Geography of the Underdark


Faerûn's Underdark includes drow cavern-cities, sunken aboleth strongholds, entire realms of mind flayers, and wondrous vistas shrouded in everlasting darkness. The section describes some of the most notorious, important, and incredible locales in the Realms Below.

The locales described here do not represent an exhaustive list of Underdark realms. Uncounted hundreds - perhaps even thousands - of deeply buried caverns and lightless cities exist beneath Faerûn, and virtually every surface-world dungeon seems to connect to murky depths from which all sorts of horrors can spew forth. Consider the places discussed in this section to be the ones the knowledgeable surface folk know of, and a sampling of the type of places that deep-delving heroes might explore.

Underdark Domains

Faerûn's Underdark is not a single, contiguous cavern system, and even places on the same level may not connect to each other. The existence of Underdark settlements beneath Waterdeep and Raven's Bluff, for example, does not mean it is possible to travel from one city to the other underground. In fact, the Underdark consists of a number of discrete domains. A domain is simply a collection of Underdark locales among which underground travel is reasonably easy. In certain places it may be possible to trail-blaze a route from one domain to another, but then again, it may not.

An Underdark domain is something like a large island in the surface world. It may feature several distinct terrains and cultures, but it's possible to travel all over the island without having to set sail on the ocean. Similarly, two locales in a single domain are connected by enough cave systems, tunnels, and other passages to enable travel from one to the other without leaving the Underdark. Cities and settlements in the same domain are much more likely to engage in diplomacy, trade, or warfare than cities in separate domains. Like the continents or regions of the surface world, domains tend to group disparate cultures together and force them to interact with each other for good or ill.

Faerûn's Underdark consists of seven major domains, a dozen or so minor ones, and hundreds of otherwise isolated locales that don't appear to connect (at least not easily) to any other Underdark networks. The major domains include the following.

The Buried Realms

Beneath the mighty desert of Anauroch lie the Buried Realms, the demesnes of the unspeakable phaerimm. Because the Buried Realms are situated below the ruins of ancient Netheril and its daughter states, they contain many Netherese ruins. The presence of the phaerimm, however, prevents most fortune-seekers from venturing into this portion of the Underdark, and very little is known of any particular sites or cities here.

The Buried Realms are bounded in their entirety by an ancient magic artifice known as the Sharnwall. This tremendous barrier was created thousands of years ago by the mysterious sharns to imprison the phaerimm beneath Anauroch. No other creature is impeded in any way by the wall, but the phaerimm cannot pass it by any lore or skill at their command. Unfortunately, the Sharnwall was breached in at least one spot (near Evereska) only last year; so the phaerimm are now free to wreak havoc in the wider world.

The return of the City of Shade and the subsequent battles fought against the phaerimm contained the alien threat, at least for a time. However, the Buried Realms are still no place for a casual traveler to visit.

The Darklands

In the center of Faerûn, beneath the Dragon Coast and portions of the Orsran Mountains and Turmish, lie the Darklands. This immense domain stretches from Cairnheim (the realm of the Dodkong) in the west to the foul warrens of Traaskl Thorog beneath Chessenta in the east. The most powerful city of the Darklands has long been the great duergar city of Dunspeirrin, but the gray dwarves control only a small portion of this sprawling Underdark domain.

The Deep Wastes

East of the Buried Realms lies the small domain known as the Deep Wastes, which runs beneath the Dalelands and the Moonsea. Sparsely populated and largely wild, the Deep Wastes are home to the now-ruined drow city of Maerimydra, which once held Shadowdale as a conquered surface land.

The Deep Wastes extend as far as the Earthspur Mountains beneath the Vast. Few easy access points exist, however, so large portions of the domain are poorly explored.

The Earthroot

Far to the east, below the plateau of Thay and the towering rampart of the Sunrise Mountains, lies the vast domain known as the Earthroot. Very little is known about this domain, and since it lies beneath the Unapproachable East, few western folk ever even learn of ts existence.

The Earthroot is home to most of the drow city of Undrek'Thoz, as well as the duergar realm of Fraaszummdin. In its northerly reaches, it is a frigid area containing numerous ice formations and caves. Its southern portions extend out beneath Raurin, the Dust Desert. Some of the most ancient human civilizations of Faerûn rose above this portion of the Underdark, and many secrets from the lost empires of Nar, Raumathar, and Imaskar lurk within its unknown reaches. The greatest and best-kept of these secrets is the realm of Deep Imaskar itself, which lies below the Endless Wastes in the easternmost portions of the Earthroot.

The Glimmersea

Below the Sea of Fallen Stars lies a vast Underdark ocean called the Glimmersea, or sometimes the Sea of Starry Night. The Glimmersea lies 20 miles below the floor of the Sea of Fallen Stars. Its horizontal area overlaps that of the surface ocean for most of its extent, although the Glimmersea extends under some of the lands adjoining the Sea of Fallen Stars, such as Altumbel and Aglarond. Similarly, certain portions of the Sea of Fallen Stars, such as the Easting Reach, have no arm of the Glimmersea beneath them.

The Glimmersea's waters fill dozens of immense vaults. This waterway is noted for a number of spectacular ribbon-cascades that extend down into it from the cavern ceilings, thousands of feet overhead. In some of the Glimmersea's chambers, luminescent rocks in the ceiling glow like stars in a surface-world night, striking perfect reflections from the still waters of the sea's surface. This effect gives travelers the illusion of sailing amid a sea of stars.

Despite its great beauty, few travelers cross the Glimmersea. Several powerful aboleth cities lurk within its starry depths, and in the shallows stand numerous kuo-toa and sahuagin outposts.

Great Bhaerynden

In the south-central portion of Faerûn, below the endless plains of the Shaar, lies the homeland of not one but two Underdark races - Bhaerynden, the great caverns of the south. The first great homeland of the dwarves, Bhaerynden was conquered and occupied long ago by the drow when they first descended into the Underdark. The drow named their new realm Telantiwar, but their kingdom did not last. For some reason that has been forgotten in the intervening centuries, the great vaults that made up the heart of Telantiwar collapsed, crushing a dozen drow cities and creating the Great Rift in the process. Although the cavern that housed Bhaerynden no longer exists, it was only part of a sprawling network of caves and deep delvings. The gold dwarves now hold the Rift and many of the caverns surrounding it, but several powerful drow cities remain in this vicinity, including Guallidurth, Llurth Dreir, and Tlindhet.

The Northdark

North and east of Waterdeep lies a large and notorious domain called the Northdark. Many of the Underdark's most famous realms lie in this area, including the ruined svirfneblin city of Blingdenstone, the duergar Deepkingdom of Gracklstugh, and Menzoberranzan, the City of Spiders.

The Northdark is also home to the wreckage of numerous ancient realms, such as Ammarindar, Delzoun, and Netheril (this last in the form of Skullport). The Buried Realms lie quite near it to the east - in fact, the Northdark meets the Buried Realms beneath the ruins of Ascore. Countless orc-holds, troll-caves, and giant-delvings also lie buried beneath the Spine of the World to the North.

Old Shanatar

Extending for hundreds of miles beneath Amn, Tethyr, and Calimshan, Old Shanatar was once home to the powerful dwarven realm of Deep Shanatar. Only one of Deep Shanatar's eight kingdoms still stands today; the others have fallen to drow, mind flayers, and duergar. Of the major domains, Old Shanatar contains the most artificial delvings, halls, and passages, including works of tremendous scale.

Old Shanatar, like the Northdark, has been reasonably well explored.

Sites of Interest

The following entries describe cities, ruins, dungeons, and other points of interest that adventurers might wish to visit in the Underdark. A history is given for each, and for some of the more complex areas, descriptions of important sites and NPCs are included.

Reading the Entries

Each of the following entries includes a parenthetical note about its depth (Upperdark, Middledark, or Lowerdark) and its domain (or geographical region, if it does not belong to a major domain).

Unlike surface cities, Underdark cities tend to be monocultural. In many places, anyone who isn't of the dominant race is either a visitor or a slave. To reflect this arrangement, any city with a sizeable contingent of slaves has a separate notation for the slave population in its community statistics block. The population and racial breakdown of the free residents is given first, and then the slave population. Community assets are calculated from the total population because slaves do help to generate wealth, even if they don't hold any of it.


(Upper Northdark)

Beneath the valley of the Delimbiyr River, between the High Forest and the Graypeak Mountains, lie the ruins of the old shield dwarf kingdom of Ammarindar. This once-mighty realm fell into darkness in 882 DR, at the same time that the elven realm of Eaerlann was swept away by fiends boiling forth from the city of Ascalborn. It was this incident that earned that realm the moniker of Hellgate Keep.

For centuries, the demon overlords of Hellgate Keep explored the buried dwarven realm beneath their fortress. They used its spacious halls and cold forges to gather armies of orcs and breed demonborn warriors, such as the tanarukks. Hellgate Keep itself was finally destroyed only three years ago, but the evil lying beneath its dungeons still thrives. The half-demon Kaanyr Vhok (CE male human half-fiend Fighter 7/Rogue 2/Wizard 6), also known as the Sceptered One, rules over thousands of tanarukks, orcs, and other such rabble, dreaming of the day when his Scoured Legion will seize him a true kingdom to rule.


(Upper Northdark)

A fungal growth the size of a kingdom, Araumycos is a single living creature of enormous size. It occupies the area beneath the High Forest, beginning at a depth of 1 mile under the surface and ending at a depth of 3 miles. Araumycos is thought to be the oldest living creature on Toril. The gods of Faerûn do not speak of it, and divine divinations regarding it always fail. Araumycos is immune to magic and has all the traits of the plant creature type, although its sentience is debatable.

Fungal creatures of all varieties, including many dangerous kinds, live within Araumycos. Colonies of fungus folk live inside its body and protect their domains aggressively. These hamlets and villages rarely contain anything of value, although the fungus folk tend to store spoiled corpses of various creatures that they consume, on the off chance that their food may have had something of value on it before it died.

Travel within Araumycos is difficult. Many passages and caves are entirely blocked by bulging, gray-white masses that resemble giant accumulations of puffball fungus (hardness 3, 180 hit points per 5-foot cube). Damaged sections of the fungus grow back at the rate of 1 hit point per round. It's not uncommon for travelers to hack their way hundreds of yards into Araumycos, only to find that the gray stuff has grown over their backtrail, sealing them inside. Other passages are only partially full, and travelers can wade through or walk on top of the fungus (Balance DC 15). Running or charging within Araumycos is impossible.

Though usually docile, Araumycos occasionally lashes out at intruders. It can choke invaders with deadly poisons, dominate them with insidious spores, or attack with mobile manifestations that resemble the various oozes and slimes. The creature has displayed all the psionic attack modes, although it seems to prefer mind blast and mind thrust. Fighting Araumycos in psionic combat is patently insane; it seems to have are inexhaustible supply of power points, and its magic immunity extends to the psionic realm as well.

On rare occasions, enormous patches of Araumycos die, revealing ancient civilizations ripe for plunder beneath. When this happens, every city of any size in the North - surface or Underdark - sends one or more search parties in to bring back whatever they can. Parties of Shadovars from the Empire of Shade seem particularly interested in what lies below Araumycos, and they have burned away various parts of it with acids since their return, obviously in search of something particular.

Blessed Seahaven

(Lower Deep Wastes)

seahavenA kuo-toan enclave in the Lowerdark, Blessed Seahaven is a thorp with approximately 40 residents. It borders on an arm of the Glimmersea, deep below the coasts of Sembia.

Blessed Seahaven (small town): Monstrous; AL NE; 40 gp limit; Assets 80 gp; Population 39; Isolated (kuo-toa 100%).

Authority Figures: Phil Seachild (NE female kuo-toa cleric 5/Sea Mother whip 2 of Blibdoolpoolp) is the leader of the settlement. Her second-in-command is Sloomik Gordscale (LE male kuo-toa monk 6), an especially zealous and ambitious monitor. Tension between the cleric and the monitor runs high - neither likes or respects the other, and each seeks a good opportunity to bring the other down.

Guards: Sixteen of the adult kuo-toas, including several with levels in fighter or rogue, serve as guards here.

Temple of the Sea Mother

This temple is the heart of Blessed Seahaven.

1A. Ceremony Hall

Blibdoolpoolp's worshipers attend daily services here. Services have enthusiastic attendance, since anyone not on guard duty who misses a ceremony gets a courtesy visit from Sloomik.

1B. Holy Pool

This site is where the priests drown sacrifices to the Sea Mother on the high holy days. Kuo-toa priests, inquisitors, and those who have proven themselves particularly devout or faithful are allowed to use this pool as a special spawning pool. One of the acolytes is always on duty here.

1C. Acolytes' Dormitories

Only three acolytes (Cleric 1) currently serve in the temple. They all stay together in the largest of the dormitories, which has enough room to house up to fourteen kuo-toa priests.

Each of the smaller rooms is furnished with two sets of bunk beds and four chests. The larger room has three sets of bunk beds and six chests.

1D. Monitor's Room

This room is reserved for the monitor, Sloomik Goldscaks, but he spends little time here. The chamber is furnished simply with a desk, chair, and bed. A two-way secret door enables Sloomik to come and go without entering and exiting through the main temple. During the day, he can usually be found watching the public spawning pool from the ledge above it. In the evenings, he's often at the guardpost.

1E. Privy

This small privy is shared by the monitor and the resident acolytes.

1F. Church Administrative Offices

All community records are kept here, including births, deaths, infractions and punishments, tithes, payroll, and sacrifices.

1G. Closets

These storage closets contain vestments, censers, and general supplies.

1H. Privy

The head priest and those working in the office use this privy.

1I. Library

Most of the scrolls and tomes here focus on Blibdoolpoolp and her worship. Histories of different churches and biographies of stalwart whips and monitors take up most of the space. A small genealogical section endeavors to trace the lineage of a few kuo-toa rogues that were exalted to the status of kuo-toa leviathans.

1J. Head Priest's Quarters

The room is sumptuously furnished with silk wall hangings, wood furniture, and thick carpets, all of which depict the Sea Mother or her kuo-toa worshipers. Phil Seachild keeps only a few possessions here. A one-way secret door enables the head priest to leave the building unimpeded.

2. Spawning Pool

This sheltered pool is almost always occupied by some of the townsfolk who wish to soak or breed. A guard maintains a vigilant watch over it from the high cliff.

3. Guardpost and Barracks

This area is the only entrance to the thorp, and it is always well guarded. The captain, Bibble Goddessgifted, is a kuo-toa monitor (Monk 3). Either she or her lieutenant (Jopaarg, kuo-toa Rogue 5) oversees this sentry post. Six guards (kuo-toa Fighter 4) rotate duty here, with two active, two resting in the barracks, and two off duty at any one time.


(Upper Northdark)

Once an industrious svirfneblin city beneath the Silver Marches, Blingdenstone was destroyed in a drow attack two years ago.

Most of the city's inhabitants were slaughtered by summoned bebiliths or taken captive by waiting drow warriors, but a number escaped through various tunnels and mine shafts throughout the city. The largest group (almost 500 refugees) sought the safety of Silverymoon on the surface.

Blingdenstone did not remain deserted for long. Shortly after its fall, three separate groups moved into the space and began reallocating its resources. Since none of them care about the same things, they were able to live in relative harmony for a while. In the meantime, the rulers in Silverymoon have vague plans to reclaim the city as a first line of defense against underground attack. Some enterprising adventurers might be able to make a tidy profit if they could present a compelling proposition to scout the city and its surrounding areas with an eye toward reclamation.


A small community of wererats has mastered the maze at Blingdenstone's entrance and taken up residence, in the first few chambers of the city. These wererats include a number of Blingdenstone survivors who escaped into the Underdark, only to run afoul of a band of wererats lurking in a played-out mine. The svirfneblin refugees destroyed the wererats in a furious skirmish, but the curse of lycanthropy was already at work among their wounded, and soon enough those who had been infected by the wererats killed or drove away those who had not. A deep gnome known as Seldig (LE male wererat svirfneblin Rogue 6/Wizard 6) rose to lead the band. He took his followers back to the city to see what they could scavenge.

Finding no occupants, the wererats began to live easier, drinking the clean, steady water supply and eating the fungi that had regrown after the attack. The wererats now number twenty-five, and they aggressively ambush any small parties of treasure-seekers (sometimes drow, sometimes surface folk) that wander into Blingdenstone. Because the svirfneblin flooded and collapsed certain interior city tunnels during the attack, the wererats can't get very far back into the city. However, they manage to live well enough in and around the city's entrance maze.

Ogremoch's Bane

Ogremoch's Bane is a cloud of sentient magic dust that has drifted around the recesses of Blingdenstone for years, like a bad odor that won't disperse. Nongood creatures from the Elemental Plane of Earth caught in it are bent to its evil will. Named for Ogremoch, lord of evil earth creatures, the cloud was previously thought to drive earth elementals into a destructive frenzy, but now that the city is no longer occupied by good gnomes, the cloud seems to have changed agendas.

Ogremoch's Bane has begun collecting a cadre of earth elementals and outsiders within the darkness of the rear caverns. In the back of the city, dozens of planar creatures of earth stand inert as the cloud swirls around them, whispering promises of victory and glory in Terran. Earth elementals, mephits, xorns, thoqquas, and even stranger creatures wait, still as statues. Many of these creatures were diverted from protecting the deep gnomes during the drow attack, but a few have been summoned or snared since.

Drow Scavengers

Before the fall of the city, the svirfneblin buried hundreds of spellgems in the rock around Blingdenstone as a magical defense against burrowing attacks. Since the fall of the city, several drow wizards, under orders from their priestesses in Menzoberranzan, have been using dominated xorns to dig them out for resale. Gems containing glyph of warding, symbol, and weird spells are most common, although other spellgems - some unique to the Blingdenstone gnomes - remain embedded in the rock, protecting empty space. The xorns glide through the earth toward the gems, swallowing them without triggering them (at least in most cases).

When they have completed their assigned routes, they return and regurgitate the gems into extradimensional spaces that the wizards have prepared to keep from activating the proximity spells within the stones. Afterward, the drow attempt to identify the gems ethereally and sell them in Mantol-Derith or Menzoberranzan. Xorns that showed restraint by not eating every gem in sight were more or less welcome in Blingdenstone when it was occupied, so nothing about their alignment or appearance generally triggers the spellgems.

The dark elves of Menzoberranzan's House Duskryn maintain a small, permanent garrison here, since Duskryn holds a charter from House Baenre for the salvage of Blingdensrone's spellgem defenses. Drow of other Houses can and do ignore this charter and dig whatever treasures they can from the ruins, but Duskryn warriors have dispatched more than one party of interlopers. Such skirmishes, however, have thus far been only with drow from Houses so small that Duskryn cares nothing about offending them. The leader of the Duskryn garrison is Zelzpassa Duskryn (NE female drow Rogue 3/Cleric 7 of Lolth).

