley- drove the battle-naive fey before them like doves before
ways that make up the Tidewood district. The northern the falcon. They were a fierce people, honed by war and
part of this district is the claustrophobic shantytown of hardened by loss; the fey stood little chance before their
the Worm Docks, bound by rotting piers and the sea in onslaught. The Dorns spread quickly through southern
the north and the broad Aransway canal to the southeast. Eredane, coming within a few years upon what was then
Home to dour Dornish fishermen and grim-faced labor- called the Ebon Sea. Finding fertile lands and little
ers, the Worm Docks are rumored to be the last domin- resistance from the indigenous gnomes and halflings,
ion of the Badens in exile. The Stone Docks lie on the the Dorns paused in their advance and began to settle the
other side of the Aransway canal. Here is the true port of area in earnest. However, by this time the fey had begun
Badens Bluff, where ships have for centuries found safe to unite and offer resistance to the barbarian invaders;
harbor behind the dwarf-built sea wall. the conquerors soon had need to defend what they had
Occupying the north-easterly flanks of the Bluff, won. The great war-captain Baden, heading west from
the craftsmen and merchant quarters of Guildall and the the mouth of the Eren, came upon a pleasant land of fer-
Well make up the Bellows District. Clinging precarious- tile valleys and wooded hills that were readily defensi-
ly to the northern face, the slums known as the Steep ble and provided dominance of land and sea. So it was
provide shelter of sorts to the downtrodden and desper- that Badens Bluff was born as a fortified camp on a
ately poor. These are the squalid breeding grounds of promontory of the Ebon Sea.
disease, misery, and violencethey are Izradors bene- Eventually, peace settled over Eredane like a
dictions, and are tools used well by his black priests. threadbare cloak and concord was found between men
Beyond Guildall, the plentiful inns of Hearthhome lie in and fey. By this time Badens Bluff had grown into a
crowded and incongruous proximity to a bewildering large fortified town built in true Dornish style. Trading
number of sinister temples and shrines to the dark god. war for commerce and soldiery for farming and fishing,
Along with the administrative quarter of Kingshand and the town quickly became a city. Although it could never
its imposing halls and governmental offices, and the rival Erenhead as the gateway to the south, Badens
dilapidated residences of Weirhold, Hearthhome forms Bluff became important for several reasons. Firstly, the
the district of Leewall. Above it all, the once splendid port stood at the narrowest crossing of the Sea of
Baden Court crowns the bluff, and within its walls pre- Pelluria and much of the traffic from the expanding
tenders, sycophants, and bastards squat in the Badens Northlands stopped at the Bluff before continuing along
palace, acting out a charade of governance and power. the coast to Erenhead. Likewise, Badens Bluff was a
On the delicate balustrades of the graceful Spire, a useful holdover for trade heading to or from Erethor by
winged horror squats where elven diplomats and emis- land or sea. But more than its position on the trade
saries once gazed at the stars. Corruption and menace routes, the fertile soil and balmy weather of the region
hang over Badens Bluff like a bilious cloud, and from provided perfect growing conditions for the sweetest
its gates march a seemingly endless horde of orcs, newly fruits and finest wines of the land. In the last centuries
alighted at the Stone Docks and on their way to war of the First Age, with the bitter scars of war fading, new
against the fey in Erethor. treaties were signed between the fey and the Dorns, and
The road that leads to the Burning Line passes Badens Bluff became a cosmopolitan epicenter of
through the wooded hills of the peninsula and traverses learning and influence. The Battle of Three Kingdoms
the borderlands bound on one side by the forests of cemented the friendship of human, elf, and dwarf, and
Erethor and on the other by the Westland plains. To the the legacy of those ties can still be seen in the city today.
east and west of the port city, the land rolls away in a From the dwarf-engineered canals and Stone Docks of
4 Introduction
the Tidewood and the wondrous stone-cunning of the Prince and his Fallen Court are careful not to foul their
Well to the graceful lines of the elf-built Spire set in gar- own pool. Those who fall to poison, knife, or spell are
dens that were once the envy of Southern Erenland, typically unwitting sacrifices set up by masters further
Badens Bluff was an example of the triumph that can be up the chain of command or by peers or adversaries who
wrought when humans and fey work together for the are more cunning in their use of subterfuge and intrigue.
betterment of all.
In the Second Age, the tumultuous arrival of the
Sarcosans brought further change, but the people of How To Use This Book
Badens Bluff endured the fires of conquest, revolution,
and rebirth with stoicism worthy of the dwarves and wis- Under the Shadow is an investigation of one of the
dom apropos of the elves, and were tempered rather than most mysterious and intriguing cities within the iron
diminished. In the new kingdom of Erenland, Badens grip of the dark lord Izrador. Of all the metropolises he
Bluff became the pre-eminent city of the Erenlanders, commands, Badens Bluff alone has managed to sacri-
mixing the strengths of each culture to derive a people fice its body for the sake of something far more valu-
distinct onto themselves. They were adaptable survivors able: its soul. It is an ideal setting for an entire smug-
with a quickness of wit that allowed them to become the gling or stealth-based resistance campaign, and is also a
kingdoms greatest entrepreneurs and inventors. The challenging and unusual location from which to stage a
potency of these cultural influences was nowhere as few adventures as part of a larger campaign.
apparent as in the family that ruled these lands through Some feats, prestige classes, and abilities from
three ages. Elven patience and dwarven cunning tem- other MIDNIGHT supplements are referenced in this
pered the impetuous fire and fierce pride of their Dornish book. AtS stands for Against the Shadow, while
and Sarcosan blood and, in Erenlands darkest hour, the M2E stands for MIDNIGHT 2ND EDITION.
Badens chose exile over extinction and thus survived
with power and influence through the Last Age.
War in the Shadows

Despite Fredrick Badens strategic sacrifice at the
end of the Third Age, the last century has not been easy
for Badens Bluff. While Jahzirs conquering army spent
little time subjugating Badens Bluff in the initial
onslaught, the Order of Shadow lost no time in moving
in to take control of the city. The Order has since spread
its corruption and influence through every part of the
city, and even though fear of retribution by hidden
resistance forces prevent the excesses seen in most cities
of conquered Erenland, the cunning legates have turned
even this slight relief to their own ultimate gain.
Throughout the Last Age the Bluff has been both execu-
tion ground and insidious honeypot. The higher ranking
legates of the Order have, for decades, used posting in
Badens Bluff as threat and punishment to cajole and
control the lower ranks, using the Badens insurgents as
the legates executioners. More worryingly, the Bluffs
reputation as a haven for dissidents and insurgents
means that the city is a gathering point for resistance
fighters from across Eredane. While the legates of
Badens Bluff appear to be only loosely in control of
their city, the sacrifice of these pawns allows the greater
Order and its conniving master Sunulael to keep a close
watch on those who oppose the rule of the dark god.
The Badens in exile live upon a knifes edge.
From the shadows, they conduct a war of counter-espi-
onage and far-reaching insurgency that has had greater
effect upon the Shadows plans than all the bloody and
heroic resistance of their doomed northern kin. Though
they take the lives of those who overstep the unspoken
bounds that bind the major players of the Bluff, the
Introduction 5
CHAPTER ONE
City of Secrets
This chapter gives broad descriptions of each sec- The Aransway is not the only divide between the
tion of the city of Badens Bluff, as well as detailed loca- two districts. The Stone Docks are an eclectic mix of
tions for each district. It would be impossible to provide Dorns, Erenlanders, Sarcosans, and gnomes from across
details for each and every building, business, and alley- Erenland. The district is awash in colors and sound, a
way in a city the size of Badens Bluff, but the sample melting pot of the cultures of Erenland. The buildings
locations should provide DMs with an idea of the sorts are at least somewhat stable, and the peninsula protects
of people and places that populate the city. the ships berthed here from the worst of the seas weath-
The information presented in this chapter is closed er. Crossing over Arans Gates into the Worm Docks, on
content. the other hand, is like stepping back in time. The Worm
Docks are named for the scrounged wormwood with
Tidewood
which the fishermen must build their homes and the oft-
falling-apart docks to which they secure their boats.
These dejected people hold fast to old Dornish traditions
and the houses and people are noticeably poorer and
At the base of the bluff, where the city touches the more subdued. Outsiders are not welcome and usually
sea and the human refuse huddles, is Tidewood. This stay only long enough to complete their business.
section of the city is a vast sprawl of warehouses, docks, The quarries, meanwhile, can barely be termed a
quarries, and shanties, speckled throughout with rickety part of the city. Half of the area is frequently underwa-
inns and taverns. Tidewood encompasses the abandoned ter, while the other half is precariously vertical or omi-
stone quarries of the western bluff as well as two distinct nously subterranean. This area consists of the western
wards, the Worm Docks and Stone Docks. Hundreds of face of the bluff upon which the city proper is built, and
boats are berthed here, from small flat-bottom canal is a remnant of the First and Second Ages when it was
runners to large sea-going vessels, all bringing in the mined to build everything from the citys harbors to its
bounty of the sea or ferrying goods from northern palaces, libraries, and outer wall. The face is pock-
Erenland. Movement through the Tidewood by boat is marked with mine tunnels cut horizontally into the rock,
quick, as the districts are covered in a spiderweb of most just above the waterline but others higher up the
canals. Most of these empty into a broad canal, the face where the stone could be hauled directly up into the
Aransway, that separates the two districts. Movement by city. Stone is no longer quarried from the bluff, and the
foot is far more difficult, and a pedestrian trying to cross shallower pockets near the waterline have been occu-
the Tidewood might spend the better part of a day doing pied by refugees. Meanwhile, the higher pockets have
so because the bridges are few and widely scattered. The become roosts for thousands of gulls, while the lowest
one exception is a wide avenue along the length of both pockets have flooded and become dark grottos from
the Worm and Stone Docks, which is connected by two which long-forgotten stores of supplies might be recov-
huge stone bridges known as Arans Gates. The ered.
Aransway proceeds deeply into the Tidewood, eventual-
ly cutting into the rock of the bluff itself as it slopes
steeply upward. The Aransway continues through the
stone to a large central cavern hundreds of feet beneath
the Well, from which a rope-and-pulley system allows
goods to be hauled directly into the city.
6 Chapter One: City of Secrets

Stone Docks
Along the eastern base of the bluff is a district
named after its massive stone docks. Merchant ships
from Port Esben, Davindale, Erenhead, and Highwall
all brave the Pellurian storms and the wrath of the Pirate
Princes to bring goods to the largest harbor of the Last
Age. The piers are also home to warships that provide
scant protection for the troop ships bringing fresh sol-
diers for the Fey Killers armies. The docks are rarely at
rest, with taverns, brothels, and gambling dens provid-
ing a temporary respite from the horrors of the Last
Age.
The importance of the docks has drawn the inter-
ests of the most powerful amongst the Shadows hierar-
chy as well as the strongest of the resistance groups.
Agents of the Night Kings Jahzir and Ardherin ensure
that shipments important to their plans move safely
through the docks and watch Sunulaeals minions for
signs of weakness, while the Esbens and Chanders look
for opportunities to expand their influence in the city.
The Pirate Princes and the Witch Queen need to know
what is shipped through the port and when those ships
are moving. Watching them all and manipulating their
dance are the Badens, the once-masters of the city and,
in many ways, masters of it still.
1. The Yards
At the southern end of the Stone Docks are two
canals that have been drained of water and lined with 2. The Sea Witch
stone slabs. These canals have been converted into dry
Quite a bit of flotsam washes up on the shore of
docks for building large sailing ships. The ship frames
Badens Bluff, some of it human beings. Those with the
are built inside the canals, and when the fitters work is
least to lose usually end up finding their way to a tavern
done the locks holding the seawater at bay are opened
called the Sea Witch. The Witch is the most dangerous
and the ships are floated out into the harbor. Both yards
tavern on the docks and the best place to hire sailors and
are busy around the clock, constructing new ships or
mercenary soldiers, especially those who ask few ques-
repairing those ships that have survived a fight with the
tions about their employers or their activities. Weapons
Pirate Princes. The yards are under heavy guard due to
and other contraband are plentiful here, and disagree-
frequent attempts at sabotage. Workers are inspected
ments are usually fatal. The city guards give the tavern
entering and leaving the yards and a legate is assigned
a wide berth. Arash (Male Sarcosan Rogue 8), a
to the shipyard to question all new workers.
Sarcosan sailor who claims to have fled from Halisport,
Captain Abram Hamsten (Male Erenlander Expert
runs the Witch. Arash is no sailor and did not flee from
2/Fighter 7), commander of the Southern Pellurian Fleet
Halisport; Sunulaels spymaster recruited him to watch
and a veteran of twenty years of fighting the Pirate
the port and ferret out the Night King Jahzirs agents.
Princes, runs the Yards. Captain Hamsten loathes the
That mission allows him free reign in the Witch and
Pirate Princes, blaming them for the loss of his three
immunity from the local guards. With those gifts, and
sons and the suffering theyve caused in their pointless
using the mercenary scum as his enforcers, Arash has
resistance to the Shadow. When the Pirate Princes burn
been able to take control of almost a dozen taverns and
a port or sink a supply ship, its not the orcs and the
brothels, becoming one of the most influential and dan-
legates that go hungry or are forced to work until they
gerous men in the district. Arash has become compla-
drop; its the people of Badens Bluff and the surround-
cent in his loyalty to Sunulael and does what he must to
ing towns who suffer. When Captain Hamsten is not at
keep inquisitors at bay. He will work with any faction if
the Yards, hes on the deck of the Sea Sprite, one of four
he believes he can make good money off them and sur-
warships that call Baden Bluff home.
vive the experience.
Chapter One: City of Secrets 7

The Landing
As the Aransway thrusts ever inward through
Badens Bluff, it eventually comes to a rise in eleva-
tion known as the Steeps. Rather than attempting to
create a system of locks and dams, however, allowing
ships to tediously rise higher up the bluff and further
into the city, the dwarven engineers responsible for
the later work on the Aransway decided to simply tun-
nel ahead. The canal breaches the bluffs chalky sur-
face and delves level as a plain toward a point in the
earth that is directly beneath the citys center. At the
end of that long and broad subterranean canal is the
Landing, a broad, domed cavern. The rock here was
sturdy and good, and the mining potential using the
Landing as a starting point was vast. Seeing the poten-
tial boon to the citys quarrying efficiency that this
location could provide, the dwarves then tunneled
directly upward, creating what is now known as the
Well. As their final gift, they installed a system of pul-
leys to allow stone to be lifted from the cavern and
quarries to the city above.
The quality of their work has stood the test of
time and still serves the needs of the city, but not in
the way they had first imagined. The citys hunger for
stone eventually ebbed, but its appetite for commerce
only grew. As such, the Well became an ideal method
by which ships goods could be unloaded directly to
the market square at the center of town, avoiding the
arduous task of hauling them up the steep roads
beyond the Tidewood. The Landing is dominated by a
large platform of wood and stone that stands four feet
above the waterline even in the highest of tides. Along
the platform are bronze rings and davits, green with
verdigris and rubbed smooth with age, used to tie
boats fast as their cargoes are offloaded. During the
day, vast nets are lowered from the city above to ferry
cargo up through the Well to the market square. Hewn
into the rock near the waterline are storerooms for
goods that cant be ferried up in a single day and lamp
oil, spare lines, boat hooks, and planking to repair
damage to the central platform.
The Landing has been run since the fall of the
city by the Bredas family, once wealthy merchants
now reduced to working as laborers. Like sailors in
the rigging of ships, the Bredas family spends as
much time amongst the ropes and nets of the Well as
they do on solid ground. Theyre lowered down at
dawn to greet the first fishing boats and flat-bottom
barges carrying cargo. Each shipment from the plat-
form has at least one member of the Bredas family
riding along as it makes its transit to the city above.
The job is dangerous as an unbalanced load, old rig-
ging, or poorly made nets can send cargo and worker
alike hurtling to their dooms.
The Bredas family has a macabre rite of passage
when a child is considered old enough to run the rig-
ging with the rest of his family. On the night before

his 14th birthday, he is lowered to the platform at the
end of the working day. He must spend the night alone
on the platform with just a candle, a blanket, and a
knife. The darkness is his sole companion, and the
sound of water rippling against the cave walls is ampli-
fied by countless echos. Those that make it through the
night are greeted with stout ale in the morning to wash
away the last of their childhood fears. Some never do
conquer their fears, so overwhelmed by the experience
that they can never again work in the Well. For all that,
the test is not merely one of willpower, as several
Bredas children have disappeared on their night of pas-
sage, victims of brine ungral or some other lurker in the
dark or the deep.
Milos Bredas (Male Dorn Expert 6/Rogue 3) is
the head of the Bredas family. He abhors the Shadow
but is not willing to risk his family to actively oppose it.
He knows some members of the family work with the
Badens, passing information on cargos, stealing small
amounts of weapons and food, and even purposefully
leaving cargo open to rot in the sea air. Milos turns a
blind eye to such heroism only as long as the Shadows
agents stay clear of the Well. He does what he can to
prevent their activities from putting the family at risk
and will, if he must, sacrifice one of his kin to save the
rest.
Worm Docks
At the northern edge of Tidewood are the Worm
Docks. This district is dedicated to harvesting the rich
bounty of the sea, and as such is dominated by almost
two miles of rotting wooden docks and fishing boats. Beggar Bowl Tavern
Nets in various states of repair dry in the sun and
seabirds hover nervously offshore while the boats
offload their catch. The area reeks of day-old fish, brine,
and the tar used to patch boats that should have been
broken into firewood years ago. Under the watchful
eyes of the orc garrison, the sullen fishermen turn their
catch over to tithemasters who leave barely enough
behind to feed the fishermens families.
Scattered along the docks are taverns that provide
some relief from the hard, thankless labors on the sea
and the mistreatment from bored orc guards.
Warehouses, boat fitters, weavers, and simple carpentry
shops compete for the limited space along the piers.
Once past the piers, the district is a bewildering maze of
narrow canals, wooden causeways, and small cluttered
courtyards. Buildings are low, rarely more than two sto-
ries, and press tightly against their neighbors as if seek-
ing comfort and warmth in these bleak times. The fish-
ermen are primarily Dorns who still feel the call of the
sea in their blood.
The piers are active during the day, with workers,
returning fishermen, orc patrols, and tithesmasters tally-
ing the days catch. By contrast, the piers and streets are
empty and almost lifeless at night except for an occa-
sional flickering light from a tavern or the grumbling of

an occasional orc sentry. The residents appear sullen and orders that can bring silent death or ruin to even the
rarely make eye contact, clearly showing defeat and a most powerful people in his city.
sense of resignation to their fate as servants and slaves
to the Shadow. The Worm Docks are a close-knit com-
munity and they do not welcome outsiders. 1. The Beggar Bowl Tavern
All is not what it seems, however. The Worm At the western end of the docks and far from the
Docks are a Baden stronghold and the home of its orc garrison is a small tavern tucked between two ware-
leader, Prince Tomas Baden (Erenlander Channeler houses. With no sign or windows facing toward the
7/Visionary 3). The prince plays his role as a simple piers, theres no indication of what lies beyond its
fisherman well, setting sail before dawn to cast his nets. weather-beaten doors. Inside the tavern is a haven of life
Once safely out of sight, however, his demeanor and in the early evening hours it is filled with fishermen,
changes. He holds court on the open water, his agents workers, and local merchants, all swapping stories,
among his fellow fishermen bringing him reports and drinking the taverns pale ale, and gambling for copper
taking his orders. From his tiny fishing boat, he issues bits or prime fishing spots.
The busy tavern and the games of chance are all
an elaborate show to disguise the true purpose of the
The Snarl tavern: it is the headquarters of the resistance in Badens

Bluff. Every patron is a Baden agent ready to defend the
tavern, steel hidden just out of sight. The tavern offers a
Badens Bluff is the oldest human city safe place for teams of agents to meet and discuss their
on the shores of the Sea of Pelluria. As the missions, find additional willing hands, and obtain the
city expanded, so did the sewers, leaving the tools they need. The taverns back doors drop down to a
bluff riddled with tunnels both natural and small dock on a canal. Boats slip in at all hours of the
man-made. Over time the old sewers have night bypassing the orc patrols along the piers.
fallen into disuse, collapsed entirely, or been The tavern is run by Kels Lofsson (Male Fighter
forgotten. In the late Third Age, the Badens 2/Defender 6/Insurgent Commander 4 [see AtS or
built a new sewer system, refurbishing some M2E]) a skilled warrior who was, in his youth, the
of the older sewers and digging new ones out princes bodyguard. Kels is over sixty years old but car-
of the rock. This system still survives in parts ries his age well, and can still crush skulls with the iron-
of the city, and is known by the locals and the weighted cudgel he keeps behind the bar. He prefers
occupiers alike as the Snarl. The Shadows subtlety over violence, however, and has established a
agents are well aware that the insurgents simple but subtle set of signals for his patrons in the
could use the sewers to travel about the city eventuality of an enemy entering the Beggar Bowl. Kels
with impunity, and have built massive iron knows all of the local agents of the Shadow by sight,
grills anchored into the rock to limit their use whether they serve a legate, a Night King, or an orc
by Baden assassins. As the mood strikes the commander. He also has an uncanny ability to ferret out
local garrison commander, patrols of orcs and new spies, as well. Regardless, he is careful with this
goblins are sent in to sweep the homeless and knowledge, even going so far as to let a known agent
whatever other vermin they might find from leave the tavern with valuable information; such an indi-
the sewers. vidual is merely given a momentary reprieve, however.
Not all of the sewers have obvious As soon as Kels is sure that the spy has been seen leav-
entrances, however, and House Badens mem- ing his establishment and is far enough away to avoid
ory is long. Years of quiet tunneling have suspicion, he dispatches a team to ambush and assassi-
turned sections of the old sewers into secure nate the spy. These brutal but effective men always
paths into the Crown, under the walls of the make sure to remove the tongue and jaw from the vic-
Wierhold, and to the very steps of the dark tims head before sinking his body in the dark waters of
temple in Hearthhome. Knowledge of the tun- the canals or the sea, so that it cannot be subjected to a
nels is limited, granted only to the ward lead- speak with dead spell or similar magics.
ers, and even then they only know the layout
of the tunnels in their own wards. The Badens
have found it useful to occasionally gift 2. Orc Garrison
knowledge of a tunnels location to the local At the northernmost part of the Worm Docks is an
Shadow agents, either to give them the false imposing stone tower that once served as a lighthouse
sense that the insurgency is weak or to influ- for ships seeking the safety of the harbor. With the
ence the delicate political balance of power Shadows occupation of the city, the lighthouse was
amongst the Shadows hierarchy in the city. expanded and reinforced to serve as a fortified garrison,
built to control the docks. The garrison can house up to
400 troops, but currently holds just shy of 300 orcs

under the command of Gorun (Male Oruk Barbarian 7), each trying to shout down their competitors. The market
an aging and morose oruk. Gorun sees little glory in is crowded, rank, and at times deafening.
watching over defeated men and rooting through fish One stall at the market is interested in more than
searching for contraband that is never found. His com- profit. The stall run by the Teragan family is one of the
mand is the dregs of the citys orc garrison, and he and most secure links between the various Baden cells in the
they both know it. city. Under the cover of selling fish, the Teragans pass
Gorun is no fool, and realizes that the resistance is information and missions to runners throughout the city.
strong in this district. Through the experience of three Items of importance are wrapped with or placed inside
long years on the docks, he has learned its unwritten the fish they sell, to be delivered to waiting agents in the
rules. His troops can move unmolested anywhere in the upper city. Amidst the noise and confusion of the mar-
district, take what they need, and threaten any who do ket, agents can safely pass messages that will find their
not bow before them, but that is all the resistance will way to Prince Tomass ear.
allow. An orc that kills or maims a fisherman will likely
be found floating in a canal before the end of the arc.
The resistance has other less lethal ways of showing The Quarries
their displeasure; fires inside the garrison, fouled food,
and poisons that can debilitate even the strongest orc for The western face of Badens Bluff is pitted with
days on end are all used as warnings from the Badens shafts, carved during the First Age when the Dornish
when their patience is at an end. settlers quarried the stone to build their new city and to
Luckily for Goruns troops, the fey are less dearly form the breakwaters that would protect their ships. As
held to the Baden resistance. As a the Dornish miners dug deeper
rare form of entertainment that into the bluff, they broke into
just barely keeps up his cathedral-like caverns with
troops morale, Gorun trades grottos and alcoves carved by
with Fraag Longtusk of the water seeping from the bluff
Green March, giving the desper- above. The caverns provided
ate commander a few of his refuge from even the most
garrisons well-crafted but fierce of the Pellurias
unused weapons and suits of storms; in harsher winter arcs
armor for the occasional elven the Dorns were known to pull
prisoner taken from the war in their boats into the cavern
Erethor. The captives, often until the coming of spring. As
wounded and near death any- the Second Age began and the
way, are forced to spend their alliance between the Dorns
last evening of life in gladiator- and the fey took root, the
ial combat against the bored dwarves came to Badens
orcs. Those who refuse to fight Bluff to lend their aid in the
are thrown from the garrisons citys expansion. The
tower; their screams and flail- dwarves dug new channels
ing in the air at least provide connecting the quarries to
some entertainment to Gorun one another, some of which led
and his men. as deep as the Well.
Entering the quarries by
boat is no easy task even at high
3. Fish Market tide, as debris from broken ships,
fouled cargo, the lack of light,
At the base of Arans Gates and swirling currents can easi-
is a wide plaza filled with market ly dash a ship against the
stalls full of fish from the cold jagged rocks. Ships travel by
blue waters of the Sea of Pelluria. torch and lantern light with
This the largest fish market on the skilled pilots guiding the way.
southern coast of the sea, and it Scattered along the route are
draws merchants from through- numerous channels into the
out the city. Even stewards from rock, relics of a bygone age,
wealthy families in Kingshand their entrances as dark as
and Hearthhome make the dif- Izradors soul. Even the most
ficult trek to provide the best experienced of the quarry
fare for their masters. The calls pilots want to be clear of the
of fishmongers fill the square, lightless maze before the sun