The Boneyard

(Middle Earthroot)

A large necropolis flourishes in the western portions of the Earthroot, deep under Thesk. Ruled by a vampire named Hamezaar, the city has more than 1,000 inhabitants. Only five of the residents are living; three of these are necromancers and two aspire to lichdom. Much of the city's population is composed of mindless undead, mostly zombies and skeletons of all shapes and sizes. Ghouls, ghasts, shadows, and wraiths are also plentiful.

The Boneyard is more properly Pholzubbalt, the Mausoleum City. A secret cabal of Mulhorandi necromancers founded the city as a secret stronghold more than a thousand years ago, before Thay rebelled from the pharaoh's rule. For centuries the cabal's power waxed and waned, depending on how vigorously the reigning godkings chose to suppress it, but by the year 1000 DR, Pholaubbalt lay abandoned and forgotten, and the necromancers vanished into history. In the year 1238 DR, a lich named Ulpharz rediscovered Pholzubbalt while pursuing hidden secrets of the ancient cabal. Delighted to find a whole city of mausoleums and chambers devoted to necromantic rites, the lich set about animating a suitable contingent of servants and followers for himself.

Adventurers exploring this portion of the Earthroot stumbled into Pholzubbalt a few years ago and beat a hasty retreat. Without any knowledge of the city's history or purpose, they simply christened it "The Boneyard" and marked it down as a good place to avoid.

Denizens of the Boneyard

Over the course of centuries, literally thousands of skeletons and zombies have been amassed in Pholaubbalt's crypts and halls, waiting for the next necromancer or cleric to issue them orders. While dangerous to inexperienced adventurers, such creatures are not particularly threatening to skilled delvers of the Underdark. The city's undead masters, however, are decidedly threatening.

Hamezaar (NE male gold dwarf vampire fighter 7/ranger 3/blackguard 9) gathers powerful undead to his banner with a bold vision of conquering the Earthroot. Hamezaar overthrew the lich Ulpharz more than a century ago and claimed Pholzubbalt for his own. He rules by his strength of personality and political astuteness, pitting each of his lieutenants against each other.

Espera (CE female earth genasi necromancer 17) despises the living and loves the dead. She hates the quirk of fate that made her a native outsider, because she would like nothing more than to become a vampire.

Dawn of the Lightless Sun (NE female human cleric 17 of Velsharoon) lived in the Wizards' Reach for most of her life. A few years ago, she had a vision of the earth convulsing and vomiting forth undead of all descriptions. In her dream, she proudly presented them to the avatar of Velsharoon. When she woke, she distinctly remembered the name Hamezaar and went in search of her destiny. She serves him because his goals seem to coincide with hers, but she also contemplates how to best kill him and take over the rulership of the Boneyard.

Gohzet (LE male mummy rogue 5/assassin 6) is Hamezaar's most powerful tool. Gohzet pledged his loyalty to Hamezaar and serves him unquestioningly. Sometimes the vampire sends Gohact into the Darklands or Great Bhaerynden on missions of assassination.

Ss'lesh (LE female medusa vampire) is the direct spawn of Hamezaar and serves him faithfully. Her mix of medusa and vampire abilities makes her an exceptionally tough opponent. She never leaves her vampire-father's side.

Vr'tark (LE male mature adult blue dracolich) had the misfortune while alive of becoming the target of a cult that wished to make him into a dracolich. First, they presented him with a cursed item, a headband of idiocy, which appeared to be a headband of intellect. Then they completed their mission and transformed him into a dracolich. Vr'tark eventually escaped from his captors and fled into the Underdark, eventually ending up at the Boneyard.

Confused and not very sane, Vr'tark views Hamezaar as his lieutenant and is content to feel that he rules through the vampire. The dracolich spends most of his time playing with the treasures in his hoard and muttering about some adventures he had in life. Thus far, the dracolich and the vampire have not been in conflict, but tensions are rising. Vr'tark is becoming more demanding, and Hamezaar is losing patience with placating the powerful, but dumb, dracolich.

Cleotraw (NE female drow sorcerer 4/cleric 11 of Lolth) came to the Boneyard to finish creating her phylactery as the last step of her development into a lich. A member of a powerful drow House in the city of Undrek'Thoz, she would ultimately like to lead the forces of the Boneyard against her former home city. But she knows that such an effort must wait until the numbers of undead grow and she has completed her transformation.


(Upper Deep Wastes)

About a hundred goblin warrens are scattered throughout the Upperdark, but this one stands out from the rest because it has a strange, veneer of civilization. The tribe that lives here is led by a mixed council of blues (psionic goblins) and bugbears, which provides just the right mix of brains and brawn to force the goblins out of their squalor and into a more cohesive society.

Brikklext (hamlet): Magical; AL NE; 100 gp limit; Assets 1,050 gp; Population 242; Isolated (goblin 80%, bugbear 11%, blue 5%, worg 4%).

Authority Figures: Overshadow Wronsa (NE male bugbear fighter 6/rogue 3), warchief of Brikklext.

Important Characters: Gryxt CLE female blue psion 6), most powerful psion of the tribe; Driklret (CE male blue psion 5, the Overshadow's spymaster, a psion who spends most of his time pulling the Overshadow's strings; Pruet (CE female bugbear cleric 6 of Hruggek), the Overshadow's consort and leading religious figure of the tribe.

Warriors: Brikklext's warriors include about 50 goblins, 12 bugbears, and 5 blues.

Watersellers: About 30 of the tribe's goblins belong to the Watersellers, a gang of murderous rogues who extort and intimidate weaker tribes for miles around.

Lying just under the southern foothills of the Earthspur mountains, this shallow goblin warren has only the most tenuous connections to the Underdark. Most of Brikklext is no more than 500 feet below the surface, although a heavily trapped tunnel at the back of the warren leads down into the section of the Upperdark that lies beneath the Earthspurs. Overshadow Wronsa rules this small goblin tribe in typical bugbear manner: with the back of his hand. His consort, Pruet, manages the goblins' religious existence in a similar manner. The difference between Brikklext and any other goblin warren is the presence and influence of the psionic blues.

Driklret serves as Wronsa's sounding board and shadowy enforcer, while Gryxt assists Pruet with practical management and religious duties. The blue-bugbear alliance is solid - the blues know they would be killed without the patronage of the bugbears, and the bugbears know that the skills and intelligence of the blues are what has made Brikklext more than just another warren full of forgettable goblinoids. Though radically different, the blues, and bugbears are united in their collective ambition.

The defining asset of Brikklext is its underground reservoir. Under the blues' direction, the goblins diverted a spring that had once supplied the communities on the surface with water. With considerable digging and dam building, they redirected its waters to flood several underground caverns in the south end of the warren, creating a vast reservoir of clean drinking water.

When their spring mysteriously dried up, the surface residents were forced to either go out of their way to get water or buy their supplies from the goblins, who helpfully began appearing on a daily basis with wagonloads of water casks for sale. There has been some grumbling about the situation, but so far all the communities and individual monsters in the area have reluctantly complied with the arrangement. A few hobgoblin tribes have even contracted with Wronsa for regular water deliveries. Anyone who attacks the water wagon gets a visit from a bugbear and a blue to clear up any "misunderstandings."

The proceeds from the water sales have gone into fortifying the warren and making it a respectable place to live. The "citizens" of Brikklext are taking to civilization slowly. The idea of private property, codified laws, and a trade system of sorts is difficult for them to grasp, but a few of the brighter goblins are beginning to catch on to the benefits. One result of all these changes has been a population explosion in the community. As Brikklext grows, the bugbears and blues are finding it more expedient to expand downward than outward. Not only is there more room available below, but the blues think it might be unwise to provoke the nearby human towns by growing too quickly.

Most of the goblins still sleep in one large chamber, and the warren tunnels are no more than 4 feet in diameter. Pruet has forced the goblins to worship Hruggek rather than Maglubiyet, but this change of allegiance hasn't proven to be a problem so far.

Every adult goblin is a militia member, and all are well armed with sharpened longspears and shiny morningstars. The goblins of Brikklext even seem to have developed a working grasp of unit fighting tactics. Many wear chain shirts, and each lieutenant carries a masterwork weapon and wears a suit of half-plate that looks like halfling manufacture.

Brikklext hardly has an impressive pedigree. The community has only had a name for the last eight years, and until Gryxt and Drikiret arrived seven years ago, it was nothing more than a squalid goblin warren. When the blues arrived, they made frequent use of their charm person abilities to gain acceptance and influence in the community. Over time, Wronsa and Pruet began to appreciate the pair's clever contributions, and eventually the bugbear leaders even grew to like the weak, blue-skinned goblins. These days, the blues don't need to use their psionics to get what they want out of Brikklext's leaders.

Brikklext has only one area that could be considered an important site: the reservoir. A series of dams holds thousands of gallons of fresh, clean water in four large caverns. About a year ago, Gryxt tried to stock the reservoir with trout to supply the hamlet with a steady food supply. Unfortunately, the presence of that food attracted a merrow, which began to eat the fish and an occasional goblin. No one has yet been able to capture or kill the water ogre, since she has proven annoyingly resistant to the blues' psionics.

Cairnheim, Demesne of the Dodkong

(Upper Darklands)

This stone giant village reeks with the stench of the undead. Ruled by a stone giant lich called the Dodkong, this "kingdom" has few residents, but even a handful of stone giants can level a town or scatter a company of human soldiers. The Dodkong sees no reason to conquer new territories when his effective rule through fear extends far beyond the series of tall caverns where his stone giants dwell. The residents of Cairnheim spend their days hewing out precious stones and carving rock into crude art.

Cairnheim (village): Conventional (Monstrous); AL NE; 200 gp limit; Assets 5,460 gp; Population 546; Isolated (stone giant 96%, undead stone giant 4%).

Authority Figure: The Dodkong (male lich stone giant sorcerer 10), master of Cainheim.

Important Characters: Ruvok Aerthmett (female stone giant expert 6), royal artisan; Koenig Serpentspine (male undead stone giant ranger 9), Chief of the Dodforers.

Warriors: Any adult stone giant is a competent fighter, and many of Cairnheim's giants also have levels in barbarian, fighter, or warrior. Cairnheim is home to about 260 adult stone giants, plus 20 dodforers (or "Death Chiefs"), a special kind of undead stone giant.

Cainheim extends from just beneath the surface in the Giant's Run Mountains to a depth of approximately 1/2 mile. The village is spread out through a winding series of lava tubes and caves, which surprisingly required very little modification to be comfortable for stone giants.

Though the cavern system constitutes the boundary of Cairnheim proper, the Dodkong claims a much larger region in his heart. He considers everywhere that he is feared as his realm. He does not outwardly manifest his claim by planting flags or bellowing his kingship; he simply expects to be obeyed in a much larger area than he directly controls. In addition to his stone giants, the Dodkong also commands an unknown number of hill giants in the region and also receives tribute from nearby human communities.

The Dodkong has existed for at least 1,500 years. Conservative but crafty, he uses misdirection as his principal tool. Rather than exercising brute force, he prefers to turn his enemies against each other and thus weaken more than one foe at once.

When one of the clan chieftains in Cainheim dies, the Dodkong brings him back to unlife as a dodforer, using ancient giant rituals and the power of the crown of Obadai, a stone giant artifact that giants the Dodkong power over the undead. The dodforers are old and wise, but still younger than the Dodkong himself.

Trespassing in Cairnfieim, or in any place that the Dodkong claims, is punishable by death. However, the Dodkong clings to an ancient, little-known giant custom that requires him to give aid for three days to anyone who requests it. He does not advertise his adherence to this custom because he doesn't actually want to offer hospitality, but a character can recall this piece of information with a DC 20 bardic knowledge check or DC 25 Knowledge (history) check. Those who invoke the ancient custom receive beds, food, water, wine, and minor healing at no cost, instead of instant death. At the end of the third day, wise visitors are at least a stone's throw away from the Dodkong's claimed realm.

Sometimes while visitors are staying in Cairnheim, the Dodkong asks a favor in return for his hospitality. This is not technically part of the ancient custom, so he presents it as part of the gracious guest's duty. Those who deny him what he asks do not receive hospitality a second time, even if they request it, and they might "accidentally" misjudge the passage of three days in the lightless Underdark.

Brief History

Long ago, the giantish realm of Nedeheim controlled the Giant's Run Mountains. Its artisans and engineers carved great roads and stairs through the peaks and tremendous halls beneath the hills. Nedeheim was destroyed in -5350 DR by the armies of High Shanatar, and the giantish realm was reduced to a handful of scattered clanholds that soon became reclusive and backward.

In -160 DR, the Dodkong appeared from the dark below. He has never discussed either his origins or how he came to hold the crown of Obadai. But on his arrival, he gathered the stone giant clans of Nedeheim that had fled into the Underdark 5,000 years earlier and forged a kingdom from them.

Since that time, Cainheim has grown slowly. More than 500 stone giants now inhabit the village of Cairnheim, which is located in a high mountain cavern in the heart of the Giant's Run. More than a dozen minor clanholds of stone and hill giants throughout the mountain range acknowledge the Dodkong as their ruler. Several large tribes of ores and hobgoblins would also answer the Dodkong's call, if the undead giant chose to muster the humanoids to his banner.

Chaulssin, City of Wyrmshadows

(Middle Northdark)

Below the northern tip of the Rauvin Mountains lies Chaulssin, a deserted ruin that overhangs a tremendous abyss through which cold wind perpetually screams. The city rests on a great spar of stone that juts out into the emptiness, and its ramparts and galleries overlook a terrifying void.

Chaulssin was once a drow city, but a clan of shadow dragons conquered the city and enslaved its inhabitants some 1,500 years ago. The Wyrmshadow dragons ruled Chaulssin for centuries, but at last they were overthrown by their own half-drow/half-dragon progeny, who had mastered powerful planar magic. Few of the Chaulssin descendants survive today, but a secret House of master drow assassins (the Jaezred Chaulssin) uses the place as its hidden stronghold.

Chaulssin exists partially in the Plane of Shadow, so tendrils of shadow-stuff constantly wind through the ruined city. Deadly creatures from the Shadow haunt its streets, and from time to time whole quarters of the city vanish into the gloom entirely; not to reappear for years.

Ched Nasad, City of the Shimmering Webs

(Middle Northdark)

Formerly a cosmopolitan drow city suspended on more than one hundred layers of calcified webs, Ched Nasad now lies in smoking ruins at the bottom of its great chasm. During the general upheaval brought on by Lolth's silence, House Zauvirr, a wealthy but low-ranking drow clan, arranged to smuggle hundreds of duergar mercenaries into Ched Nasad. Once inside, they launched a lightning onslaught against House Nasadra and House Melarn and attempted to seize the city. The duergar made extensive use of an alchemical incendiary known as stonefire to destroy the strongholds of the city's great Houses. But the stonefire bombs ignited the calcified webbing that supported the city's very structure, and one by one the great castles and thoroughfares of Ched Nasad fell burning to the bottom of the chasm. Whether this destruction was by chance or design on the part of the duergar is still unknown.

Despite the near-completeness of the city's destruction, some Ched Nasadans survived. A handful of minor Houses located on the chasm walls and in side-caverns weren't crushed by falling debris. The survivors numbered more than six thousand at first, but in the months since the catastrophe, almost half of this number have died of privation, fallen prey to Underdark monsters or gangs of slavers, or simply drifted away. A dozen drow Houses ranging in strength from ten to one hundred individuals still linger in the area, plus many crude gangs composed of ex-slaves and lesser races.

The cavern-wall holdings of the survivors have long since been sacked and either looted or destroyed in the absence of House armies to defend them. The remaining survivors live in small camps on the edge of the hole and spend their time delving into the ruins, recovering buried treasures, and fighting off anyone else who comes to do the same.

House Teh'Kinrellz

One of the minor houses of Ched Nasad remains nearly intact because most of its nobles were away on a chitine hunt when the city collapsed. The hunt was disappointingly small, since the chitines of Yathchol were gone while the nobles of House Teh'Kinrellz were seeking them. Luckily, this meant that Teh'Kinrellz's sharpest hunters lived to hunt another day.

Now House Teh'kinrellz has the simple advantage of numbers over many other drow Houses in the area, and it has risen to prominence in the months since the catastrophe. Thanks to its many combat-ready nobles, such as Prellyn Teh'Kinrellz (CE female drow Ranger 8), the House managed to gain an optimum location on the edge of the chasm for reclamation purposes. Its members have constructed temporary housing and built a winch over the hole to lower searchers down and bring salvage back to the top. They routinely capture whatever slaves they can find and bully them into digging through the wreckage.

The salvage process has been progressing so quickly that the house wizards haven't yet had a chance to inspect everything they've found. They keep their most interesting finds in a hollow dug into the side of a nearby tunnel, guarded by alert fighters.

House Teh'Kinrellz plans to rebuild Ched Nasad, and its members do not intend to remain minor players in the new order.

Krashos Morume

At the time of the disaster, Krashos (LE male adult blue dragon Sorcerer 12) was living among the drow of Ched Nasad in the guise of a drow wizard named Quevven Jusztiirn. He first visited Ched Nasad more than fifty years ago in search of Netherese lore, but he enjoyed the place and decided to remain indefinitely as an agent of his dragon clan from the Nether Mountains.

When the city collapsed, Krashos was on its bottom layer. Since he had no spells that could extract him from the wreckage, Krashos was forced to assume his true form and burrow away from the collapse. Krashos slew most of the slaves who fled after him into the tunnel he had created, but he saved one, a fire genasi, to be his agent.

Hurnoj Rikrekts (NE male fire genasi Rogue 2) acts like the other workers who excavate together among the rubble, but he serves Krashos. The dragon was not so foolish as to leave his main hoard anywhere near Ched Nasad, but he did possess a few items that he would like retrieved from his old residence. Naturally, he's also happy to take as much of other people's treasure as he can get.

In addition to an itemized list of his own belongings, Krashos maintained a list of other people's property that he coveted, in case it ever became relevant. Hurnoj has been instructed to use any means at his disposal to get the items on his master's lists. If the genasi experiences any undue trouble, he is to report to Krashos in his temporary undercity lair for further instructions.

Daughters of the Shadow Weave

Zesstra Aleanrahel (CE female drow Cleric 7 of Shar) has secretly worshiped the Dark Goddess ever since she found Gorothir's girdle, a black leather corset with a sacred Sharran text inscribed on it. Before the collapse, she had been quietly gathering a few worshipers, many of them wizards who were anxious to learn the secrets of the Shadow Weave. Members of her House knew of her heresy, but they were waiting to use the secret against her at some future point.

Now the time to use that knowledge has passed, and Zesstra commands a following of more than seventy Sharran worshipers. These worshipers of the Dark Goddess are more cohesive and powerful than any other religious sect that remains in the city. Rather than working toward any grand designs, however, Zesstra is using the confusion of the salvage operation to get revenge on her remaining enemies. She can't ruin them - the city's collapse has accomplished that for her - so her only recourse is to kill them. Bit by bit she is achieving her goal, by quietly dispatching her shadow adepts and summoned shadow creatures to destroy her old foes.

Zesstra's homicidal schemes have already sent about a quarter of her followers to their deaths, and the remaining Sharrans are becoming less keen to play along with her. More and more of them are volunteering for assignments that require them to slay distant targets, so that they can take long trips outside their mistress's sight and cultivate their own secrets.

Ch'chitl, the King Below

(Lower Northdark)

Some 18 miles below the southern foothills of the Sword Mountains, practically underneath Waterdeep itself, lies Ch'Chitl - the primary mind flayer stronghold in the North. The city's conspicuous location makes its rulers cautious in their treatment of those living above, though their designs are just as evil as those of other mind flayers.

Once a thriving illithid metropolis of the Northdark, Ch'Chitl is now but a shadow of its former self. Despite its fallen status; it remains an active outpost of mind flayers in a highly advantageous location, and it is poised to regain its former glories.

Ch'Chitl (small town): Conventional (Monstrous); AL LE; 800 gp limit; Assets 104,320 gp; Population 314 free; Isolated (mind flayer 98%, illithilich 2%); 990 thralls (quaggoth 95%, drow 1%, duergar 1%, human 1%, shield dwarf 1%, svirfneblin 1%).

Authority Figures: Tsurlanej (LE illithilich sorcerer 16), first elder of the Concord; Ornolyg (NE illithilich wizard 19); Fruyshuk (LE illithilich cleric 18 of Ilsensine); Luors'Nallig (LE illithilich sorcerer 14/monk 3); Grishnurok (LE illithilich wizard 11/psion 6); Worvinul (CE illithilich sorcerer 17); Ellistiv (NE illithilich psion 12); Aulagol (CE illithilich wizard 15). These eight creatures comprise the Concord of Elders.

Important Characters: Ilserv (NE mind flayer), an expert on the surface world; Shaun Taunador (NE mind flayer), a merchant who buys and sells poisons in Skullport.

Mind Flayers: More than 300. Many have levels in psion, psychic warrior, or sorcerer.

Quaggoths: About 600 adults; about 50% serve as guards, marauders, and scouts for the mind flayers. Many of the leaders are barbarians or warriors.

Unlike the more traditional mind flayer society, which is ruled by a single elder brain, Ch'Chitl is governed by an elder concord made of eight undead illithiliches. When the town's elder brain died nearly a hundred years ago, the members of the elder concord became liches to increase their powers so that they could split the elder brain's knowledge among them. But the eight of them together can barely contain the power and knowledge of the elder brain and the illithids that have died since then.

In a normal illithid society, dead illithids commit their brains to the briny pool that holds the elder brain, allowing it to absorb their memories and personalities. In Ch'Chitl, dead illithids' brains are devoured by the illithiliches, an arrangement that the community generally finds less fulfilling. The eight members of the Concord of Elders hold the memories of tens of thousands of illithids among them, but the jealousy with which these creatures guard their individual secrets makes unified rule difficult. Ch'Chitl's economy is based on raiding rather than trade. The city's location puts it within easy reach of every Underdark caravan that travels to or from Skullport, and a short distance from underground trade routes in other parts of the North as well. Because they could easily frighten away caravans from profitable trade routes, the mind flayers are selective about which caravans to raid and how often. They prefer to oversee raids from the shadows, allowing their quaggoths to do all the work and revealing themselves only if a battle turns against their thralls. The less the illithids are seen, the less trademasters will fear them. Fearing the wrath of the lords of Waterdeep, the illithiliches have put their plans for destroying that city on indefinite hold.

Visitors are unwelcome in Ch'Chitl. No shops exist to serve them, and the town has no inns. Nonillithids are considered thralls, and even illithids from other communities are encouraged to finish their business quickly and leave. When the illithids wish to parlay with someone, they always leave town to do so, usually conducting their affairs in Skullport.

Inquisitions of illithid retinues of ten to twenty quaggoths patrol the surrounding tunnels out to a distance of 1 mile in all directions. Going any farther out with so many thralls would risk conflicts that the illithids are not prepared to win. Within the town, a team of mind flayers continually peers into the Ethereal and Astral Planes for signs of extraplanar intrusion. Anything curious is actively inspected, and anything suspicious is crushed.

Brief History

Ch'Chitl was founded in 1154 DR by a cult of illithids that planned the settlement as an adjunct to Skullport. The outpost quickly grew into a small city, and its elder brain began plotting the enslavement of nearby Waterdeep, a bastion of surface civilization. This plan was derailed more than one hundred years ago when a surprise githyanki attack (secretly engineered by the illithilich Aulagol) led to the mortal injury of the elder brain. Though the elder brain did not perish immediately, its demise was certain, and that event would necessarily spell the demise of Ch'Chitl unless a means could be devised to recover its knowledge: In desperation, the ulitharid Thalynsar formulated a plan to preserve the powers and memories of the elder brain through undeath. Thalynsar transformed itself and several other illithids into illithiliches, and together these new elders devoured the elder brain. As the most powerful of the resulting Concord of Elders, Thalynsar attempted to keep a majority of the elder brain's lore within itself, but the excess knowledge drove the master illithilich insane. Two years ago, the other elders were finally forced to destroy Thalynsar.

Splitting the elder brain's knowledge and leadership has proven almost as disastrous for the community as the loss of the elder brain. The concord is fractious, and the city suffers regular and heavy losses from incursions by both adventurers and githyanki. In the century since the elder brain's death, almost two-thirds of the city's mind flayers have died or abandoned the settlement for brighter prospects elsewhere.

Since uniting to put down Thalynsar, the Concord of Elders has begun to realize the necessity of cooperation. For the benefit of the community, they have set aside their petty arguments and creed loyalties to more actively direct the affairs of the city. The mobility of the town's power center may eventually prove to be an advantage, since the illithiliches can decentralize command and reform it again as needed.

Important sites

The upper layer of Ch'Chitl resembles (and is) an unusually large quaggoth warren. The Concord of Elders prefers quaggoth thralls because they are sturdy fighters, easy to dominate, and look "natural" in a raiding environment. The mind flayers also keep a few thralls of other races here as spies and lures for various schemes.

From the quaggoth warrens, spiral staircases wind down 300 feet to the main illithid ring cavern complex below where the mind flayers live, eat, and plot. Another 500 feet below that lie the chambers of the Concord of Elders - formerly the elder brain's pool. Once accessible only by teleportation, the cavern has been equipped with an "escape hatch" staircase leading up to the ring caverns for emergency use during githyanki attacks.

Though only extreme circumstances could lead non-illithids to explore Ch'Chitl, the following places are notable for such visitors.

Quaggoth Warrens

These caves are densely packed with quaggoth homes, which are just as densely packed with quaggoths. The overcrowded quaggoths are restless and violent, and they attack any non-illithid that approaches. In the huddle of this crowded area is a hidden cave containing the ten or so non-quaggoth thralls the Ch'Chitl mind flayers keep here. These poor souls spend most of their time sitting in silence, their minds utterly blank. They eat, drink, and exercise only when the mind flayers come to tend to them every other day.

Elder Concord Chambers

Below the city, the members of the Concord of Elders live in sprawling lairs defended by all the Art at their command. Their homes are palatial, and each illithilich is constantly attended by a handful of favored thralls and bodyguards. In the center plaza of this level lies the brine pool of the dead elder brain, which was carefully preserved by the artifice of Thalynsar and his fellows decades ago.



(Lower Darklands)

This community occupies a large, irregularly shaped cavern more than 200 feet high at its tallest point and 500 feet across at its widest point. Stalactites and stalagmites stretch toward each other, with a rare column marking a joining. The areas around these natural features have been hollowed out by slave labor to create meeting halls and personal areas for the cloakers. The hard angles common to humanoid construction are absent; the rooms in this complex are open on the sides and shaped to follow the natural formations. Cloakerhaven has no stairs.

Cloakers tend to congregate in cavern-cities such as Cloakerhaven throughout the Lowerdark, and about two hundred of the creatures can be found here at any one time. Few humanoids can even begin to guess why cloakers seek out the company of their own kind, but in fact they are very social creatures. In large communities, they establish strange, fluid cliques that revolve around courting, communing with like-minded cloakers, and building caste-like hierarchies. Popular cloakers are the ones that are larger than usual, have darker coloring, or exhibit other superlative physical characteristics. Interestingly, cloakers also gain status among their own kind by keeping pets such as darkmantles and lurkers.

Cloakerhaven is no place for any humanoid to visit. Any non-cloaker that enters the area is prey, pure and simple. The cloakers rush en masse to attack interlopers and fight with a frenzied wrath not often seen among their kind.

A small area of ruins clustered on the cavern floor near the south wall marks the remains of the slave encampment. The cloakers ate the last of their builders long ago, soon after their city was completed. Now overgrown with phosphorescent fungus, the ruins mutely testify to the many non-cloakers who lived and died crafting the bizarre marvel of Cloakerhaven.

The Darklake

(Middle Northdark)

The Darklake is actually a series of flooded caves connected by short, sloped tunnels. Some portions of its area are vast and open, spanning dozens of miles at a stretch, but the whole of the lake is more than 100 miles across and 2 miles from top to bottom. Thousands of years ago, the dwarves of Gracklstugh widened many of the tunnels and built a series of locks into them, allowing all the caverns to be traversed by large, shallow-keel boats.

Because of its proximity to Gracklstugh, Mantol-Derith, and Menzoberranzan, the Darklake has become a highway for trade in the area. The duergar city of Gracklstugh sits on the southwest shore of the Darklake. Menzoberranzan lies about 30 miles north of it and about 2 miles above, but several well traveled paths descend from the City of Spiders to the lake's shores.

The Darklake gets its name from the unnatural darkness of its waters. Magical light sources cannot penetrate its depths to more than 10 feet, and even darkvision doesn't help (treat the waters as a deeper darkness spell). The ceiling above the lake is generally about 30 feet above the waterline, although in some caves the ceiling is as high as 300 feet, and in others it hangs as low as 5 feet.

A number of kuo-toas run a ferry service around the Darklake, primarily between Gracklstugh and ports near Menzoberranzan. They also put in at other ports in the Deepkingdom and make infrequent stops around the edges of the lake near inhabited areas. No one knows where these kuo-toas come from, but their service is reliable and reasonably priced, and they avoid becoming entangled in events that are not their business.

Underwater, a school of ixzan, scattered gangs of scrags, a few kapoacinths, and at least one kraken are known to dwell in various parts of the Darklake. Portals that exist both above and below the waterline reputedly lead to various points on the surface. The lake's water is safe to drink after purification, but swimming in the Darklake is not advisable because of the creatures that reside in its depths.

Deep Imaskar, City of the Seal

(Lower Earthroot)

The Imaskari civilization was thought lost thousands of years ago, but in truth the surviving Imaskari fled far underground and established the city of Deep Imaskar for themselves and their progeny. Using mighty magic, they managed to conceal their presence from the rest of the world for almost forty centuries. Even now that the Great Seal that once isolated their city from the rest of the Underdark has been broken, the deep Imaskari avoid contact with outsiders, dispatching only the most trustworthy and secretive of spies into the outer world after wiping the location of their home city from their minds.

Deep Imaskar (metropolis): Magical; AL LN; 100,000 gp limit; Assets 92,374,000 gp; Population 46,187; Isolated (Deep Imaskari 100%).

Authority Figures: High Lord Planner Illis Khendarhine (LN male deep Imaskari sorcerer 4/wizard 20/archmage 6); Lord Apprehender Ebruk Naramixna (N male deep Imaskari sorcerer 10/wizard 15/archmage 4); Lady Enacter Furyma Selovan (LE female deep Imaskari rogue 11/wizard 15/archmage 1).

Important Characters: Jubal Thetisjemja (CG male deep Imaskari wizard 8/loremaster 4), the foremost sage and expert on affairs of the outer world; Dryleh Bluerslol (LG male deep Imaskari sorcerer 6/rogue 10), Warden of the Approaches and master of the scouts and spies sent out into the world.

Deep Imaskar is an entirely self-sustaining city hidden deep in the northeast portions of the Earthroot. Though its population is quite large (for the Underdark), its citizens do not trade with anyone from outside, and they go to great efforts to keep the city's existence secret from its neighbors.


Deep Imaskar is ruled by a High Lord (or Lady) Planner, who controls the city through a body of wizards known as the Planners. These individuals debate the long-term policies and growth of the city and its government.

The Lord Apprehender and the Lord Enacter directly serve the High Lord Planner. The Lord Apprehender oversees all information and resource gathering in the city, and his servants also maintain the city's magical defenses. The Lord Enacter is charged with executing the Lord Planner's dictates, and her organization enforces the laws of the city. Though the High Lord Planner rules alone, the Apprehender and Enacter may block his decisions through inaction if they both disagree with High Lord's decree.

The government has been relatively free of corruption for the last 600 years, but recent events have put the three rulers at odds. The High Lord Planner was firmly against opening Deep Imaskar and sending deep Imaskari out into the world. However, Lord Apprehender Naramixna decided that it was time to learn what might be won from the world beyond the seal, so he broke it and sent out agents into the Underdark with the tacit approval of Lady Enacter Selovan.

Deep Imaskari Societiy

Military prowess has nearly been forgotten in Deep Imaskar. Weapon proficiency has devolved into a stylized form of dance that is practiced only in live theater. When force is needed to apprehend the occasional violent criminal, the enactors (Deep Imaskar's constables) use magic.

Deep Imaskar's vast magical gardens support crops but no livestock. Thus, all deep Imaskari are vegetarian, and animals (including familiars) are rare to the point of being bizarre. Most citizens have at least one permanent unseen servant (known as an uskara) that performs basic chores and labor. Water grows like fruit from special magical plants kept in every household. Droplets of water roughly 2 inches in diameter swell from the leaves of a mature plant every day and can be carried in a basket like oranges. These droplets burst only when pierced with a sharp object (such as a tooth). Air is magically filtered and freshened through long, brightly colored sheets suspended from the ceiling of the cavern.

When deep Imaskari wish to leave the city, its existence is wiped from their minds to prevent anyone else from learning of Deep Imaskar's existence and location. Once outside the seal, deep Imaskari cannot return unless they are specifically recalled through powerful spells, although some make arrangements to be recalled after accomplishing a particular mission or simply after the passage of an agreed-upon amount of time. In the interests of self-sufficiency and the protection of Deep Imaskar, those who choose to leave take with them only those magic items that they have personally created, to prevent anyone from suspecting that a larger community of deep Imaskari exists.

Brief History

In -2488 DR, the Imaskar Empire was tottering. Its cities were engulfed in flames, and its armies had been defeated by the incarnate gods of their rebellious Mulan and Untheric slaves. Many of the greatest wizard-lords of the realm battled to the last, but a powerful lord named Ilphemon chose to abandon the falling empire. Leading a small number of his family members, apprentices, and retainers, he descended into a wild and uncharted corner of the Underdark, hoping to escape the wrathful Mulan slave armies.

Ilphemon and his retinue sought out a large cave imbued with powerful faerzress and discovered the vault that would become Deep Irnaskar. After driving out the monsters that lived there, Ilphemon sealed the passages behind his people. The wizard-lord and his apprentices labored for many long years to lay the groundwork of the Great Seal and make their cavern home into a living garden, illuminated by brilliantly radiant light.

Ilphemon's descendants ruled Deep Imaskar for many centuries as kings and queens. In -634 DR. a cabal of arrogant, evil necromancers overthrew Ilphemon's heir and slaughtered his family, bringing an end to the line of the ancient Imaskari lord. For more than a century, Deep Imaskar suffered at the hands of these ruthless necromancers, but in -511 DR a charismatic champion by the name of Chaschara led a revolt against the necromancer-lords and freed Deep Imaskar. Chaschara refused to claim the throne, instead declaring herself Lady Protector of the Realm. She selected officers for the new posts of planner, apprehender, and enactor, and those offices have continued to the present day, even though the protectorship was eventually abolished.

Deep Imaskar has flirted with expansion on several occasions, most notably into the more hospitable reaches of the Elemental Planes. The city's protectors conquered several small regions of the Elemental Planes of Air and Water and bound their empire together with great planar gates. However, in 799 DR the Imaskari lost their holdings in the Plane of Air to an assault of chichimecs. These terrible abominations invaded Deep Imaskar itself through the planar portals and caused great destruction before they were driven off. In the aftermath of that conflict, the city's Lord Protector Stilofyr was exiled and the protectorship abolished, and the planar gates were dismantled.

For the last five centuries, the folk of Deep Imaskar have chosen to live simply among themselves, seeking neither to rule nor to be ruled, but to live well in isolation.

The City

Deep Imaskar occupies a vault 3 miles long, 1 mile wide, and 1/2 mile high. The bottom corners of the city are rounded, making it look as though it had been built in a half pipe. The old architectural style of the Imaskari empire lives on in the bulbous dome structures of Deep Imaskar, which are often connected by arcing bridges. Gravity on the curves and walls of the city is "localized" at roughly 500-foot intervals by magical batteries shaped like statues of famous Imaskari wizards of antiquity. This arrangement allows the Imaskari to build onto the walls, nearly doubling the width of the city. Stairs and walkways also take advantage of this strange architecture, crossing spaces that would seem impossible at first glance.

Space inside a building is frequently larger than its exterior footprint, thanks to extradimensional magic. Deep Imaskari consider buildings in which the interior isn't larger than the exterior a waste of space. Several public parks and coliseums exist around the city in 80-foot-diameter domes and similar-sized structures. The actual square footage of the city is not even technically calculable, since the civic planners can (and occasionally do) change it.

The Great Seal

The great seal of the city is an enormous magic circle measuring 2,000 feet in diameter. Tens of thousands of smaller wards and protective circles have been laid inside the large circle and layered over one other, forming a diagram of staggering complexity. These wards protect the city from notice or intrusion from any direction and for nearly any reason. The circle even has an overwhelmingly powerful suggestion effect that causes anyone on Faerûn (or any adjoining plane) who even thinks about the fate of the ancient Imaskar Empire to believe that it is utterly gone.

The northern wall of the city is dominated by the circle. Its magical residue lights perhaps a third of Deep Imaskar, and its rays permeate all the way to the southern wall. Though penetrating, its light is not especially bright, so the individual carvings can be seen at some distance.

Though the seal has recently been broken to allow a trickle of Imaskari out into the Underdark (and theoretically, visitors from the Underdark in), the seal is still quite functional. Students of magic spend years studying its intricacies, sketching the lines and mouthing the ancient words etched into the stone.

Enactor's Courtyard

This 30-foot-diameter dome houses a wide, well-lit, grassy patch where the Lady Enactor's retainers congregate. The wizards stand in small groups discussing business, sometimes using prestidigitation or small illusion spells to sketch out concepts in the air. Structures and objects are designed here and the necessary parts made via creation spells. The parts are usually stored next to a miniature model of the finished project in the courtyard.