sets. Further, the ravages of time and the failings of
inexperienced miners have long since collapsed the tun-
nel leading from the quarries to the Well, so there is lit-
tle reason for any above-board ship to travel the subter-
The Bellows
ranean maze. The resistance, however, finds the labryn- The beating heart of the city is the Bellows, a
thine caverns to be an excellent hiding place for both ward of markets and merchants where goods from
people and supplies. The dangers of the area are such across Erenland are hawked to those with goods or serv-
that it is only resorted to when the Badens are at their ices to barter. The ward is home to master craftsmen,
most desperate. merchants, workers, and the countless poor of the
Steeps. The cobbled streets are filled with wagons and
The Quay porters carrying goods, patrols of orcs and human sol-
diers, and legates looking for those who dare oppose the
Hidden in the recess of one of the older and dark god. The Bellows includes three distinct districts of
unused channels of the quarries is a dangerous secret: the city: the Well, Guildall, and the treacherous Steeps.
House Norfall has a hidden series of chambers beneath Anyone wishing to travel from the upper city to the
the city, referred to by its protectors as the Quay. The docks must traverse this labrynthine area of the city.
Norfalls keep two swift, flat-bottom boats moored there
for smuggling supplies and agents into and out of the
city. On moonless nights, using little or no light, the The Well
boats leave the caverns and slip down the coast to meet
At the center of the great market plaza and sur-
waiting ships and transfer their cargo. The Norfalls keep
rounded by a wall etched with dwarven and Dornish
two crews in homes built into the face of the bluff in
runes is the Well, a vast void that opens into the quarries
abandoned quarries. The crews try to blend in with the
below the city. Looming over the void is a boom of
other refugees that fight the gulls for living space away
intricately worked iron, with pulleys and gears that hold
from the gloom of the city. Their vantage point on the
in place heavy chains. A bronze turnstile, once driven by
bluff face also allows them to monitor the ships coming
teams of boro but now tended by shackled slaves, pow-
into the city, providing valuable intelligence for the
ers the boom, which raises and lowers nets to the land-
Pirate Princes.
ing below. Once the nets reach the lip of the well, the
boom is swung over the retaining wall and the cargo
within is lowered to a receiving yard. There the mer-
chants separate their goods and take them to market
stalls that line the plaza.
The Well operates in all but the foulest of weath-
er. Even in the winter, when ice and snow are thick and
the road to the lower city is too treacherous to travel, the
Well brings goods to the market. The Bredas family
rises before dawn to heat great urns and pour steaming
water over the ice-encrusted boom. Ice picks and shov-
els are often required to free the turnstile from the ice,
and are also useful prods with which to force thinly clad
slaves from their pens to their positions at the great turn-
stile.
The market plaza is a mixture of small shops built
of wood and stone interspersed with temporary tables
and tents. The merchants fight for the best spaces and
hire local tuffs to protect their goods. Almost anything
imaginable is sold here, from spices from the distant
south to intricately carved ivory from the Dornish lands
in the forgotten north. If you know where to look, you
can also find items banned by the local legates and their
puppet count. Poisons are hidden in plain sight among
the healing roots and spices. Weapons are concealed
inside bolts of fabric or buried under baskets of pro-
duce. Even books, the most dangerous of the items
banned by the Shadow, can be found by those trusted by
the Badens.
Due to the importance of the Well to the city, the
local garrison has a heavy presence here. Guard patrols

of six to ten men roam the stalls, halfheartedly looking
for contraband and thieves. Each of the four main roads
leaving the plaza is overseen by a guard barracks: ugly,
squat stone buildings, each holding up to fifty troops,
The Silent
usually human. Orcs are only rarely stationed here, and
usually only as a punishment to the merchants and Masters
craftsmen. The Shadows hand is light on the district as
long as the goods continue to flow. Before the fall of the city to the Shadow,
The winding alleyways, taverns, and numerous the masters of the guilds hid away the greatest
small shops are the Badens playground. The market secrets of their craft. Knowing that their lives
stalls are riddled with their agents, who smile as they were likely forfeit, they entrusted the knowl-
sell their goods to Shadow collaborators while plotting edge of the hiding place to only the most
their deaths. Merchant wagons from outside the city skilled of their students, and swore them to
often leave as heavy as they were when they entered, oaths to protect that knowledge in readiness
with weapons hidden under floorboards or in seemingly for a time when the Shadow would be driven
empty trunks. The merchants also act as couriers to once more into the frozen north. Those stu-
resistance bands outside the city and bring news of orc dents formed the group known as the Silent
movements and events from as far south as Alvedara. Masters. Over the past century they have pre-
served their secrets and trained only the most
trusted and gifted students in their hidden arts.
1. Hadens Sundries The Silent Masters play a waiting game
with the Shadows forces in Badens Bluff,
One of the larger permanent market stalls is and are not willing to directly confront the
Hadens Sundries. The stall has stood in the market legates who rule the city. On rare occasion,
plaza since before the fall of the Kingdom of Erenland and only when the risk is minimal, they will
and has changed hands a dozen times over the past cen- gift part of their stored lore to the Badens to
turies, but always kept the same name. The stall is a aid in their fight. The Silent Masters have
favorite stop for merchants from outside the wall, and access to the largest library of books to have
features everything from pickled eels to tuns of nails. survived the Shadows conquest, including
The wide variety of goods ensures a constant flow of volumes on medicine, history, and even sor-
customers. cery. Where that library is hidden is known
The current owner of Hadens Sundries is Daren only to the most senior of the masters. Access
Freheld (Male Erenlander Rogue 5/Insurgent Spy 3). to the knowledge therein would be an
Daren is like a master spider collecting flies to his web. unimaginable boon for the resistance, while
Everyone that comes to his stand gives him information its capture by the Shadow would spell the loss
whether they realize it or not. His charming manner, of hundreds of years of learning.
quick wit, and charity to those too poor to pay have
earned him the respect and trust of the local guards, fel-
low merchants, and even a few of the legates that call
the city their home. Hes careful to maintain that trust by
limiting his direct contact with other Baden agents. If he The legates have a keen interest in the hospice and
has information of import, he leaves it under the bench its healers. Inspections are frequent and most believe
in the corner booth of the Gull Tavern, a place hes that at least one of the healers is a spy for the legates
known to frequent. watching for use of magic, illegal herbs, and potential
agents of the Badens. For this reason, the resistance
fighters in the city avoid the hospice for all but acciden-
2. Merchants Hospice tal injuries. Wounds caused in combat are likely to be
Just off the merchant plaza is a building indistin- reported quickly to the legates. The hospice has little of
guishable from the other merchant stores that dominate value beyond a stockpile of healing herbs and salves.
the district. The building, the Merchants Hospice, has
served as an infirmary for merchants and their workers
for hundreds of years. Following tradition, the hospice
Guildall
receives a small tithe from every merchant in the Well at In the days when the Baden flag flew proudly over
the beginning of every arc. In return, the hospice cares the Baden palace, the craft guilds were powerful and
for the merchants, workers, and their families. The hos- very influential. Guild schools taught students from
pice is staffed with skilled healers who will also, for a across the Kingdom of Erenland. The greatest masters
small fee, provide their services to travelers and those of craft called Guildall their home. When the Shadows
who do not live and work in the Well district. army swept aside the last High King and the gates were

1. The Grand Guildhall
The one blight on this district is the ruins of the
old Grand Guildhall, a building that dominated the cen-
tral square and covered almost two full blocks. The
legates destroyed the building as one of their first acts
after taking the city and have left the ruin as a reminder
to the remaining guilds where true power lies. It was
one of the few acts of destruction commited upon the
taking of the city, and a very effective one. The building
is a crumbling mass of rotten wood and stone that feels
cold even on the warmest of days. The once grand entry
hall is caked in dust and dirt that covers murals and
guild symbols. Stories of hidden basements and tunnels
leading to vaults rich with the hoarded wealth of the old
guilds are still popular fare at taverns throughout the
city. The tales also tell of fearsome traps, terrible curs-
es, and guildsmen buried alive, a testament to the dan-
gers that may still exist in the ruins.
As with most tavern tales, only portions of the
stories are true. The Grand Guildhall did have subter-
ranean rooms filled with objects of art, rare books, and
the wealth built from centuries of guild dues. When the
Shadow loomed over the north, much of the wealth went
to finance troops and equipment in a vain attempt to help
House Baden and the High King. Even before the
Fortress Wall fell, however, the Guildmaster began to
move the treasures of the guild to a new stronghold with-
in the city, one known only to the most trusted of his fel-
low guildsmen. By the time the Shadows armies poured
opened to the invaders, the guilds bowed their heads to into the defenseless city, the guild vaults had long been
their new masters. Sensing a threat to their power, the empty. When the legates came seeking the guild riches
legates destroyed the main guildhall and school and exe- and found that they were gone, they tortured and then
cuted the masters of each guild. Guilds that were of no buried the guild leaders alive in their empty vaults. They
use to the Shadow, such as sorcerors, bookbinders, then cursed the ground to prevent their rescue.
scribes, and lawyers, were scourged down to the The basements and passages below the Grand
youngest apprentice. Only those guilds that still had Guildhall are a dangerous maze filled with traps left by
value were allowed to exist, and even those fell under both the guild and the first legates who ruled the city.
close scrutiny. Fourteen guilds survived the purge, and Avoiding the traps is but one peril on the route to the
the legates appoint the masters of those more for their guild vaults. Swarms of deadly vermin are bound here
loyalty than their skill. by Izradors will, some living and some undead. The
The remaining guilds have had to build their halls vaults themselves are the final traps, each containing the
in repurposed homes, often taking over whole blocks of angry undead spirits of the guild leaders who were left
homes and converting them to guildhalls and work- to rot there. As a final irony, the legates left them a
shops. While the guilds are nowhere near as efficient treasure of sorts to guard, gold bars and cheap jewels
and capable as they once were, the fact of their existence infused with the insidious powers of the dark god.
at all is a marvel rarely occurring elsewhere in Erenland. Taking the treasure is the road to corruption and horrible
As such, the quality of the crafts produced here is above death; its curse leaches the holders health like the dark
the norm, and they are considered amongst the finest to mirrors steal the magic of Aryth.
be found in Erenland. Especially appreciative of that
quality are the Shadows elite and those who have prof-
ited from the fall of the Badens. These elite few submit 2. The Shadow Fane
orders for ornate furniture, fine garments, and magnifi-
One of the most successful merchant families in
cent statuary. The trade has made the guilds wealthy
Badens Bluff are the Cerogans, dealers in iron and
and, in part, restored some of their former influence.
steel. Most of the citys smiths are indentured to the
The count keeps the district safe and clean and makes
family and produce weapons for the city garrison and
sure the roads remain in good repair. In many ways,
privately hired guardsmen. The family is known for its
Guildall is the quietest and safest of the citys districts.
black wagons with their high wooden walls, heavy cloth

Guildhall Catacombs
canopies, and metal-shod wheels. The wagons can be

heard scraping across the cobbled streets at all hours of
the day and night. The Cerogans have converted sever-
al buildings near their mansion into warehouses and a
Hanford Bakery
quartering yard for their wagons.
The Cerogans were devoted servants of the
Shadow well before the end of the Third Age. Several
favored sons of the time slipped quietly north to train as
legates at Bandilrin, and that tradition continues today
under similar secrecy with a differing motive. The
Cerogans mansion is the stronghold of the Cabal in
Badens Bluff and houses its darkest secret: a hidden
pale mirror, a dark twin to the Devouts mirror in the
Crown. The Cerogens have built a shadowed fane deep
beneath the quartering yard to house their prize. The
Cabals legates, posing as drivers and servants, hold
their rites at the fane, sacrificing victims brought bound
and gagged from the Steeps in the backs of the black
wagons. The Cabals greatest sacrifices are legates who
have lost the true path and follow the usurper Sunulael,
captured in a vicious sect war. The war is quiet but
deadly, and more legates have been killed in this fight
then in any action by House Baden.
3. Hanford Bakers
The Hanfords have been bakers and guildsmen
for centuries. Their breads and rolls are hearty and

affordable, and seem to resist mold and staleness better The current head of the bakery is Emos Hanford
than most. The demand for Hanford bread keeps the (Male Erenlander Expert 3/Defender 6/Insurgent
ovens constantly stoked and bakers working through Commander 2), a 70-year-old man who still gets up to
most of the day and well into the night. Even those too knead dough for the ovens long before the cock crows.
poor to benefit from the bread are still granted some This simple man is far more than he seems. Emos is the
reprieve from their misery by the bakery: the warmth of Lord of the Silent Masters (see sidebar, page 13) and
the ovens can be felt through the walls, making the protector of their greatest treasure, which is hidden deep
alleys behind the building a favorite spot for the desper- beneath the Hanford ovens. One of the massive iron
ate and homeless on freezing nights. The Hanfords usu- ovens can be turned to reveal stairs leading down to a
ally take pity on the worst-off of these, giving them hidden vault containing the treasures of the former
work hauling wood and stoking those same fires in Grand Guildhall. As the ovens are rarely cool, no
exchange for food for themselves and their families. inspection of the bakery has ever revealed the secret
stairs; Emos keeps the ovens stoked for just that reason.
As long as a Hanford runs this bakery, it is unlikely that
the treasure will ever be found.
The Flayers
The Flayers are currently the largest and
The Steeps
most dangerous gang on the Steeps. They The land rises sharply from the Tidewood up to
control nearly all of the eastern half of the the bluff for which the city is named. This steeply
Steeps, denoted by the road that continues up angled section of the city is notoriously difficult to build
past the place where the Aransway tunnels on and unpleasant to traverse, and as such has been rel-
into the bluff. The Flayers stronghold is a egated to the poor and the working-class. The Steeps, as
three-story tenement with few windows and a this middle ground between the docks and Badens Bluff
single entrance that can be barricaded in a proper is called, has precious little level ground, and
matter of minutes. Over 50 boys and men most of that is needed to turn wagons that wind up the
armed with daggers, broken glass, and clubs narrow streets from the Stone Docks to the upper city.
can be found in the area at any one time, ready The streets are treacherous during the spring and
to surge out of the surrounding tenements to autumn rains, and are virtually impassable in the snows
exact a toll or blood from those who would of winter. Houses are piled one on another, crudely con-
travel through their turf. Some merchants pay structed and jammed with those who can afford only
the Flayers to attack wagons belonging to slightly better homes than the residents of the quarries
their competitors or to beat guardsmen who or the squatters who live outside the city walls.
sell them out or otherwise cause problems. Collapsing buildings kill residents on a regular basis,
Leadership of the gang changes with but that doesnt stop refugees from scavenging the
bewildering speed. The most recent struggle wreckage to rebuild on the same ground. The district
for leadership left dozens killed or maimed. reeks with its own filth, which is only cleared away by
The new leader is Bron (Male Sarcosan the heaviest rains.
Warrior 4/Rogue 5), a young man bearing the The desperation of the people here is palpable,
scars and the gaunt ferocity of someone who and you can see it in the pleading eyes of the women and
has spent his whole life in the Steeps. Only children who beg for food and in the men that will take
when well outside of his earshot will his work no matter how dangerous. Life is worth little here,
underlings whisper about the Night of Knives, and people have been killed for as little as a loaf of
when several witnesses saw Bron, then just a bread. Adding to the misery are gangs of young men and
minor lieutenant, kill each and every one of boys who terrorize their neighbors and take from those
his higher-ups, seeming to grow stronger with who have nothing. They have no care for the pain they
each life taken. The truth is that Bron sold his cause; they care only for themselves. Their souls are
soul to the Cabal for their aid in taking control dark and hard as flint and theyll fight anyone who tries
of the Flayers. With the legates help, he easi- to take whats theirs, whether supporters of the Shadow
ly slaughtered the old leaders guards and or the Badens. Some of the Shadows best killers have
took control of the gang. The price was vic- been recruited from the Steeps.
tims for sacrifice. Those who dont support Moving through the Steeps is difficult anywhere
Bron spend their final moments screaming on but on the main road. Side streets have long since been
an altar to the dark god. encroached upon by new shacks and are overshadowed
by precarious second stories, while alleys are barely
wide enough to walk through single file. The farther one
gets from the road, the more likely an alley or road is to
disappear entirely, leaving the pedestrian to move

through or over crudely built houses. Finding someone of Ruin that winds northeast through the war-torn plains
in this rats warren is almost impossible. Even the orcs at the edge of Erethor. The gate is guarded by three thick
havent been able to press through to the farthest reach- portcullises manned by a half-dozen hobgoblin warriors
es of the Steeps. and their trained dogs. Visitors to the city must prove
that they have good reason to enter before the first two
portcullises will be lifted. At the third portcullis, and
The Hollow once visitors have been trapped by lowering the first
Buried deep in the farthest recesses of the Steeps portcullis, the dogs sniff out any contraband. They are
are three crumbling tenements built into the side of the trained to smell steel and elves, the most common and
bluff. The buildings are ancient and covered with mold recognizable signs of the resistance. Those with the
and decades of filth. Those forced to live near the build- scent of steel are searched and, assuming they bear no
ings call them the Hollow and claim that the buildings weapons, given the opportunity to explain themselves.
are alive and hungry for blood and souls; as far as they Those with the odor of elvish goods or herbs clinging to
know, those who enter never return. On days when the them are immediately put to the sword. Once cleared,
air is still, they claim a chill breeze flows from the build- the final portcullis is lifted and the travelers are allowed
ings. to pass into Leewall.
The Hollow has a malignant influence over its The Leewall district is made up of three wards
surrounds. Disputes between neighbors and gangs are Weirhold, Hearthhome, and Kingshandeach of which
more prone to become violent, and small slights easily has its own distinct ambiance and inhabitants.
turn into mortal insults. The bonds between friends and
family can dissolve overnight. Delusions and paranoia
are common, with people raving at shadows and unseen
Weirhold
creatures lurking in the night. The madmens claims This ward is characterized by its muddy streets
arent far from the truth: there are unseen monsters slid- and downtrodden, claustrophobic atmosphere. The
ing through the mire, spreading hatred and murder. The buildings of the ward are built very close together, and
Hollow is the lair of a group of masterless astiraxes, upper stories often extend out over the crowded lanes,
refugees from the war between the Cabal and the casting a shadow over them for all but a few hours of the
Devout. Free from their hated masters, the astiraxes day. Mostly constructed of failing wood and old brick,
spread their evil and hide from those who would bind every structure looks crooked and appears to be ready to
them once again. fall at a moments notice. Fires occur occasionally, but
Their lair, the Hollow, is three buildings built par- the moisture and humidity coming off the sea ensure
tially above and partially inside the face of the bluff. The that they spread slowly and thus do not envelop more
buildings are decaying and stairs and floors are likely to than a few buildings. Most of the street level structures
give way at any time. Strange molds grow throughout are brick, with wooden frames built atop them, so even
the buildings that, when disturbed, cast up clouds of the short-lived fires tend to only devastate second- and
choking spores. The only living residents are scores of third-floor establishments and dwellings. The majority
rats, which act as the agents and hosts of the astiraxes. of the buildings are tenement-style housing converted
If attacked, the astiraxes can summon swarms of rats in from once prosperous shops and offices, or low-rent
their defense. The astiraxes reserve their greatest hatred inns, taverns, and brothels. The ward also houses most
for the legates that hunt them and their brethren who of the citys blacksmiths, butchers, and other animal
willingly serve the Shadows priests. The bones of sev- handlers, as the citys lawmakers discourage all uneces-
eral astirax hunters litter the floors of the Hollow. sary animal movement through the center of the city to
prevent the fouling of the waterways.
Leewall The people of Weirhold appear as sodden and

aged as their residences. They go about their days scrap-
ing together what meager food and barter fodder they
can, contributing large percentages of these small gains
If the docks are the citys commercial center, the to the various ward bosses that demand tribute from the
Leewall district is its public face. The district is the only hopeless lower classes. Those with the most energy tend
one directly accessible via a land route to the city, and to be those with the most to gain from such depreda-
its Hearthhome ward has perhaps the most hospitable tionshucksters, macks, and con men looking to show
and relaxed inns in all of Eredane. The city wall looms newcomers around. The rest make their living by sell-
over most of the district, now keeping the rogues and ing themselves as laborers loading and offloading cara-
rebels inside rather than defending against some threat vans, by venturing outside the city walls to serve the orc
from the southfor the past 100 years, there has been warbands camped nearby, or by begging what they can
no threat for the citys current masters to fear. off the more successful citizens of the other wards.
Most nonshipping visitors to Badens Bluff enter
the town through the main gate, coming from the Road

Ayrk Wellon first glance (thanks to a constant disguise), but whose
real origin lies in the northern villages of the Dorns. He
Ayrk is a glib-tongued huckster who roams wears a broad black hat to match his wide smile, and is
Weirhold near the main gate, watching traffic come into always happy to show newcomers around for nothing
and out of the city and looking for newcomers from more than a drink. Of course, he is also happy to sell out
whom he might liberate valuables or information. He is the very same folks if he thinks it will gain him any
a tall, skinny fellow that appears to be an Erenlander at advantage within the city. Ayrk is very involved in the
halfling slave trade, and will hire goons to kidnap any
free halfling that enters his domain. He then ships cap-
tured halflings around the Sea of Pelluria, commanding
The City Wall the highest possible prices from the slave-starved traitor
princes of the North.
The wall that separates the bluff from
the rest of Eredane is a monstrous structure of Street Preachers
gray stone that remained intact even as the
city fell to the invading forces. It stands Religion is often the province of the hopeless, and
roughly 30 feet in height, is seven feet thick, one would be hard-pressed to find a more hopeless peo-
and has an exterior battlement with regularly ple than those who live in the squalor of Weirhold. As a
spaced merlons. The wall is composed of result, the ward is replete with wandering preachers
three layers of large stone slabs quarried from extolling the virtues of turning to the path of Izrador.
the western side of the bluff, making it the Although it would seem that the resistance would
thickest and most resilient wall of any of the silence these evangelists, they have long since learned
Pellurian cities. From a distance, it appears as that more will always appear to take the place of the fall-
smooth and unblemished as the wall of the en. This is ensured by the legates sanctioning and
keep that stands atop the bluff, but up close financial compensation of these preachers, who often
the scars of war can be seen marring the provide information to the city authorities about the
walls stony surface, including arrow scrapes, goings on in Weirhold.
scorched pock marks, and the symbolic Rebel
Guard. The ironically named Rebel Guard is 1. Hobgoblin Guardhouse
made up of the preserved skeletons of several
city leaders who were captured during the The newest and only fully renovated structure in
citys fall. Each skeleton has been hardened to Weirhold, this troop house was built on the foundation of
the strength of stone and fused with the wall, the mayors old ceremonial home, which was one of the
a plaque hanging above its skull naming the few buildings razed during the citys occupation. (The
deceased and his crime. mayors position was mostly ceremonial, and he made
The wall has living guardians stationed his real home in either the Kingshand or Guildall district.
along it as well. A regiment of hobgoblins This house was only occupied by servants unless the
mans the wall at 100-foot intervals and con- mayor was welcoming important guests to town.) The
trols traffic through the gate via its three hobgoblins have since taken over the grounds, maintain-
spiked portcullises. The legates prefer bringing them themselves and populating them with trained
ing the more orderly hobgoblins from the mountain hounds under control of a houndsman, who is
south to man the gates, leaving the unruly orcs the highest ranking soldier living in the barracks.
to shirk less important duties within the citys The current houndsman, Atradees Khoyl (Male
wards. While the citys rulers know that such Hobgoblin Fighter 5/Wildlander 2), is a scarred veteran
a measure will not keep determined resistance of several campaigns against the dwarves of the south-
members from walking in right under their ern Kaladruns. He made his name as a tracker, and his
noses, they hope that the appearance of affinity with dogs is legendary among his race. He keeps
strength and vigilance will discourage outside three large mountain hounds in his quarters, and has
recruitment of resistance fighters. another dozen patrolling the grounds day and night. The
The walls only tower rises an addition- dogs can often be seen lounging in the shade near one of
al 30 feet into the air, casting its shadow over the two fountains on the grounds. The fountains, along
all who move through the gate and housing with the rest of the landscaping surrounding the guard-
the guard captain and about half the remain- house, are well kept by the hobgoblins, creating an area
ing wall guards. The rest of the wall guards of dissonant beauty in a district known for its filth and
have barracks in a supply warehouse that poverty. The citizens of Badens Bluff grumble that the
stands near the gate on the inside wall. hobgoblins keep the grounds up to rub their faces in
their destitute condition, but in truth it is simply in the
hobgoblins nature to keep order to their surroundings.