Somewhat incongruously, lawbreakers are also kept here on the soft grass. Minor criminals are kept in magically silenced forcecage effects, while hardened criminals are kept below ground level via imprisonment spells.

Deep Shanatar

(Upper Old Shanatar)

Founded in -8100 DR by the eight sons of Taark Shanat the Crusader, Deep Shanatar is to dwarves what Cormanthor is to surface elves. The dwarves of Iltkazar say that as long as their city remains, Deep Shanatar still lives. But in truth the overkingdom fell more than a thousand years ago, after a series of debilitating wars with drow, illithids, and duergar.

Most caverns occupied by the former overkingdom of Deep Shanatar are empty of dwarves but filled with other communities of creatures. In most cases, dwarven treasures and finery still occupy the spaces where their creators left them. The eight subkingdoms of Deep Shanatar are described below, along with one that replaced one of the original eight.


Lying under the west end of the Cloven Mountains in the Vilhon Reach, Barakuir was the original home of Clan Duergar. The kingdom was destroyed when illithids from the powerful realm of Oryndoll overran it and enslaved most of the occupants more than 7000 years before the start of Dalereckoning. The captive dwarves were bred into the psionic subrace known as the duergar. Although they later won their freedom and escaped illithid bondage, Barakuir never rose again. In 1101 DR, a nest of spellweavers on the run from a pod of beholders fled to this area from a site near Saelmur. These creatures still lurk in the ancient dwarven tunnels, and occasionally more beholders come looking for them. Meanwhile, several different duergar factions across the Underdark look at their old home longingly. Recently, ambitious duergar from Dunspeirrin have been launching repeated forays to the caverns of Barakuir, as part of their ongoing war with gold dwarf crusaders from the Great Rift over control of the caverns of Deep Shanatar.


Those who travel to or through the area formerly known as Drakkalor beneath the unclaimed lands east of Tethyr often speak of ghosts and haunts in the tunnels of the old kingdom. This area is actually inhabited by a loose confederation of skulks, whose clans are spread throughout the old kingdom. These creatures are mostly interested in avoiding notice, but a few serve a greater doppelganger who keeps its sanctum in the former Drakkalor palace's treasure vault. The skulks understand how to use the dwarven mechanical defenses around the palace, and they do whatever is necessary to keep outsiders away.


The "forgotten" subkingdom of Deep Shanatar, Holorarar was formed after the fall of Barakuir to keep the number of subkingdoms at eight. This realm quickly became a trading hub for the whole overkingdom, but it possessed little mineral wealth and never quite found its heart as a separate entity. Holorarar dissipated when Deep Shanatar finally fell apart after the Kin Clashes.

For some centuries now, Holorarar has been held by various tribes of hobgoblins and other goblinoids. Dozens of tribes, each numbering thousands of hobgoblin warriors, feud constantly with each other in the deeps of this kingdom. From time to time, a powerful chieftain manages to unite the goblinoids briefly with promises of pillaging the nearby surface lands of Tethyr and Calimshan, but such alliances never hold for long.


The sole surviving kingdom of Deep Shanatar, this realm is now little more than a single city. Iltkazar is detailed in its own entry later in this section.


Located at the very bottom of the Upperdark (arguably in the Middledark), Korolnor remains mostly intact, though it is now occupied by trolls that refer to the area as the Everlasting Kingdom of Stommheim. Their ruler, Ursummnogh the Unkillable (CE male troll Barbarian 10), works closely with a knot of secretive derro who claim to channel Diinkarazan through their savant leader, Kursh Brokenhorn (CE male derro Sorcerer 8).

Diinkarazan is an obscure derro god of madness who, according to legend, was trapped by the illithid god Ilsensine. It seems unlikely that Kuesh could actually be in contact with the derro god, but there's no other good explanation for why a derro savant would ally with a kingdom of trolls to repeatedly assault illithid communities.

Oddly, the derro do not mentally dominate this alliance. Rather, Kursh and Ursummnogh play a constant game of mutual manipulation. In return for Stommheim's aid in killing mind flayers, the derro help the trolls expand and defend their territory.


The last clan of Sondarr, Clan Ghlamrin, continued to eke out a living in a small town called Mornaivver, which lies quite close to the surface. Arduke Obar Ghalmrin (LN male shield dwarf Fighter 12) rules over the last clan of Sondarr with a protectiveness bordering on paranoia. He sends trade caravans to Zazesspur on a quarterly basis and sporadically trades with other nearby, human-occupied cities in Tethyr. Ghalmrin is slowly warming to the idea of further interaction with the surface, but any sudden, unexpected moves could cause him to pull back again.

Sondarr is also home to several villages of svirfneblin, who have settled the area in the long centuries since the dwarf kingdom fell. The deep gnomes hold the deeper Sondarr caverns, where they work the old mines and clear out the evil humanoid riffraff. But their numbers are few, and they have considered looking for help with the process of cleaning up.


The deepest of the subkingdoms lies in the Middledark, beneath the Snowflake Mountains. The dwarves who lived here fought most often and most successfully with mind flayer from Oryndoll. The dwarves here had an arsenal of unusual anti-illithid knowledge and equipment, much of which still remains in the abandoned halls of the kingdom.

For the last few decades, a community of githyanki have been in residence in Torglor's capital city. Their current machinations are detailed in the Gatchorof description.


Beneath the Marching Mountains in Calimshan, Ultoksamrin was the richest and most highly regarded subkingdom of Deep Shanatar during its heyday. The kingdom has since been carved up by all manner of Underdark denizens who still squabble over rights to its tunnels.

The most successful of these invaders are some heretical drow who follow Vhaeraun. These small drow clans have settled into a cluster of defensible clanholds around the old dwarven capital. Their leader, Vokkrzyr Rualfren (CE male drow Cleric 19 of Vhaeraun) maintains a standing offer to surface elves, inviting them to visit him and enjoy his hospitality in the former dwarven realm. In fact, he seeks interested parties who might consent to aid him in striking a dire blow to the Lolth-worshipping drow of Guallidurth. Vokkrzyr's offer is widely known throughout the caverns of Old Shanatar, though no one knows of any surface elves who have taken him up on it.


The northern reaches of this kingdom, which lie beneath the Cloud Peaks of Amn, are home to scattered tribes of fomorians and other monsters. The southern tunnels and caverns, which are located beneath the Small Teeth Mountains in Amn, have been overrun by an aggressive nest of stingers from Maztica. (Oaxaptupa, a new realm, is detailed later in this section.) The stingers are presently engaged in exploring and colonizing the rest of the realm, although scattered communities of trolls, giants, fire elementals, and salamanders, as well as the so-called Sythillisian Empire, have thus far successfully resisted the stingers' depredations.


(Upper Great Bhaerynden)

Located along the northern frontier of Luiren in the shadow of the Toadsquat Mountains, this halfling town is not a true Underdark community. Most of Deepburrow lies on the surface, but a deep ravine running through the center of town provides access to extensive caverns some 500 feet below. These natural caverns link to the Underdark and provide the halflings of Deepburrow with easy access to deep mines and subterranean trade goods.

Deepburrow (small city): Conventional; AL NG; 15,000 gp limit; Assets 8,484,000 gp; Population 11,312; Mixed (strongheart halfling 68%, lightfoot halfling 11%, gold dwarf 9%, ghostwise halfling 7%, gnome 3%, human 1%, half-elf 1%).

Authority Figure: Albur Willowywalk (LG male strongheart halfling cleric 7 of Yandalla), Master of the Burrow.

Important Characters: Nemuel Fadinglight (CG male ghostwise halfling barbarian 8), Captain of Guards; Chalice Appleton (NG female lightfoot halfling rogue 7), Chief of Scouts; Hanovan Urburwick (LN female strongheart halfling expert 2/cleric 3 of Yondalla), Chief Illuminator; Beldon Oftenhand (N male lightfoot halfling bard 4/rogue 3/shadowdancer 4), Guildmaster of the Slickers.

Town Guard: The town guard consists of more than 100 halfling veterans (generally Warrior 1 to Warrior 3), along with a handful of clerics and sorcerers who share guard duty on a rotating basis.

Slickers: This highly efficient thieves' guild is devoted to fleecing foreigners and traders from other lands. Its membership includes more than a dozen rogues, bards, and experts.

Few halflings have any great love of the lightless depths. In fact, Deepburrow exists only because its mines are among the finest in Luiren. The caverns for miles around it are rich in gemstones, gold, and copper. The industrious stronghearts work these mines from dawn to dusk, but most return to surface homes at the end of the day, climbing back up the hundreds of wooden stairs that scale the side of the gorge in the middle of town. A few hundred of the town's hardier souls (mostly dwarves and gnomes) have made homes out of dry, secure caverns at the bottom of the gorge.

The caves below Deepburrow were originally carved by the cold, swift stream (the Deeprill) that runs through the gorge. The halflings have excavated extensively beyond the start that nature gave them, linking Deepburrow with ever-deeper cave systems. Unlike the yawning caverns and meticulously worked architecture of other Underdark communities, the halflings prefer to create small, rounded rooms in rapid succession. Most of the walls in such excavations are covered with wood paneling or plaster. Wide, horse-drawn lifts ferry people and cargo to the surface, and a rail system runs on each level of the cave system to transport heavy loads.

The lowest level of Deepburrow has an unusually large population of ghostwise and lightfoot him compared with the rest of Luiren. The ghostwise halflings seek the mysteries hidden in the depths, while the lightfoots are fascinated with the strangeness of it all. A group of lightfoot halflings and gold dwarf spelunkers are now busily engaged in mapping an underground passage between Deepburrow and the Great Rift.

While the caverns nearest to the gorge are relatively safe, Deepburrow's subterranean neighborhoods are not free of danger. Giant spiders and deadly fungi are common problems below the city, and at least two ropers are known to exist within an hour's walk from the bottom level. The halflings haven't yet had to deal with intelligent, mobile opponents such as drow or duergar. Nemuel consults with dwarven allies about once a month on defensive matters, but he knows that the city is seriously unprepared for the challenge of fighting orcs, goblins, or drow.

The Slickers

Deepburrow houses a thieves' guild known as the Slickers. The guild members use Deepburrow as their home base and funnel stolen goods from other places through the city. They routinely cache big hauls in the Underdark, below the bottom level, until the heat dies down. Most Deepburrow residents, including Albur Willowywalk, have heard stories of the Slickers but think they're just fictional. Nemuel and Chalice are the only two nonmembers in Deepburrow who know for sure that the organization exists. These two have an understanding with Beldon that in exchange for being left alone, the Slickers won't steal from Deepburrow and will aid the city if their help is ever needed.

Important Sites

Deepburrow is governed (as much as any halfling town is governed) by the Willowywalk clan, which founded the town and opened its mines more than four hundred years ago. By tradition, the head of the Willowywalk family holds the title of Master of the Burrow. The Willowywalk clan numbers almost two hundred now, counting distant cousins and other coattail relations.

The Deeprill Gorge

Slicing through the center of town like the cut of a giant's axe, the Deeprill Gorge is a narrow, mossy crevice into which the stream known as the Deeprill disappears underground. The Deeprill flows for many miles beneath the foothills, carving out an expansive, living cave as it winds south and east from the gorge.

The gorge is about 500 feet deep from the rim to the stream below. Wooden steps wind from top to bottom, secured to posts that have been firmly driven into the rock. Several horse-drawn hoists also descend to the cave entrances below.

The Deepingwander

The lowest layer of Deepburrow's cavern system is akin to the subbasement of a tall building. Few people go there, and there's not much for a casual visitor to see. The tunnels are cramped here because they are sized for halflings. Many are no more than 2 feet in diameter, which is a little tight even for halflings.

Deepburrow's connections to the greater Underdark lie beneath this level, so the halflings have taken steps to prepare the Deepingwander for defense against an attack from below. Each major area of the bottom level is separated by 20 feet of tunnel, and all tunnels are rigged to collapse with a trigger. The ghostwise halflings come and go in grim silence, and even the lightfoots are businesslike as they tread its passages. A local merchant named Hans Greenbanks runs an excellent spelunking supply shop here, and anyone departing for the greater Underdark from the Deepingwander leaves thoroughly prepared.

Willow House

Most of the Willlowywalks live in the magnificent, rambling Willow House, a sprawling old building that has undergone countless additions and improvements over the last few generations. Willow House perches atop a low hill that provides a good view of the nearby hills and forests, but it is actually a fair distance from the gorge. Honored guests in Deepburrow are encouraged to stay here as long as they like, since the younger Willowywalks have an insatiable appetite for stories of far travels and daring adventures.


(Upper Northdark)

Once a thriving city of rock gnomes located beneath the hills north and east of Waterdeep, Dolblunde was abandoned more than six hundred years ago after the fall of Phalorm, the Realm of Three Crowns. Though the gnomes fought valiantly in partnership with the other free peoples of the Sword Coast North, their city was eventually sacked and pillaged by a horde of orcs and trolls, and the surviving gnomes departed the North in search of safer surroundings.

The empty halls of Dolblunde are now the lair of Daurgothoth the Creeping Doom (NE male great wyrm black dracolich). His lair is guarded by deadly magical traps and lesser undead.

Drik Haegunen, the Runescribed Halls

(Upper Darklands)

Most duergar towns are filled with the clamor of industry and the roaring of forges, but Drik Hargunen is a grim and silent place. No person who cannot read both Undercommon and Dwarven is permitted to enter the city, because every available inch of wall space in the entire series of delved halls is covered with writing. Most of the writing is nonmagical, but significant portions are inscribed with rune magic. Those who can't tell the difference are a threat to themselves and others.

Drik Hargunen (large city): Magical; AL LE; 40,000 gp limit; Assets 48,694,000 gp; Population 16,555 free; Isolated (duergar 90%, derro 6%, human 2%, rock gnome 1%, svirfneblin 1%); 7,792 slaves (goblin 59%, orc 23%, grimlock 15%, ogre 3%).

Authority Figure: Deep Scrivener Gain Hammerblows (LE male duergar cleric 14 of Laduguer), kader of the Runescribed Hall of Laduguer's Graving.

Important Characters: Berna Emberstoker (LN female duergar cleric 12 of Laduguer), Master of the Library; Ulfgang Swordmaker (NE male duergar fighter 6/wizard 9), leader of Clan Thaghulmar, the largest and most powerful clan of the city; Werrik Bonehand (CE male grimlock fighter 10), slave gladiator who plans to incite an uprising against the duergar.

Runescribes: About 200 of the duergar are runescribes - 3rd-level or higher clerics of Laduguer. The members of this temple hierarchy also serve as the bureaucrats who run the city's affairs, and they can provide a potent concentration of magical might in times of war.

Graven Servants: The Deep Scrivener is served by an elite order of duergar monks known as the Graven Servants of Laduguer. This special guard numbers 44 gray dwarf monks of at least 4th level.

Stone Guards: The army of Drik Hargunen numbers about 300 duergar and 1,100 slave troops, although musters of the city's clans could quickly add more than 2,000 skilled duergar fighters to the city's strength if needed.

Lying hidden under the Orsraun Mountains near Turmish, at a depth of about 2 miles, Drik Hargunen is a forbidding temple city devoted to the worship of Laduguer, the patron of the gray dwarves. Not everyone who lives here worships Laduguer, but most at least venerate the Gray Protector. The leader of the temple, and therefore the surrounding city, is called the Deep Scrivener, though this individual actually rules through a religious caste known as the runescribes. The temple city is an important trademeet for nearby folk of all, races, since several important caravan routes pass close to the city. Dunspeirrin is much lower down and less accessible, so merchants of the Upperdark prefer to do business in Drik Hargunen when possible instead of venturing into Dunspeirrin's depths.

Non-duergar in Drik Hargunen are few, but they live unmolested as long as they follow the rules. The runescribes don't expect anyone to worship Laduguer without understanding how or why they do so. False piety is not welcome within Drik Hargunen, and even Moradin's Worshipers are more welcome than those who lie about their devotion to Laduguer - though Moradin's worshipers are not very welcome.

Runescribes chisel runes onto every available surface, working continuously to record thousands of holy scriptures and writings in the very wails of the city. The script is frequently embellished with ornate pictures. Ceilings are never higher than 15 feet and occasionally as low as 5 feet to allow runescribes to reach the necessary runes. Dangerous runes are usually accompanied by warnings to avoid the area or directions on when and how to touch the rune in case of emergency.

About half the magic runes in the city affect areas close by. The rest trigger spell effects at a distance (many near the city gates). A small percentage, located near the central library, even trigger spells and effects at strategic locations outside the city. Only the runescribes understand the full complexity and placement of every inscription, but all residents know how to read and activate basic runes for common defense.

Because of the great expense these duergar have put into magical protection, the standing army is quite small. Most of its ranks are filled by slave conscripts who are given shoddy weapons and sent to clog avenues of attack in times of war. Conventional, nonmagical poison gas traps also surround the city at some distance, providing defense against magically resistant enemies.

Slavery is legal in Drik Hargunen, but most slaves are not allowed within the city for literacy reasons. Grimlocks are favored slaves, since they can never accidentally trigger a rune by sight, though they can still set some off by touch. Slaves and giant vermin (particularly steeders) are kept penned in nearby caverns outside the city gates.

Cooks and brewers in Drik Hargunen typically use poisons as spices and flavors in their food. The city is famous among duergar throughout the Underdark for the subtlety and flavor of its food and drink. The duergar themselves are immune to the substances in their food, but the residents take particular glee in feeding Drik Hargunen gourmet specialties to non-duergar and watching them succumb to the toxins. Diplomatically speaking, the runescribes find the Drik Hargunen cuisine a useful tool that allows them to feign anger over refusals of hospitality when they wish to do so.

Brief History

In 434 DR, Hargun Anvilbreaker, a prominent cleric of Laduguer, led a large group of zealots out of the great city of Dunspeirrin to found a temple city - a place where the worship of Laduguer (not Deep Duerra) would forevermore be first in the hearts of the gray dwarves. Dedicated to the written preservation of duergar history and devotion to the gray dwarf gods, the temple and monastery of this new city soon attracted a burgeoning community of gray dwarf craftsfolk. These dwarves came to build the temples and defenses, and then they stayed to enjoy the safety of the fortress they had made. Drik Hargunen has avoided open warfare with its parent city of Dunspeirrin, which is quite noteworthy for duergar. Usually, two duergar cities within a few days' march of each other battle until one or the other is subjugated. But now that Hargun himself is long gone, the city is slowly growing into a real rival for Dunspeirrin's trade and influence.

Despite the clarity of Hargun's original vision, Drik Hargunen's purpose has drifted over the last few decades. The city's merchant clans and crafters' guilds wield more power than ever before, and more than a few of their members have suggested that secular rulers should govern the city, leaving the runescribes free to attend their sacred duties. Deep Scrivener Hammerblows is incensed at such suggestions, and he makes frequent calls for renewed devotion. The runescribes beneath him are much more involved with day-to-day administration than with evangelism, and their hearts are more tuned to treasure and personal pleasure than piety.