Atradees lives in the old servants lodge behind the 3. The Tussle House
main house, and 56 other hobgoblins live in the barracks
on the ground floor of the house. They have constructed In a ward known for its low-class, often depraved,
a rope bridge that connects one of the upper balconies to offerings, the Tussle House ranks among the very best,
the top of the wall, and use it to perform shift changes. or worst depending on how you see such things. Its
employees, both male and female, are all of high quali-
2. Deegan Kerak, The Fleshcarver ty, but what sets them apart from other brothels is their
The Weirhold is home to many butchers, but none

enjoy the work or revel in anatomical knowledge quite
like Deegan Kerak, fearfully referred to as The
Fleshcarver by the citizens of the ward. Deegan is a
scarred and crippled dworg who has so far been able to
pass himself off as an orc who was expelled from mili-
tary service due to his lame leg. To avoid suspicion, he
at first adopted a cruel, aggressive personality with
everyone he dealt with. He has since entirely given him-
self over to this disguise, and has forgotten how to be
kind or feel compassion for others. He chops meat off
the carcass with bold strokes, designed to spray as much
blood as possible around his workshop. He often berates
his customers and publicly assaults those who cross him
or fail to pay.
Even the orcs who patrol in Weirhold give him a
wide berth, and none have ever shown the courage to try
to stop him from abusing his customers. The
Fleshcarver knows he has the entire ward cowed, but
does not take advantage of this fact as one might expect.
He was once approached by a local rake who wanted to
recruit him into a protection racket, but Deegan was
seen eating what was obviously a human leg the next
day, and he has not been approached or bothered by the
local rogues ever again.
Deegans greatest fear is being exposed for his
true heritage, although he suspects many in the ward
already know. Someone that discovered this informa-
tion would hold the key to cracking his cruel, uncaring
faade, and could count on him to do whatever it took
to keep his secret safe.

willingness to engage in just about any acts their clients 4. Hole in the Wall
can dream up. One patron in particular, an undertaker
named Maron, does not pay for the brothels normal On the Leewalls western edge there is a two-foot-
servicesrather, he only asks to make small cuts on by-two-foot chunk of stone that is actually a permanent
those he hires, which he then sews up with enough pre- image created long ago by some forgotten mage. The
cision to leave only the slightest of scars. Two of Tussle breach has yet to be discovered by the Shadows forces,
Houses employees exist only to indulge Maron, allow- and is only known to two or three resistance leaders. It
ing him to reopen the same wound over and over again comes out underneath a stilted tenement in the worst
in exchange for avoiding the other duties of the halls section of Weirhold, and, for those who know of it,
employees. remains an easy way of entering the city without catch-
The cost for such services is high, of course, even ing the attention of the guards.
by the standards of those who still live in relative luxu-
ry in other parts of town. In addition to standard fees,
each of the clients must give over a family heirloom or Hearthhome
personal keepsake, even a trinket or bauble so long as it
is at least somewhat dear to them, which is promptly This ward is the closest thing to a normal residen-
added to the collection of the Tussle Houses madam, an tial area that Badens Bluff has. Most of the citys
enigmatic and ageless Erenlander named Arla Dell. tradesmen, government employees, and what remains of
Arla, despite her occupation and the reputation of her the citys property owners have their homes here. The
house, is welcome at every feast and gathering in the wards function has not changed in the last century, and
city. She does have a few enemies among the legates it is perhaps the closest glimpse one can get of Badens
and the resistance, but otherwise she enjoys an almost Bluff before the war. Many of the trade houses and
unprecedented level of social mobility and fluidity in homes have been passed down from family to family
the city of Badens Bluff. through the years, and more of these legacies have
remained intact than in any other part of the city. Of
course, the citizens of Hearthhome have been forced to
pledge their allegiance to Izrador, and they are watched
Arla Dell very closely. As a result, the people here tend to be out-
wardly very pious, and there is a culture of eavesdrop-
ping and backstabbing as those with the most to lose try
Arla Dell is actually not an Erenlander to keep a hold on their tenuous positions and reputa-
at all, but a wood elf named Areala Duelhe tions.
who represents the elves most valuable asset
within the city. She is a master spy in the Temples of Izrador
ranks of Aradils Eyes, and she regularly
communicates with the Witch Queen herself One of the most interesting developments in
to keep her apprised of important events with- Hearthhome over the century-long occupation has been
in the city. The trinkets that her people collect the propagation of large shrines dedicated to Izrador. At
from their patrons are not only a form of pay- first, two temples were established to oversee the con-
ment, they are also keys: keys allowing those version of recruits and to organize sacrifices to be taken
patrons to be scryed upon by Areala or, if the to the Black Mirror in the Crown. Some new recruits
donator is of a high enough rank, one of the who wanted to prove their piety began to establish
Witch Queens advisors. shrines to the fallen god, each of which soon attracted
As the war encroaches on Caradul, more and more followers. Thus were born the new
however, information from Badens Bluff has churches, led by unordained leaders who have estab-
become less and less important to Aradil, and lished a cult-like presence in the ward. Some of the
Areala seems to be falling more and more in legates are getting uncomfortable with this arrangement,
love with her primary alter ego. Its possible and since they dont want to be seen undermining reli-
that soon Areala may stop being an elven gious fervor, they have been turning to their natural ene-
asset, quietly renounce her allegiance to the mies in the resistance to sabotage these cults.
Eyes, and immerse herself fully in the
intrigues of the city. This would be a great
blow to the foes of Izrador, something the Legate Denarius
servants of the fallen god could not fail to
realize if they discovered her identity. The most vocal opponent of these false cults of
Izrador is a legate named Denarius, a gray-haired giant
of a man from the northern wastes. He has thus far resis-
ted his natural impulse to cleave through the congrega-
tions of cultists who twist his religion, and has instead

Temple of Izrador
focused his efforts on courting dangerous relationships Shadow can be outmaneuvered by clever representatives
with some of the resistance factions. He has not gone so of the people.
far as having a cult leader assassinated, but intimidation Those who live in Kingshand work in the govern-
and threats against cultists have been increasing lately. ment or serve those who do. Most of the legates and
Both Denarius and the resistance are playing a danger- Shadow officials live in large homes, each of which is
ous game by working together, but so far it has worked kept up by dozens of halfling slaves. Citizens of Badens
to their mutual benefit. Denarius is risking everything Bluff that assist in the task of running the city also live
by helping the resistance in his ward perpetrate crimes here, but are not allowed to occupy the areas homes,
in others, and should the link be found out, the wrath of even those left empty for decades. Instead, they live in
his fellows would be swift and brutal. well-appointed apartments that are nonetheless painful
places to live, overlooking and abutting the orc garrison
and exposing their residents to the constantly horrific
Kingshand smells and sounds created by those vicious soldiers.
The Kingshand ward is a well-kept part of the city,
owing to the influence of those who live and work there. 1. Government House
Kingshand stays fairly dry, being sheltered from wind
and rain off the Pellurian by the rest of the bluff, as well The main house of government in Badens Bluff is
as benefitting from storm drains that filter water into a triangular structure with three wings and a courtyard
Weirhold. This ward fulfills the same duties now as it whose gardens boast flowers from all around the coasts
always hasit is where the administrative dirty work of of the Sea of Pelluria.
running the city is done, as well as the location of the One wing of the house is given over to the leaders
second-largest orc garrison in the city. The high legates of the citizenry. It is heavily guarded, and those within
minions relish their ability to lord power over the citi- deal with the most mundane aspects of keeping the city
zens token representatives, who meanwhile do their best runningwork orders, maintenance, and disputes
to keep their heads down and help the people of their between citizens. The legates allow the citizens to han-
wards as best they can. It is a place of allegiances and dle their own disputes most of the time, which gives the
conferences, where even those with the authority of the impression that they still govern themselves to a small
extent. Of course, the mere threat of a dispute being

only found in the aftermath of a black mirrors destruc-
tion, and is probably the result of the intense heat of the
accompanying explosion applied to dirt, sand, or
masonry. More important that how it is created are its
properties: the material appears to block astiraxes abil-
ity to sniff out magic. The Badens know that this cache
is here, but have yet to risk the attempt to retrieve it.
This could be the most important cache hidden in the
city, as it is rumored to hold a map and accounts of sev-
eral of the earliest caches and safehouses established by
the Badens as the Third Age came to a close.
The Crown
When the Dorns settled the city, they reserved the
highest ground overlooking the bluff for a stockade, a
last retreat in times of trouble. Over the centuries, the
stockade was converted to a simple keep, then a curtain
wall was built to enclose the hill, and finally, in the days
of the Badens, into a walled estate, with beautiful gar-
dens and an ornate but still defensible palace. Barracks
were constructed for the elite of the citys guard and a
parade ground was laid out to allow for their training
and review. For over two thousand years the Baden flag
flew proudly from the battlements and people looked
with pride toward the Badens and their city.
When the city fell, the court and its administrative
offices were gutted and converted into homes for those
sent up to the Crown ends many complaints even who would fawn at the feet of the legates. In the royal
when the resolution is not to the liking of either party. apartments, the legates installed a puppet duke and gave
Orc guards are plentiful here, and one loyalist human him all the trappings of a great lord, though with little or
agent is assigned for every three citizen workers to no real power. The dukes court was comprised of
watch for and report suspicious activities. legates, mercenary leaders, and merchants who sought
The second wing houses the legate representa- to profit from the subjugation of the city; they acted
tives, nominally in charge of crime and punishment. more as the dukes jailers than as his subjects. The once
They constantly exert their authority to crack down on magnificent gardens have become in some places fallow
resistance within the city as well as to improve their per- and in others a collection of weeds. The barracks were
sonal positions in the eyes of their masters in the Crown. given over to the most trusted of the human mercenaries
Serving as bureaucrats in the hellhole of Badens Bluff and soldiers, usually those raised in families that had
makes most of these legates petty and defensive, always secretly worshipped the dark god in the Third Age and
involved in a power struggle of some kind to validate paved the way for his great victory.
their lowly positions. The Crown, once open to the citizens of Badens
The third wing was largely devoted to records and Bluff, has become a fortified camp, designed to protect
taxation before the legates took over, and this has not the residences of the citys elite and keep the rabble
changed much in the intervening years. There is still a away. The walls surrounding the Crown have been
library full of records, although all of the non-religious strengthened and all of the gates but one have been per-
books have been destroyed, and taxes are accounted for manently sealed. Buildings outside the walls have been
here. Since animals cannot enter this section of the city, razed to provide almost a hundred yards of killing
an auxiliary taxation house has been established in ground, providing no cover for Baden assassins attempt-
Weirhold, where citizens can bring their tribute and ing to sneak into the court. Merchants wagons are thor-
have it accounted for before it is slaughtered. oughly searched and escorted the entire time they are
Hidden in a cramped chamber accessed through a inside the walls. Deliveries are only allowed during the
secret door found behind the stacks in the records wing day and then only from a small, vetted group of mer-
lies one of Badens Bluffs greatest treasuresa cache chants. The Crown, once the last refuge of the people of
of magic items and written lore that has survived intact Badens Bluff, has become a bastion seemingly under
since the days of the Last War, hidden within a box of siege from the people it was designed to protect.
special material called mirrorglass. The rare substance is

and felt its gaze could not find the will to raise their
1. The Spire weapons. The beast took as its perch the graceful elven
spire, a mockery of great Zardrix and the Dark Tower to
In 382 TA, elven influence was strong in the city the north. While Zardrixs mind is too shattered to
and the Green March extended to the edge of Baden notice the insult, her fellow Night Kings are well aware
lands. Elven traders and scholars were a common sight of the significance of Sunulaels audacity and the chal-
in the citys markets and libraries. To honor the alliance lenge it sends.
between the two peoples, the elves were granted land
inside the Crown to build an embassy. In return, the
Prince asked for a boon: that the elves create a grand
garden to bring the beauty of Erethor to Badens Bluff.
2. Baden Court
It took the elves a generation to build their spire, which Dominating the hill is the sprawling palace, once
reached gracefully up to the heavens. Around its base the home to House Baden and still known as Baden
was a garden of exotic trees and flowering shrubs that Court. Affairs of state and much of the day-to-day work
filled the spring air with strange and wondrous scents. running the city were once conducted here.
The spire reached higher than even the Badens own Ambassadors, scholars, artisans, guild masters, and
keep and provided a vantage from which to see the even the common citizens of the city came to the court
entire city. In a display of their generosity, the elves to settle disputes and beg indulgences from the Badens.
allowed Sahi scholars access to the spire on auspicious In the Last Age, the palace has reverted to a fortified res-
nights to observe the messages from the Riding Host. idence for legates, collaborating nobles, and those with
As the Third Age was nearing a close, the elves enough importance or influence to merit apartments in
were the first to sense Izradors growing power and the the best-protected residence in Badens Bluff. There are
corruption festering in the city. Elven traders were found no supplicants here, only those who have sold their
dead, their bodies mutilated and their souls forever lost. souls to Izrador or those who will spend their last days
Elven homes were attacked or marked in arcane sym- in agony in the fetid chambers beneath the palace.
bols written in blood. The city became unsafe for the The palace has been expanded from the early keep
fey, and soon only a small embassy remained, virtual throughout the ages, each new wing designed in the
prisoners in their spire. The final blow came in 891 TA, style of its day. The newest wings, most built in the later
on a night of the new moon, when horrible screams were
heard from the spire. When the city guards broke in,
they found the elves dead and symbols of Izrador carved
into their skin. The bodies were burned, their ashes
spread in the grand garden, and the spires doors and
windows were bricked shut.
When the Shadows armies occupied the city, no
attempt was made to reclaim the tower or nurture the
gardens. The area was left to rot and the gardens grew
wild, a rare explosion of life in a city struggling to sur-
vive. The tower lay dormant until the Year of Blood, 34
LA. Baden agents crept over the walls before dawn on
the last day of the arc of Sennach, stole across the gar-
den, and silently killed the guards patrolling outside the
former Baden Court. As the sun rose, the change of
guard arrived to find 30 corpses, including guards, col-
laborating nobles, and legates, all neatly beheaded and
laid out in the garden. In response the legates culled one
person in twenty from the city and sacrificed them on
the altars to Izrador and requested aid from Sunulael.
Then, on the darkest and coldest night of the year, as the
people prayed for a respite, horror and despair came to
the city on great black wings. The wyvern had arrived.
The wyvern was a parody of the great drakes that
once ruled the skies, its head stunted, jaws uneven with
serrated bone ridges, massive wings ending in barbed
hooks like malformed claws, and ominous, unblinking
dark eyes. It stank of death and decay and what skin it
had was like ebon parchment stretched thin against its
bones. Wherever it went, it spread despair and defeat.
Those foolish few who tried to stand against the beast

Third Age, are more dwelling than fortress, with larger offered their service to maintain order; their bodies were
windows, balconies, and interior gardens. Older por- soon displayed hanging from the battlements they
tions from the Second Age retain heavy ironbound doors offered to defend.
and tall slit windows too narrow to allow even a halfling The barracks are now home to human mercenaries
access. The truly powerful reside in the old keep, with and collaborators loyal to the Order of Shadow. The
doors barred and guards posted in every corridor. murals of Baden victories have been gouged from the
Beneath the old keep, the legates have reopened cells walls and replaced with symbols of Izrador. The merce-
left empty for centuries and filled them with the most nary units compete for the high legates favor in order to
hated and dangerous of their enemies. The skilled be stationed inside the Crown, trying to impress him
inquisitors ply their trade here and take pleasure in with their brutal efficiency and unquestioned loyalty.
keeping their victims at the brink of death in excruciat- Service inside the Crown is the best duty available in the
ing agony for weeks on end. When they are finally tired city for many reasons. The living conditions are well
of their toys, their bodies are left impaled outside the above the norm for the other barracks in the city.
gate to the Crown as a warning to those who would Soldiers in the Crown need not patrol the disease-ridden
oppose the dark god. slums or risk daggers in the dark. The competition
Even in the days of House Baden, the court was between mercenary groups for this attention is therefore
known to be a center of intrigue. The palace is riddled fierce and sometimes even deadly. Battles of influence
with hidden passages purposefully installed to allow the and obtaining sponsorship from leading nobles and mer-
Badens to spy on their guests and each other. Most, but chants, however, are usually more effective methods
not all, of those passages have been discovered by the than conflict in the citys back alleys. There is only one
legates. Very few have been sealed as the legates have unwritten rule in the competition: only humans may be
found them just as useful as the previous residents. stationed in the Crown.
There is little trust among the wicked, and more than The watch is currently commanded by Theron
one legate has met his death by a rivals blade in the Tolsson (Male Dorn Fighter 11), a native of the city and
dark recesses behind the walls. the son of a family long connected to the worship of
In the first days of the occupation, as the legates Izrador. His parents and uncles are wealthy merchants
scoured the city for the Badens, rumors flowed about a who supply arms for units destined for the Fey Killers
secret tunnel from the court that ran under the walls of armies and supply local legates with luxuries from
the city. The rumors claimed Prince Mikal Baden stayed Alvedara and beyond. Two of his brothers serve in the
at the court and watched, with tears in his eyes, as the dark temple in the Crown, one as a soldier legate and the
orcs entered his beloved city. He was said to have other as a master of rites and rituals. Therons family
remained atop one of the court towers until the orcs connections have served him well, and are in large part
reached the gates of the Crown and then fled out the responsible for his position of command. He under-
escape tunnel to join his personal guard outside the city. stands the cost to his family if he fails at his duties, and
The legates believed the rumor and spent days searching therefore pushes his men hard with daily weapon train-
for the tunnel and torturing those servants that remained ing, mock battles, and snap inspections. The Crown
to find any clue to its location. The legates were never guard has become a competent and disciplined squad of
able to discover the tunnel, but did find Prince Mikals soldiers, but are still far short of being an elite military
dagger atop the tallest tower, its blade embedded in a unit.
symbol of Izrador: a silent vow that House Baden would
have its revenge on the Order of Shadow.
3. The Watch
Nestled inside the walls of the Crown are the for-
mer barracks of the House Baden guards. The barracks,
as befitting their status as the home of the House Baden
elite, were grand buildings with spacious apartments for
officers and ornate walls inscribed with the Baden vic-
tories. At the height of the Badens power, over 500 offi-
cers and troops were housed here, providing security for
the Crown and acting as a strike force for threats against
the city. When the gates were opened to the Shadows
armies, many of the guard had already fled, abandoning
their equipment and either hiding inside the city or try-
ing to join resistance groups in the Westlands. Some,
ingrained with a sense of duty to protect the city of their
birth, laid their weapons in front of the legates and

CHAPTER TWO
Beyond the Bluff
This chapter describes the land surrounding labors as the legates tithe-masters take most of what
Badens Bluff, from the peninsula on which the city lies they grow to feed Izradors growing armies. Meanwhile
to the coast of the Sea of Pelluria spreading to the east the hateful orcs arrive from the north in never-ending
and west, and culminating in the broad Westlands to the numbers, their howls and the fearful beating of drums
south. often filling the night air as they march along the Road
The information presented in this chapter is closed of Ruin to the war fronts of Erethor.
content.
The Road of Ruin

The From the walls of Weirhold a broad road leads
south, descending to the lower coastal hills and beyond
Peninsula
to the seemingly endless prairies of the Westlands. This
highway is known as the Road of Ruin. Men speak its
name with fear or smoldering rage, while orcs growl it
with spiteful mirth as they grind the bones of Erenland
The city of Badens Bluff crowns a wide peninsu- beneath their hobnailed boots.
la that juts out into the mockingly serene azure waters of The Road of Ruin is a wide highway of compact-
the Sea of Pelluria. The bluff is the last in a series of ed earth, broken stone and, in the muddier regions,
gentle hills that march north from the River Orh, a rich felled logs, which cuts through the gentle hills and
land blessed with fertile soil and good weather. The wooded lands south of the Bluff. In the shadow of the
estates that the Dorn and Erenlander nobility once held orc citadel of Vorstuk it meets the Eren Road to
here were famed for their splendid orchards, finely bred Erenhead in the east and the Road of Salt and Tears from
livestock, and vineyards that were the envy of the king- Arwich in the west. The Road of Ruin continues south-
dom. Now, once grand manors lie in overgrown ruin or west until it reaches the River Orh where it turns south
are occupied by traitorous usurpers who serve the again and, with the emerald smudge of Erethor ever on
Shadow and call themselves lords. The fine flocks and the horizon, follows the edge of the Westland plains to
herds are gone, the pasturelands and orchards are Eisin. Along this route from Badens Bluff to the Orh a
reclaimed by the wilds, and the scions of the true lords straggling chain of ghost towns slip slowly into obliv-
are dead or live in secrecy among the winding back ion. In the Second and Third Ages, these market towns
alleys of Badens Bluff. and villages were the thriving heart of the Badens
Towns that once dotted this pleasant land lie in dominion; now their eerie desertion is a poignant
echoing abandonment or have become slums where the reminder that the Shadows knife has pierced that heart
race of men sinks into fearful ignorance, forgetting who and that it beats no more. It was the orcs that caused the
they were and why they had once been proud. The rural inhabitants of these settlements to flee, for to live in the
folk whose ancestors lived free under the benign aus- path of Izradors armies is to live in the shadow of death.
pices of House Baden now eke out cruel lives as serfs Those who could left decades ago, while those who did-
forced to toil in servitude to traitors and black-hearted nt were taken as slaves or food. Now, only the truly
legates. They see little return for their back-breaking desperate haunt the desolate towns: scavengers and
Chapter Two: Beyond the Bluff 25

supplies, and slaves to the fortress garrisons and to the
Dearest Iriene, warfronts. These caravans are usually guarded by
I shall soon take ship for Highwall and human or hobgoblin mercenaries; such duty is consid-
it grieves me to tell you that my trip has not ered demeaning by the orcs, and besides, their com-
been successful. Lord Baden is sympathetic manders believe that their bloodlust and ferocity is bet-
enough, yet I fear he has not the will to com- ter employed on the killing fields of Erethor.
mit further to the warindeed, I have come to
understand that our southern brethren do not
see it as a war at all! Elsweir
I have often felt anger that our kin die
Not many miles from Badens Bluff, the Road of
on the Wall while the southerners benefit from
Ruin crosses the valley of the river El, spanning the
our protection and refuse to do more than pro-
gorge by way of a high viaduct that is a testament to the
vide coin for our efforts, and even this dwin-
engineering mastery once possessed by the men of
dles each year. Yet, when I walk in the green
Erenland. A few hundred yards from the old stone
lands of the Bluff, my anger fades. All it takes
bridge, a rutted track descends into the valley and fol-
is standing upon the white sands of this shore
lows the river to the sea. The valley is a wild and beau-
listening to the song of the sea, or strolling
tiful countryside of reedy marshland and sloping mead-
through scented orchards heavy with fruit.
ows broken by woodlands of beech and oak. Dense
When I see Badens contented folk, their faces
hedgerows and majestic elms dot the landscape, serving
creased by the sun and laughter rather than
with the crumbling stone crofts as reminders of the
hardship and sorrow, my anger is replaced by
regions agrarian past. The only inhabitants left in this
a fierce protectiveness, as a father for his
part of the valley are the occasional sullen-faced shep-
young children. It is the people of this land
herd or goat herder and his milling, mutely staring
that have resigned me to defeat. Oh, their
charges. Five miles along the valley, the road comes to
lords, at least, understand that we die fighting
Elsweir, a dirty slum town built around a stone weir on
for the northern borders, though they do not
a bend in the river. Long before a traveler reaches the
truly understand what it is we fight. But it is
ramshackle collection of tightly clustered hovels and
the common folk who are beyond our persua-
rough-looking taverns, he is assailed by the stench of the
sion. They tell tales of the Shadow to frighten
towns industries: the smell of tanning skins, butchered
their children and believe that is all they are:
meat and acrid dyes combine to generate a foul miasma
stories. In this green and pleasant land they
that causes the eyes to water and the nose to rebel.
are safe because of the blood we shed and the
Beyond the weir, a cluster of mills powered by slime-
width of the Pelluria. They are like innocent
covered waterwheels line the river banks. Their badly
children and my heart is torn by the thought
maintained sails turn slowly in the breeze, accompanied
that their innocence might ever be shattered.
by a strangely ominous rumble from within.
The grim inhabitants of Elsweir raise and butcher
Letter from an unknown Dornish
much of the meat that feeds Badens Bluff and carry out
diplomat, 850 TA
most of the odoriferous occupations that would other-
wise befoul the air and water of the city. The eastern
road to Elsweir is little traveled as most of the towns
produce makes its way to Badens Bluff by boat: it is
only a short journey downstream to the river-mouth, and
those who are too weak, too poor, or too scared to flee from there is less than an hour around the peninsula to
to safer locales. the Stone Docks of Tidewood. Surprisingly, there are no
The Road of Ruin sees frequent and heavy traffic officials or legates in Elsweir and the orc patrols almost
during the arcs that the Pelluria crossing can be made. never journey this far down the valley. The regular to-
Orc forces from the North disembark at Badens Bluff ing and fro-ing between Elsweir and the city make it an
before moving in force to join Grial the Fey Killers ideal route by which insurgents may enter or leave
armies in Erethor. Orc-held fortresses like Vorstuk, Badens Bluff. However, the slum is not as safe as it
Orshank, and Gifang are spaced by a days forced march seemsthe Shadows spies and informers lurk amongst
to provide secure resting points for the warbands, and the populace, and the carrion birds that feast on the
are manned by garrisons who enforce the Shadows butchers leavings are often host to the legates malevo-
occupation. The orc garrisons mount regular patrols and lent astiraxes.
hunting parties led by goblin sniffers to track down and
eliminate insurgent forces that are a constant nuisance
upon their flanks. While the orc soldiery are by far the
most numerous travelers on the Road of Ruin, there is
also a steady stream of wagons and mules carrying food,
26 Chapter Two: Beyond the Bluff

ward hills known as the Plague Hills, and are loathe to
The venture too far from the relative safety of the road.
West of the Bluff Peninsula, the land undulates
toward the distant shadow of Erethor. These lands are
Pellurian gentler than those to the east, a province of wooded hills

and broad meadowland that has seen continuous habita-
tion since the distant dawning of the First Age. The
Coast
warm waters of the Southern Sea of Pelluria, fertile soil,
and a balmy climate have long been a haven for those
who would work the land and fish the sea. In the First
Age, simple gnomish fishermen first learned their love
Six hundred miles southeast of quietly defiant of the water along this coast. When the barbarous Dorns
Badens Bluff, the fallen city of Erenhead has become a brought war and enslavement, the gnomes were dis-
black nest swarming with goblins and orcs. Along the placed and the Sea of Pelluria became their refuge and,
rocky coastline that separates them, the land becomes later, their home. In the Second Age, the Northmen were
progressively more difficult as it rises from the Orh conquered themselves, and from the ultimate union of
River Valley to the grassy plateaus of the Westlands. the Sarcosan and Dorn races sprang the Erenlanders.
These littoral wilds have long been abandoned by men The region prospered during this time of peace, and
and orcs, who fear a terrible curse supposedly cast by countless villages and towns sprang up amongst its ver-
legates decades ago. The Eren Road follows the edge of dant dales. Halflings and gnomes resettled the western-
the downs and wooded hills and is broken only occa- most holdings and lived harmoniously with the men of
sionally by drab settlements that are only ever built on Erenland. In the adjacent forests of Erethor, the wood
the southern side of the road. Goblin patrols led by sea- elves of the Green March looked on in approval and
soned hobgoblin warriors are common along the Eren Badens Bluff became second only to Eisin as a trading
Road. So too are orcs in great numbers, in the form of center with the woodland realm.
fists and even whole warbands traveling to the distant When the Kingdom of Erenland fell to the
warfronts on the border with Erethor. However, even Shadow, the vile minions of the dark godtraitorous
these battle-eager troops keep a wary eye on the sea- humans, foul orcs, and monstrous beastswere not

long in coming to this rural idyll. Death, destruction, like smoke on a misty eve. Another tale speaks of the
and misery followed in their wake and much of what Muyrain, a vast abomination formed from the fused,
had flourished here was laid to waste. Most of the fine suppurating corpses of the plagues victims. This crea-
towns and quiet villages have since vanished, torn down ture is a vast, rotting mound of flesh that oozes through
by orcish rage or quietly abandoned by their fearful the darkest valleys hunting living creatures that dare
inhabitants. The desolate ruins of these places stand as intrude upon its domain. Whatever catastrophe befell
solemn reminders of Izradors true legacy. Most human the Plague Hills, its repercussions echo still and the
settlements reside on the coast now, close to the sea for region is almost universally shunned. The orcs are terri-
which the orcs have no love and as far away as possible fied of the place and even the legates maintain their dis-
from the Road of Ruin and its citadels. However, the tance. For those who would avoid the Shadows min-
Sea of Pelluria, despite its often idyllic appearance, ions, the Plague Hills might prove a dangerous but use-
holds its own menaces and dangers. Its tall cliffs are rid- ful place in which to hide. However, Sunulael considers
dled with caves that are used by pirates and smugglers the cursed region to be a boon rather than a bane, and
and also as lairs for monsters that haunt the depths and has tasked his necromancers with learning its secrets
come ashore at night in search of prey. and claiming them for the glory of their dark master.
The Plague Hills The Road of Salt and

The hill country east of the River Orh and north of Tears
the Eren Road is a haunted land known fearfully as the
Plague Hills. Its dark valleys and tangled woodlands are Just as the Road of Ruin is the chief inland high-
avoided by resistance fighters and the Shadows min- way of the area, the so-called Road of Salt and Tears is
ions alike. Men once dwelt here, but a great evil the principle road of the western coast. In
claimed them, leaving only the occasional the lee of the granite cliffs of Vorstuk, the
remains of their habitation as evidence that rutted track leaves the Road of Ruin
they existed at all. Fields once rich with to wind through a sparsely popu-
crops have become wild meadows or have lated country of lightly wooded
been reclaimed by the woods. meadowlands and low coastal
Stone walls overgrown with hills. It wends through this
ivy and briars line the grass- picturesque landscape like a
tangled tracks that were well- diseased vein carrying the
traveled highways, and a sense poison of suffering and the
of watchful menace pervades the Shadows hate. Iron cages
disturbingly quiet air. No animal, hang like rotting fruit from
bird, or insect moves in this the creaking bows of twisted
eerie countryside, and even beech and blackened oak. Their
the wind seems unnatural- rusted interiors contain the
ly still. In the silent val- rotting corpses and flesh-
leys, crumbling villages stripped bones of unfortu-
molder beneath the eaves nates who were branded as
of encroaching, shadowed traitors under the Shadows
woods; the houses are dilapi- rule. Similarly tragic forms are nailed
dated and squalid, and carts in twisted agony to trees. And where the
and tools lie abandoned road crests a hill, gibbets stand in
beneath shrouds of weeds as rings of nine, their swinging
though death blew in on the corpses staring in eyeless stupor at pass-
wind and claimed every living ing travelers while carrion birds gloat
creature where it stood. above them. Death comes slowly and
Local legend proclaims that the painfully on the Road of Salt and Tears.
legates unleashed a vile magical plague here, experi- Its victims remain alive for days . . . or at least, they
menting with dark magic that they might use in the war appear to, as their emaciated forms moan and plead for
against the forest fey. The casting must have gone awry, release. Only a fool would help them, however, for such
as no one seems to have survived the spell, including the victims are often already dead, and have risen unknow-
dark gods wicked priests. Other dread tales surround ingly as Fell. Even when the flesh has finally fallen from
the Plague Hills: red, screaming mists composed of the their bones, they retain an awful animation, ready to
Lost are said to haunt the empty villages, bound by pain attack anyone foolish enough to take them down.
to the places of their death, and black, eyeless hounds The dangers of the Road of Salt and Tears include
roam the gloaming in search of mortal flesh, drifting more than just escaped Fell and hilltops haunted by the

Lost. The main traffic consists of merchant trains taking by Insaeros (Male Erenlander Legate 7), a petty and vin-
cured meat, salt, and grain to Badens Bluff and the gar- dictive legate who irritated his masters, though not suf-
risons of the Road of Ruin, tempting targets for rebels ficiently to earn his death. Insaeros resents his posting to
who wish to inconvenience the Shadows war effort. Arwich, which he sees as a dead-end backwater; his
Unfortunately, the consequences of such actions are resentment makes him needlessly cruel, and his bore-
usually suffered by those who are the least to blame. To dom drives him to invent increasingly vicious entertain-
deter such banditry and insurgency, the caravans are ment. The local populace suffers Insaeross yoke with
guarded by hobgoblins or human mercenaries and the mounting anger, and even the contingent of human mer-
surrounding lands are patrolled by goblin trackers and cenaries assigned as his enforcers tire of his arrogant
wolf riders. The Shadows tithe-masters, usually low- and sneering manner. Only fear of the Order of Shadow
ranking legates, are also frequent travelers of the road; stays the hand of those who plot rebellion and revenge.
they wander the countryside collecting Izradors due
from each hamlet, village, and town they pass. There is
little coordination between the legates activities and it The Salt Mines of Aarl
is not uncommon for a place to be visited more than
once in a single arc. The tithes are hefty and bleed the Aarl is a wide area of rocky badlands and salt-flats
communities almost dry, yet there is no escape: those that run from Arwich to the coast some fifteen miles dis-
who cant pay or refuse to do so end up as carrion along tant. The regions name is a corruption of the elven word
the Road of Salt and Tears. The Orders vindictive tithe for death, and the brackish pools and barren rock stained
collectors are also favorite targets of resistance ambush- by dirty bands of crystallized salt are aptly devoid of
es, so they usually travel with well-armed escorts. life. The salt mines are a legacy of Erenlands heyday.
The entrance to the mine was once housed in an ornate
stone dome that is now little more than a broken shell,
Arwich half-buried beneath rubble and drifts of powdery salt
crystals. The tunnels below wind bewilderingly for
Arwich is a rundown border town built on the miles, some reaching as far as the coast. Within this
ashes of an older settlement that lies at the end of the labyrinth stunning examples of Aryths hidden beauty
Road of Salt and Tears. A century ago, Arwich was a can be found: great cathedral-like caverns, stalactites of
thriving merchant city that enjoyed great wealth arising salt hanging like chandeliers, and broad salt lakes lying
from the salt trade and close contacts with the nearby beneath arching domes of glittering crystal. Before the
Green March. The city was sacked at the end of the flickering of torches, the salt crystals blaze with light
Third Age, its fine buildings reduced to smoking slag by reflected and amplified a hundred thousand times, a
dragon fire and the salt mines claimed by goblins and fierce beauty that bolsters the hearts of men and causes
orcs. After the Last Battle, Arwich was left deserted for the Shadows minions to recoil in fear. For this reason,
decades. As the arcs turned to years and the war in the vindictive bugbear masters deny the slaves any light
Erethor continued interminably, hunger threatened to by which to work, forcing them to feel their way on
halt or even reverse Jahzirs progress. The great herds of hands and knees and to chip at the salt deposits in total
wild boro and gazelle on the Westland Plains required blackness. The sharp rock salt lacerates their skin and it
intensive hunting, and the meat spoiled quickly in the is not uncommon for a slave to bleed to death in his
hot springs and summers of Southern Erenland. Nor chains while only a few feet from his blindly oblivious
could the decimated halfling and human populations of companions.
Erenland support the orcs, either as a food source or as
The Sea of
providers of it. In the face of looming disaster wrought
of their own voracious and destructive nature, the orcs
were forced to adapt to the role of occupiers rather than
conquerors, besiegers rather than raiders. The legates
began to restore order in the rural communities, slowly
resurrecting the devastated society so that it might sup-
port the very forces that destroyed it. Soon, thousands of
Pelluria
slaves toiled in the countryside of Erenland, growing The Pelluria is not a true sea, but rather an
and rearing food enough to feed Izradors ravenous immense freshwater lake fed by the Gamaril, Ishensa,
hordes. To solve the problem of spoilage, the legates and Torbrun rivers and drained by the mighty Eren. With
reopened the salt mines at Aarl and shipped the dirty the forests of Erethor dominating the western side of the
white powder by the wagon- and boat-load to Badens continent and the towering Kaladruns looming to the
Bluff and Erenhead. east, the Pelluria effectively splits Eredane in two, and
The inhabitants of Arwich earn a meager living by its presence has been a vital check preventing the
providing food and labor to support the mining opera- Shadow from achieving total domination. The stormy
tion, although the mines themselves are worked by expanse of the Pelluria and the orcs natural fear of wide
slaves drawn from across Eredane. The town is overseen

open water hinders the Shadows progress in the south, hides countless coves and caves. These are used by the
where life is often brutal and harsh but still far better pirates and smugglers in the complicated, ever-changing
than the hellish existence endured by the men of the game of cat and mouse played out between the various
north. power factions active on the inland sea. The Norfalls
While the northern Pelluria is wild and cold and attack the Shadows troop-carriers, hunt collaborators
often ravaged by storms and high winds, the southern and reavers, and hide from the inevitable reprisals in the
shore borders gentle waters that are blue, warm, and bewildering archipelago of the Corbron Isles; the
teeming with a profusion of life. The weather on the unaligned pirates and reavers are opportunistic scav-
southern coast is also generally benign, although sudden engers and low-lives who attack anyone they believe
squalls and thick fogs blowing off the sea are not they can best; and the Shadows forces hate them all, but
uncommon. Myriad species of fish and birds call the Sea are more often victim than victor in the Norfalls domain.
of Pelluria their home, and its waters harbor other,
stranger creatures, some benign but many not. Yet
despite the dangers offered by wave and wind and the Dead Shoals
dark shadowy shapes that lurk beneath the surface, the
Sea of Pelluria is a refuge to many and is one battle- Pirates, reavers, and servants of the Shadow are
ground on which the odds are more evenly matched not the only dangers on the Pellurian Sea. Those who die
between the forces of the Shadow and those who oppose in the sea rarely find rest in its depths, and the Fell that
them. The majority of the sea-worthy vessels that still rise here bear the marks of their watery grave. With their
sail upon and around the inland seaschooners, broad- pale bloated skin and white sightless eyes, they seem
bottomed merchantmen, troop-carriers and sleek, many- somehow more horrific than the feral dead who stalk the
oared warshipsare manned by Dornish and land. More recently there have been rumors of strange
Erenlander sailors, while smaller river vessels and sea- Fell rising out of the salty waters offshore of the mines
going barges are typically crewed by gnomes. The of Aarl. These brine ungral carry with them the stench of
Sarcosans have little interest in sailing the inland sea, rotting fish and brine and are encrusted with salt crystals
but the mercenaries found aboard the pirate-hunters and that turn arrow and blade and infect the wounds of those
warships patrolling the Sea of Pelluria are often of they attack. The coastal waters have become a deadly
Sarcosan blood. haunting ground for these creatures and their land-born
kin; they hide beneath the waves during the day to avoid
detection, then creep out under cover of darkness to
Pirates and Reavers attack the littoral communities of the southern shore.
Such is the menace of this infestation that many fishing
In addition to acting as a bulwark against the ports mount boat patrols during the night and place a line
Shadows forces, the Sea of Pelluria has proven to be a of burning torches along the shore.
relatively safe haven to those who oppose them. The so-
called Pirate Princes of House Norfall are, if any can
claim such a thing, the true masters of the inland sea. Trade Winds
They strike against the occupied cities of the north and
south, harass the Shadows fleets as they attempt to ferry The Pelluria was alive with trade in the high days
soldiers and supplies across the water, and run contra- of Erenland. Small coastal vessels hopped from one port
band back and forth between Erethor and the insurgent town to the next, river runners plied the many tributar-
forces operating in Erenland. Their contacts with ies that feed the great lake, and larger sea-worthy ships
gnomish river families and the smuggling rings of the capable of the crossing provided a vital link between
Badens provide them with information on the enemys northern and southern Erenland.
movements and the supplies they need to wage a bloody In the Last Age, the flame of commerce has been
war of attrition against the Shadows forces. brutally extinguished. All that remains is the movement
Unfortunately, others have also found a haven in the Sea of goods and people to suit the Shadows purposes. The
of Pelluria: violent, despicable reavers who raid the vessels that still ply the Sea of Pelluria are used almost
almost defenseless fishing villages and towns that dot solely to transport supplies to support the war against
the coastline, as well as less violent but no less selfish the fey and the occupation of Erenland. With the war in
pirates who are not particular about whom they rob. Erethor rumbling ever on and Grial the Fey Killer focus-
Fortunately, because Izradors vessels are the most ing his efforts in the central forests, broad-bottomed
numerous on the Pelluria, these scoundrels more often troop carriers make regular crossings to deliver fighting
than not end up attacking ships in service to the Shadow. orcs to the southern shores.
Rumors in the ports of the southern coast speak of In recent decades, the flame of commerce seems
islands where men live freely, albeit in violent and dan- to have been relit; however, this is just a marshlight,
gerous communities. These tales of pirate-run enclaves another divisive trick employed by the cunning legates
and freetowns are not without credibility: many small of the Order of Shadow. The false economies and con-
islands dot the Sea of Pelluria and the ragged coastline voluted reward systems implemented in southern cities

help to control the populace, providing another means of steppes, northern descendents of the noble creatures
corrupting and dividing the people. In Badens Bluff, introduced by the Sarcosans in the Second Age.
where ostentatious wealth differentiates those with Between the grasslands and the northwestern
favor and power from those who have neither, the hills, a huge wood called the Trollskarl maintains a tan-
legates use fine clothes, bright stones, and rare scented gled, brooding presence that is avoided by all. The light-
oils as badges of status to reward their cronies and tempt ly wooded meadowlands and broad valleys beyond the
those who might betray their fellows. The legates keep Trollskarl carry silt-laden rivers and streams from the
a firm control on what, where, to whom, and by whom plains to the sea. Along the riverbanks, tall reeds and
these luxuries are sold; while their minions squabble rushes mark extensive marshlands that are home to
over false signs of wealth and prestige, the legates real- waterfowl and sleek-headed otters. The hills become
ize that control is the only true power. higher and more closely packed as they near the
The black market run by the Pirate Princes is Pelluria, eventually cresting in the ridge that forms the
where the true heart of commerce continues to thrive in sharp cliffs of the coast.
Erenland. The Norfalls interface with the Badens, the To the west, the Road of Ruin defines the edge of
gnome trading families, and other resistance groups to the grasslands. The land beyond it becomes more wood-
move people and supplies across the sea, and are the key ed as it rises to the dense canopy of Erethor. The south-
contacts with the wood elves of the Gamaril. Even the ern part of this region borders the vast blight known as
unaligned pirates and reavers need the Norfalls to sell or the Plains of Ash and Blood, a cursed land of choking
trade their ill-gotten gains, though they play both the ash and soot that is a brutal reminder of the Shadows
Shadow and the resistance groups for what they can. destructive power and the ultimate fate of the bravely
defiant fey.
The Horse and Hearth
Westlands
Few permanent settlements remain on the
Westland plains; the orcs hate the grasslands and are
suspicious of those who would hide themselves in the
sea of swordgrass. Sword and flame are the common
The Westlands lie between Erethor and the Eren solutions employed by Izradors chosen, and because of
River to the east and west, and are bordered on the north this brutality, the majority of Erenlander communities
by the Sea of Pelluria and on the south by the Ardune. cluster along the edge of the grasslands. Some choose to
From the Eren River Valley, plateaus and rocky steppes live in the fertile hills of the Pellurian and Ardune
clad in low speargrass and sagebrush descend to wide coasts, while others stay close to the Eren River Valley.
open grasslands dominated by a towering sea of sword For the most part, these settlements are poor farming
grass. As the arc of Shareel gives way to Doshram, communities that are barely self-sufficient. The inhabi-
heavy rains are followed by a flush of green that slowly tants of these impoverished places live beneath a cloud
fades into yellow, ending in brown by the arc of Halail. of fear and have sold their pride and spirit in the hope
The winter arcs bring frosts and cold rains which, like that the legates and the orcs will leave them unmolested.
the heavy spring rains, can cause flash floods across the Unfortunately, hope is a rare commodity in the Last
plains. Dust storms blow on raging winds during the dry Age, and providence is rarer still.
arcs and lightning storms that set the grass ablaze There are still those who defy their oppressors,
become the ascendant hazards. however, following the lead of their southern brethren to
The occasional grove of panock trees or rocky pursue a semi-nomadic existence amongst the swaying
bluff seems to be all that breaks the monotony of the grass. These are the horseclans, and it is in them and the
grassland sea. However, like the waters of the Sea of various resistance groups of Badens Bluff that the spir-
Pelluria, much is concealed beneath this gently swaying it of the Erenlanders and southern Dorns lives on. The
surface. While seeming flat and featureless from afar, horseclans follow the herds of wild boro on horseback
the ground is stony and carved by countless rills, deep for much of the year, camping during the winter arcs in
channels, and gullies that carry the springtime floods. redoubts hidden deep in the grasslands.
Progress can be slow through this broken terrain.
Great herds of boro roam the grasslands, following
migratory routes that their ancestors walked millennia Caderin
before them. Plains leopards stalk unseen in their wake.
The seasonal paths of the boro are well known to the Caderin is a semi-permanent walled settlement in
halflings and humans who still dwell here, and while the the center of the Westland plains. Crouched atop a short
orcs are quickly lost without guides, the plainsmen and mesa-like mount of rock, Caderin is a dusty place whose
nomadic halflings seem to know the trails as instinctive- squat stone buildings are built without windows in order
ly as the herds. Wild herds of horses roam free on the to protect its inhabitants from the fierce winds and dust

storms that frequently howl about the mount. A narrow
trail winds around the mount and can be defended from Trollskarl
apertures cut into the cliff face, opening from rooms that
lie within the rock itself. These chambers are part of an In the Last Battle, the Shadows forces teemed
enlarged natural cavern complex used by the original with countless orcs, terrifying fire-breathing dragons,
inhabitants to store food and water during the hot arcs foul demons, raging giant-kin, and other monstrous hor-
and in which to shelter from the storms. rors out of the wild places of the world. One of the
The horseclans come to Caderin to trade and abominations put to devastating use against the human
sometimes to wait out the worst of the winter weather if cities and elven woods were trolls bred in the vile pits
they are cut off from their traditional havens. It is large- north of the Highhorn mountains. These creatures,
ly deserted for the rest of the year, inhabited only by twisted by malice and hate, were often in the front of the
those too old or infirm to accompany the riders. There is Shadows onslaughts and bore the brunt of the defend-
also a growing community of Erenlander merchants ers wrath. It was therefore not surprising when, in the
who, with permission from the legates, reside in Caderin aftermath of the war, a number of trolls fled their orcish
for part of the year to trade with the horseclans for masters and hid themselves in the wilds of Erenland. A
steeds, boro meat, and artifacts taken from the ruins of large group escaped into the woods that were then called
Erenlander towns now lost in the grasslands. In return, Tir Amrasa Edior, meaning land of the emerald tears
they supply the clansmen with items from Badens Bluff in the language of the elves. Over the last century, the
and Erenhead: mainly salt and iron that the riders use to trolls numbers have increased and the forest, now
shoe their horses and forge weapons with which to hunt called the Trollskarl, has become infested with them.
and wage their little war. The legates allow the mer- Quite apart from the trolls, which orcish hunting
chants to continue their trade in part because they har- parties sometimes attempt to capture, there is a palpable
bor a secret fear of the horseclans capabilities should menace in the Trollskarl that is said to arise from a great
they be roused to battlea small spark is often all that spirit that haunts the dark center of the woods. The trolls
is needed to start an inferno, and the horseclans are a are said to serve this entity, going as far as calling her
minor concern compared to their dark lords anger queen. She is in fact a powerful elven sorceress called
should the offensive against Erethor be weakened in any Gwyrlael (Female Caransil Spiritual Channeler
way. Caderin also provides a useful means for the Order 11/Druid 7), a general who was commander of Tir
to monitor the nomads activities, and their spies Amrasa Edior at the end of the Third Age. Gwyrlael was
amongst the merchants are ever vigilant for clues as to by all accounts a friend and protg of Queen Aradil
the horseclans activities and movements. The horse- herself. Into her capable hands was given the safe-keep-
clans, of course, know of the legates spies, but play the ing of these sacred woods and the mysterious Emerald
game nonetheless. Like the legates, they wish to keep at Tears, a series of power nexuses that lay at their center.
least some of their enemy where they can observe them. Rather than fighting the hordes that assaulted Erethor,
however, Gwyrlael chose to deceive them with power-
ful enchantments. Though she was ultimately successful
Panock Shade and the at hiding the nexuses from the attention of the Shadow
and luring hundreds of enemy troops inside her woods
Open Sky to their doom, her mind was irrevocably shattered. She
believes that her entire race fell to the Shadow and
The halflings call the Westlands the noriam brooks no intruders in her domain, believing them to be
kedunni, the lands of the wandering people, and in the the agents of Izrador. Strangely, however, she has
Last Age this title is more fitting than ever. Most of the accepted the intrusion of the trolls, and has dramatically
halfling villages that for centuries nestled within the altered their forms to resemble the gnarled and twisted
shade of panock oases have been abandoned or purged trees that grow in the darkest parts of the wood. Though
of their diminutive inhabitants, their populations deci- her mind was shattered by grief, Gwyrlael retains for-
mated. There are a few hidden panock hamlets left on midable powers, and the Emerald Tears make her a force
the Westland plains, however. In these last bastions of to be reckoned with. Unfortunately, her insanity makes
the western halfling people, the gentle folk struggle to it unlikely that she will use this power against the
keep their civilization from disappearing like a grain Shadow. Aradil knows of her friends plight, but for rea-
husk on the wind. Small groups of halfling outriders sons unknown has thus far done nothing to contact her
form an orbiting culture around these hamlets, leading or intervene. For their part, the Night Kings other than
orc patrols away from them when necessary. Their first Ardherin are largely unaware of Gwyrlaels presence
duty is to protect their people, and for this they would and know nothing of the Emerald Tears. Sunulael has
gladly give their lives, but a few of the younger warriors occasionally wondered what lies within the Trollskarls
are beginning to grow restless; they want to take a more depths, but whenever his cadaverous gaze turns its way,
active role in opposing the Shadow. the Shadows Sorcerer somehow manages to learn of his
interest and distracts him before the Shadows Priest
peers too closely.

CHAPTER THREE
Tyranny and
Freedom
This chapter describes the power plays in Badens the citys garrison to prevent his forces in Erethor from
Bluff and the organizations that guide them, from the being overrun. Another near holocaust was avoided
determined and ruthless Badens to the insidiously mer- when a fight broke out among the orcs scheduled to per-
ciful legates, from the daring pirates of the Sea of form the culling, and they turned to butchering one
Pelluria to the brutal orc garrison. another in the fields before dawn.
The setting and background information present- Eventually, Sunulael stepped in to prevent further
ed in this chapter are closed content. The rules for find- waste. He acerbically pointed out the Bluffs historic
ing and accessing caches or safehouses are designated pattern of cooperation when presented with a way to do
as Open Game Content. so. He also suggested that a few hundred dead orcs,
more or less, did not justify losing one of the few work-
ing cities left in Erenland. Within a relatively short time
The Powers
Badens Bluff would become the northernmost city of
Southern Erenland with either industrial or agricultural
capacity. Given its long-term importance, perhaps his
subordinates could use their minds rather than the orcs
that Be vardatches for a change . . .

Said subordinates, once prodded, adopted a more
conciliatory approach. Rather than marching in troops to
Badens Bluff occupies an uneasily essential place deal with every perceived threat, they began to empha-
in the Shadows concerns. Its harbor and docks shelter size the benefits of cooperation. Children of cooperating
the vital logistical lines draining from the north. The families receive education, opportunities for advance-
citys immediate environs provide the occupation forces ment, and medical care. Men who assist the occupation
with food, supplies, and staging areas for orcish troops. forces find work and the resources to feed their families.
At the same time, the Badens take advantage of their The hungry and poor remain overlooked as normal,
citys importance. They resist the Shadows minions and however; even this unusual beneficence on the part of
sometimes even kill them outright. More importantly, the Order of Shadow does not stoop to charity.
the Badens sit in the center of a web spread throughout Regardless, the legates show of goodwill has pro-
the land. When they pull a thread, long-laid plans fall duced remarkable results. Legates can of course walk
apart, officers die, and the Shadows implacable purpose the streets without fear. Their orc bodyguards must still
must pause to adjust. roam in large units in the rougher parts of town, but by
Adjustments do not sit well with the Order of and large the city shows little sign of open rebellion.
Shadow. The legates have long discussed direct inter- This odd policy of appeasement would, in time, result in
vention on several occasions, even up to and including complete capitulation in most cities. Brother would turn
razing every structure and killing every resident of the against brother, friend against friend, in the scramble for
city. The citys future has hung on a single thread more favor and food. Within a generation the city should have
than once. Each time, though, fate has intervened in the settled into the legates hands like a grateful dog. Men
form of other, more pressing concerns. On the brink of need leaders; why would they not look to their benefac-
one such action Grial drafted all available troops from tors to fill the role?
Chapter Three: Tyranny and Freedom 33