Important Sites

Drik Hargunen is carved from the walls of a twisting chasm. Its halls stand one on top of another, like uneven spokes radiating from a central wheel. Huge masonry reservoirs forming the city's outer walls are rigged to unleash devastating floods at need.

The Central Library

Dead center in the network of low halls that make up Drik Hargunen is a large space containing hundreds of sliding shelves, packed tightly together. Each shelf contains thousands of metal plates, hand-etched with duergar history and religious literature. The city contains several libraries, but this is the main repository for the written word.

Students of history are often surprised and fascinated when they read the duergar version of the last ten thousand years of Underdark life, including alternative histories of Deep Shanatar and much information about illithid behavior. All this information is etched by hand into these metal pages in ornate, formal Dwarven.

Outsiders are allowed to conduct research within the library, but they must submit a written treatise of request in Dwarven specifying their interest and intent, and all materials may be handled only by runescribe librarians. Outsiders may look but not touch, and no materials are permitted to leave the library under any circumstances.

Slave Pens

Outside each of the two major gates and two minor entrances to Drik Hargunen are large rooms cut into the rock and divided into stalls. Each stall houses either a slave dormitory or a giant vermin pen. Slaves and vermin are considered roughly equal in status, so they are sometimes housed together, to the general detriment of the slaves.

These slaves mine for ore and jewels, work the city's outlying fungus fields, drill in defensive tactics and of course, tend to the vermin that the duergar use as pack animals and food. Only grimlocks are allowed into the city, and their hands are usually tied to whatever palette or wheelbarrow they are carrying to prevent accidental triggering of a rune.

Dunspeirrin, City of Sunken spires

(Middle Darklands)

One of the first cities founded by the duergar after they escaped their thraildom beneath the mind flayers, Dunspeirrin is an old and powerful city that dominates the Underdark for scores of miles in all directions. It lies beneath the Orsraun Mountains, carved into a thicket of massive stalactites that dangle high above a great subterranean chasm. Encompassing more than a thousand such dangling, hollowed-out speleothems, Dunspeirrin, (or "Underspires," as it is commonly known) is linked into a nigh-impregnable stronghold via a network of stone ledges and arching bridges. Four massive causeways link the city with apertures in the chasm walls.

The citizens of Dunspeirrin are first among the duergar in their mastery of psionics, the Invisible Art. Almost two thousand years ago, at the height of its power, Dunspeirrin was the realm of the duergar warrior-queen Duerra, who wrested the secrets of the mind from the gods of the mind flayers. Duerra earned divine ascension for her mighty deeds and wars of conquest, and she is still the special patron and protector of the city.

The City of Sunken Spires is one of the largest and wealthiest trade centers of the Underdark. Its citizens constantly seek slaves to fill the ranks of its armies and work in its mines. In addition to captured drow, svirfneblin, and shield dwarves, slavers of the Vilhon Reach and Dragon Coast send a steady stream of human slaves into the depths in exchange for duergar steel and gems.

Dunspeirrin's long-standing martial tradition was reignited by the return of Deep Duerra's avatar in the form of Dunspeirrin's Queen Mother and regent during the Time of Troubles. In the fourteen years since the Year of Shadows, the duergar armies of Dunspeirrin have clashed with the surface-dwelling shield dwarves of Ironfang Keep (this Campaign of Darkness continues fitfully even today), the illithids of Oryndoll, the drow of Undraeth (beneath the Aphrunn Mountains), and small communities of drow, shield dwarves, and svirfneblin beneath the Dragon Reach. The Steel Kingdom is now engaged in an ever-expanding war with gold dwarf crusaders intent on reclaiming the caverns of Deep Shanatar, and its forces may be dangerously overextended.

Dupapn, Waters of Deep Hunger

(Lower Darklands)

Aboleth cities exist only in the Lowerdark, but where the aboleths dwell, they rule. Their rule in Dupapn is absolute, but visitors who stumble blindly across the place might never even know the aboleths are there.

Dupapn (village): Nonstandard (Monstrous); AL NE; 200 gp limit; Assets 12,400 gp; Population 620; Isolated (skum 98%, aboleth 2%).

Authority Figure: Urdol (NE aboleth psion 10), mindseer of the aboleth brood.

Important Characters: Urdol-obna (LE male skum rogue 8/fighter 2), Urdol's major domo; Purulk (N female skum expert 4), chief assayer of the nearby mines; Sochsna (CE aboleth sorcerer 8), second eldest of the aboleth brood.

Aboleths: wizard 9, psion 6, sorcerer 5, aboleth (8).

Guards: warrior 4, warrior 3 (4), warrior 2 (5), warrior 1 (20), skum (68).

In the hidden waters of Dupapn, 14 miles under the south end of the Nagawater, a large brood of aboleths dreams of extraplanar wonders, attended by an entire village of skums that they barely notice. The skums are slaves of the aboleths, but the latter rarely issue commands or direct the activities of their slaves. Instead, they spend their time in a state of stupor, reveling in intoxicating memories taken years ago from some astral travelers. Meanwhile, the skums run a profitable mining and trading concern.

Dupapn lies at the bottom of a small, deep lake about 300 feet long, 100 feet wide, and 500 feet deep. A flat pebble beach meets the water on the lake's west edge, but the water is surrounded by solid rock on all other sides. The domiciles of the skums are little more than rough caves in the murky depths, but the aboleths lounge just under the surface on shallow rock ledges. The skums keep their mining equipment in nearby caverns.

The aboleths spend most of their time contemplating the Astral Plane in a sort of addled torpor. The leader of the brood is an old aboleth psion named Urdol. A skum known as Urdol-obna is the self-appointed medium who serves as interpreter between Urdol and the rest of the village. Urdol seems to recognize this particular skum more readily than any other and occasionally calls for him in its more lucid moments, conferring a modicum of legitimacy on Urdol-obna's position of power. This recognition, mild though it is, gives Urdol-obna a tremendous amount of influence with his fellows, since he ostensibly serves as the voice and ears of Urdol.

Several times a day, Urdol-obna can be seen in quiet conversation with the mindseer. Later, he appears before the village and relays Urdol's commands. Short of using mind-reading magic, there is no way to tell which orders actually come from the aboleth and which stem from the skum leader's abuse of his position. But since Urdol-obna is a kinder taskmaster than the aboleths, the other skums are generally content to take him at his word. Most know no life other than slavery and would be virtually helpless without someone to direct them anyway.

Dupapn has twice as much wealth as a normal village of its size because of the nearby mines and its monstrous population. The skums have hit upon several veins of rare metal ores near the lake, including a vein of mithral, which they store in the lake and sell for good prices to traveling merchants thanks to their own on-site assayer, Purulk. The skums have no way to refine the ore, but even raw mithral fetches a good price on the open market.

Village defense is based primarily on the reputation of aboleths. The skums have marshaled a crude militia to guard the miners outside the village and stand watch over the entrances to the cavern. Rather than rely on force, however, they prefer to spread the knowledge that twelve aboleths lurk in the waters of Dupapn. This information keeps nearly all Middledark and Lowerdark predators at bay. Even the illithids of Oryndoll give the village a wide berth, fearing the consequences if one of the aboleths should eat a mind flayer.

In the meantime, Urdol-obna has been using the village's newfound wealth to trade for magic items. The skum has grand visions of extending his reach to other skum colonies. He knows his empty threats won't last long on the offensive, but a few wands and magic rings would be very useful for his schemes.

Unbeknownst to the skums, the aboleth Sochsna is slowly beginning to recover from its stupor and become more aware of its surroundings. In a few months' time, it might regain enough of its senses to reassert control. Sochsna appreciates a good scam, so it might ruefully enjoy the skums' efforts for a time, but that amusement won't preserve Urdol-obna and the other skum ringleaders from a particularly cruel comeuppance.

Brief History

Dupapn is a very recent settlement that seemed to rise from nowhere in the last twenty years. In 1355 DR, two aboleths, Urdol and Sochsna, ate some githyanki who stopped by their pool to refill water flasks. The two monsters gained a wealth of knowledge from these astral dwellers, including plans for a githyanki raid against the illithid city of Oryndoll. The plan was interesting enough, but knowledge of the Astral Plane was unearthly and sweet.

As time passed, the two aboleths spent more and more time living in their perfect recall of the githyanki's astral experiences and tuning out their own Material Plane existence. They reproduced so that someone would be around to command the skum slaves, but since all aboleths share the same memories as their progenitors, the new aboleths also began to lose themselves in astral memories. A few more half-hearted attempts to spawn successors only perpetuated the problem. Today, the skums rule themselves but maintain the pretense of being aboleth slaves in the presence of other beings.

Important Sites

Dupapn is a simple place. It is reasonably safe to visit, since the skums are always looking for buyers for their mithral and gems, but skums are hardly good company, so few travelers care to linger any longer than necessary on Dupapn's rocky shores. Two sites of particular importance are described below.

Mithral Pits

The skums store their valuable ore in the deep, water-filled pits that pockmark the cavern floor surrounding the lake. Wire gold and other valuable ores lie in the bottom of each well, but the true prize is the mithral ore. The skums don't do anything special to protect this treasure, aside from posting guards at the three entrances to the cavern. Anyone with the means to empty out the wells and the will to challenge a village full of skums protected by a random number of aboleths would find a total of 1d4 x 5,000 gp each in gold ore, mithral ore, and platinum ore. The rocks are heavy, though, weighing about 1 pound per gp (gold). 1 pound per 10 gp (platinum), or 1 pound per 50 gp (mithral).

Urdol-Obna's Cave

The lead skum lives in the biggest cave on the lake bottom. His cave is little different from the others, with walls of unworked stone and ledges that are used haphazardly as tables and shelves. But Urdol-obna's cave does contain a sizable trove of magic items, including a ring of three wishes with one wish remaining. The skum has been contemplating the perfect wish for weeks since he traded for it, but he hasn't decided on the optimum phrasing to gain ultimate power in the Lowerdark. He's not above using his ring to escape if his position in Dupapn suddenly turns sour.


(Upper Deep Wastes)

Durgg-Gontag is not a place; it's a band of nomadic galeb duhr. Wherever they are is where Durgg-Gontag is, and when they stop moving, Durgg-Gontag does also. The name Durgg-Gontag refers both to their tribe (they always refer to themselves in the plural) and to any place they stop.

Durgg-Gontag has no enemies, even in the malicious depths of the Underdark. Galeb duhr are stubborn, slow, inedible by most creatures and, most importantly, completely without possessions of value. They make poor slaves because they can easily escape from bondage, and they're virtually impossible to distinguish from natural rock formations. As a result, all but the unintelligent and the thoughtlessly cruel tend to leave them alone.

Durgg-Gontag's members are not interested in politics, but they're friends of the Harpers and often act as agents and spies for that organization in the Upperdark and Middledark. The galeb duhr travel with light loads of nonmagical adventuring necessities such as water, hardtack, torches, arrows, bolts, rope, and various tools. They happily restock adventuring parties they meet in the Underdark in exchange for a song and news of where another being has been. Durgg-Gontag can also give directions to lost adventurers, and certain individuals (such as the galeb duhr ranger Dun-Durgg) sometimes act as native guides for creatures that can resign themselves to a galeb duhr's pace.

Dun-Durgg: Male galeb duhr ranger 6; CR 15; Medium elemental (earth); HD 8d8+40 plus 6d10+30; hp 139; Int -2; Spd 10 ft., burrow 10 ft.; AC 23 (touch 8, flat-footed 23); Atk +14/+9 melee (1d6+2, slam) or +10 ranged; SQ damage reduction 15/+1, elemental traits, favored enemies (goblinoids +2, drow +1), freeze, spell resistance 21, tremorsense; AL N; SV Fort +16, Ref +2, Will +9; Str 14, Dex 6, Con 20, Int 11, Wis 16, Cha 12.

Skills and Feats: Climb +11, Concentration +12, Diplomacy +3, Heal +12, Knowledge (geography) +7, Listen +12, Perform +10 (singing), Sense Motive +14, Survival +12; Cleave, Iron Will, Power Attack, Sunder.

Spells Prepared (0/2; save DC 13 + spell level): 1st - magic fang (2).

Possessions: 50 feet of rope, rations (tenday), sunrod, waterskins (4).

Earth's End

(Lower Great Bhaerynden)

Earth's End is an adventuring outpost run by earth genasi for outsiders and elementals from the Elemental Plane of Earth. Earth planar creatures come to this city as curious adventurers, eager to discover the Material Plane's strange metals, gems, and bizarrely non-earth creatures. The wild frontier of the Material Plane starts here for many such creatures.

Earth's End (small town): Conventional; AL NG; 800 gp limit; Assets 38,280 gp; Population 562 (including elementals and Earth outsiders); Mixed (earth creatures 69%, urdunnir dwarf 19%, xorn 5%, thoqqua 2%, earth genasi 2%, duergar 1%, earth mephit 1%, earth weird 1%).

Authority Figure: Speleosa Turska Underwalk (N female earth genasi druid 15), ruler of the town.

Important Characters: Siltehurn (N earth weird), vizier to the Speleosa; Jevuar Wellstand (NG male earth genasi fighter 10/prime Underdark guide 5), chief constable and peacekeeper; Korrelin Zeveschek (LN male urdunnir dwarf cleric 9 of Grumbar), Pontiff or chief cleric of the settlement.

Stonemaster's Overseers: wizard 13, cleric 12, fighter 12, fighter 6/ranger 6, monk 11, ranger 10, monk 9, ranger 9, druid 8, rogue 8, wizard 8, ranger 7, druid 6, wizard 6, fighter 5, bard 4, druid 4 (2).

Earth Planar Creatures: elder elemental (3), greater elemental (8), huge elemental (39), large elemental (47), medium elemental (97), small elemental (88), elder xorn (8), average xorn (15), minor xorn (25), thoqqua (19), earth mephit (9), earth weird (8).

Situated nearly 22 miles beneath the Nath in Halruaa, Earth's End is unapologetically designed for its extraplanar visitors. The city has no aperture that could be traditionally defined as an entrance or exit, and none of its main caverns (known as pockets) are connected by tunnels. Those residents who can't travel freely through earth must resort to spells or magic items that allow them to do so (such as a xorn movement spell). Light is continually available only in the cavern known as the Speleosa's Manse, since every resident has darkvision and most pockets are no more than 60 feet across. Finally, the town is curiously quiet; since creatures of elemental earth tend not to be very talkative.

Although earth genasis are a tiny minority in Earth's End, they run the city, acting as rulers and raw enforcers. "Speleosa" is the Undercommon approximation of the Terran word for "monarch." Many Earth planar creatures don't understand the concept of a name separate from function, so Turska Underwalk, the town's founder, mayor, and active overseer, usually goes by her title alone. The Speleosa is an active (some would say over-active) manager of town affairs who wants to meet each new arrival, and she personally solves any problems that disturb the peace. Her second-in-command, Jevuar, lives in grumbling tolerance of this character trait.

Given the dangers of the Lowerdark, the residents here are quite serious about maintaining their city as an outpost and a safe haven. No mind flayers are active near the city, and few predators are attracted to its earth-oriented citizenry. Still, the Speleosa knows that any number of evil rulers would be quite pleased to have access to the flawless gems that come through the town's planar portal. The earth genasis tolerate no foolishness from Material Plane dwellers - one warning is all a visitor gets before exile. They show more leeway toward earth planar creatures who might be new to the plane.

Otherwise, visitors are welcome as long as they behave. Halruaan wizards who are on good terms with the Speleosa are welcome to teleport into town and use the Earth Plane portal from here, and a few other powerful, knowledgeable surface dwellers also drop in from time to time. The town hosts very few Material Plane visitors who come to them directly from the surrounding Underdark, and the Speleosa would rather not advertise the existence of Earth's End to the illithids, drow, or aboleths in the vicinity.

The Speleosa has established arrangements with water and air elementals to bring in those substances and remove waste on a daily basis, making Earth's End one of the most livable places in the Lowerdark. She also has a personal portal in her manse for emergency trips to the surface. It leads to a Yellow Rose monastery in Damara, where the Ilmataran monks offer aid as necessary and receive in return a supply of uncut gems, which amply fund their modest needs.

Slavery is illegal and unwelcome in Earth's End. Summoning elementals without the Speleosa's approval is also illegal.

Brief History

Raised in a gold dwarf city near the surface, Turska Underwalk spent most of her early years yearning to get in touch with her roots. After becoming a druid of Grumbar early in her life, she made a practice of summoning earth elementals as often as possible, pestering the laconic creatures endlessly for details of their home plane. Eventually, she traveled to the Elemental Plane of Earth, where she lived for some time.

Upon her return in 1350 DR, she found the surface world too noisy, busy, and bright. She retreated underground and established a base in the remote Lowerdark, where she could live in communion with both of the worlds that define her. Other creatures from both planes soon joined her there, and in the past twenty years, Earth's End has become a thriving Lowerdark community.

Important Sites

Most of Earth's End occupies a few small caverns. These open, unworked spaces have recesses carved into the floor where Urdunnir, a neutral duergar clan, and various earth genasi maintain simple dugout homes.

Topsider's Hostel

This four-room inn caters to the occasional Material Plane surface dweller who comes to Earth's End for business or to visit one of the earth genasi inhabitants. The inn is quite expensive, and lodging costs at least a platinum piece per day. But the place is well lit, serves beef and lamb instead of deep rothé, and has painted landscapes of the surface hanging on every wall. Adorno Shelsper (N male earth genasi Expert 2) runs the establishment, and he can make introductions and arrange for travel around the city if visitors require such. Adorno often longs for the surface life, but he makes far too much money here to go back up permanently.

The Speleosa's Manse

This "air pocket" is the largest single chamber in the city, dominated by an unnaturally thick central stalactite that reaches almost to the floor. A 5-foot-wide spiral staircase winds up around the outside of the stalactite for about 20 feet, then enters the speleothem to continue winding around the inside. The interior of the stalactite has been hollowed out, and terraced balconies line the inside, offering city officials a variety of scenic spots in which to conduct business at a leisurely pace.

Parts of the terraces are walled off, but all the ceilings were left open because an enormous light portal embedded high in the stalactite suffuses the entire place with the warm yellow light of Toril's sun during daylight hours, and the dim light of its moons at night. This place gives many earth elementals their first exposure to daylight, and visiting surface dwellers often appreciate borrowing space here to make plans, eat, or relax.

Earth Plane Portal

This portal, set naturally in a 30-foot-diameter cave mouth, leads to an air pocket in the Elemental Plane of Earth. Nothing of immediate interest lies on the other side; the portal was built simply to allow earth planar creatures to visit the Material Plane. Several Urdunnir make their homes around this portal.


(Middle Northdark)

Beneath the High Moor lies the drow city of Eryndlyn. About half again as large as Menzoberranzan, Eryndlyn is another mercantile powerhouse and a significant threat to all other realms nearby. War parties from Eryndlyn are frequently encountered in the dungeons and ruins of the High Moor, since the drow of the city are greatly interested in any secret vaults or lore that may remain from the ancient elven realm of Miyeritar, which once stood here.