Badens Bluff, though, never lacked for leaders. Above the scrambling of his servants, Sunulael
When Fredrick Baden gave his fateful order to surren- watches and waits. He knows that his supporters and
der, he did so with an eye to eventual rebellion. His enemies alike will eventually die, entering as all mortals
court retreated into the underground. There, among their must the realms granted unto him by his dark master;
people, they built both wealth and authority. On a local once there, they will be under his control, regardless of
level the nobles continued to fulfill their duties, giving their alliances in life.
the people a sense of hope. In doing so, the court very
intentionally gave the citizens of Badens Bluff a
method of resistance unavailable anywhere else in the Lesser Legates
world. Every teamster, fisherman, and carpenter knows,
deep in his bones, that his sacrifices flow upwards to his Most legates train first in Theros Obsidia, learning
beloved prince. Every day the residents of the Bluff see there obscene rites and rituals designed to call down the
signs of a resistance guided by strategic planning. They power of their dark god. They study the art of evil, mas-
see the power of tradition and the strength found in tering how to twist reality to their will and break mens
organization, and know that the combination of the two souls. Then, naturally enough, their god sends them
may yet save their way of life. back out into the world to work his will.
Forty years ago a third force entered the scene. Those that end up in Badens Bluff are from var-
The legates briefly captured, raped, and tortured ied backgrounds. Some have made the wrong enemies,
Fredricks granddaughter Alissa, the last pureblood and are sent there as punishment. Others hear rumors of
descendent of the Baden line. She spent a year in their a place where the people are still accepting of the dark
hands. After a daring rescue organized by her cousin, god and worship him of their own volition. A surprising
Prince Tomass father, she revealed a dangerous truth: number of legates born in Badens Bluff return to their
during her captivity she bore a son. former homes; such is the strength of family loyalty that
The legates raised her son as their creature. they feel obligated to do so, and such is the strength of
Spoiled and quite power-hungry, he now reigns over the family power that they fear not acceding to their elders
city as the duly appointed count of Badens Bluff. By wishes.
the right of primogenitor, though, the count truly holds Lesser legates range between 1st and 5th level.
the title of prince. His continued presence confuses the Those who advance through study or experience beyond
otherwise stable resistance; should they obey Fredricks 5th level are called to higher service.
great grandson, raised though he was by legates, or his
great grandnephew, whose bloodline is further removed Numbers, Housing, and Status
from the throne but whose courage and loyalty to his
people are proven through years of hardship and leader- Nearly 100 of these lesser legates call Badens
ship? Both are of mixed blood, and whereas one has Bluff home. Each one lives alone, or with his astirax com-
long fought beside them, the other has the potential to panion, in a house owned by the temple. The house might
claim true power in the city as its recognized ruler. or might not have stood empty when the legate began his
In this strange place where evil works with good journey to the Bluff; ill fortune always ensures its former
and the methods of the two are eerily similar, coura- inhabitants pose no trouble to the current resident.
geous but naive visitors could drown in a sea of intrigue Most of the current legates came to the Bluff dur-
and moral confusion. Wise men, though, might find a ing the initial phase of the new policy that began 20
way to turn the citys pain and pride to their advantage. years ago. Though the residents feared and avoided
them at first, they gradually wormed their way into the
The Voice of
local society. Locals come to them with problems and
they provide solutions. Sometimes, those solutions
come free of charge. More often, they carry with them a
price that the locals do not fully understand.
the Shadow The legates of the Bluff express their personal evil
in little ways. None of their number engage in the kind
of random sadism or brutality so common outside of the
The Order of Shadow exerts considerable power Bluff. Instead, some spread malicious gossip, or quietly
in Badens Bluff. While the place is notoriously danger- build enough influence over someone to force that per-
ous for astiraxes and unusual in that legates cannot sim- son to engage in acts of depravity instead. One or two
ply have their way based on whims, the citys wealth even delight in the long, steady process of corrupting a
and importance to the logistical side of the war make it good soul by inches, eeking out evil from an honest man
a surprisingly strong place from which to build influ- one drop of blood at a time.
ence within the Order. A legate who can ride the tem- These subtle evils require a craftsmans touch.
pestuous tides sweeping the wards can, in time, create a The lesser legates of Badens Bluff all possess remark-
name for himself in the Order. able skills with lies, diplomacy, intimidation, and the
34 Chapter Three: Tyranny and Freedom

subtle art of reading others. They tend to spend their Lesser legates pile up favors of both kinds, calling
skill ranks in Bluff, Diplomacy, Intimidation, and Sense them in when they wish to manipulate the local social
Motive. situation or simply when they find themselves in need.
A careless person can build up a huge debt very quick-
ly, especially since the legates assistance can make life
Daily Activities so much easier.
The lesser legates of Badens Bluff routinely and
comfortably interact with the residents of their local Local Protection
communities, much to outsiders consternation and con-
fusion. In a typical day they may stroll the ward, speak Foreigners who attack a lesser legate will receive
with dozens of individuals, pay social calls to the sick no support from the local population. Locals go out of
and injured, and bring complaints against both orcs and their way to protect their legate. Should the legate suf-
local bravos to the city guard. fer a lethal accident, there are some who will do their
A lesser legates activities fall into three basic cat- best to hunt down the perpetrators. This unusual protec-
egories: providing clerical services, acting as a liaison tion comes from several sources. First and most impor-
with the local authorities, and resolving specific kinds of tantly, the locals know it could easily become much
local disputes. Additionally, they watch for evidence of worse. The lesser legates are a known evil, and frankly
illegal magic and try to discover the extent of the local not that bad compared to their compatriots. Second, and
resistance. more obviously, many of the locals in a given ward
All three of these basic categories cloak the occu- depend on the lesser legate for favors. In the past he
pations iron fist. The lesser legates do not have to heal likely healed their children, found food for them, inter-
the sick and injured. Nothing in their commandments vened with the orcs and the city guard before they
from Izrador forces them to take up a locals side against burned down stores, and performed a host of other, sim-
orcish brawlers. However, by performing these services, ilar deeds. The legate, regardless of his affiliation, is a
they build up a store of influence that they can use for member of good standing in the community and has the
their own advancement. Also, and perhaps more impor- protection afforded to such.
tantly, these overtures of supposed kindness create a Third and finally, the Fallen Court long ago issued
unique sense of acceptance of the dark god, and some of a standing order: lesser legates who do not cause trouble
the recipients of their help have begun to believe that the are not to be harmed. The Court requires stability in
human race could do worse than to worship him. Badens Bluff. The lesser legates provide that stability at
the relatively low price of a handful of souls every year.
If, however, the lesser legate allows his taste for cruelty
Paying for services or his depraved desires free reign, the resistance deals
The legates only serve those who live in their with him in short order.
wards. They do not traffic with foreigners or outsiders
unless asked to do so as a special favor by one of their
flock. Nor do they charge for their services; at least,
Higher Echelons
not in the sense of demanding goods or service in imme- The greater legates (those higher than 6th level)
diate exchange. spend their time either interfacing with the Shining Court
Instead, when a legate intercedes on the part of his or practicing politics with their fellow legates in the Order
flock, whether magically or legally, he requests a lesser of Shadow. It is upon achieving this higher status that
or greater favor from the recipient, to be named in the legates may be inducted into the Devout or the Cabal, the
future. A legate requests a lesser favor when he can per- major factions in the Order. These powerful, corrupt indi-
sonally solve the problem. A lesser favor usually viduals spend little time worrying about the local resist-
amounts to one of the following: a day of public service, ance unless it does something to attract their attention.
information about the doings of one person named by Badens Bluff plays host to a variable number of
the legate, an agreement to attend Izradors rituals on a greater legates, depending on both the Shadows needs
date named by the legate, or an offering of and Sunulaels whims. Currently around 40 legates of
food/items/equipment no greater than the legates needs 6th level or higher feast on the Bluffs bounties, though
for one week. the exact number remains a mystery.
When the legate must call upon the higher eche-
lons, he calls for a greater favor. Greater favors include
but are not limited to: one week of public service, an The Legates and the Shining
offering of food/items/equipment no greater than the Court
legates needs for one month, long-term information
(one year or longer) about one person of the legates The greater legates see the Shining Court as an
choosing, or the betrayal of a friend. amusement, a pack of animals who need to guided if
they are to perform appropriately. They leave the false

nobles to their games and intrigue until they have need takes a second Gather Information check, this time with
of the courts approval for some official order, at which a DC of 30.
point they expect instant obedience. Those orders pri- The lottery gathering shifts place from month to
marily consist of commands to gather sacrifices, engage month. Those who find it, whether invited or not, must
in a specifically requested public service, or fetch a spe- write their names (or, for the illiterate, have their names
cific person. Should the court fail, legates feel free to written for them) on a wooden blank when they enter.
display their displeasure though various creative means. The guards pile the marked blanks into a bowl crafted
Only Cerano, the high legate, remains among the from a grinning skull of remarkable size. At midnight a
count and his Shining Court for any length of time, stand- masked legate appears. He draws forth two names, plac-
ing out like a drab crow amongst all the finery and flash ing them face-down on an altar and marking one with a
affected by the courtiers. Publicly, he maintains the peace golden coin, the other with a chip of human bone. The
and defers to the count on minor matters. Privately, the lottery participant whose blank was marked with a gold-
high legate would happily stretch the entire ignorant lot en coin receives good fortune in the form of magical
on the altar if he could find decent replacements. assistance from the Cabal. The other must give himself
Occasionally one of the lesser legates petitions the up as a sacrifice.
Order to back some kind of public work: road building, Only desperate people attend the lottery, and
fire control, or disease or famine relief. If Cerano sees everyone who is invited has something that the Cabal
an advantage in the work he will order the Shining Court deeply wants or needs. Those who go find themselves
to mobilize a work force, with levies drawn from the entranced by the promise of power; even if they do not
lesser legates accumulated favors. win this time, there always exists a chance that they will
the next. Needless to say, the results of the lottery and
the addiction to it are magically influenced by the
The Devout and the Cabal legates powers.
The Order of Shadows monolithic faade hides an
organization riddled with the worst kind of internal poli-
tics. The two strongest factions, the Devout and the
Cabal, have found the relative peacefulness of Badens The Bastard
Baden and
Bluff a perfect venue for the expansion of their hostilities.
The Devout, ever loyal to their master Sunulael,
maintain the rites and rituals. They form the bulk
(roughly 75%) of the greater legates in the city and its
surrounds. Many work to expand their knowledge of
necromancy, sometimes even going so far as to bring
residents up to their laboratories for further study.
His Shining
Court
The Cabal, meanwhile, think of the Devout as
betrayers of their dark lord Izrador. To retain their own
power base, they have done the unthinkable: established
a second black mirror to compete with the energy drawn
from the principal mirror in the Crown. Various monsters On his 21st birthday the bastard Helrion Baden
and undead, many the remnants of their sacrifices, guard took his place on his great grandfathers throne. While
this hidden location in Hearthhome. Since the legates legitimately a prince of the realm, Helrion was only
continue to serve Cerano in the Crown, they spend a granted the title of count (both as a way of appeasing the
great deal of their time moving back and forth between other traitor princes in the area and as a means to keep-
their own mirror and the official one they must serve. ing the youths yearning for power in check). At his
Members of the Cabal answer the majority of less- right hand stood Cerano, the legate responsible for his
er legate requests, even though they make up only 25% creation and upbringing. At his left stood a warrior of
of the higher echelon. This subtle but efficient organiza- Shadow who had acquired the title and lands of the now-
tion gives the Cabal access to the influence networks fugitive Duke of Dalmark. Before him knelt the debris
established by lesser legates regardless of their loyalties, accumulated over eighty years of capitulation and coop-
something the Cabal uses to its advantage to offset its eration. The young count promised a new age for his
smaller power base. people, an age in which the residents of the Bluff and the
victorious forces from the north would rise together in
mutual glory and prosperity.
The Lottery Twenty years later, the Bastard Baden and his
court continue to amass influence. They dispense petty
The Cabal also runs a very secret gamble: a baubles and guest rights with all the pomp and ceremo-
monthly lottery. Finding out about this lottery unless ny of a true court, though none of it truly represents any
specifically invited by a Cabalist legate requires a DC power. Sometimes they mark the passing months with
25 Gather Information check. Finding the location itself

daylong parties. Everyone with access to the events
makes an effort to catch a bit of the largess they dis-
pense at such gatherings.
Despite appearances to the contrary, the court
does pursue an agenda beyond simple self-gratification.
A desire for real power burns in Helrions veins. He
wants more than just amusements. He yearns to see
more than just grudging acceptance in the eyes of his
subjects and mockery in those of the legates. He wants
power, real power, and the freedom to use it.
Helrion will let others pay any price in order to
gain that power. Those closest to him know this; they
also know that his blood gives him the potential to sway
the local populace against the Fallen Court and whoev-
er leads them. The interplay within this inner circle cre-
ates constant opportunities for lesser individuals to
achieve their own goals.
Politics and Factions

Helrion Baden and his friend and mentor Werner
Dalmark stand at the center of the Shining Court.
Around them swirl countless sycophants and a bare
handful of effective men who, if given the opportunity,
could amount to something. The court also contains
numerous representatives from the Shadows occupa-
tional government, various legates come to formally
request permission for activities in the city, and delega-
tions from other false courts in both northern and south-
ern Erenland.
When not engaged in malicious gossip, the syco-
phants amuse themselves by supporting sporting events,
including both horse racing and bear baiting. These
amusements can quickly turn deadly: idle minds can ter high justice. In practicality, the administrators in the
place life or death importance on the outcome of a sin- Kingshand control all of these, pausing only occasional-
gle race. ly to get approval from the court after the fact.
The army officers, for whom true trouble is a However, the court still hands out awards for var-
flaming elven arrow in the eye, generally regard court ious tasks well done. With the general devaluation of
duty as a meaningless lark. They change their tune, precious metals and gems, these rewards have gone
though, when another shipment goes missing or pieces from tasteful decorations to ostentatious displays
of a supply barge wash ashore. Then they demand the designed to attract the eye. The court spends hours each
count do something to control the resistance before they day rewarding men and women for everything from
level the city. It is, as everyone knows, an idle threat for inventing new prayers to Izrador to keeping order in
now: Badens Bluff provides too much in the way of an otherwise peaceful area. These tokens of the courts
logistical assistance to burn out of hand. regard start with something as small as a bracelet of
Finally, the various diplomats and courtiers from solid gold and increase in size and gaudiness from there.
the other courts spend a great deal of their time drinking Helrion does not seem to have a method for handing out
wine and playing at making treaties. They know, just as tokens, or at least not a comprehensible one.
well as the resistance, that nothing can occur in In fact, Helrion is not so shallow or debased as he
Erenland without the Shadows will. So they go though would have his legate handlers believe. He rewards his
the motions, gathering false honors from their home people in such a way as to increase their sense of com-
courts and making mountains of meaningless treaties petition with one another, thereby increasing the per-
with equally powerless potentates. ceived value of the rewards in a constant cycle of infla-
tion. His court sycophants build rivalries in fits and
starts while he fans the flames of resentment when he
The Courts Powers can, all the while keeping any potentially dangerous
contenders off balance and any useful servants willing
The court has, in theory, a vast number of powers to please.
ranging from control of taxation to the right to adminis-

The Orcs and the City Guard
The court maintains a standing force of 300 armed
men. These thugs play soldier, dressing up and wander-
The Baden
ing around the city in large packs on frivolous patrols.
They rarely stray too far from their barracks for fear that
they might attract the attention of the orcs who are sta-
Resistance
tioned throughout the city, the Badens assassins who Many of Erenlands nobles fought to the last,
might be tempted to fire a crossbow bolt from the shad- capitulated, or went into hiding when the Shadow in the
ows, or even the thugs and gang leaders of the Steeps. North fell upon the land. Of these last, most fell to
The armys orc patrols do little better. They travel where treachery or despair shortly thereafter, scattered and cut
they wish and may take what they like, as is the case in off from the feudal structure that once gave them
any city occupied by the Shadow; but those orcs who strength. The former masters of Badens Bluff had long
engage in senseless brutality, wanton murder, or other- been prepared for their defeat, however. When the time
wise egregious acts of violence are likely to disappear, came, the entire court from the king to the least knight
washing up on the docks days later as bloated corpses laid down their tabards and vanished into the crowds of
or, worse, as Fell. The orc commanders who lose such their loyal subjects. When the Shadow came upon them,
troops occasionally attempt a widescale retaliation or it found no sign of their presence. No sign, that is, save
cleansing of an entire district, but the resulting interrup- for the promise on the kings tower. There, the legates
tion of troops and supplies inevitably affects the war discovered a dagger driven into the heart of Izradors
effort in Erethor. This causes the Fey Killer to send symbol.
strongly worded missives to the Order of Shadow, That dagger served as both prophesy and curse. It
which in turn result in punishment for the offending foretold the power of the Badens Bluff resistance, its
officer corps. tenacity and dedication. It also might be interpreted as
symbolic of the results of the resistances efforts: though
the defenders of light strike true, the Shadows heart
continues to beat in its cold, dark chest.
Other resistance fighters admire the Badenss
apparent freedom to strike back against the oppressors.
Nowhere else in occupied territory does a group so
effectively defy the Shadows forces. What others do
not see are the constant sacrifices the Badens must make
to achieve such freedom. Some of that sacrifice comes
in the form of personal hardship or death; some comes
at the cost of ones morals or ones soul.
Restraint is, in fact, the most important aspect of
the Badenss efforts. They continue to exist because
they do not attack whenever they can. They might, were
they to pull in all of their favors and motivate all of their
people, even manage to take the Bluff itself in armed
conflict. But such an act would be ultimately pointless,
as the full weight of Jahzirs forces would descend on
the city in retribution, regardless of Sunulaels custodi-
anship of the city. The major players on both sides
understand this arrangement and live by it. Those who
refuse to, be they of the Shadow or on the side of free-
dom, quickly become the sacrifice that preserves the sta-
tus quo.
Organization
The Badens Bluff resistance is organized around
the remnants of Fredrick Badens feudal court. His great
grandnephew, Tomas Baden, accepts the loyalty oaths of
the nobles who survived the citys occupation. These
nobles, in turn, organize cells of knights who take the
oaths of the common people.

The people take their oaths seriously. Many would value, the library is the greater prize. It contains almost
die rather than betray the Badens trust. All would kill, 100 years worth of observations about the Shadows
or at least help those with the skills kill, or engage in any current tactics and logistical arrangements, information
sabotage they can think of. Orders flow down from a visionary leader could turn into a detailed strategic
Tomas through his inner circle and to the other resist- plan capable of starving the Fey Killers armies into
ance members. News and reports flow upwards, along submission.
with what tribute the soldiers can spare.
Badens
Within the city, the insurgents know only the
members of their cell and the knight to whom they
swore an oath, and he only knows his peers and the
noble to whom he swore an oath. Each tier of the resist-
ance meets in small groups at irregular intervals; any
one of these members might secretly be one of Tomass
inner circle of lieutenants and trusted agents.
Bluffs
The Fallen Court is the only truly organized land-
Operations bound resistance network in Erenland. Anyone else
fighting against the Shadow either does so from the Sea
Within the city limits, the Fallen Court brutally of Pelluria, is part of an independent cell, or fights under
maintains the uneasy status quo. It punishes servants of the loose supervision of one of the rebel heroes of the
the Shadow who are left out to dry by their masters. It age, like Roland and his riders. A fortuitous combination
makes life miserable for orcs who become lost in the of circumstances and forethought have given the Badens
wrong parts of town or let their violent natures get the a working command structure, loyal agents, consider-
best of them. At the same time, the courts cells leave the able supplies, and an intact network extending as far as
firmly entrenched legates alone, allow most orcs to go the southern Sarcosan horse-steppes.
about their normal patrols and demand their tithes, and The self-deposed rulers put these resources to
even help the legates hunt down serious troublemakers. work almost immediately upon their descent from the
Under this veneer of calm the cells of the Fallen throne. Now they manage many separate operations,
Court work at a fevered pace. Tomass inner circle gets ranging from gnomish smuggling to complex exchanges
reports from hundreds of field agents, manages dozens of involving corrupt legates and forgotten captives. Their
safehouses, and maintains caches of materials as far south activities rely on an ever-widening network of inform-
as Drumlen and as far north as Davindale. They also ants, rogues, and neer-do-wells pressed into service by
attempt to coordinate the activities of scattered resistance desperation and achieving levels of heroism they never
groups, sometimes orchestrating strikes involving a half- thought themselves capable of. Among the Fallen
dozen organizations. Courts greatest accomplishments have been the estab-
Outside of the city, Baden agents move though the lishment of caches and safehouses throughout Erenland.
land like smoke. They carry messages, locate people
who require assistance from gnome smugglers, identify
weaknesses in the Shadows forces, and generally stay Avenging Knives
out of trouble. Occasionally one will stay in place long In all of Erenland, no organization dares dream
enough to train a few resistance fighters, but usually to what the Avenging Knives of Badens Bluff have begun
stop is to die. to do. They stand on the front lines, murdering traitors
and orcs alike. They burn supply trains, sink ships, free
Holding Court in the Sewers slaves, and fight the good fight. The permanent residents
of the city treat them like lepers, warding them off lest
Tomass informants and connections normally they bring down the Shadows wrath, but the Knives do
interact with him in the anonymous safety of the fishing not care. They would happily sacrifice their own
fleets on the Sea of Pelluria. However, a more formal wretched lives, as well as those of any who are near
organization of his men has a home deep in the Snarl, the them, for a brief, shining moment of honor. Ironically,
collection of sewers and unused tunnels beneath Badens despite their ideals, these reckless warriors are the
Bluff. Tomass inner circle meets there once a month to Badenss worst enemy.
discuss current events and assess their operations. Overtures by Tomass messengers have fallen on
During these meetings they also meet ambassadors from deaf ears. The leader of the band of Knives, one Jen
other organizations and reward those who have served Almasi, long ago lost everything he cared about, and is
the resistance well. Tomas himself never appears at these himself no longer under the control of his superiors out-
meetings, as the risk of betrayal is too high. side of Badens Bluff. To him, Badens Bluff is just one
The Snarl is also the resting place of the accumu- in a long string of places for him to take his war to the
lated reports of the resistance and the ancestral arms of Shadow. His overt methods and daring raids have begun
the Baden family. Though the arms hold great symbolic to attract the attention of the less patient residents of the

city; some of the citys foreigners, whether newer Dorns an extremely important member of the resistance move-
from the north or down-on-their-luck Sarcosans and ment. She is also a legitimate businesswoman.
Erenlanders, have begun to offer aid and cover Almasis Ebore quietly slips extra cargoes in and out of
tracks. Each time the Knives perform a strike, they care- Badens Bluff but she does not take unnecessary risks.
fully clean all of the evidence. So far, they think it has Anything that draws attention to her involvement with
been enough. smuggling makes her life more difficult, so she is
They are wrong. unlikely to assist those who just casually ask for assis-
The Badens easily tracked the sites of several of tance. If approached properly, i.e. though the Badens or
their kills back to the Knives hideouts, and know that if the gnomes, Ebore will be far more cooperative. Her
they can do it, the Order of Shadow can do so as well. warehouse clears goods from the elves, the pirates, and
To attempt to keep an eye on these dangerous mavericks even the dwarves in the east. Common items and normal
and to clean up any messes they may bring upon the weapons can be easily acquired on short notice. More
city, Tomas has assigned his most trusted and capable exotic items, especially ones of elven manufacture, may
killer, Victor Fausebender (Male Dorn Defender 15). take up to six weeks to arrive, and even then will only
The Badens are right to fear the Knives overt aggres- be available if Ebore is sufficiently convinced of the
sion, for it has attracted the attention of Sunulael him- askers needs and loyalty.
self. As Fausebender watches from within the organiza-
tion on behalf of the Badens, a creature known only as
Gorse watches on behalf of Sunulael himself. Gorse
The Gnomish Smugglers
appears to all eyes as if he were a ragged, dirty, but qui- Gnomes pass through the citys harbors every day.
etly intelligent Erenlander. In fact, he is a dead man They come in such numbers and frequency that the orc
turned into something very much like a lich. Among his guards barely even register their existence. This is a
powers are the supernatural ability to mask himself from very good thing from the gnomes point of view, since
detection spells, to take on the appearance of a normal, roughly half of the ships carry some kind of contraband.
living human, and to communicate telepathically with Some of the contraband comes from private ven-
his master. Sunulael has bid him wait, hoping that the tures among the various gnomes. A majority, however,
Knives actions will eventually uncover the heart of the comes at the request of the Fallen Court, either to meet
Baden resistance and betray them all. Meanwhile, if a specific need or to prepare for long-range plans. These
Gorse can quietly steer the Knives toward targets of later shipments are coordinated though Delwen
opportunity that Sunulael would like to see killed Todorich (Male Gnome Rogue 5/Smuggler 5 [AtS or
(legates of the Cabal, for instance), so much the better. M2E]), a smuggler whose long history with Ebore
Arbter makes him particularly well-suited for the role.
Smugglers and Rogues Approximately once every fortnight the gnomes
put on a market for individuals interested in something
The Fallen Court expects and receives consider- more than turnips. They vary the markets location and
able assistance in Badens Bluff. In the outside world, timing so as to prevent the authorities from intervening.
however, they must depend on somewhat less reliable Though finding the market can be a challenge (DC 20
allies. These include smugglers, pirates, and others who Gather Information check), it is one of the few places in
profit in some way from the Shadows dominion. Erenland that resistance fighters can acquire not only
The Fallen Court prefers to deal with individuals their standard stock items but also magical devices and
who represent large, or at least relatively well-estab- professional advice. In some circles, the market is even
lished, groups. Their tolerance for independent opera- more famous than the Baden resistance itself.
tors vanished long ago; an individual has too little to
lose. They like the predictability and, more importantly, The Pirate Princes Late
the planning a large covert organization must engage in
to survive. The gnomish smugglers and the Pirate Representative
Princes of the Sea of Pelluria stand foremost among
The Pirate Prince and the Baden resistance work
these organizations, though they have some contact with
closely together in order to secure their mutual interests.
Sarcosan freeriders in the south as well.
This cooperation extends far past logistics and supply.
The two groups have engaged in more than one joint
The Local Connection operation, inflicting massive damage on the occupation
forces.
The Badens mask their traffic under the streams of In order to foster even closer relations, the two
legitimate traffic moving in and out of Badens Bluff. groups have recently exchanged formal ambassadors.
Since a significant percentage of this traffic flows The Baden ambassador, safe in the pirates stronghold,
though the warehouse owned by Ebore Arbter (Female has already made inroads in smoothing out communica-
Erenlander Expert 5/Smuggler 3 [AtS or M2E]), she is tions. The pirates ambassador, however, ran into some-

thing foul shortly after arriving in the city. Only one of ished few could arm a small army. The Badens stocked
his group survived. several of these latter caches during the last days of the
That man, who was a less-than-courageous body- war, but such activity stopped soon after for fear that
guard for the true ambassador, is called Reidar they had grown too large for the Shadow not too find or
Thorolfson (Male Dorn Fighter 2/Rogue 1). He has been too tempting for foolish insurgents not to use. Prince
installed in an anonymous room in an inn near the Worm Tomas has considered ordering the creation of more
Docks. Right now the Badens are investigating the such fully equipped caches, particularly in the suppos-
ambassadors death. If, as they suspect, the pirate died edly vanquished north where rumors of a resurgence of
due to attracting legate attention, they will hand Reidar the old ways have begun.
over to their foes rather than risk exposing their own Safehouses, on the other hand, appear almost
involvement in the affair. entirely in settlements, whether large or small. A minor
safehouse may consist of nothing more than a hollow
space in the cellar of an inn. More elaborate arrange-
Caches and Safe Houses ments, including rooms rented for years and even entire
farmsteads located on the outskirts of major cities, also
From the beginning, the Badens knew they would exist. All safehouses rely on anonymity for their protec-
need outside assistance to throw off the Shadows tion. Should the Shadows forces find one, those who
chains. As the rest of Erenland burned in heroic last tend it are under standing orders to retreat rather than
stands, they prepared agents and sent them into the attempt resistance. Real-estate, even secured, is far more
world. When local leaders fell before orcish blades, readily available than competent agents.
Baden agents moved in behind the waves of troops,
securing what they could and destroying whatever they
couldnt. In time, they established the caches and safe- Accessing a Cache or Safehouse
houses that now allow for widespread guerilla warfare
throughout Erenland. The Badenss busy efforts over the last century
Unfortunately, the rest of the world remains resulted in the creation of more caches than they can
unready for large-scale coordinated action. The Shadow keep track of and a network of safehouses so deeply pro-
presses down heavily on those who cannot bend their tected that no one in the network knows where more
necks under the yoke. Daring is as dangerous a tenden- than a handful of them are. Even Tomas Baden, the
cy as despair, and many resistance leaders rush to their leader, refuses to study the matter too carefully. He often
own demise when, unable to watch as others suffer, they says that should he die or be captured, the resistance
force themselves into bold, brave, but ultimately could continue, but the loss of the resistances resources
doomed last stands. Until these dangerous heroes learn would spell the end of hope.
to plan beyond the immediate moment, the Badens will Rather than prepare every cache and safehouse
continue to reserve the use of these valuable resources available to the Baden network, DMs should assume that
for their own agents. there is a chance for a trained Baden agent to find
resources in any locality. This chance is based on where
the agent is and what he would like to find. For example,
What are they? a Baden agent could probably find a small cache with
some miscellaneous equipment in it anywhere in
Caches and safehouses represent two types of Southern Erenland. Finding a cache containing a greater
logistical preparation that the Badens engage in as a charm with a sanctuary effect or a safehouse with a three-
matter of course. Caches contain resources, including person intelligence staff takes a bit more luck and skill.
but not limited to weapons, armor, herbal preparations, In order to use the rules below a character must
charms, and travel supplies. Conversely, safehouses have the Fallen Courtier feat, described on page 59. The
rarely contain much in the way of equipment. Instead, following steps are taken when an agent attempts to
they provide an insurgent on the run with a relatively access a cache or safehouse:
secure haven from which he can continue on his opera- 1. PC specifies attributes desired.
tion after the heat dies down or his wounds heal. 2. DM determines whether or not the cache or
The Badens deliberately locate their caches in out- safehouse exists.
of-the-way locations, often in dangerous wilderness, 3. Awareness: PC must succeed at a Knowledge
that are unlikely to be stumbled upon by chance. Most (local) check to determine whether or not he
of them consist of little more than a secured box or hid- knows of such a cache or safehouse. The DM
den nook containing the bare essentials for a working rolls this check secretly, and if the PC fails, he
agent. Some contain more substantial resources, includ- may not try again in that location until he gains
ing updated profiles of local legates and blind drops for more ranks in Knowledge (local).
communicating with the leadership back at Badens 4. Discovery: PC must succeed at a Search check
Bluff. A small but growing number contain enough (for caches) to discover the caches precise
resources to equip an entire strike team, while a cher- location, or a Gather Information check (for

safehouses) in order to arrange a meeting with determine the modifiers to that DC, as shown on the
the safehouse contact. The DCs for these tables on page 43.
checks are the same as the awareness check to
determine the if PC knows of the cache or safe-
house. The DM rolls this check secretly. If the
Awareness and Discovery DCs
PC fails in a Search check for a cache, he may
(based on location)
try again or even take 10 or take 20, though
doing so is likely to attract unwanted attention. Geographic Location Knowledge DC
If the PC fails in a Gather Information check, Badens Bluff 10
he has exhausted all of his local resources; he Erenhead 10
may not try again in that location until he gains Central Erenland 15
more ranks in Gather Information. Sea of Pelluria, Southern Coast 15
5. Access: PC must successfully gain access to Sea of Pelluria, Northern Coast 20
the cache or safehouse. Eastern Erethor or Aruun 20
Northland Erendland 25
Determining Existence Southern Erenland 25
The DM is of course the final arbiter on whether Kaladrun Mountains 25
or not a cache or safehouse exists in an area and what Non-urban +5
contents or support it may offer. DMs who are not lean-
ing one way or another may make a random roll to
decide if the sought-after location exists. This roll is
always made in secret, and players should not know
whether a cache or safehouse exists or not until they
spend the time to find it. Accessing a Cache
Two factors influence this roll: the Badens stance Once the agent locates the cache, he must open it.
in the area and how often the agent has accessed caches Badens generally protect their caches with complex
or safehouses in the area. See the table below. puzzle locks (requiring a cipher to open) and traps
designed to disable those who foolishly poke their hands
in where they do not belong.
If an agent attempts to access a cache while on a
Chance of Cache/Safehouse Existence mission for the Fallen Court he may, at the DMs dis-
cretion, have received the cipher for the caches he was
% Chance Sample Areas Badens Shadow likely to need. In this case he does not have to make any
80% Badens Bluff Active Weak skill checks to open the cache.
60% Erenhead Active Strong If the agent does not possess the appropriate
40% Hallisport Inactive Weak cipher he must make a Decipher Script or Open Locks
20% Bastion Inactive Strong skill check with a DC equal to the caches discovery
DC. Failure may activate a trap (CR equal to the dis-
Other covery DC minus 10; a CR of 0 means there is no trap).
10% Each time the agent has successfully It also causes the lock to stop responding. The trap may
accessed a cache or safe house in this be searched for and disabled, or the lock may be broken
location during this arc. or forced, using the appropriate skills; each such check
has a DC equal to the discovery DC of the cache.
Accessing a Safehouse
Once an agent has met a safehouse contact, on the
Awareness and Discovery other hand, he must present the appropriate credentials
in order to be led to the location. If his Baden masters
The DC for the skill checks required to know of a expected him to call on the safehouse they may, at the
a cache or safehouse and to uncover it depends on both DMs discretion, have given him the correct recognition
the location (which will generally be the agents current codes. In this case he does not have to make any skill
whereabouts) and the contents or services the agent checks to prove his identity.
hopes to find. The agent tells the DM what contents or If the agent does not possess the appropriate cre-
services he hopes to find; the DM then determines the dentials, he must make a Diplomacy check with a DC
total DC for both the awareness and discovery checks equal to the safehouses discovery DC. Success indi-
and rolls secretly. The table below provides the base cates that he has proven his identity. Failure indicates
DCs based on location, while the agents requirements that the contact does not trust him, and will try to escape

Awareness and Discovery DC Modifiers
(based on cache size)
Size Modifier # of items Sample Amounts*
Small +0 1 5 days food, 10 arrows, 5 daggers, healing kit
Medium +5 2 10 days food, 5 short swords, 3 light shields, 1 suit of studded leather
Large +10 4 20 days food, 5 longswords or longbows, 1 chain shirt
Huge +15 6 30 days food, cart, small boat, 5 greatswords, 3 heavy shields
Gargantuan +20 10 50 days food, wagon, large boat, 3 suits of chainmail
* Each of these amounts counts as one item, of which there can be several in a single cache. For instance, a
small cache is large enough to contain 5 days of food, or 10 arrows, or 5 daggers, etc. A medium cache may
contain 2 of the items listed under sample amounts, or twice that number of items from the previous cache
size, so it might have 20 days of food, 10 days of food and 5 short swords, 3 light shields and 10 daggers,
and so on.
immediately. The agent may not try

again until he has gained additional
skill ranks in Diplomacy. Even if he Awareness and Discovery DC Modifiers
trails the contact, she will not lead (based on cache contents)
him to the safehouse and will do any-
thing possible to keep its location Equipment or Items DC Modifier
secret. Miscellaneous non-masterwork equipment +0
Specific non-masterwork equipment +2
Minor charms or herbal concoctions +4
Example Lesser charm +8
A Baden agent on the run needs Greater charm or masterwork item +12
to resupply quickly during a mission Minor magic item +16
in the Westlands of Central Erenland. Local intelligence reports (1d6 years old)* +0
He does not want much, just a hand- Local intelligence reports (1d6 months old)* +5
ful of herbal preparations and food so Local intelligence reports (current)* +10
he doesnt have to pause to hunt or
steal. He decides to look for a small *Intelligence reports contain information current as of the reports
cache. Since he is in the Westlands, time frame about the Shadow forces and resistance efforts (Baden
the awareness check (using and non-Baden) within a 30-mile radius of the cache.
Knowledge [Central Erenland]) is
DC 15 (15 for the location, +0 for
cache size). His request for herbal Awareness and Discovery DC Modifiers
preparations rather than just the (based on level of safehouse support)
standard small cache contents means Support Modifier
that the discovery check (using Location protected from divination +10
Search) is DC 20 (15 for the location, Location defended from search (DC 20) +5
+5 for the cache contents). Location defended from search (DC 25) +7
Location defended from search (DC 30) +10
Safehouse is in a rural area +10
Secured courier drop every 2d4 days +5
Staff of one commoner (Com 3) +2
Staff of one healer (Exp 3) +5
Staff of one sage (Hermetic Cha 3) +10
Staff of one Baden agent (Rog 5) +10
Room for up to five people to stay +2

CHAPTER FOUR
Heroes and Villains
The following personalities call Badens Bluff bastard sword, masterwork heavy steel shield, circlet of
home. Some come from unique backgrounds. Others persuasion, cloak of protection +2, courtiers outfit.
arise from the circumstances attendant on the Shadows
dominion and could easily be used as templates for sim- When he draws himself up to his full height,
ilar character types. Helrion Baden stands well over six feet tall. His solid
The names and background information presented strength and devilishly handsome good looks combined
in this chapter are closed content. The stat blocks are with blowing blonde hair and steely-gray eyes make
designated as Open Game Content. him look like something out of legend. However, his
appetite for luxuries, lack of moral courage, and will-
Villains
ingness to sacrifice others to his greater glory reveal him
to be a man of his times.
In other, more settled, circumstances Helrion
would never have come to the Baden throne. Though he
has the honor of being the eldest son of Prince Tomass
aunt (and therefore the great grandson of Fredrick
Helrion Baden Baden), his birth was less than legitimate. In fact, ugly
rumors swirl around his birth, including the possibility
The Bastard Count of rape or even a forced breeding program run by a
legate.
Male Erenlander Aristocrat 6/Fighter 4: CR 7; Whatever the case, Helrion was born and trained
Medium human (6ft. 4 in. tall); HD 6d8+4d10+20; hp to rule over Badens Bluff. He knows how to use his
69; Init +5; Spd 20 ft.; AC 23 (+1 Dex, +8 masterwork blood to impress the people of his court. He also knows
full plate, +2 masterwork heavy steel shield,+2 cloak of how to fine-tune a gift so that it elicits envy in those who
protection), flat-footed 22, touch 13; Base Atk +8; Grp see it. This later skill he uses to set courtiers against one
+9; Atk +12 melee (1d10+3, masterwork bastard another and to manipulate the various guards, army offi-
sword); Full Atk +12/+7 melee (1d10+3, masterwork cials, government officials, and other power brokers
bastard sword); SQ Erenlander traits; AL NE; SV Fort who truly run the city. He never speaks of his early years
+8, Ref +4, Will +5; Str 12, Dex 13, Con 14, Int 15, Wis or of his plans for the future. Instead he turns every con-
8, Cha 16. versation to what he might, perhaps, be able to do for the
Skills: Bluff +17, Craft (brewer) +5, Diplomacy person he talks to. These evasions serve to prevent peo-
+21, Forgery +9, Handle Animal +11, Intimidate +19, ple from gaining any handle on what he truly wants;
Ride +7, Sense Motive +14, Spot +4. when no one knows what you desire, he figures, no one
Feats: Combat Expertise, Deceitful, Exotic can manipulate you.
Weapon Proficiency (bastard sword), Improved Though Helrion may occasionally seem shallow
Initiative, Leadership (Leadership 13), Persuasive, Skill and ineffectual, his desires are anything but. The bastard
Focus (Sense Motive), Weapon Focus (bastard sword), count remains focused on one goal: absolute domination
Weapon Specialization (bastard sword). of the southern coast of the Sea of Pelluria. The exact
Languages: Courtier, Erenlander, Norther, and shape of his plans has not yet unfolded in his mind, but
Orcish Pidgin. he is absolutely sure it will be brilliant.
Possessions: Masterwork full plate, masterwork
44 Chapter Four: Heroes and Villains

about the possibility of ruling the southern coast of the
Werner Dalmark Sea of Pelluria.
However, Helrion has become fickle in his
The Pretender of Dalmark power, and Werner must tread carefully lest he
become a victim of the Bastard Counts
Male Erenlander Fighter manipulations. Indeed, now he realizes
6: CR 6; Medium human (6 ft. the danger of his little game: his cre-
tall); HD 6d10; hp 33; Init 1; ation stands ready to challenge the
Spd 20 ft; AC 17 (1 Dex, +8 very forces that gave him life.
masterwork full plate), flat- Though Helrion may think of
footed 18, touch 9; Base Atk +6; Werner as indispensable, the
Grp +9; Atk +11 melee (2d6+6, seasoned warrior knows better.
masterwork greatsword); Full He now lives in fear of what
Atk +11/+6 melee (2d6+6, Helrion will do next, even
masterwork greatsword); SQ though he cannot stop it.
Erenlander traits; AL LE; SV
Fort +5, Ref +1, Will +3; Str
16, Dex 8, Con 11, Int 10, Wis
9, Cha 15.
Cerano
Skills: Handle Animal
+10, Jump +7, Intimidate +11, High Legate of
Profession (merchant) +4, Ride Badens Bluff
+9.
Feats: Cleave, Improved Male Dorn Legate 15:
Bull Rush, Improved Sunder, CR 15; Medium human (5 ft. 8
Iron Will, Leadership, Power in. tall); HD 15d8; hp 67; Init
Attack, Quick Draw, Weapon +1; Spd 30 ft. (20 ft. armored);
Focus (greatsword), Weapon AC 15 (+1 Dex, +4 magic vest-
Specialization (greatsword). ment), flat-footed 14, touch 11
Languages: Erenlander. or 25 (+1 Dex, +12 magic vest-
Possessions: Masterwork full ment-enhanced full plate, +2
plate, masterwork greatsword, large shield), flat-footed 24,
courtiers outfit. touch 11; Base Atk +11; Grp
+11; Atk +13 melee (1d8+1, +1
Werner Dalmark may wear full plate, unholy longsword); Full Atk
wield a greatsword, and pretend to be a noble from the +13/+8/+3 melee (1d8+1, +1 unholy longsword); SA
old Dornish lines, but his broad face and dark hair spells; SQ Astirax companion (+3 HD), Dorn traits,
betray his true origins. The son of a farmer, he made his rebuke undead 9 times/day; AL NE; SV Fort +10, Ref
way up through the army to become the puppet ruler of +6, Will +13; Str 10, Dex 12, Con 10, Int 12, Wis 18,
Badens Bluff a little over 10 years ago. Then, after his Cha 14.
great victory, Cerano pulled Helrion from some dark Skills: Concentration +18, Intimidate +20,
hole to replace him. Knowledge (religion) +19, Spellcraft +19.
The then 40-year-old Werner, now demoted to an Feats: Craft Magic Arms and Armor, Empower
estate that once belonged to a duke called Dalmark, Spell, Enlarge Spell, Extend Spell, Extra Turning, Forge
spent a few years away from court sulking on his estates Ring, Spell Focus (necromancy).
and beating his serfs. Eventually, though, he drifted Languages: Black Tongue (literate), Erenlander,
back to Badens Bluff. There he found the court in chaos Norther (literate), Orcish (literate), and Traders
and Helrion carefully manipulating things to keep it that Tongue.
way. The subtleties of Helrions manipulations took Possessions: Masterwork full plate, large steel
Werners breath away. He watched in delight as the shield, +1 unholy longsword, ring of mind shielding,
younger man played even hardened legates like instru- ring of spell turning.
ments. Those same skills, if honed and directed, could Prepared Spells (6/6+1/6+1/6+1/5+1/4+1/3+1/
radically change the world in the hands of a man with 2+1/1+1, base DC 14 + spell level): 0detect magic
some real ambition. x2, guidance x2, read magic x2; 1stcurse water x2,
So Werner set out to instill that ambition in the command x2, detect good, magic weapon*, shield of
young count. He succeeded, giving Helrion a sense of faith; 2ndaugury x2, death knell, desecrate, identify*,
purpose and a broad ambition far beyond that instilled shatter, zone of truth; 3rddispel magic*, extended
by his legate foster parents. Unbeknownst to Helrion, it enthrall, extended resist energy, invisibility purge x2,
was Werners influence that set his mind to thinking locate object, status; 4thair walk, divine power*,
Chapter Four: Heroes and Villains 45

extended magic vestment, freedom of movement, giant of Sunulael and his Devoted, Cerano remains fiercely
vermin, sending; 5thcommune, dispel good, extended devoted to the Cabal and Izrador. The Devout majority
spell immunity, mark of justice, spell resistance*; 6th often speculate wildly about ways in which they could
blade barrier, create undead, extended scrying, word of remove their overbearing lord. They also wonder how a
recall; 7thempowered flame strike, repulsion, spell man so obviously a member of the wrong side could
turning*; 8thempowered flame strike, power word possibly achieve high standing in an important post.
stun*. None know, exactly, what arrangements Cerano
*Domain Spell. Domains: Magic (use scrolls, came to with Sunulael. Both refuse to answer any ques-
wands and other devices as a channeler of 8th level) and tions about the matter. Whatever secret terms bind the
War (Weapon Focus and proficiency with longsword). two, one term is abundantly clear: Cerano does not sup-
port the other members of the Cabal in Badens Bluff.
Cerano never speaks of his life before he came to Despite his professions of faith, he will neither aid them
Badens Bluff for the first time. Indeed, as far as the against their enemies nor involve himself in their plots.
locals know, he appeared as a freshly minted, amazing- Most of his brother legates also suspect Cerano
ly powerful legate steeped in evil. He appeared from the has some unusual relationship with Zaindal. The legate
shadows, installed Helrion Baden on the Baden throne, often stands at his balcony looking up at the drakes
stayed around for a few years, then returned to whatev- tower for hours upon end. What he sees, or what magic
er pit spawned him. It came as a great surprise to the he works, remains his own private business.
court when he reappeared, apparently in command of When his business forces Cerano to engage indi-
the citys legates, a few years ago. viduals outside of the Order, he tends to favor negotia-
This withered-looking yet still fit old man resides tions, using shows of strength and intimidation to get his
in Izradors great temple in the Crown. There he contin- way. He does not bargain, lie, or bother to hide his con-
ues his personal experiments in the art of necromancy, tempt for lesser mortals. No matter how strange or out-
sometimes using the legates who displease him as his rageous his demands may be, he delivers them with a
test subjects. More often he buys the dead and the dying flat, almost deadpan style more suited for asking for salt
from their bereaved families. at the dinner table than demanding the still-beating heart
The other legates do not fear him for his power or of a foe served to him on a silver platter.
his ruthlessness. Instead, he inspires
fear for his polit-
ical and religious Horst of Guildall
affiliations.
Though the Lesser Legate
city is firmly
in the hands Male Erenlander Legate 4: CR 4; Medium
human (5 ft. 11 in. tall); HD 4d8; hp 18; Init 1; Spd 30
ft; AC 12 (1 Dex, +3 studded leather armor), flat-foot-
ed 13, touch 9; Base Atk +3; Grp +2; Atk +2 melee
(1d61, light mace); Full Atk +2 melee (1d61, light
mace); SA spells; SQ astirax companion (+1 HD),
Erenlander traits, rebuke undead 5 times/day; AL N; SV
Fort +6, Ref +1, Will +7; Str 9, Dex 8, Con 10, Int 10,
Wis 15, Cha 14.
Skills: Diplomacy +9, Gather Information +6,
Handle Animal +6, Heal +9, Knowledge (religion) +4,
Profession (herbalist) +6, Sense Motive +6.
Feats: Great Fortitude, Legate of the Bluff*,
Negotiator, Scribe Scroll.
*New feat, described on page 59.
Language: Black Tongue, Erenlander (literate).
Possessions: studded leather armor, light
mace, 2 scrolls of cure light wounds (4th-level cast-
er), legates robes, healing kit.
Prepared Spells (5/4+1/3+1, base DC 11 +
spell level): 0cure minor wounds x3, light x2;
1stbane, cause fear*, command, cure light
wounds x2; 2ndcalm emotions, cure moderate
wounds x2, death knell*.
*Domain Spells. Domains: Death (death touch
1/day: with a successful melee touch attack, overcome

living creatures hit points on 4d6; success slays target) Wis 17, Cha 10.
and Magic (use scrolls, wands and other devices as a Skills: Hide +7, Listen +25, Move Silently +19,
2nd-level channeler). Spot +25
Horsts broad, honest face hides a heart filled with Feats: Ability Focus (rot), Ability Focus (tokens),
petty jealousy. His blunt, broken-nailed hands, scarred Alertness, Flyby Attack, Hover, Improved Natural
from years of work, tell almost as much of his tale as his Attack (talon), Multiattack.
black robes ragged hem. Only his glossy black hair Languages: Black Tongue.
bound in a heavy silver ring and his bitter laugh fit in
well with the common conception of a legate. Sunulael realized some time ago that he needed
When the dark summons came to him, Horst devoted servants to help him pursue his pretensions to
thought he would rise in glory over his previously bland godhood. Zaindal the Drake was his first experiment
life; unfortunately, that same blandness marked him as along this line. In Zaindal, Sunulael attempted to com-
prey in the Orders vicious politics. One of his brothers bine the ferocious cunning and raw power of a dragon
or sisters would have used him as an appetizer had with the enduring strength and loyalty of a mummy. The
Cerano not stepped in. The high legate saw in Horst result is certainly formidable but hardly the able assis-
something he could use: a banality that would help quell tant he hoped for. Rather than waste the effort, though,
the constant problems in Badens Bluff. he decided to place the creature where it could do some
After cursory training, the legates dropped Horst good. Perched atop the Spire in Badens Bluff, the drake
into the maelstrom. Most thought he would last no more offers up a constant unspoken comment about what the
than a fortnight. Horst, however, proved adept at weav- necromancer thinks of his fellow Night Kings, Zardrix
ing his way though the labyrinthine local politics that in particular.
consume more hardened men. He became, if not indis- Zaindal lacks the intellect required to assist its
pensable, at least useful to his neighbors. They may master in necromantic research. It does not lack, though,
mock him, but they do come to him for aid when they in physical power. In fact, the process used to transform
have no other option. the wyvern gave it immense strength and almost super-
After a decade in the Bluff, Horst has established naturally acute senses. Its desiccated body is harder than
a solid routine. During the day he walks his ward, meet- steel and nearly impervious to normal or magical
ing and greeting the locals. At noon he and other lesser weapons. More importantly, the body is filled with
legates from the surrounding neighborhoods take lunch countless tiny centipedes that scurry throughout its
at a local inn. He oversees prayers, rituals, and daily undead flesh, repairing minor wounds. Even if the drake
business at his neighborhoods shrine until mid-after- is destroyed, it can return to full strength within a few
noon, at which point he returns home to putter in his hours.
garden until one of the local madams sends a young girl The drake spends its days within the Spire, the
and his dinner. The rest of the evening passes without unknown thoughts of rustling dead things scurrying in
notice unless one of his neighbors comes to him for its mind. At night, it emerges to perch upon the Spire
assistance. and watch the city below. Most evenings it simply sits
A decade of stability has greatly improved Horsts there and waits, while on others it takes wing, perhaps
outlook on life. He now deals serenely with his neigh- to deliver a message to its master. Every few weeks its
bors. Outsiders, on the other hand, frighten him. Anyone attention is caught by movement below, and it streaks
he does not already have a relationship with makes him streetward to rend some poor soul from its body. What
nervous, fidgety, and prone to sudden expressions of sets Zaindal off and causes him to attack is unknown;
temper. orcs and humans, legates and resistance fighters alike
have been devoured by the creature.
Gorse can call upon Zaindals assistance if he
Zaindal the Drake wishes to. He rarely does so, as the drake has no sense
of tactics or strategy. It will kill its target even if told
Puppet Beast of Sunulael simply to scare or disable it.
Undead Wyvern; CR 17; Gargantuan Undead
Dragon; HD 20d12 (130 hp); Init + 0;
Combat
Spd 20 ft., fly 80 ft.; AC 22 (1 Dex, 4 size, +17 natu- Zaindal generally hovers above a fray, lashing out
ral); Size/Reach: 20 ft./20 ft.; Base Atk +20; Grp +47; with his many physical weapons. If targeted by a magi-
Atk +35 melee (2d6+15 plus rot, sting); Full Atk +35 cal attack, he tries to absorb it, then unleash it back on
melee (2d6+15 plus rot, sting) and +32 melee (3d8+15, the caster. When heavily pressed he invokes the powers
bite) and +32/+32 melee (3d6+7, wings) and +32/+32 of his spell charms, though by the time he activates them
melee (4d8+15, talons); SA Breath weapon, despair, the battle will have already turned against him.
improved grab, tokens; SQ Low-light vision, regenera- Zaindal has the following special abilities:
tion 3, scent, spell absorption, undead traits; AL NE; SV Despair (Su): Any creature catching sight of
Fort +6, Ref +11, Will +15; Str 40, Dex 8, Con , Int 5, Zaindal must succeed on a DC 20 Will save or be para-
lyzed with fear for 1d4 rounds. Whether or not the save

is successful, the sight of Zaindal cannot affect that
creature again for 24 hours. This save DC is Charisma-
based.
Improved Grab (Ex): Zaindal must hit with his
talon to use this ability. He can then attempt to start a
grapple as a free action without provoking an attack of
opportunity. If he wins the grapple check, he establishes
a hold and may attempt a sting as a free action.
Regeneration (Su): Zaindal takes normal damage
from fire and acid.
Rot (Su): Though Zaindals stinger once held
venom, it now reeks with the unmistakable scent of
mummy rot (DC 22, incubation period 1 minute, dam-
age 1d6 Con and 1d6 Cha). The save DC is Charisma-
based. Mummy rot continues until the victim reaches
Constitution 0 (and dies) or is cured. While the target
suffers from mummy rot he gains SR 20 against healing
spells cast upon him.
Mummy rot functions both as a disease and a
curse. In order to cure the disease, a channeler must first
break the curse by casting break enchantment or remove
curse (DC 20 caster level check for either spell). Once
the curse component is removed, the disease may be
healed as normal.
Spell Absorption (Su): Zaindal can automatical-
ly absorb up to 20 levels of spells cast at him. He can
channel these spell levels into a breath weapon (90-ft.
cone, DC 20 Fortitude half). Each spell level he chan-
nels into the breath weapon causes it to deal 1d6 sonic
damage. If absorbing a spell would put him above 20
spell levels, the entire amount of stored spell energy has
a cumulative 10% chance per spell level beyond 20 of
exploding, depleting all spell levels and inflicting 20d6
sonic damage to Zaindal and everything else within a
500-ft. radius (DC 20, Fortitude half; Zaindal automati-
cally fails the save).
Tokens (Sp): Sunulael embedded a number of
magical tokens into Zaindals undead body. These
tokens will continue to function if he is somehow slain,
but if he explodes due to spell absorption overload they
melt into useless slag. He may use each token 3 times
per day. Activating a token takes a standard action that
does not provoke an attack of opportunity. The effects
are at caster level 30 and last for 30 minutes or until dis-
missed. Dismissing an effect is a free action.
The three tokens are:
Token of Night: The bearer emanates magical
darkness identical to a deeper darkness spell in a 60-ft.
radius. The bearer can see through this darkness nor-
mally. This effect is not countered by daylight.
Token of Pain: The bearer emanates negative
energy identical to that created by a symbol of pain spell
in a 60-ft. radius. The bearer is immune to this effect.
This effect does not allow a saving throw.
Token of Loss: The bearer emanates a magical
field identical to that of a symbol of weakness spell in a
60-ft. radius. The bearer is immune to this effect. This
effect does not allow a saving throw.