Unlike many other drow cities, Eryndlyn is openly divided between the followers of Lolth and the worshippers of two other drow deities: Vhaeraun and Ghaunadaur. Lolth's adherents are as strong as the other two put together, and this fact is all that prevented the Houses that do not worship the Spider Queen from instantly crushing the Eryndlyr Lolthites once Lolth's silence became obvious.

The Ffardrimm

(Upper Northdark)

The area east and north of Menzoberranzan as far as Anauroch was once occupied by the dwarves of Delzoun, a mighty realm that fell in -150 DR to the endless onslaughts of orcs and giants. Few dwarves dwell in the ancient realm now; its mines are played out, and the dwarves have found more metal to keep them busy farther north under the Ice Mountains. This abandonment (some would call it a retreat) is unfortunate, however, since the Fardrimm formerly boasted an excellent underground highway system that allowed dwarves and their allies to move swiftly and easily under the Silver Marches, particularly in the orc-filled Nether Mountains region.

With the rise of the League of the Silver Marches, some young dwarves in Citadel Adbar and Citadel Felbarr want to do more than secure the areas immediately beneath their cities - they want to reclaim the Fardrimm. In fact, much can be said for this scheme. The roads and cunning dwarven defenses are still in decent shape, and the league would benefit from a ready-made road system under the entire region. But reclaiming it from beholders, drow, orcs, and assorted other regional pests that now occupy the area would not be so easy, and the league has more immediate concerns. Rurik Silverhilt (CG male shield dwarf Fighter 5), however, does not. His clan is wealthy, and Rurik is more than willing to spend his clan's money on hiring and equipping competent adventurers to clean out the Fardrimm. Of course, such a task is much too big for a single group of adventurers; it's a job for a nation of dwarves. Still, Rurik thinks that if he can hire enough people to reclaim just the road between Citadel Adbar and Citadel Felbarr, then his dream would seem more possible to the other dwarves, and they might rally to his cause.

Fluvenilstra, Garden City of the Lowerdark

(Lower Great Bhaerynden)

An unexpected oasis in the inhospitable Lowerdark, Fluvenilstra sports all manner of flowering lichens and fungi in a wide array of colors and forms. The city hosts the largest known settlement of slyths in the Underdark, and it is commonly regarded as the homeland of that race.

Fluvenilstra (small city): Magical; AL N; 15,000 gp limit; Assets 6,877,500 gp; Population 9,170; Isolated (slyth 91%, myconid 4%, grimlock 3%, svirfneblin 1%, genasi 1%).

Authority Figure: Flowrider Plyp Shurlush (N male slyth druid 19 of Silvanus).

Important Characters: Lirrup Biltendar (NG female slyth expert 4/bard 2), dragoman of the Flowrider's court; Meln (LN myconid sovereign of 15 HD), leader of the city's myconids.

Circle of the Depths: druid 16, druid 13, druid 12 (2), druid 11 (2), druid 10 (4), druid 9 (7), druid 8 (22). The Circle of the Depths is a druidic hierarchy that serves as the city's governing body. Most of the druids are slyths, although a few individuals of other races also belong to the circle. Many of the lower-level druids are considered novices, under the tutelage of the circle.

Servants of the Flow: About 300 fighters and rangers (most 3rd- to 4th-level) are sworn to serve as directed by the Flowrider and the Circle of the Depths. These servants make up Fluvenilstra's standing army.

Slightly less than 11 miles beneath the Shaar and about 50 miles northwest of Shaarmid, Fluvenilstra is the only known place where more than a few dozen slyths gather in one spot. Small thorps or individual circles of slyths exist elsewhere in the Underdark, but these distant outposts frequently send students here for tutelage under the calm, watchful eyes of the Circle of the Depths.

Fluvenilstra is organized around the druids who make up this organization. Not every slyth is a druid, and some do not even have the talent for the class, but every citizen of Fkivenilstra acknowledges the authority of the druids. Circle members are free to commandeer the city's guards and resources as they see fit, and any three Circle members acting in concert are empowered to decide any issue of law, justice, or trade on behalf of the entire organization.

Fluvenilstra's first and most impressive line of defense consists of plant creatures roaming loose in the city and the nearby caverns. Lowerdark variations of shambling mounds, phantom fungi, and assassin vines make up the bulk of this force, and roperlike plant monsters guard the main entrance. These plant creatures never bother residents, but they relentlessly attack any other creature that enters the garden city.

The myconids of Fluvenilstra seem to do almost nothing. They spend most of their time in the center of the city, standing in compost and humming quietly. But these myconids are in fact the principal defenders of the city because they control its plant creatures. The myconids are silent on how they achieve this effect, but they seem happy to do so for the benefit of the community.

An elite company of fighters and rangers. known as the Servants of the Flow directly serves the Circle of the Depths. This small army of almost 300 skilled guards can handle any threat capable of eluding the city's plant creatures.

Water trickles down from cracks in the ceiling, nourishing the jungle of plant life that grows on the walls. The liquid collects in a scummy moat around the edge of the city's circular cavern. Large patches of luminescent green fungi at uneven intervals on the floor and ceiling provide light for the cavern. It doesn't light the entire city, but creatures with low-light vision can see clearly here.

The city has many entrances, but few are more than a handspan wide, since the slyths need only a bit of space to pass in their amorphous forms. A larger entrance at the northern end of the cavern allows solid creatures and larger objects through. This main entrance is covered by a 6-inch thick curtain of hanging vines known as ironvines.

True to their name, ironvines have the hardness and hit points of iron when interwoven, which they are at all times. Any death or disintegration effect affects only one of the thousands of ironvines in such a curtain. About 20 assassin vines and 50 shrieker fungi laced into the curtain's outer layer provide active defense and an audible warning when creatures approach. Meanwhile, the lower edge of the curtain trails away inside the cavern to form a bridge over the moat. If the curtain is killed or removed by attackers, those attackers will also kill their quickest path across the water.

Visitors who approach in peace are removed to a sequestered area, away from the roving plant creatures just inside the main entrance. Lirrup Biltendar is the default guest liaison, since she speaks nine different languages, including Common and Undercommon. Anyone needed by the guests is brought to them in sequester, rather than allowing the guests to move about the city of their own accord.

Though seemingly isolationist, the druids here refer to pick their battles, and do not shy from them when necessary. The Circle has frequent contact with the Emerald Enclave of the surface world, and a handful of students leave the city each year to study with the Enclave. Others leave Fluvenilstra and travel the Underdark, restoring damaged areas and teaching other folk to respect the natural world.

Brief History

Fluvenilstra was founded 740 years ago by slyth druids who were discouraged by the wasteful, wantonly destructive habits of Underdark residents. This small group of slyths wanted to create a quiet place where they could not only study the subtle balance of nature, but also instruct others in how to nurture that balance in the Underdark.

For its first 200 years, the city was practically a monastery, but the number of students grew as the city developed a reputation for rare and flowering plants. In 1470 DR, the city was attacked and razed by a derro horde whose members were lost and nearly out of food. They pillaged Fluvenilstra and then left to regain their bearings and travel home.

When they rebuilt, the slyths learned the value of a strong defense. They contacted a stand of myconids and began breeding plant creatures and plant-based versions of other Underdark creatures to serve as defenses. They also trained rangers as well as druids and fungus experts to avoid a repetition of the derro attack.

Today, the slyths are overflowing their city. They actively encourage students to leave and spread their nurturing ways throughout the Underdark.

Important Sites

Because visitors are not allowed into the city, their choices of places to visit are limited


The 50-foot-diameter area is hollowed out of the cavern wall near the main entrance. It is appointed with cushions and sweet smelling flowers, and vined curtains allow guests who stay long enough to sleep some privacy. Meals are served in the center of the room at a community table. Visitors to Fluvenilstra are asked to remain here for their own protection, since the roving plants around the city attack strangers anywhere else.

The Great Garden

In a garden just outside the sequestered area, Durloo Glossop (N male slyth Expert 4/ Druid 1) grows an assortment of tubers in soil imported from the surface. His garden is magically lit by daylight spells on a schedule roughly equivalent to the surface's day and night cycles. The starchy products of the garden are wondrous luxuries for Underdark denizens, and selling this harvest twice a year brings in a great deal of money for the city.

Fraaszummdin, Steederhomer

(Middle Earthroot)

This small duergar settlement is renowned for its mastery of vermin and Underdark beasts of all sorts. The town is known as Steederhome because of its especially hardy and responsive steeder breeds, but the gray dwarves of Fraaszummdin also raise many other kinds of Underdark working creatures, including pack lizards, riding lizards, giant beetles, trained monstrous scorpions, and various breeds of deep rothé.

Fraaszummdin (large town): Conventional; AL N; 3,000 gp limit; Assets 462,300 gp; Population 1,124 free; isolated (duergar 96%, human 2%, half-orc 1%, hobgoblin 1%); 1,958 slaves (hobgoblin 49%, orc 39%, half-orc 9%, human 2%, ogre 1%).

Authority Figures: Deeplord Sobja Fraasz Verminwise (N female duergar fighter 6/druid 6/vermin keeper 3), leader of Clan Fraasz and therefore master of the city.

Important Characters: Cressen Hormyeth (NE male duergar aristocrat 3/ranger 7), chief of Clan Hormyeth; Mynthir Mithralbit (LE male duergar expert 4/fighter 6), chief of Clan Mithralbit.

Deeplord's Guard: fighter 8, fighter 7, ranger 6, cleric 6, fighter 5, warrior 5 (2), cleric 4, fighter 4 (2), warrior 4 (4), cleric 3 (3), fighter 3 (5), warrior 3 (5), fighter 2 (3), warrior 2 (14), fighter 1 (4), warrior 1 (16). The Deeplord's Guard serves as the city's constabulary and the personal guard of Sobja Fraasz. Its members are mounted on steeders when on duty.

Fraaszummdin proper is a compact community located about 4 miles under the Sunrise Mountains of northern Thay. But the town's influence spreads much farther than its boundaries, sprawling across seemingly endless tunnels and caverns to a depth of 8 miles, and extending out under the Endless Wastes. This area is called "the Wandering," and some duergar stay out there for months tending the town's livestock and training mounts for eventual sale. Fraaszummdin's steeders are renowned throughout the Earthroot. The city's stylized brand on such a creature is a virtual guarantee of quality and good breeding.

Though most residents of Fraaszummdin are evil, the citizens seem positively lighthearted compared to the grim-faced duergar of other communities. Their relative isolation from the worst of Underdark threats allows these gray dwarves to focus on the task of raising beasts of burden and mounts; rather than staying a jump ahead of their enemies. The closest Underdark community of any size is the Trun'zoyl'zl district of Undrek'Thoz under Thay, and the drow there seem willing to leave these duergar alone as long as they pay yearly tribute.

When threatened, every duergar in Fraaszummdin takes up arms, and trained giant vermin from the near Wandering are called in to protect the city. Attacking forces usually have to slog through miles of hostile monstrosities to even reach the city. As threatening as armored, angry duergar may be, a gauntlet of steeders, giant beetles, and huge monstrous scorpions can wear down even the toughest soldiers. More often, thieves or raiders try to steal livestock from the Wandering. Such raids are not uncommon, and gray dwarf trainers and breeders are expected to be able to take care of themselves, since help can be hours away.

Clan Fraasz, the oldest and most prestigious of the city's duergar clans, has dwindled over the years and is now little more than a figurehead role in the leadership of the city. Today, two larger and wealthier clans dominate Fraaszummdin: Clan Hormyeth and Clan Mithralbit. Clan Hormyeth is richer and better connected with Underdark clients, but Clan Mithralbit is generally thought to raise superior creatures. The two clans feud constantly, although this conflict usually manifests as a sullen, spiteful rivalry.

Visitors to the city are expected to take one side or the other early on, and most do so inadvertently by simply approaching a random duergar for business. Both clans pay close attention to the loyalties of newcomers, and neither is above intimidating or attacking newcomers who are about to strike a deal with the rival clan.

As a member of neither clan, Sobja Verminwise interferes as little as possible. But when the Hormyeth-Mithralbit rivalry gets out of hand and forces her to take action, she is swift and draconian, usually commanding either exile or death for the miscreants. Even the most ardent supporters of the clans have learned that arranging vermin fights in a neutral clan's training space or holding a skirmish in the Wandering is more prudent than trying the Deeplord's temper.

Slavery is legal and commonly practiced in Fraaszummdin. Slaves have a genuine chance to buy their freedom over 20- or 30-year periods (a relatively short time for duergar, but less so for the slaves). Those who do so occasionally stay on afterward as free citizens of Fraaszummdin, since their vermin-handling skills are most useful in the place where they learned them.

Brief History

The duergar of Fraaszummdin have slowly migrated eastward over the last 2,000 years in search of suitable space for raising their steeders. Each move usually brought them in contact with some other Underdark community, whose encroachment made raising the creatures problematic. Each time the city has moved - from beneath Amn to Cormyr, the Dalelands, Impiltur, and Thesk - it has left behind a small remnant too stubborn to move again. Thus, villages and small towns of duergar who raise steeders and riding lizards dot the Middledark all along the town's line of travel.

Fraaszummdin has been in its current location for nearly 350 years. At this point, the only thing the Hormyeth and Mithralbit clans can agree on is their desire to stay put - no matter what.

The Wandering

Fraaszummdin has few noteworthy sites other than the clan strongholds, but it is surrounded by an extensive patrolled area. This vaguely defined region extends for tens of miles in all compass directions around the city, and as deep as 4 miles below it. Tunnels and eaves claimed in the Wandering are often hundreds of feet long and wide, and most are gated off as corrals and paddocks. The duergar expand promising caverns into enormous training spaces, excavating stables, tack rooms, and trainer sleeping quarters off the edges.

The first sign that a traveler has reached the edge of Fraaszummdin's territory is usually a stout metal gate bolted into the rock around a tunnel mouth. Opening such a gate without hailing a trainer is not only impolite but also dangerous. Verminous creatures usually know their trainers, but they attack other creatures in the training space without delay. Killing one, even in self-defense, carries a fine of at least 1,000 gp to reimburse the owner for losses.


(Middle Old Shanatar)

Amid the ruins of the ancient dwarven realm of Torglor, the githyanki have established a military encampment on the Material Plane. From the outpost known as Gatchorof, githyanki raiders make frequent forays into the Lowerdark to strike against the illithids of Oryndoll, their thralls, and anyone else who gets in the way.

Gatchorof (hamlet): Nonstandard; AL LE; 100 gp limit; Assets 760 gp; Population 152; Isolated (githyanki 98%, red dragon 2%).

Authority Figure: Supreme Leader Frethen Harmswa (LE female githyanki fighter 10/psychic warrior 6).

Important Characters: Cragnortherma (female adult red dragon); Heltipyre (female adult red dragon); Scorlachash (female adult red dragon).

Raiders: fighter 9, psychic warrior 9, fighter 5/ psychic warrior 4, fighter 5/ psychic warrior 2, wizard 8, fighter 7 (3) psychic warrior 7 (3), wizard 6 (3), fighter 5 (4), psychic warrior 5 (4), fighter 4/wizard 4 (5), fighter 3(54), psychic warrior 3 (16).

The githyanki consider this place a military outpost, not a town. As with any military outpost, however, certain services have sprung up to meet the needs of the troops. In addition to the soldiers, a small community of githyanki noncombatants lives here to manage a general store, a forge, a slaver gang, and a taphouse.

The githyanki are preoccupied with defense. Every structure they inhabit has been modified for defensive purposes with shuttered windows, arrow slits, and fortified entrances and exits. The buildings that the githyanki have occupied here so far are mostly old dwarven guard houses and the city jail, since these are the most defensible structures in the city. The githyanki have leveled surrounding structures to a height of 3 feet and a distance of 100 feet to grant troops within the occupied structures line of sight to fire at approaching enemies. Finally, they have allied with three red dragons. In return for the assistance of these creatures, the githyanki regularly raid trade caravans to fatten their allies' hoards:

Visitors are not welcome in Gatchorof unless they can demonstrate that they have come to kill illithids. Exceptionally combat-ready adventurers who reveal an abiding hatred of mind flayers fit this requirement. Providing one illithid head per person as a token of entry is a good way to gain entry, though the githyanki do not request such.

Slavery is legal in Gatchorof, though the githyanki soldiers themselves have no time for it. Roughly one-quarter of the soldiers are gone at any given time on business, and the rest are drilling, patrolling the area, or resting up for their next raid. The "civilians" of the village are all armed, but they spend much of their time equipping and maintaining the military force, making frequent trips back to the Astral Plane for supplies.

Anti-Illithid Devices

The dwarves of Torglor routinely fought the mind flayers of Orynd'oll and created several specialized anti-illithid defenses. The githyanki occupation force has found several such devices and put them to good use.

Braincap: This metal cap fits closely over the wearer's head (taking the head slot for magic items). The wearer gains a +4 resistance bonus on saving throws against enchantment effects and immunity to psionic mind blast attacks.
Moderate abjuration; CL 12th; Craft Wondrous Item, spell immunity; Price 22,000 gp.

Starver: Armor created with this special ability is so named because more than a few mind flayers have lost tentacles to its slashing blades. Such armor incorporates a special defense against creatures that attempt to grab or swallow the wearer. When an enemy attempts a grapple check against the wearer, razor-sharp blades spring out in all directions, dealing 2d6 points of slashing damage to the grappling creature. The blades instantly retract if the wearer is released; otherwise, they continue to deal 2d6 points of damage to the grappling creature each round on the wearer's turn. They also deal damage against any creature that has swallowed the wearer. Should the wearer die, the blades become inert.
Moderate transmutation; CL 7th; Craft Magic Arms and Armor; Price +2 bonus.

Giant's Chalice

(Lower Darklands)

This brackish lake, located 12 miles under the Trader's Road, is enormous even by surface standards. Probably named by Shanataran dwarves for the stone giants who used to dwell above it, Giant's Chalice is the largest known freshwater body in the Lowerdark. Creatures from miles around come to drink from the lake, and predators come to hunt them.

For more than a millennium, a race of intelligent octopi have lived in Giant's Chalice, feeding from and tending to a glowing coral reef that lights up the water in spots, casting eerie, beautiful shadows on the walls and ceiling. The octopi carve the coral into intricate shapes and trade these with sea elves who swim in to meet them through flooded passages from the Sea of Fallen Stars.

This arrangement worked well until about 15 years ago, when mind flayers introduced vampire squids into the lake. Though they greatly outnumber these invaders, the octopi are pacifists. Thus far, they have tried to address the problem by appealing to the squids' sense of justice, mercy, or reason. The squids, being chaotic evil and barely above animal intelligence, have responded by eating the octopi. A few among the octopi have now concluded that active resistance is necessary. They have appealed to their sea elf trading partners for help and begun developing combat skills and arcane magic to combat their foes.