quietly, moves little, and rarely bothers to acknowledge
Gorse others. Sunulael uses the former hero as his personal
assassin and troubleshooter. His current mission
Sunulaels Assassin revolves around infiltrating an Avenging Knives cell in
Badens Bluff. From there, he hopes to find and elimi-
Undead (Erenlander) Rogue 7/Defender 9: CR nate Tomas Baden himself.
19; Medium Undead (6 ft. tall); HD 16d12; hp 104; Init
+10; Spd 40 ft.; AC 26 (+6 Dex, +5 natural, +5 defend-
er bonus), flat-footed 20, touch 22; Base Atk +14; Grp Combat
+19; Atk +19 melee (1d8+1d6+5 plus paralysis, Some of Gorses defender abilities were improved
unarmed strike); Full Atk +19/+14/+9 melee or made superfluous by Sunulaels attentions. In addi-
(1d8+1d6+5 plus paralysis, unarmed strike); SA sneak tion to his defender and rogue abilities, Gorse has sev-
attack +4d6, unarmed strike; SQ damage reduction 5/, eral magical abilities granted by his master. These abili-
defensive mastery, flurry attack, incredible resilience, ties include:
masterful strike +1d6, precise strike I, spell-like abili- Spell-like Abilities (Sp): 3/dayanimate dead,
ties, uncanny dodge, undead traits, trapfinding, trap dispel magic, discern lies, divine power, entropic shield,
sense +2, turn resistance +4; AL NE; SV Fort +6, Ref invisibility purge, shield of faith, spell immunity, and
+18, Will +10; Str 20, Dex 22, Con , Int 18, Wis 17, undetectable alignment. 16th-level caster.
Cha 16. Mask of Life (Su): Gorse is constantly under the
Skills: Appraise +13, Balance +27, Bluff +22, effect of a change self spell, the details of which may be
Climb +15, Disable Device +13, Disguise +12, Hide altered at will, and an undetectable alignment spell.
+25, Jump +26, Knowledge (central Erenland) +23, Both are cast at 16th level; though they may be dis-
Listen +24, Move Silently +25, Open Lock +13, pelled, Gorse can reactivate these effects as a free action
Profession (beggar) +8, Search +13, Spot +14, Tumble on his turn.
+27, Use Magic Device +12. Immunities (Ex): Gorse is immune to cold, elec-
Feats: Combat Expertise, Dodge, Improved tricity, fire, polymorph, and mind-affecting effects.
Disarm, Improved Grapple, Improved Feint, Improved Paralyzing Touch (Su): Gorses fists and feet are
Initiative, Improved Two-Weapon Fighting, Two- as solid as bone, and as such do 1d8 damage instead of
Weapon Fighting. 1d6. Any living creature Gorse hits with an unarmed
Languages: Black Tongue, Colonial, Erenlander, attack must succeed on a DC 21 Fortitude save or be
Norther, Orcish, and Traders Tongue (literate in all). permanently paralyzed. If Gorse wishes, he may strike
Possessions: Dagger, peasants outfit. with a touch attack instead of an unarmed strike, doing
1d8+5 points of negative energy damage (DC 21 Will
The man now known as Gorse once terrorized save for half). Remove paralysis, remove curse, or break
Shadow agents from the Sea of Pelluria to the southern enchantment can free the victim, though the effect can-
shores. His known exploits made him the hero of the not be dispelled. Anyone paralyzed by Gorse seems
people. His unknown exploits brought down fear and dead, though a DC 20 Spot check or a DC 15 Heal check
starvation upon the heads of the Fey Killers armies and reveals that the victim is still alive.
destabilized otherwise functional regimes all over
Heroes
Erenland. Eventually this shadowy champion turned his
attention to one of the most dangerous targets in all
Eredane: the Night King Sunulael. Fully expecting to
die but hoping to destroy the undead monstrosity as
well, Gorse recruited like-minded heroes, powerful in
their own rights but frustrated by their inability to stop
the vast armies of the Shadow. They planned meticu- Tomas Baden
lously, ensuring that everything was in place before
launching their assault. Scion of Baden
Unfortunately, Sunulael proved to be far more
Male Dorn Charismatic Channeler 7/Visionary
than a mortal opponent. He easily trapped, tortured,
3: CR 10; Medium Human (6 ft. 7 in. tall); HD
broke, and then killed the heroes. Rather than leave such
7d6+3d8+20; hp 58; Init +1; Spd 30 ft; AC 11 (+1 Dex),
a useful potential servant untapped, however, the Night
flat-footed 10, touch 11 or AC 18 (+1 Dex, +2 natural
King then raised Gorse from the soil using a process
armor, +7 invulnerable mithril chain shirt +3), flat-foot-
which transformed him into something like a lich. He
ed 21, touch 11; Base Atk +6; Grp +9; Atk +10 melee
then imbued the new creature with magical abilities that
(1d6+3, club) or +13 melee (2d6+9, +2 ghost touch
would make him the ultimate spy and assassin.
greatsword); Full Atk +10/+5 melee (1d6+3 club) or
The creature that was Gorse is a master of dis-
+13/+8 melee (2d6+9, +2 ghost touch greatsword); SA
guise. In his own, unaltered visage he looks like a young
spells; SQ art of magic (20%), cast daze, prestidigita-
man of mixed Dorn and Sarcosan descent. He speaks

tion, or virtue 6 times/day, Dorn traits, force of person- Tomas knows he stands at the center of a war. He
ality, kindle hearts, oathbinder, vision, guiding light +2; knows the forces arrayed against him conquered his
AL LG; SV Fort +6, Ref +4, Will +11; Str 16, Dex 12, forefathers. The tactics and strategies of old will,
Con 14, Int 12, Wis 16, Cha 19 (23). inevitably, result in the same result. So instead of
Skills: Bluff +20 (+22), Craft (alchemy) +14, dwelling on the past, he focuses on the future. He urges
Profession (fisherman) +16, Diplomacy +22 (+24), his people to seek out and find new ways of forcing the
Perform (oration) +20 (+22), Knowledge (central Shadow to a standstill. At night he pours restlessly over
Erenland) +11, Sense Motive +16. intelligence reports from his far-flung intelligence net-
Feats: Extend Spell, Fallen Courtier*, Leadership work, seeking a new angle from which to attack the
(leadership 22), Magecraft, Shadow Cipher, information. His restless energy trickles down to his
Spellcasting (divination), Spellcasting (enchantment), organization.
Spellcasting (lesser evoca- He also takes his responsibil-
tion), Spellcasting (illusion) ities as a prince very seriously. For
Spellcasting (transmutation). Tomas, the oaths his fathers swore
*New feat, described on to protect the people of Badens
page 59. Bluff still hold true. Though
Languages: Erenlander, he must sacrifice them and
Norther (literate), and Traders himself in this war, he is
Tongue. determined to save those
Known Spells (MP 13, that he can. The orphaned
base DC 13+spell level [DC and widowed will be cared
15+spell level w. cloak]): 0 for, the weak protected to the
dancing lights, light, ghost extent of his power.
sounds; 1stcharm person, Otherwise, as he often tells his
detect astirax, disguise self, own people, how could he
disguise weapon, faerie fire, tell the difference between
magic aura, undetectable himself and the legates who
aura; 2nddisguise ally, prowl his streets?
hypnotic pattern, knock, silver The possessions pre-
blood, whispering wind; sented above are the regalia
3rdcover the scent, invisi- of the Baden house. This
bility sphere, major image, equipment, stored in a
meld into stone; 4thillusory secret room in the Snarl, is
wall, lesser geas, silver accessible to him on a few
storm; 5thcontrol winds, hours notice. He has never
shadow evocation. taken them out of their mir-
Rituals: hallow. rorglass box save for a very
New spell, described in occasional use of his great
AtS or M2E. grandfathers mantel.
Possession (carried): Indeed, Tomas says he will
peasants outfit not wear the regalia until he
Possessions (in the can once again sit on the
Snarl): +3 invulnerable mithril Baden throne.
chain shirt, +2 ghost touch The Vision: A few
greatsword, amulet of natural years ago Tomas awoke from a
armor +2, cloak of charisma +4. glorious but terrifying dream. In that dream, he saw
what would happen if the resistance achieved its goals.
Tomas Baden, Prince of Badens Bluff and a true He saw people fighting back, not just as scattered
king of Erenland, works the waters close to the Bluff as moments of glory against the night, but as a coordinat-
a fisherman. He lives alone in a one-room shack near the ed rage capable of throwing back the Shadow. He
Worm Docks. When confronted by legates he bows and dreamed of the Fey Killers death at the hands of his
smiles; when orcs pass by he presses against the wall own orcs and of the great tower in Theros Obsidia
and trembles with fear. This public face never wavers or crumbling in fire. More importantly, his dream showed
falls even under dire provocation. him how to accomplish those goals. He explains parts of
In private, things are different. Tomas straightens this vision to his liege-men, but has not yet revealed its
his lanky body and raises his head up proudly. He drops fullest extent; were he to do so, he fears his people
his affected lisp to allow his rich voice full reign. His would think him mad.
blue eyes sparkle with both hope and nobility, so much
so that he can barely contain it.

Colin the Tanner Baroness Andilin
True Duke of Dalmark Westerin
Male Erenlander Fighter 8; CR 8; Medium Baden Seductress
Human (5 ft. 11 in. tall); HD 8d10+8; hp 46; Init +6;
Spd 30 ft; AC 12 (+2 Dex), flat-footed 10, touch 12; Female Dorn Aristocrat 6/Insurgent Spy 4*:
Base Atk +8; Grp +9; Atk +9 melee (1d6+1, club); Full CR 3; Medium Human (5 ft. 10 in. tall);
Atk +9/+4 melee (1d6+1, club); SQ Erenlander traits; HD 6d8+18; hp 45; Init +2; Spd 30 ft; AC 12 (+2 Dex),
AL LN; SV Fort +7, Ref +4, Will +5; Str 12, Dex 14, flat-footed 10, touch 12; Base Atk +7; Grp +8; Atk +8
Con 12, Int 15, Wis 17, Cha 11. melee (1d4, dagger); Full Atk +8/+3 melee (1d4, dag-
Skills: Bluff +7, Intimidate +7, Craft (leather- ger); SQ conceal magic, Dorn traits, shadow contacts
work) +6, Gather Information +4, Knowledge (central (major), shadow speak +2, sneak attack +1d6; AL CG;
Erenland) +10, Profession (tanner) +10, Sense Motive SV Fort +7, Ref +8, Will +8; Str 13, Dex 14, Con 16, Int
+7. 13, Wis 14, Cha 18.
Feats: Dodge, Fallen Courtier*, Improved Skills: Bluff +17, Diplomacy +21, Gather
Initiative, Improved Unarmed Strike, Inconspicuous, Information +20, Knowledge (nobles) +5, Listen +14,
Iron Will, Mobility, Persuasive, Power Attack, Spring Perform (dance) +17, Sense Motive +18, Speak
Attack. Language +9, Spot +6.
*New feat, described on page 59. Feats: Fallen Courtier*, Inconspicuous, Shadow
Languages: Erenlander. Cipher, Skill Focus (Gather Information), Skill Focus
Possessions: club, amulet of nondetection, mer- (Sense Motive).
chants outfit. *New feat, described on page 59.
Languages: Black Tongue (literate), Courtier,
If Tomas Baden is the heart of the resistance, Erenlander (literate), High Elven (literate), Norther (lit-
Colin Dalmark functions as its brain and hands. He erate), Orcish Pidgin.
translates Tomass vision into reality, doing whatever Possessions: dagger, 2d4 minor and lesser charms
must be done to ensure that his liege lord remains safe chosen at time of encounter, courtiers outfit.
from harm. With that in mind, he also monitors the sta-
tus quo in Badens Bluff. If a sacrifice must be made, he The raven-haired beauty calling herself Andilin
chooses the time, place, and person. If a deal must be Westerin worked her way up from the army camp to the
struck, he dirties his own hands so Tomass can remain army headquarters, into the false dukes bed, and from
clean. there into the Crown. In so doing she managed to secure
In his daily life Colin runs a tannery out beyond a standing invitation to the Shining Court, permission to
the city walls. Before the citys fall his forefathers enter most of the buildings in the Kingshand at her
owned the land he works on. Now he only reminds his whim to visit various friends, and a reputation for casu-
former tenants of that fact when he needs their help hid- al licentiousness remarkable even among the courts
ing something from the orc patrols. Mostly he leaves courtiers. Somewhere along the way she even became a
them alone and they return the favor. baroness, though the details of the grant remain unclear.
His cover as a successful tanner also gives him The revelation of Andilins true name would lead
reason to entertain a wide variety of disreputable guests. to her torture and eventual death. She is Marian Baden,
Most of these serve, knowingly or not, as members of the sister of Tomas Baden, and second in line for the
the Badenss intelligence network. Many have worked Baden throne. Unlike her brother, she cannot force her-
with him in the past, depositing caches in the furthest self to stay out of the fray. Her fiery temperament and
flung corners of Erenland. gnawing unease forced her to leave the protective
If foreigners come to Badens Bluff looking for silence of the citys slums for the more dangerous life of
the resistance, they might eventually find Colin. He will an active freedom fighter.
present himself as the resistances leader, offering up his In the last decade she has uncovered more about
rank as the true Duke of Dalmark as a screen for the the armys weaknesses than any other agent. Her activi-
prince. Only if Tomas requests it will he grudgingly let ties directly and indirectly influence Baden policy up
anyone through to his prince. and down the coast of the Sea of Pelluria. Intelligence
Colins stout form and badly stained skin hide she retrieves has more than once saved countless lives
exceptional physical prowess. Though he cannot match and even stopped the Fey Killers forces cold.
a large group of armored orcs, he can and has taken Though she may act like a feckless fool, Andilin
down armed thugs and lone raging orcish warriors. does nothing by chance. She carefully calculates the
effect of every laugh, every gesture, every casual kiss.
In a very real way, she enjoys the effort of dancing on
the edge of death. It at least gives her a feeling that she
is fighting back instead of simply hiding and waiting.

Possessions: explorers outfit, true charm (+2 nat-
Victor Fausebender ural armor against evil foes), true charm (+2 unarmed
damage against evil foes).
The Dukes Dog The tall, thin figure of Victor Fausebender mostly
haunts the Quarries and Steeps. He wears ragged clothes
Male Erenlander Defender 8/Fighter 4/Rogue and eats from the refuse left behind by travelers and
3: CR 15; Medium Human (6 ft. 2 in. tall); HD 11d8 + merchants of all sorts. Whatever he can find will suit
4d10 + 45; hp 127; Init +3; Spd 40 ft; AC 17 (+3 Dex, him, whether it came from a gnomish barge or a raft full
+4 defender), flat-footed 14, touch 17; Base Atk +14; of water-panicked orcs out on harbor patrol. Badens and
Grp +22; Atk +19 melee (2d6+6/1920, unarmed legates alike consider him a pathetic figure, an example
strike); Full Atk +19/+14/+9 melee (2d6+6/1920, of what might happen to a man who does not pay
unarmed strike); SA sneak attack +2d6, stunning fist 8 enough attention to his own affairs in this sadly fallen
times/day, unarmed strike; SQ defensive mastery, eva- world.
sion, flurry attack, incredible resilience, precise strike I, A few, though, know Victor in other roles. He
masterful strike +1d6, trapfinding, trapsense +1; AL N; recently joined the Avenging Knives cell run by Jen
SV Fort +11, Ref +13, Will +8; Str 18, Dex 16, Con 17, Almasi, ostensibly eager to strike back against the dark-
Int 11, Wis 17, Cha 6. ness that stripped him of his dignity. This is a lie
Skills: Balance +21, Climb +22, Escape Artist +21, wrapped in a truth: Victor does hate the Shadow more
Hide +21, Listen +12, Move Silently +21, Tumble +18. than anything and does blame the legates for past
Feats: Cleave, Combat Reflexes, Great Cleave, wrongs. The lie, though, has to do with Victors identi-
Fallen Courtier*, Improved Critical (unarmed strike), ty. He is not just a drifter or a would-be rebel. He stood
Improved Grapple, Power Attack, Two-Weapon fight- at Colin of Dalmarks right hand during their tumul-
ing, Weapon Focus (unarmed strike), Weapon tuous youths. Through Colin he met Tomas, and in
Specialization (unarmed strike). Tomas the hollow man found his guiding light. He will
*New feat, described on page 59. kill anyone, destroy any foe, dare any danger, if com-
Language: Erenlander. manded to do so by his Prince. Colin knows this, and
therefore makes sure to couch the most important mis-
sions in Prince Tomass name. If foreigners or low-rank-
ing legates cause a sufficient amount of trouble, Victor
pays them a visit. These visits always end with corpses
floating up from the bays bottom a few days later. The
Duke only calls on his hound when lesser methods have
failed, as Victor has no sense of proportion when he car-
ries out his orders.
Victors cold, methodical fighting style makes
him one of the most dangerous men in Badens Bluff.
Worse, he never openly challenges anyone. If he can
strike from the shadows he will. If he can lead his oppo-
nents into an ambush he will do so without a second
thought. Victors only concern is achieving his victory.
Survival is second in the line of his concerns, and honor,
glory, and fair play have long ceased to have any impor-
tance at all.
Ebore Arbter
Trader and Smuggler
Female Erenlander Expert 5/Smuggler 3: CR
5; Medium human (5 ft. 6 in. tall); HD 8d6; hp 28; Init
+5; Spd 30 ft.; AC 11, flat-footed 10, touch 11; Base Atk
+6; Grp +6; Atk +6 melee (1d4, dagger) or +7 ranged
(1d4, thrown dagger); Full Atk +6/+1 melee (1d4, dag-
ger) or +6 ranged (1d4, thrown dagger); SQ dominant
will +2, Erenlander traits, mystifying speech 1/day,
oathbound to Tomas Baden, smugglers trade +4; AL
NG; SV Fort +4, Ref +4, Will 9; Str 10, Dex 12, Con 10,
Int 16, Wis 14, Cha 14.

Skills: Appraise +14, Bluff +13, Disguise +12, (1d4, small shortsword) or + 10 ranged (1d4, small
Forgery +11, Gather Information +12, Hide +8, shortbow); Full Atk +7/+2 melee (1d4, small short-
Knowledge (central Erenland) +11, Knowledge (north- sword) or + 10/+5 ranged (1d4, small shortbow) or
ern Erenland) +11, Listen +11, Profession (merchant) +8/+8/+3 ranged (1d4, small shortbow); SA poison
+6, Search +14, Sense Motive +13, Spot +11, Swim +4, arrows; SQ disguise contraband, dominate will +2, eva-
Use Rope +6. sion, Gnome traits, information network, mystifying
Feats: Deceitful, Inconspicuous, Fallen Courtier*, speech 1/day, smugglers trade +5, sneak attack +3d6,
Great Fortitude, Improved Initiative. trapfinding, trapsense +1, uncanny dodge; AL NG; SV
*New feat, described on page 59. Fort +5, Ref +8, Will +5; Str 11, Dex 14, Con 12, Int 10,
Languages: Erenlander, Norther, and Traders Wis 10, Cha 20.
Tongue (literate). Skills: Appraise +13, Bluff +18, Diplomacy +23,
Possessions: 4 daggers, merchants outfit. Gather Information +18, Hide +15, Profession (smug-
gler) +13, Search +13, Sense Motive +13.
Ebore spent her short childhood years playing Feats: Improved Initiative, Point Blank Shot,
down on the docks, running with a pack of girls her own Rapid Shot, Precise Shot.
age. During those carefree years she learned to swim, to Languages: Erenlander, Pidgin Orc, and Traders
tie a decent knot, and to haggle with the merchants for Tongue (literate).
occasional crumbs. All that changed when she and her Possessions: leather armor, small shortbow, small
cadre, all young teenagers, were taken by a passing shortsword, 30 poisoned arrows (DC 15, initial damage
legate who took a fancy to them. A few days later the sleep for 1 minute, secondary damage sleep for 1 hour),
local legate told Ebores parents that she had not yet travelers outfit.
died. Instead, the orcs wanted the girls for use in their
camps. He also claimed they could save her soul, if not Delwen is hard to take seriously, thanks to her
her body, by praying to the Shadow of the North. broad-brimmed hat, bright silk shirts, and meticulously
Two days later the legates broken body washed shined and large-buckled boots. This carefully cultivat-
ashore. Ebore was spared the hell of becoming the orcs ed appearance deflects the casual observer and con-
plaything, but she remained a slave to the Order of founds those who pay a littler closer attention to detail,
Shadow nonetheless. On her sixteenth birthday Ebore such that few recognize Delwen for the capable threat
snapped, choking her master with a sinew garrote and that she truly is.
throwing herself into the sea. There the gnome smuggler Delwen got her start as a smuggler years ago, run-
Delwin Todorovichi found her and returned her to her ning goods from the elves to people in the far south. For
family. years she plied her trade under the legates noses. She
A meeker woman might have given up. Ebore did took advice from other gnomes but kept her own coun-
not. Instead she went to work on the docks, turning her cil and worked on her own agenda.
experience with the servants of the Shadow into a Her free life came to an end the day she fished
weapon she could use for the greater good. She worked Ebore out of the sea. Together, they set about rebuilding
hard, establishing contacts, building a reputation, and the broken young womans life. Delwen attached herself
eventually coming to own one of the largest warehous- to the Baden resistance as a means to do so. At first her
es in the city. That warehouse and the shippers who use association was informal; eventually, however, she inte-
it form the primary artery though which the Badens feed grated herself with the other gnome smugglers working
supplies and information to the rest of the world. with the Fallen Court. In time she became their leader
Ebores broad, once-handsome face still bears the and primary point of contact with Tomas and his Inner
scars of years of torment. Her big-boned frame stiffens Circle.
as the day goes on, eventually developing a noticeable Now she divides her time equally between main-
limp by dusk. Her once lyrical voice breaks and growls taining her cover as a loyal shipper of goods, coordinat-
from the damage done by constant screaming. Only ing the activities of dozens of smugglers, and helping
occasionally, when she is among others sworn to Tomas Ebore slowly regain some sense of normality. Through
Baden and his cause, does she allow herself to slump it all she dreams of a day when the two of them might
from the exhaustion that will one day overwhelm her. lay down their responsibilities and rest.
Delwen is one of the weakest links in the Baden
resistance. She knows a great deal about their logistics
Delwen Todorovichi and intelligence network, far more than any one opera-
tive should know. Colin dislikes investing so much
Smuggler of the Sea of Pelluria information in one smuggler and tries to keep her from
knowing or doing too much, but the trust the other
Female Gnome Rogue 5/Smuggler 5: CR 10; gnomes have for her is unbreakable. As such, those
Small Humanoid (2 ft 11 in); HD 10d6+10; hp 45; Init activities she does not learn of from the Inner Circle, she
+6; Spd 20 ft.; AC 15 (+2 Dex, +1 size, +2 leather), flat- ends up learning of from the mouths of her kinsmen. If
footed 13, touch 13; Base Atk +6; Grp +2; Atk +7 melee

the legates discover and break her, the resistance could fell in with a crowd of young insurgents who wanted
lose dozens of caches and an untold number of agents. nothing less than their citys freedom. They plotted,
amassed arms, and were summarily dealt with by the
legates before accomplishing much more than burning a
Ortwin of Rammelhouse few empty buildings. Most died in slow, painful ways.
Ortwin and a few others survived as examples to the
Broken Insurgent people of why one should never oppose the legates.
Ortwins broken hands and twisted back could not
Male Dorn Defender 3: CR 3; Medium human (6 support an honest days work, so he took to the streets
ft. 1 in. tall); HD 3d83; hp 9; Init 2; Spd 30 ft; AC 10 where he begged for scraps from anyone who would
(2 Dex, +2 defender bonus), flat-footed 10, touch 10; give them. In time even the orcs stopped kicking him.
Base Atk +3; Grp +4; Atk +4 melee (1d6+1, unarmed He became no more noticeable or important than any
strike); Full Atk +4 melee (1d6+1, unarmed strike); SA other ill-fed rat scurrying in the gutters.
defensive mastery, stunning fist 3 times/day, unarmed At that point Victor Fausebender approached the
strike; SQ Erenlander traits, oathbound to Tomas Baden; broken man with an offer he dared not refuse. Victor
AL NG; SV Fort +1, Ref +2, Will +2; Str 12, Dex 7, Con offered to teach him to read and train him to defend him-
5, Int 9, Wis 10, Cha 8. self, to give him hope and a mission. Though he had no
Skills: Balance +3, Bluff +4, Hide +5, Listen +6, love of his life, the broken man agreed to give it what
Move Silently +4, Profession (beggar) +4. purpose he could.
Feats: Dodge, Fallen Courtier*, Great Fortitude. Ortwin now works for the Badens, though he does
*New feat, described on page 59. not know it. He moves though the city posing and living
Language: Erenlander. as a beggar. There he monitors the Shadows govern-
Possessions: beggers outfit. ment activities. Once a week he writes down his obser-
vations and drops the sheets into a barrel down on the
Ortwin once stood at almost six and a half feet docks. If Victor approves of his reports, he rewards his
tall. His flowing locks and devilish grin were well- student with food and more training.
known throughout the city. Then, almost by accident, he
Sergeloth
Aradils Eye
Male Wood Elf Rogue 5/Aradils Eye 4: CR 9;
Medium Human (5 ft. 10 in. tall); HD 9d69; hp 21; Init
+4; Spd 30 ft; AC 10, touch 10, flat-footed 10; Base Atk
+6; Grp +5; Atk +5 melee (1d81, longsword); Full Atk
+5/+0 melee (1d81, longsword); SQ alter egos (2), cast
dancing lights, mage hand, and mending 1/day each,
closed mind, evasion, fascinating speech, mind bond,
sneak attack +3d6, spy initiate, trapfinding, trap sense
+1, uncanny dodge, wood elf qualities; AL CG; SV Fort
+1, Ref +5, Will +8; Str 8, Dex 10, Con 8, Int 12, Wis
16, Cha 9.
Skills: Bluff +7, Disguise +7, Gather Information
+11, Hide +12, Knowledge (Caraheen) +9, Listen +13,
Move Silently +8, Read Lips +13, Search +13, Sense
Motive +15, Spot +17, Tumble +8.
Feats: Improved Initiative, Inconspicuous, Two-
Weapon Fighting*, Two-Weapon Defense*.
*Sergeloth cannot use these feats due to the dam-
age he suffered in the war.
Languages: Black Tongue (literate), Erenlander
(literate), and High Elven (literate).
Possessions: longsword, travelers outfit.
The residents of Badens Bluff are among the clos-
est humans to the elves, yet they might as well be thou-
sands of miles away. Most have never seen an elf, and
imagine them as otherworldly beings cloaked in power,