The octopi have long since forgotten the mind flayers who released the squids, but the illithids have not forgotten their plans. Their goal is to control the sea elves and, by extension, parts of the Sea of Fallen Stars. They expected the octopi to ask for help from the elves long before now, but they didn't take into account the octopi's stubborn commitment to peace. Now that the sea elves have begun showing up in greater numbers in Giant's Chalice, the mind flayers intend to capture some as thralls and begin the next step of their insidious plan.

Gracklstugh, City of Blades

(Middle Northdark)

grachklstughSeat of the duergar Deepkingdom, Graeklstisgh is the strongest gray dwarf realm in the Northdark and arguably in all of the Underdark. The ceiling is perpetually covered with thick, reeking smoke that rises from the city's countless forges and smelters. The duergar smiths who live here turn out quality weapons and armor of all kinds. Most of their wares are for sale, and their largest markets are other duergar and drow.

Gracklstugh (metropolis): Conventional; AL LE; 100,000 gp limit; Assets 200,340,000 gp; Population 26,390 free; Mixed (duergar 86%, derro 9%, durzagon 2%, orog 2%, stone giant 1%); 13,678 slaves (goblin 39%, shield dwarf 29%, orc 19%, svirfneblin 9%, human 4%).

Authority Figures: King Horgar Steelshadow IV (LE male duergar fighter 9/wizard 9); Diinakvil Rylafyrn (CE male derro sorcerer 15), derro savant leader.

Important Characters: Durna Thuldark (LN female duergar expert 8/fighter 4), head of the merchant council; Grim Herald Morsidin Gboomstorm (NE male duergar cleric 15 of Laduguer), high priest of Laduguer; Stonespeaker Hgraan (N male stone giant cleric 7 of Skoracus Stonebones), Stonespeaker to the Deep King; Themberchaud (CE male adult red dragon), the Wyrmsmith of Gracklstugh.

The Stoneguard: King Horgar's royal guard consists of almost 500 veteran duergar soldiers, most of them duergar fighters of at least 3rd level. Each of the city's clan lairds can also muster additional forces when needed.

Below the Evermoors at a depth of 5 miles, the bustling duergar city of Gracklstugh straddles a narrow rift known as Laduguer's Furrow. The north end of the settlement is a pebbly beach on the Darklake. Gracklstugh proper is a huge city, but its various outlying districts and fungus fields occupy the tunnels for miles around, pushing the total population of the Deepkingdom to around 90,000 duergar, plus another 60,000 slaves.

Like other major Underdark communities, Gracklstugh is strong in trade. The duergar usually prefer to carry their wares out to markets elsewhere rather than welcome external traders, so caravans containing top-quality weapons, armor, and other= metal goods constantly leave the city for Menzoberranzan, Mantol-Derith, Skullport, Sshamath, and Ooltul. The City of Blades earned its name because of its reputation for quality weapons; so no one complains to the duergar's faces about the markup for transportation costs.

Gracklstugh's magical defenses are weak, but the Deepkingdom boasts the best army in the Northdark - thousands of trained veterans armed and armored with superior dwarven steel. Tarngardt Steelshadow, Horgar's predecessor, was no interested in expanding through conquest, but Horgar has chosen to set a different course. He took advantage of Lolth's silence by launching a mighty invasion of Menzoberranzan.

At first glance, Graeklstugh seems like Hell's own foundry. The main cavern is dominated by colossal stalagmites that have been hollowed out and converted into great stinking smelters. The city glows with firelight and the ruddy yellow gleam of hot iron at all times, and the air is filled with hissing steam, reeking smoke, and the endless clanging of hammers. The folk of Gracklstugh practice many trades besides smithwork, but the heart of the city is the working of metal.

The red dragon Themberchaud, known as the Wyrmsmith of Gracklstugh, keeps the forges of the city hot with his fiery breath. An order of duergar cleric/psions tends to the red dragon and guards his hoard while he slithers around the city, blasting the forges to life with his flame. In return for this magnanimous service, Themberchaud's hoard is regularly fattened, and he feasts on ill-tempered slaves.

Gracklstugh is a city of endless toil. Each trade or craft practiced in the city is the domain of a specific clan. Important trades such as foundry work are the province of several competing clans, but other clans working at less important (or necessary) tasks often consist of a few dozen craftsfolk at best. The families that govern each clan comprise the city's nobility, and the leader of a clan is known as a laird. Unlike the drow Houses, duergar clans do not engage in endless vendettas and schemes of advancement; gray dwarves who find themselves at the bottom of the pecking order tend to resign themselves to their fate or work harder to advance, rather than plotting to pull down their betters.

The power in Gracklstugh lies somewhere with the lairds of the great clans (particularly the merchant clans), the throne and the scheming derro savants that live within the city. Horgar intends to take up the reins of rulership with a firm, unwavering grasp, and reclaim the power that his grandfathers wielded in bygone years. Naturally, the great lairds and the derro have no wish to see him succeed.

Brief History

As the overkingdom of Deep Shanatar crumbled beneath Amn and Tethyr, dwarves of all kinds moved north. Many of these were gray dwarves who had escaped illithid thralldom and fled Oryndoll. The city of Gracklstugh was founded as the first major duergar settlement in the North in -3717 DR. The industry and warlike ways of the gray dwarves allowed them to stake their claim on the excellent site, with easy access to the Darklake.

Gracklstugh grew rapidly into a major city. In -3392 DR, King Horgar Steelshadow II declared his sovereignty over all duergar communities in the Northdark and took the first steps toward forging the Deepkingdom. Although many outlying duergar clans resisted Graeklstugh, Steelshadow's armies overpowered each such outpost and brought it into the fold.

The Deepkingdom of the duergar has endured for four and a half millennia, sometimes united and aggressive beneath a strong king, other times weak and divided by clan struggles. For the past few centuries, the Deepkingdom has been slowly retreating, and the duergar kings have pulled their reach back to the small area surrounding Gracklstugh itself.

The recent death of King Tarngardt Steelshadow and the accession of his grandson, Horgar Steelshadow IV, has signaled a bold shift in the city's fortunes. Publicly, Tarngardt had balanced the Council of Lairds, the Council of Savants (powerful derro savants); Clan Caingorm (a stone giant clan that has traditionally held the king's ear), and the Merchant's Council against each other - an arrangement geared to benefit the Deepkingdom. In secret, however, the Council of Savants was controlling the old king and several of his lairds through bribes, threats, and enchantments.

Thorough as they were, the savants discovered (too late) that they had put too little effort into manipulating the king's grandson, Horgar. Horgar did not fall for the savants' flattery, and he resisted their efforts to charm him. Worse yet, he created a power base of his own by purging the corrupt Stone Guard and installing loyal captains and soldiers in the king's own guard. Once he had secured his own survival, Horgar had his grandfather discreetly assassinated and ascended to the throne. Now that he is king. Horgar plans to rid the Deepkingdom of the savants entirely and at least expel, if not kill; all the derro in Gracklstugh. The savants have realized their gross miscalculation, and they are even now plotting to remove Horgar before he can do any more harm.

Meanwhile, the Council of Lairds is split. Several key lairds remain under the sway of the savants, but loyalty to the crown runs deep. If the king forces them to choose sides, the true number who would choose fealty and face the consequences of derro threats is unknown. The giants of Clan Cairngorm are unswervingly loyal to the crown, but their leader, Hgraan, personally dislikes Horgar for his ruthless ambition. Some of the giants suspect that Horgar arranged Tarngardt's death, and the new king neither confirms nor denies such rumors.

Lolth's silence and the evident weakness of Menzoberranzan to the north have provided Horgar with an excellent opportunity to divert attention from his politicking with an external war. The king figures that a successful campaign against the drow will provide him with the glory and plunder needed to secure his throne forever. If the duergar attack on Menzoberranzan should falter, Horgar plans to expose the secret plotting of the derro and fix the blame for defeat on them as the prelude to a terrible purge.

King's Knife

Gracklstugh's soldiers carry a .variety of weapons, but each carries a short sword with a serrated edge and the likeness of the king cast on the pommel. Though much longer than a knife, this sword is called a king's knife. According to the Stone Guard tradition, a duergar soldier must carry his king's knife at all times and surrender it to the king on demand. Failure to do either is a grave dishonor.

As a sign of his laird's favor, a particularly heroic duergar captain or champion is sometimes awarded a magic king's knife, which has the following properties:

King's Knife: In the hands of a gray dwarf, this +2 short sword grants two additional uses per day each of enlarge person and invisibility, for a total of three uses of each ability per day.
Moderate transmutation; CL 6th; Craft Magic Arms and Armor, enlarge person, invisibility, creator must be duergar; Price 13,170 gp; Cost 6,740 gp + 514 XP.

Important Sites

Visitors to Gracklstugh most often arrive by boat, landing in the Darklake district. Several inns, taverns, and businesses catering to travelers can be found here, as well as dismal marketplaces for duergar wares. The gray dwarves do not permit folk of other races to venture any deeper into the city without a sizable escort.

Laduguer's Furrow

This rift breaks the city into northern and southern districts. Nearly 200 feet deep, the rift has a packed gravel floor and extends roughly 1/4 mile beyond the main grotto of the city in both directions. Dwellings are carved into the sides of the rift, and wide ramps lead to-the bottom from the main level of the city.

The eastern section of the rift is the city's derro quarter. Almost all of Gracklstugh's derro congregate here, generally keeping to themselves. The savants have their own secret passages leading to the Underdark beyond the city, and derro can come or go by these routes as they please.

Cairngorm Cavern

This remote section of the city, set back several hundred feet from the main cavern, houses the stone giants of Clan Cairngorm. Their dwellings are spartan but suited to their needs. Led by the strict Stonespeaker Hgraan, the giants are loyal to the Deep King and do not fear the derro.

King Horgar has taken to visiting Cairngorm Cavern twice every tenday to confer with the Stonespeaker, though his visits rarely last more than an hour. Their relationship is cool, but the amount of time they spend together seems suspicious to the derro.

Darklake Docks

These busy docks are used primarily by flat-bottomed rafts made of zurkhwood and lacquered puffball floats. Some of these ramshackle barges are powered by mindless undead, such as skeletons or zombies, that are bolted to the oars or paddlewheels and used as tireless necromantic engines. The rafts are ungainly, but each cart carry tons of trade goods, and the duergar send out shipments with pure dwarven consistency.

The Great Rift

(Upper Great Bhaerynden)

Home to the Deep Realm of the gold dwarves, the Great Rift is the largest, strongest, and wealthiest of all the dwarven realms on the surface of. Faerûn or below. The Great Rift serves as a bridge between the Realms Below and the surface lands. While it is not especially deep (its lowest spot is not quite 1/2 mile below the surrounding plains), the caverns, cities, and mines delved into its walls extend deep into the Underdark.

The gold dwarves have little use for visitors who come for any reason other than trade, and caravan masters journeying into the Deep Realm are expected to follow certain well-marked and well-guarded routes. On the surface, most caravan traffic is halted at the city of Hammer and Anvil, which actually lies on the plain at the top of the Great Rift. Merchants coming up from below are even more carefully watched. Drow, duergar, and other such sinister folk can and do come to the Great Rift to trade, and the gold dwarves deal fairly with them provided that they return the courtesy.

The Deepwild

The cities of the gold dwarves surround the Great Rift, rather like apartments looking out onto a common courtyard. Miles of cavern-corrals, caves given over to fungus cultivation, and subterranean lakes stocked with cave fish extend from each of these cities, creating a halo of densely settled and prosperous Underdark strongholds for a dozen miles or more from the rift proper. Beyond this zone of civilization lies the Deepwild, a vast region of wild caves patrolled by the gold dwarves but not claimed or settled by them.

Many dangerous monsters lurk in the recesses of the Deepwild. Ambitious gold dwarf settlers occasionally establish homesteads or outposts with the intention of mining rich areas of the Deepwild, only to be driven back to their homeland after a season or two by the ferocious monsters of the area.

The Deepfall

At the north end of the Great Rift, the River Shaar disappears into a gorge and flows for more than 100 miles underground, thousands of feet below the plains of the Shaar. It emerges again at the foot of the Landrise and winds its way west for many long miles on the surface before joining the River Channath and emptying into the Shining Sea. Where it goes underground, the River Shaar is the largest river of the Underdark. It has scoured immense caves along its route, creating a mighty maze that not even the gold dwarves have fully explored.

About 40 miles north of the Great Rift, the Shaar abruptly drops almost 300 feet in a huge, horseshoe-shaped waterfall. The roaring of the Deepfall, as this waterfall is named, is absolutely deafening for several miles in all directions, and the river continuously sculpts and reshapes the falls, making the place difficult and dangerous to visit. But the Deepfall is considered sacred to Dumathoin, and a shrine to the dwarven god stands on a small island that cleaves the falls.


(Middle Old Shanatar)

Also known as the Temple City of Lolth, this metropolis under the Calim Desert is the oldest drow community in the southern Underdark, and one of the largest. More than two hundred noble Houses vie for power in the city, and twenty-one Houses make up its Ruling Council. All the drow here worship Lolth, but each in a different way, so scores of denominations and sects exist within the city. Building a temple to the Spider Queen is seen as the best display of devotion and the surest way to promote a particular drow's method of worship. Thus, the city is filled with temples, large and small.

Guallidurth is the bane of any other Underdark settlement south of the Wealdath or west of the Alimir Mountains. Its leaders claim all this territory, though they police it loosely. The dark elves' influence spreads even farther than this area, but they rarely trouble folk who live far away. Still, Guallidurth poses a credible threat to Iltkazar, Oaxaptupa, Oryndoll, and the various beholders under the Lake of Steam. The drow of Guallidurth believe they already "own" the kuo-toa city of Sboopdilmonpolop, so they have not bothered to take it.

Surface historians believe the various Night Wars between the drow and everyone else have been over for roughly 1,800 years. Dwarven historians on the other hand, count at least two other Night Wars since that time that have been waged solely underground, and a few Guallidurthan houses (notably House Mizz'rynturl) believe themselves to be fighting the third Night War, since Iltkazar has shown the temerity to continue existing.

Holy Mother Cauldron

(Lower Glimmersea)

Strong tides and fierce currents characterize this mostly submerged section of the Glimmersea. It can be reached only by traveling underwater from the surrounding Glimmersea, although travelers descending into the Cauldron from the Middledark can find dry routes leading to their destination. The Holy Mother Cauldron is a shrine consecrated to the Sea Mother.

The area is sacred to the worshipers of Blibdoolpoolp, and each devout kuo-toa is obliges to visit it once in his or her lifetime without using any form of travel magic. Those who make the trip and return gain enhanced prestige among the kuo-toas, but they are few in number. Because of the danger of the journey and high rate of fatality, even among the young and strong, many Middledark and Upperdark kuo-toas put off this holy duty until they are quite elderly, viewing the trip as a final pilgrimage from which they do not intend to return. The kuo-toas sometimes refer to this practice as "going to meet the goddess."

The shrine itself is a temple and monastery sheltering dozens of kuo-toa clerics and monks plus three or four times that number of pilgrims at any given time. An elderly but powerful kuo-toa cleric named Slowoopil (NE venerable male kuo-toa Cleric 15) governs the temple, aided by Maumogga, Gargantuan kuo-toa leviathan of 30 MD, who serves as the shrine's sacred champion.

Iltkazar, the Mithral Kingdom

(Upper Old Shanatar)

The last surviving kingdom of Deep Shanatar, Iltkazar has been in a long, slow decline for more than thirteen centuries. The scholarly dwarves who live here keep scrolls and books filled with dwarven secrets of architecture, engineering, armor and weapon-smithing, archeology, history, and carving runestones.

Iltkazar (small city): Conventional (Monstrous); AL LG; 15,000 gp limit; Assets 5,625,000 gp; Population 7,506; Mixed (shield dwarf 78%, gold dwarf 9%, rock gnome 5%, svirfneblin 4%, human 3%, urdunnir dwarf 1%).

Authority Figure: King Mith Barak, or Mithbarakaz (LG male silver great wyrm).

Regency Council: Fenyl Arnskull (NG female shield dwarf aristocrat 11); Torth Blackensteel (LG male shield dwarf expert 9); Ruvan Stoneshoulder (LN male shield dwarf aristocrat 5/expert 4); Chemeol Stoneshoulder (LG female shield dwarf fighter 8); Gromi Arnskull (CG male shield dwarf fighter 2/cleric 5/runecaster 2); Sturvis Riftsong (CG male shield dwarf fighter 5/bard 3); Vrona Ironledger (N female shield dwarf expert 2/wizard 7); Elern Riftsong (LG female shield dwarf cleric 8 of Moradin).

Important Characters: Sorni Arnskull (N female shield dwarf expert 8), Master of the Forge; Dorna Riftsong (LG female shield dwarf expert 7/wizard 3), Chief Librarian; Bresk Stoneshoulder (LN male shield dwarf fighter 12), Warmaster of Iltkazar; Anthan Diamondblade (LG male shield dwarf cleric 9 of Moradin), High Soulsmith.

Clerics of the Ancient Forge: The Temple of Moradin in Iltkazar numbers more than 30 clerics, including 6 of 4th level or higher.

Gate Guardians: Iltkazar's best warriors are assigned the prestigious duty of guarding the city's gates. This contingent includes more than 60 clerics and 400 fighters and warriors, of whom about 300 are 1st-level warriors.

Less than 2 miles under the Omlarandin Mountains of Tethyr sits Iltkazar, a city on the edge of a bloodless coup. The king, Mith Barak the Clanless, spends 75 out of every 100 years sitting still as a solid mithral statue on his throne. During this time, the Regency Council of Iltkazar rules the city, carrying Out the edicts and commands of their sleeping king. The Regency Council sees its stewardship role as one of preservation, not leadership, so they avoid making new policies and defer any major decisions until King Mith's next awakening.

The council's ironclad devotion to waiting for the sleeping king stagnates the city, but it was tolerable to the deeply traditional dwarves until recently, Five years ago, in 1367 DR. King Mith failed to awaken on schedule. Since then, the Council has dithered on substantial issues while the citizens have grown restless.

Iltkazar is called City of Mithral for its legendary smiths, most of whom work in rare, magically active metal. Mithral is most common of these, but even rarer metals are routinely worked here. Hidden mines in the surrounding Underdark hold a wealth of hizagkuur, zardazil, and other rare minerals, and the Iltkazar dwarves make good use of these. But Iltkazar's hold on trade in these metals does not depend upon maintaining control over their source. Even if the enemies of the dwarves stumbled across these deposits or discovered the metals elsewhere, the knowledge of how to smelt and work them to full effect is known only to Iltkazaran smiths.

Faintly glowing, silvery-blue lichen on the ceiling lights the whole city, which is spread over a couple of dozen caverns connected by wide tunnels to create the effect of one large cavern. The River Dhalnadar and its tributary, the Deepflood, meet within one of the central caverns, providing plenty, of water. The civil engineering of the city is a marvel - the river drops about 60 feet as it flows through the city, turning dozens of waterwheels that power hundreds of machines around the caverns. The water also feeds into each home through an intricate aqueduct system.