striking down orcs with bows that sing like thunder. +15, Wilderness Lore +12, Sense Motive +12.
Though true enough in their way, these stories Feats: Brew Herbal Concoction, Charm Lore,
mask the ugly price the elves pay for every victory. Green Thumb, Skill Focus (Craft [alchemy]), Skill
Elves maimed in both body and spirit sometimes linger Focus (Knowledge [arcana]), Skill Focus (Knowledge
on for decades before quietly ending their lives to join [nature]).
the Whisper. Others who suffer grievous injuries strug- New feat, see AtS.
gle back out to the front lines, there to die on an orc Languages: Erenlander (literate) and Norther.
spear rather than waste away. Possessions: 2d4 charms (minor, lesser, or
Sergeloth was one such casualty. He nearly died greater) and 3d6 herbal preparations chosen at time of
from his wounds before the elven healers managed to encounter.
return him to a semblance of health. His wandering
mind returned to a crippled body and a world filled with Doran Naismith runs an approved apothecary
fear. Every shadow, every turn of the leaf, reminded him shop frequented by common folk and legates both. He
of those long days spent pulling himself though the does brisk business in medicines, herbs, and expensive
orcish lines. Every snap of a bowstring reminded him of ointments not available anywhere else in the city. He
the sound his legs made as they shattered. also covertly manufactures the charms the Baden resist-
He tried to master his fear, to return to the line, but ance stores in its supply caches. He works late into the
he failed. However, he still wished to serve. Seeing that night to prepare these things, then takes an herbal con-
his heart remained strong, the elves placed him with coction so he can get by on just a few hours of sleep.
Aradils Eyes. They taught him the magic of change so Doran has done this for so long that he thinks of it as
he could pass among humans and orcs. They also gave normal. He cannot imagine sleeping for more than a few
him a mission: to find a place among the humans and hours at a time or doing without the foul-tasting green
watch for signs of a true resistance. brew he drinks to stay mobile.
In time this broken soul made his way to Badens The years of sleepless nights followed by busy
Bluff. Here he encountered Tomas Baden, both in his days have taken their toll, however. Doran has trouble
guise of a fisherman and in his princely role. The two relating to new people and frequently babbles about
struck up a quiet friendship and began to pass occasion- inconsequential things ranging from an interesting
al bits of information. They also, eventually, began to species of weevil to the patterns on a plants leaves. His
funnel considerable amounts of supplies both out of the memory for faces has long since fled, and he can only
forests and into them. barely remember his lifelong friends. Anyone he has
His new role has brought some measure of peace known for under a decade will likely not make a lasting
to Sergeloths heart. He still flinches from loud noises impression on him, something that reassures the resist-
and goes silent when orcs come by, but he can now rest ance agents that, should he be captured, their identities
most nights without falling into nightmares. While in will not be betrayed.
Badens Bluff, Sergeloth adopts the guise of a war-torn
old man. He roots in the garbage along with the rest of
the beggars, sometimes crossing paths with both Ortwin Jen Almasi
and Victor. He avoids anyone who might bring the
legates down on him, including rowdy orcs and foreign- Reckless Rogue Insurgent
ers who do not know enough to keep their heads down.
Male Sarcosan Rogue 5/Avenging Knife 4*: CR
9; Medium Human (5 ft. 9 in. tall); HD 9d6+18; hp 49;
Doran Naismith Init +7; Spd 30 ft; AC 19 (+3 Dex, +6 +1 shadow stud-
ded leather), flat-footed 16, touch 13; Base Atk +6; Grp
Insurgent Apothecary +7; Atk +7 melee (1d6+1, cedeku) or +9 ranged (1d4+1,
thrown dagger); Full +7/+2 Atk melee melee (1d6+1,
Male Erenlander Expert 7/Herbalist 3: CR 5; cedeku) or +9/+4 ranged (1d4+1, thrown dagger); SA
Medium Human (5 ft. 8 in. tall); HD 10d6; hp 35; Init sneak attack +4d6; SQ evasion, fast hands, the drop,
+2; Spd 30 ft; AC 12 (+2 Dex), flat-footed 10, touch 9; Sarcosan traits, security breach, target study, trapfind-
Base Atk +7; Grp +6; Atk +6 melee (1d41, dagger); ing, trap sense +1, uncanny dodge; AL CG; SV Fort +4,
Full Atk +6/+1 melee (1d41, dagger); SQ efficient har- Ref +8, Will +3; Str 12, Dex 17, Con 14, Int 15, Wis 12,
vest, Erenlander traits, extended concoction, infusion Cha 11.
mastery; AL LG; SV Fort +3, Ref +2, Will +10; Str 8, *New feat, see AtS or M2E.
Dex 15, Con 10, Int 14, Wis 14, Cha 11. Skills: Appraise+10, Balance +11, Bluff +13,
New prestige class, see AtS. Decipher Script +11, Diplomacy +13, Disguise +13,
Skills: Craft (alchemy) +18, Diplomacy +12, Heal Escape Artist +12, Gather Information +9, Hide +15,
+15, Knowledge (arcana) +15, Knowledge (geography) Listen +10, Move Silently +15, Search +11, Sense
+12, Knowledge (herbalism) +15, Knowledge (local) Motive +11, Spot +10.
+12, Knowledge (nature) +18, Profession (herbalist) Feats: Combat Expertise, Improved Disarm,

Improved Feint, Improved Initiative, Quick Draw.
Languages: Courtier, Colonial, Erenlander, and Reidar Thorolfson
Orcish.
Possessions: +1 shadow studded leather armor, Spokesman of the Pirate Prince
cedeku, 3 minor charms chosen at time of encounter, 3
lesser charms (+1 AC). Male Dorn Rogue 2/Barbarian 2: CR 4;
Medium Human (6 ft. 8 in. tall); HD 2d12+2d6+8; hp
Jen Almasi has spent his life fighting the Shadow. 28; Init +2; Spd 40 ft; AC 16 (+2 Dex, +4 masterwork
His stands against the darkness are legendary among chain shirt), flat-footed 13, touch 12; Base Atk +3; Grp
those who know of such things. More than once he +6; Atk +8 melee (1d6+3, short sword) or +8 melee
placed his life on the line in order to defend a settlement (1d6+4, quarterstaff); Full Atk +8 melee (1d6+3, short
or disrupt some foul plan laid out by Izradors minions. sword) or +8 melee (1d6+4, quarterstaff); SQ Dorn
Having paid the price for it, he now expects and traits, evasion, fast movement, rage 1/day, sneak attack
demands respect from those who should, logically, fol- +1d6, uncanny dodge, trapfinding; AL NG; SV Fort +5,
low him. Ref +5, Will +0; Str 17, Dex 14, Con 14, Int
Unfortunately, the Circle of Skulls 10, Wis 10, Cha 9.
believed that his methods were too dras- Skills: Climb +10, Craft (woodwork-
tic, his stands to visible, and have ing) +6, Intimidate +6, Listen +7, Ride
assigned him to Badens Bluff to hide +7, Profession (sailor) +6, Wilderness
and let things cool off. After all, Lore +5.
rumors claimed that the Badens ran Feats: Cleave, Improved Sunder,
their own government and could mur- Power Attack.
der legates at their whim , so hiding Languages: Erenlander and
an avenging knife on the run should Norther.
be easy. Possessions: masterwork chain
Things proved far less simple shirt, short sword, quarterstaff, three minor
when Jen arrived in the city, not charms determined at time of encounter.
least because he and his men had
no intention of lying low. Most of Reidar is a massive man,
Jens men died in the first week a Dorn and a fighter who
they were there while on a mis- would gladly go out of his
sion to assassinate the Bastard way for a chance to cleave an
Count, Helrion Baden; unbe- orcs skull. He likes to drink,
knownst to Jen, they were killed likes to fight, and enjoys the
under the orders of Colin the Tanner, scent of the sea. None of
Tomass right-hand man, as the Badens these traits make him a good
feared that such an overt action would ambassador for the Pirate
bring the city crashing down. All Jen Princes. Unfortunately, until his
knows is that the Badens refuse to fight on replacement arrives, this loquacious drunk
their own ground. He has learned that they will even is all they have.
sacrifice a fighter for the cause rather than do the right He originally came to Badens Bluff as an aid to a
thing. This kind of cowardly pandering is what led to the much more experienced ambassador. Things seemed to
fall of Erenland in the first place, according to Jen; see- go well for a while. Then, quite suddenly, something
ing it again in the great Baden resistance turns his that looked like an Erenlander but shrugged off solid
stomach. blows tore down the door to their sleeping chambers.
Rather than admit failure, Jen has retreated into The ambassador died within seconds. Reidar would
the sewers. He has begun to rebuild his cell, recruiting have followed him into death if he had not broken and
resistance fighters that are newer to the city or more per- run. The creature did not pursue.
manent locals who yearn for a more active fight against The Badens are not entirely sure what to do with
their oppressors. So far they have executed only a few him. They placed him in a relatively secure location as
minor raids, carefully covering their tracks. Despite his an interim measure. His close brush with an obvious
frustrations, Jen remains a careful planner and a danger- Shadow servant has them worried, though. If they can-
ous combatant. If he continues down his current path, not get him off the shores in short order they may have
however, he is likely to make the kinds of mistakes that to kill him, both for their own protection and for the pro-
lead to a legates torture chamber. tection of the pirates themselves. Reidar remains happi-
ly oblivious to the continually increasing tension around
him.

Appendix
New Rules
Under the Shadow introduces dangerous new from the current status-quo. The DM may disallow any
opponents and powerful allies. The background infor- vision he feels fails to inspire heroism or at least strong
mation and illustrations presented in this appendix are action in Eredane.
closed content. All other material presented in this chap-
ter is designated as Open Game Content. Class Skills
The visionarys class skills (and the key ability for
The Visionary each skill) are Appraise (Int), Bluff (Cha), Craft (Int),
Decipher Script (Int), Diplomacy (Cha), Disguise (Cha),
Gather Information (Cha), Handle Animal (Cha),
Intimidate (Cha), Knowledge (geography) (Int),
New Prestige Class Perform (Cha), Profession (Wis), Sense Motive (Wis),
and Speak Language.
One hundred years ago, the Shadow came from Skill Points at Each Level: 4 + Int modifier.
the north and extinguished all hope from the world.
Only scattered fighters remain to oppose him, many pur-
suing ultimately self-destructive paths. However, no Class Features
matter how dark things may seem, there are men who All of the following are features of the visionary
will continue to dream of a chance to regain the light. prestige class.
Even in the broken lands of Eredane those dreams may Weapon and Armor Proficiency: The visionary
kindle a flame, blazing bright enough to give men hope gains no proficiency with weapons or armor.
once more. Vision (Su): At 1st level the visionary creates a
Among those who dare to dream stand the vision- unique view of the future. This vision, regardless of its
aries, men and women who not only see a brighter contents, feels just as real to the character as the real
future but inspire others with their vision. They blaze world does to ordinary people. The visionary can, as a
like beacons in the Last Age, attracting the lost and the standard action, use his Perform skill to communicate
hopeless to their cause. this vision to one character per class level within range.
Hit Die: d8. For each shared alignment component (e.g., a lawful
neutral character affected by the vision of a lawful good
Requirements visionary), a target gains a +1 bonus to attacks, level
checks, skill checks, and saving throws for as long as the
To qualify to become a visionary, a character must visionary performs. For each opposed alignment com-
fulfill all the following criteria. ponent (e.g., a chaotic evil character affected by the
Skills: 10 ranks each in any three Charisma-based vision of a neutral good visionary), a target suffers a 1
skills. penalty to armor class and to damage rolls. For this pur-
Feat: Leadership pose, chaotic is opposed to lawful and good is opposed
Special: The character must clearly articulate a to evil, but neutral has no opposed component.
vision of the future. This vision must include specific A target may gain both the penalty and the bonus
long-term and short-term goals, a clear role for both the from this ability simultaneously.
character and his allies, and at least one radical change
Appendix: New Rules 57

This ability has a range of 60
ft., requires line of sight, and is a
mind-affecting and sonic effect. The The Visionary
vision is maintained for as long as the
visionary spends a move action each Class Attack Fort Ref Will
round, up to a maximum of 1 minute Level Bonus Save Save Save Special
per class level. After the visionary 1st +0 +2 +0 +2 Vision, Visions Gift
ceases to maintain the vision, all 2nd +1 +3 +0 +3 Visions Gift
affected targets retain their bonuses 3rd +2 +3 +1 +3 Guiding Light +2
and penalties for a number of rounds 4th +3 +4 +1 +4 Visions Gift
equal to the visionarys Charisma 5th +3 +4 +1 +4 Guiding Light +4
modifier. 6th +4 +5 +2 +5 Visions Gift
The visionary may use this 7th +5 +5 +2 +5 Guiding Light +6
ability a number of times per day 8th +6 +6 +2 +6 Visions Gift
equal to his visionary class level. 9th +6 +6 +3 +6 Guiding Light +8
Guiding Light (Ex): At 3rd 10th +7 +7 +3 +7 Visions Gift
level the visionarys inspiration
draws others to him. He may increase
his leadership score by +2. Every odd
level thereafter this bonus increases
by +2, to +4 at 5th level, +6 at 7th level, and +8 at 9th exactly why, those who feel it find it both comforting
level. and sustaining. With a standard action and one use of
Visions Gifts (Su): At 1st level and at every even your vision ability, you may target one creature within
level thereafter, the visionary may select one of the fol- 60 ft. that is suffering from a morale penalty. If there
lowing special abilities. These abilities arise from his was a saving throw against the effect, the target may
vision of the future; as such, their selection should make an additional immediate saving throw against the
reflect the visionarys hopes as well as his ability force effect with a bonus equal to your Charisma modifier. If
that dream into the real world. Unless otherwise noted, there was no saving throw against the effect, any penal-
each gift may only be chosen once. ties up to your Charisma modifier are negated.
Fires of Conviction: Those who share your stance Kindle Minds: Your vision reminds others of their
on the world can feel your visions power blazing from inner courage. With a standard action and one use of
you. Increase the bonus granted to characters with your your vision ability, you may target one creature within
exact alignment (e.g., a neutral good character affected 60 ft. that is suffering from a fear effect. If there was a
by the vision of a neutral good visionary) by an addi- saving throw against the effect, the target may make an
tional +1. This gift may be chosen multiple times. additional immediate saving throw against the effect
Fires of Acceptance: Those whose stance on the with a bonus equal to your Charisma modifier. If there
world differs from your own can nonetheless see the was no saving throw against the effect, you may lessen
benefits of your vision. Allies affected by your vision the fear effect by one step (i.e., from panicked to fright-
may ignore the penalties caused by opposed alignment ened, from frightened to shaken, or from shaken to unaf-
components. fected).
Fires of Destruction: Your presence quells your Kindle Spirits: Your vision reasserts others faith
enemies. Increase the penalty inflicted on characters in their view of the world. With a standard action and
with two opposing alignment components (e.g., a lawful one use of your vision ability, you may target one crea-
evil character affected by the vision of a chaotic good ture within 60 ft. that is suffering from a compulsion
visionary) by an additional 1. This gift may be chosen effect. If there was a saving throw against the effect, the
multiple times. target may make an additional immediate saving throw
Forged in Dreams: You must have fires of convic- against the effect with a bonus equal to your Charisma
tion, fires of acceptance, and fires of destruction to modifier.
select this ability. Those who interact with you can Light the World: You must have kindle hearts, kin-
almost see your dreams edges with their waking eyes. dle minds, and kindle spirits to select this ability. Your
With a standard action and one use of your vision abili- vision radiates out from you in everything you do, sub-
ty, you may target one indifferent, unfriendly, or hostile tly bending the world to your will. By using one of your
creature within 60 ft. The target must make a Will save daily uses of the vision ability as a free action, you may
(DC 10 + your class level + your Cha modifier). If he re-roll an attack roll, saving throw, or skill check you
fails, his attitude shifts to friendly for a number of hours just made. You must declare that you wish to re-roll
equal to your Charisma modifier. before the DM declares whether the roll results in suc-
Kindle Hearts: Your vision sparks an answering cess or failure. You must take the result of the re-roll,
flame in others hearts. Even though they may not know even if its worse than the original roll.
58 Appendix: New Rules

Oathbinder: Those who swear to follow your Fallen Courtier
vision find themselves bound to you. They become one
of your oathbound, sworn to your cause. You can, as a You serve the Fallen Court, the organization at the
standard action, use one of your daily uses of the vision heart of the Badens Bluff resistance. You know their
ability to sense the direction, distance, mental state, and methods, their systems, and how to access their
health of any of your own oathbound. You may have a resources when far from home.
number of oathbound equal to your Leadership score. Benefit: You may attempt to find a Baden cache or
This is a magical connection that has no maximum safehouse as described on page 41. You gain a +2 bonus
range, but can be severed by anything that prevents div- to Sense Motive checks to determine characters alle-
ination magic. You instantly know if any of your oath- giances and a +2 bonus to any saving throw or skill check
bound die. made to resist a spell, effect, or skill check that would
Oathholder: You must have oathbinder to select cause you to betray knowledge of the Fallen Court.
this ability. You can, at need, use their oaths to strength-
en your oathbound. Whenever one of your oathbound
must make a Fortitude or Will saving throw you can, as Legate of the Bluff
a free action, use one of your daily uses of the vision
ability to substitute your base saving throw modifiers You participate in the constant exchange of serv-
for those of your oathbound. If you fail the saving throw, ices for favors that is so common to Badens Bluff.
both you and the oathbound suffer the effect equally. Prerequisite: Legate level 3rd, Cha 12.
Oathkeeper: You must have oathbinder to select Benefit: Once per day, you may make a DC 10
this ability. You can, as a standard action that uses one Gather Information check to find a resident of your dis-
daily use of your vision ability, issue a mental command trict who owes you a lesser favor, and a DC 10
to one of your oathbound that he must obey as if subject Diplomacy check to convince him to repay the lesser
to the command spell with a duration in minutes equal favor without having to resort to harsher measures. The
to your Charisma modifier. If the oathbound suffers DM is the final arbiter of who does and does not owe you
from any magical effect(s) that would prevent him from favors. Lesser favors include: a day of public service,
obeying (such as paralysis, being subject to a dominate information about the doings of one person, an agree-
person, etc.), you may make an immediate character ment to attend Izradors rituals on a date named by you,
level check to attempt to dispel each effect (instead of or an offering of food/items/equipment no greater than
adding your caster level to the roll, add your character your needs for one week.
level). If the oathbound wishes to refuse the command A number of times per month equal to your
he must make a Will save (DC 10 + your character level Charisma modifier, you may make a DC 25 Gather
+ your Charisma modifier). If he succeeds, he breaks his Information check to find a resident of your district who
oath and is no longer counted among your oathbound. owes you a greater favor, and a DC 25 Diplomacy check
Oathmaker: You must have oathbinder, oathhold- to convince him to repay the greater favor without hav-
er, and oathkeeper to select this ability. You can, as a ing to resort to harsher measures. The DM is the final
standard action that uses one daily use of your vision arbiter of who does and does not owe you favors.
ability, simulate a scrying spell on any of your oath- Greater favors include: one week of public service, an
bound with a caster level equal to your class level. This offering of food/items/equipment no greater than your
scrying effect does not create a magical sensor and needs for one month, long-term information (one year or
therefore cannot be detected. longer) about one person of your choosing, or the
betrayal of a friend.
Special: When you select this feat you must select
New Feats one ward in Badens Bluff. In order to maintain your

ability to call on lesser favors, you must spend at least
10 hours per week helping the wards residents; addi-
The Badens have spent the last 100 years studying tionally, you must use half of your 0-level and 1st-level
their oppressors and using those findings to develop spells each day assisting residents. There is a 25%
specific techniques for evading their scouts, tricking chance each day that you must use one additional spell
their guards, and defeating their tactics. They passed of a randomly determined level to assist your residents.
down those methods that worked; those that failed tend- Finally, in order to maintain your ability to call on
ed to vanish with the bodies of the fools who tried them. greater favors, you must spend three full days each
The legates of Badens Bluff have not been idle, month helping residents, using up all of your available
however. They have studied their opponents in turn and spells for those days except one of each level.
realized that the strongest of weapons may be mercy. If you fail to perform either duty, the DCs to find
residents who owe you favors and to convince them to
repay you increase by +10 per week missed (for lesser
favors) or per month missed (for greater favors) until the
time and effort are made up.
Appendix: New Rules 59

Shadow Cipher Huge +11
Gargantuan +15
You have a knack for deciphering the Shadows Colossal +19
codes.
Prerequisite: Fallen Courtier, 2 ranks in Decipher This natural armor comes both from the creatures
Script, literate in Black Tongue. supernatural toughness and from the heavy salt encrus-
Benefit: You can take 10 or take 20 on any tations covering its skin.
Decipher Script skill check to decipher coded text used Attacks: A brine ungral retains all the natural
by Izradors forces. Taking 10 requires 5 minutes per weapons, manufactured weapon attacks, and weapon
page of script and taking 20 requires 30 minutes per proficiences of the base creature. A creature with hands
page of script. gains one claw attack per hand; the brine ungral can
strike with each of its claw attacks at its full attack bonus.
Damage: Natural weapons and manufactured
Shadow Killer weapons deal damage normally. A claw attack deals
damage based on the brine ungrals size, as shown below.
The blood of orcs and legates alike has stained (Use the base creatures claw damage if it is higher.)
your blade.
Prerequisite: Fallen Courtier, sneak attack +1d6. Size Damage
Benefit: Whenever you do sneak attack damage Diminutive 1
to a servant of Izrador, you may add an additional +1d6. Fine 1
Tiny 1d2
Brine Ungral Small

Medium
Large
Huge
1d3
1d4
1d6
1d8
New Monster Gargantuan 2d6
Colossal 2d8
Those unfortunates who drown in the salty waters
near Badens Bluff suffer much the same fate as other Special Attacks: A brine ungral retains all the
unburned dead: they rise as ungral. However, the salt special attacks of the base creature. Additionally, it
and something worse in the water alters them signifi- gains the following special attacks:
cantly. Their hunger becomes more acute, and their abil- Rend (Ex): If the brine ungral hits with both claw
ity to withstand and deal damage increases considerably. attacks it automatically bites into its target. This bite
inflicts damage equal to double its normal claw damage.
Creating a Brine Ungral Vile Salt (Ex). If the brine ungral strikes an unar-
mored foe with a claw attack or rends an armored foe,
Brine Ungral is a template that can be added to the foe must immediately make a Fortitude save (DC 10
any corporeal creature with an Intelligence score of 5 or + one-half the brine ungrals Hit Dice). If the target fails,
more other than plants or undead (referred to hereafter he suffers 1 point of Constitution damage. In the case of
as the base creature). a rend the brine ungral also gains 5 hit points for each
Size and Type: The creatures type changes to point of Constitution damage it inflicts.
undead and it gains the Fell subtype. It retains any sub- Special Qualities: The brine ungral retains all the
type except for alignment subtypes (such as good). It special qualities of the base creature and also gains
uses all the base creatures statistics and special abilities undead traits.
except as noted below. Saves: Same as the base creature.
Hit Dice: Increase to d12. Abilities: +2 Str. As undead, brine ungrals have
Speed: Same as base creature. If the base creature no Constitution score.
does not have a swim speed, it gains a swim speed of 30 ft. Climate: Aquatic (Southern Sea of Pelluria).
AC: Natural armor bonus increases by a number Organization: None.
based on the brine ungrals size, as shown below. Challenge Rating: Same as base creature +2.
Alignment: Usually neutral evil.
Size Natural Armor Increase Advancement: By character class.
Diminutive +2 Special: A brine ungral must feed on fresh meat
Fine +2 every fifteen days. If it fails to do so, it becomes a brine
Tiny +2 faengral. The brine faengral retains its special attacks,
Small +3 swim speed, bonus strength, and enhanced natural
Medium +5 armor but is otherwise identical to a normal faengral.
Large +7
60 Appendix: New Rules

Map: Badens Bluff 61
62 Map: The Lands Near Badens Bluff
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Credits

ORIGINAL CAMPAIGN CREATION AND DEVELOPMENT

EDITING, LAYOUT, AND ADDITIONAL WRITING

Under the Shadow

T Stone Docks. The early morning mist swirled

War in the Shadows

6 Chapter One: City of Secrets

Chapter One: City of Secrets 7

8 Chapter One: City of Secrets

Chapter One: City of Secrets 9

The Snarl tavern: it is the headquarters of the resistance in Badens

10 Chapter One: City of Secrets

Chapter One: City of Secrets 11

12 Chapter One: City of Secrets

Chapter One: City of Secrets 13

14 Chapter One: City of Secrets

canopies, and metal-shod wheels. The wagons can be

Chapter One: City of Secrets 15

16 Chapter One: City of Secrets

Leewall The people of Weirhold appear as sodden and

Chapter One: City of Secrets 17

18 Chapter One: City of Secrets

The Weirhold is home to many butchers, but none

Chapter One: City of Secrets 19

20 Chapter One: City of Secrets

Chapter One: City of Secrets 21

22 Chapter One: City of Secrets

Chapter One: City of Secrets 23

24 Chapter One: City of Secrets

Beyond the Bluff

The Road of Ruin

Chapter Two: Beyond the Bluff 25

26 Chapter Two: Beyond the Bluff

Pellurian gentler than those to the east, a province of wooded hills

Chapter Two: Beyond the Bluff 27

The Plague Hills The Road of Salt and

28 Chapter Two: Beyond the Bluff

Chapter Two: Beyond the Bluff 29

30 Chapter Two: Beyond the Bluff

The Horse and Hearth

Chapter Two: Beyond the Bluff 31

32 Chapter Two: Beyond the Bluff

that Be vardatches for a change . . .

Chapter Three: Tyranny and Freedom 33

34 Chapter Three: Tyranny and Freedom

Chapter Three: Tyranny and Freedom 35

36 Chapter Three: Tyranny and Freedom

Politics and Factions

Chapter Three: Tyranny and Freedom 37

38 Chapter Three: Tyranny and Freedom

Chapter Three: Tyranny and Freedom 39

40 Chapter Three: Tyranny and Freedom

Chapter Three: Tyranny and Freedom 41

42 Chapter Three: Tyranny and Freedom

immediately. The agent may not try

Chapter Three: Tyranny and Freedom 43

Heroes and Villains

44 Chapter Four: Heroes and Villains

Chapter Four: Heroes and Villains 45