Iltkazar is probably the best-defended city in the Underdark. Each of its three main entrances has nine doors, each 10 feet square and 3 feet thick. The first two are solid iron; the next six are iron sheathed in 2 inches of hizagkuur, and the last is pure mithral, immune to magic. Strong grates block all waterways in and out of the city. These defenses are usually reinforced with blade barrier, dismissal or holy word, and fireball spells, which can be triggered by the warden on watch. Runes that cover the other surfaces of the cavern at 25-foot intervals usually contain maw of stone and repulsion spells that turn burrowers away. These last runes are unique to Iltkazar because they are triggered by an innate tremorsense rather than sight. Thus, any movement within 120 feet of such a rune triggers it.

King Mith Barak

Though many suspect the truth about the king, none know it for certain. King Mith is actually Mithbarazak, a silver great wyrm who came to the dwarves decades ago to help them guard their immense knowledge. Mithbarazak may also have had other, more subtle reasons to watch over the last kingdom of Deep Shanatar, such as needing an extremely safe place to keep his body during his travels in the Astral Plane. When the dragon sleeps, he travels astrally and has frequent audiences with powerful extraplanar creatures. But twenty years ago, his astral form was captured by a servant of Tiamat. Mithbarazak has been imprisoned on the Astral Plane ever since, and he cannot free himself.

Brief History

When Deep Shanatar ruled most of the southwestern Upperdark, Iltkazar was a relatively small but important part of the overkingdom. This subkingdom was the center of scholarship and smithcraft in the realm. When the overkingdom collapsed after the Kin Clashes against the duergar, Iltkazar survived, but its citizens continued to fight off assaults from beholders, drow, illithids, and duergar over the next several hundred years, losing ground each time.

In 66 DR, a dying king and greatly reduced holdings made for bleak prospects. On his deathbed, the last dwarven king of Iltkazar named Mith Barak the Clanless his successor. Since his ascension to the throne more than 1300 years ago, Mith Barak has led the city wisely and secured the kingdom's borders. Unfortunately, his long sleeps do not allow the dwarves to contemplate any great new projects for decades at a time. The council is absorbed in fine interpretations of their sleeping king's dictates, and its members are fixated on maintaining the city rather than taking initiative.

Every time the king awakens, he spends much of the next twenty-five years overseeing attempts to rebuild the city to the point where he left it seventy-five years earlier. King Mith has never complained about or even addressed that problem, in the same way that no one ever questions his mysterious seventy-five-year sleeps. In his waking years, he rules justly and wisely. In his sleeping years, the council rules in good faith but with undue legalism.

In 1367 DR, the unthinkable occurred: King Mith did not awaken at the appointed time. He continued to sit, unmoving, despite his followers' attempts to rouse him. For several years, the dwarves argued over the appropriate course of action. At last, just this year, some of the dwarves have become sufficiently desperate in the absence of their king to act. One faction, which calls itself the Unfurling Movement, has decided on a radical course of action: seeking help from the surface to rouse their king. The entire Regency Council hotly opposes this expedition, and some have likened it to treason. Nonetheless, the leader of the movement, Joshiah Stonefriend (NG male human Expert 6), plans to appeal for help on the surface with or without the Council's approval.

Surrounding Area

Most of Iltkazar's surroundings consist of ruined dwarven holds. Each time that waves of enemies have surged closer to the city, the dwarves have retreated, abandoning their holdings. Iltkazaran patrols still appear in these areas, but they don't have the numbers or military might to actually occupy them, so all kinds of other Underdark denizens are free to roam in their abandoned halls.


These tunnels are nearly the last of Iltkazar's defended holdings outside the city itself. Located about 2 miles from the city, these mostly empty hizagkuur mines provide the easiest access to Iltkazar from the surface or the west. The dwarves patrol these passages rigorously and construct deadly and clever traps to discourage unwanted visitors, so coming through this area without a guide is a foolhardy proposition. Of late, patrols of gold dwarves from the Great Rift and gray dwarves from Dunspeirrin have become increasingly frequent visitors in this area, and clashes between these two groups threaten full-scale warfare at Iltkazar's doorstep.

The Spiderstalkings

Though the drow in the region tend to stay in Guallidurth these days, spiders of all sorts thrive in the outposts and strongholds left over from the Night Wars in the Omlarandin Mountains, directly above and to the north of Iltkazar. About once a year, the dwarves send a few regiments up to beat them back, but far more spiders infest the area than the dwarves could possibly hope to eradicate.


The magic metals worked in Iltkazar are rare in the Underdark and practically unheard of on the surface. Any object made with hizagkuur is considered masterwork with regard to creation time.

Hizagkuur is a pale, silvery gray metal that forever retains a fiery spark of its smelting fires; making it magically resistant to cold. Thus, armor made from hizagkuur grants its wearer cold resistance 2. Any weapon forged of hizagkuur deals +1 point of electricity damage and +1 point of fire damage each time it hits. This effect is cumulative with any other special abilities the weapon may possess Hizagkuur cannot be used in a magic item that uses cold effects, such as a frost or icy burst weapon.
Hizagkuur weighs the same as steel, and it has a hardness of 10 and 30 hit points per inch of thickness. A hizagkuur weapon is treated as silver for the purpose of defeating damage reduction, but it takes no penalty on its damage roll.
Market Price Modifier: Armor +2,000 gp; weapon +12,500 gp.


(Middle Deep Wastes)

Destrachans are so universally hated that they can live only among their own kind. The name of this thorp is a bastardization of an Undercommon word that translates roughly to "wretched super-lair." No one knows what the destrachans call it, and no one cares. Between fifty and eighty destrachans lurk in the lightless depths of Kuragolomsh at anyone time.

Destrachans are unsociable creatures that forsake even their own self-interest to commit random acts of evil or simply humiliate other creatures they find. The average destrachan is as intelligent as a drow and arguably just as mean. These monsters have demonstrated the ability to understand several different languages, though they never speak any of them.

Kuragolomsh lies in the extreme eastern portions of the Deep Wastes, below the Earthspur Mountains of the Vast. The thorp itself is composed primarily of a set of holes blasted at intervals out of a tunnel 320 feet long and 15 feet wide. At one end of the tunnel is flat area where the destrachans seem to have blasted a crude amphitheater for themselves.

Several drow lords in nearby outposts have considered sending slave troops to kill the destrachans, or at least drive them away, but they fear that the creatures might mobilize against an attack. So they have contrived to use the destrachans as a tool instead, by driving those they wish to destroy toward Kuragolomsh.

Despite their ability to cause harm, the destrachans don't usually attack without provocation. Sometimes they kill creatures that come too close to their lair, but these aberrations seem more interested in dealing out misery than death. Whatever destrachans find important must lie somewhere else, because the creatures are often seen leaving the area in what is assumed to be hunting groups of 10 or 20 individuals that do not return for tendays at a time. Such groups never return with treasure, but sometimes they bring fistfuls of gnomes or humans, whom they torture before killing.

Size seems to be the major determiner of destrachan authority, judging from the fact that it is the largest among them who rules Kuragolomsh with a bellowing furor. Patrols that come near Kuragolomsh have named this creature "Ooorooee" after the sound he most often makes. Ooorooee (NE male advanced destrachan of 20 HD) is Huge and appears to have several mates, although destrachan mating rituals are obscure at best. He rules his lair with spite and pettiness that even a cleric of Lolth would appreciate.

The Labyrinth

(Upper and Middle Northdark)

Southwest of the Darklake in the Upper and Middle Northdark lies a vast region known as the Labyrinth. Stretching well over 100 miles north to south and better than 50 miles east to west, the Labyrinth obstructs travel from Skullport and the other Underdark locales in the vicinity of Waterdeep to Gracklstugh, Menzoberranzan, and the rest of the Northdark.

The Labyrinth consists of a relatively small number of once-minor caves that were drastically expanded long ago by the delving of countless tunnels and passages. The entire area is shot through with numerous rifts, so it is not uncommon for a tunnel to dead-end at a massive chasm, then continue on a few hundred feet up or down on the other side. Gigantic staircases wind around some of these chasms, but others - possibly more recent additions - offer no easy detours. Merchants bound for Skullport, Gracklstugh, and other cities make use of a few of the more direct and well marked paths, but anyone straying from the known routes is likely to starve to death, hopelessly lost.

The Labyrinth is, unsurprisingly, renowned as minotaur territory. Fierce bands of these savage warriors would be bad enough, but most minotaur clans are led by baphitaurs - fiendish creatures that combine the worst characteristics of minotaurs and demons. Some time long ago, the minotaurs carved out a mighty realm here, but the savages that now occupy the Labyrinth know nothing of their past.

Exiles and loners of all races find the quieter portions of the Labyrinth a good place to hide. As recently as fifty years ago, the exiled House Jaelre of Menzoberranzan held a small fief in the heart of this area. But the Jaelres are gone now, having forged portals that lead to their new home in the abandoned Elven Court.

Llurth Dreir, the Accursed City

(Middle Great Bhaerynden)

Nearly 10 miles beneath the grasslands of the Shaar and far to the west of the Great Rift lies a cluster of vast, shallow caverns. Carved in eons past by a great subterranean lake fed by a nutrient-rich river that winds its way down from the surface, the caverns' water level has gradually subsided over the millennia, leaving behind a much smaller body of water encircled by huge, sprawling, fertile mud flats.

Llurth Dreir is a dismal and horrible place that lacks the culture and narcissistic confidence of most other drow cities. Centuries ago the Dreiryn offended Lolth in some way, and the Spider Queen turned her back on the city. The ensuing House feuds still rage today, unchecked by any sense of propriety or reverence. The various Houses have turned to other gods, including Vhaeraun, Kiaransalee, and even Eilistraee - but the deity who claimed the loyalty of most Dreiryn was the awful abomination known as Ghaunadaur. When a monstrous avatar of That Which Lurks arose from the depths of Llurthogl, many Houses chose to venerate the manifested god, hoping (mostly in vain) for the power to destroy their foes.

Llurth Dreir was a large and powerful city when Lolth abandoned it. Its three great vaults are still home to almost 60,000 drow and more than 100,000 wretched and miserable slaves. The dark elves pay no attention to their thralls, who must fend for themselves as best they can while their masters remain secure within their black towers. The drow Houses are in the habit of simply mounting raids into the fields of enemy Houses in order to seize food, slaves, and sacrifices to Ghaunadaur, while extending a modicum of protection to any wretches who pay them tribute.

If Llurth Dreir were closer to any rival cities or civilizations of any size, the place would likely have been destroyed hundreds of years ago. However, Llurthogl lies in a relatively remote part of the Underdark, and no hostile realm is close enough to seriously contemplate sacking the city. In truth, Llurth Dreir may no longer be worth the taking. The towers of the dark elves hold some amount of wealth, but beyond their walls the rest of the Accursed City lives in absolute squalor. And no attacking army would care to face That Which Lurks, if it rose to defend its followers

LoobliShar, City of Welcome Darkness

(Middle Darklands)

The citizens of this kuo-toan city have turned away from Blibdoolpoolp to worship Shar. Light is never allowed in this half- submerged town, and visitors must accept that they can see no farther than their darkvision allows. Anyone without darkvision, blindsight, or some compensating sensory organs is not only blind, but also prey.

LoobliShar (small town): Magical; AL LE; 800 gp limit; Assets 74,960 gp; Population 1,974; Isolated (kuo-toa 97%, mind flayer 2%, drow 1%).

Authority Figure: Illiboolop (NE female kuo-toa cleric 15/hierophant 2 of Shar), High Nightmistress of Shar and leading cleric of the city.

Important Characters: Kerl Ooil (CE male kuo-toa rogue 14), spymaster of LoobliShar; Vrushnom (LE mind flayer psion 9/cleric 4 of Shar), a worshiper of Shar who also spies on the city for Oryndoll; Xothed Trizz'Lorllin (CE male drow wizard 11/shadow adept 6), foremost wizard and Shadow Weave user of the city.

Buried about 9 miles beneath the southern end of the Lake of the Long Arm, LoobliShar is a clearinghouse for secrets. Sharran dogma states that the dark is a time to act, not wait. Thus, in their eternal darkness, the kuo-toas of LoobliShar constantly gather secrets, schemes, and plots the way svirfneblin miners gather gemstones.

The city crawls with activity at all times, and splashes reverberate through the darkness as the kuo-toas move secrets around Faerûn, LoobliShar is split into two levels - an upper level that consists of mud-brick buildings on top of terrace-like cliffs rising from great, dark lake, and a lower level that consists of partially submerged caves at the waterline and below, Ladders made from knotted, braided kelp run up the sides of the cliffs, but these are generally used only for going up. The kuo-toas dive into the cold, black water to reach the lower portion of the city.

LoobliShar's secret lies in the existence of many portals to the surface world, most of which were constructed by some long-departed denizens of the cavern before the kuo-toas first settled here. These portals, hidden in the darkest tunnels and passages of the lower city, open only when propitiated with ancient, sinister prayers to Shar. Four of them open into surface waters in various parts of the Sea of Fallen Stars, one into the Moonsea, five along the Sword Coast, two into the Lake of Steam, one into the Shining Sea, and one into the Great Sea near Halruaa. No single resident of LoobliShar knows the location or necessary prayers to open all fourteen.

The kuo-toas traffic with Shar worshipers on the surface, trading secrets by night and passing small, valuable objects or people across the continent in a matter of hours. If bad news travels fast, it is partially because of the kuo-toas' vigilance in service to their goddess. Because of this, LoobliShar has become a haven for spies of several races, including drow, mind flayers, and the occasional human Sharran.

Trade caravans and war parties often stop here because LoobliShar is the best source of potable water for dozens of miles around. The city hosts many guests from the Lowerdark and Middledark, and anyone is welcome to visit the Great Wells and draw as much water as they like. This traffic makes it an easy task for the kuo-toas to collect secrets and pass them to other Sharrans on the surface.

Though they have changed deities, these kuo-toas are no less religious than their cousins who worship the Sea Mother. At the daily ceremonies, which are held in an amphitheater down near the water, the faithful and the curious gather to trade secrets and weave plots for the downfall of good in the world. Shar-worshiping kuo-toa clerics aren't called whips, but they retain the lightning bolt ability of their more orthodox kin.

Looblishar's defense is assured through judicious blackmail. The kuo-toas maintain a small company of guards to keep unthinking menaces such as purple worms, undead, and oozes at bay. Slaves die so quickly here that attempting to maintain a large population of them is counterproductive. The complete absence of light and hope is so crushing that only a being sustained by the worship of the Dark Goddess can survive long here.

Brief History

In 531 DR, a tribe of kuo-toas discovered the power of the Shadow Weave. In pursuits of Shar, they left their city in the Upperdark and followed trickles of water down into strange and rarely traveled places in the southern Darklands, searching for the blackest darkness possible. Guided by Shar's whispers, the kuo-toas discovered a long-abandoned city built around a nexus of portals leading to all corners of Faerûn.

The kuo-toas named their new city LoobliShar, meaning "forsaken for Shar," and proceeded to carve themselves a niche amid the illithids, aboleths, oozes, and other shadow creatures that lived in the vicinity. For 300 years, they battled other creatures constantly in an effort to establish themselves as masters of their new home. Eventually, they amassed enough magical secrets and hidden lore to keep their enemies at arm's length.

Lorosfyr, the Maddening Dark

(Lower Deep Wastes)

Beneath the Tortured Lands east of Anauroch lies the abyss known as Lorosfyr. Winding for nearly 90 miles from east to west and averaging 10 miles in width, this tremendous void is rumored to be almost 40 miles deep in places. Bitterly cold and unnaturally still, Lorosfyr's depths have never been plumbed by even the boldest of adventurers because some unknown madness stalks through its chill space. Whispers of horror gather in the ears of those who walk too long in Lorosfyr's horrible silence.

A well-made road circles the abyss on its western side, winding along a thousand feet below the ceiling. This thoroughfare is wide and sturdy, punctuated at odd intervals by cyclopean staircases that zigzag down into the dark along the walls of the abyss. Some ancient people delved skillfully and boldly here, but no one knows who or what they might have been, and no other signs of their civilization remain.

Although Lorosfyr is linked to the cavern system of the Buried Realms, it actually lies outside the Sharnwall and is not a part of the phaerimms' realm.


(Middle Deep Wastes)

The largest drow city of the Deep Wastes, Maerimydra lies below the Dalelands. In times gone by, its soldiers conquered Shadowdale and established surface outposts in places such as Haptooth Hill. But Maerimydra poses a threat to the surface world no longer (or at least, the character of the threat it poses has changed dramatically). The city was recently destroyed in fighting brought on by Lolth's silence.

A powerful priestess of Kiaransalee named Irae T'sarran seized control of the city's central citadel, while a horde of fire giants and goblinoids under the rule of the half-fiend Kurgoth Hellspawn sacked the rest of the city. Most of Maerimydra's Lolth-worshipers are now either dead or in chains, although a few managed to flee the city and find shelter in various hidden places throughout the Deep Wastes.


(Middle Northdark)

Given the scarcity of resources and the strictness with which they are usually guarded in the Underdark, a place like Mantol-Derith simply has to exist. A little more than 4 miles down and. less than a day's walk from the Darklake, Mantol-Derith is a neutral ground where creatures from all over the Northdark meet to trade. Races that would happily slaughter each other outside the market routinely meet to exchange goods, slaves, and information in the serpentine cavern of Mantol-Derith.

Mantol-Derith occupies a large natural cavern. A vaulted ceiling rises to a height of 40 feet at the center of the chamber, but the cavern winds about for hundreds of yards past this point. Trickles of water stream down into the chamber from above, carving out tiny rills in the cavern floor. Rough-hewn flagstones form walkways through the vault, dodging the pools of collected water and columns of stone. Very little light is needed here because the walls are covered with reflective crystals and semiprecious stones.

Merchants of four main factions are represented here: svirfneblin, duergar, drow, and surface dwellers. Each faction controls an adjoining side-cave that has been hollowed out to serve as a campsite. Groves of giant mushrooms serve as sales booths, storage space, sleeping accommodations, and negotiation rooms. Independent buyers and sellers are discouraged, but anyone who can find the place and has something compelling to trade can worm in and try to cut a deal.

Only certain merchants or guilds of each race know Mantol-Derith's exact location and the passwords that allow them to pass by the guards without incident. These passwords are valuable trade secrets - any merchant who can trade at Mantol-Derith has access to goods that would be otherwise unobtainable, short of invasion.

Three covenants, backed with the simple threat of death, govern behavior in Mantol-Derithah: Theft, disguise of goods, and use of magic or psionics in trade are prohibited. Each of the four trade delegations keeps its own set of enforcers, but all enforcers work together to punish covenant breakers. No employer loyalty is given or expected in such cases.

The main method of trade in Mantol-Derith is barter. Merchants bring massive quantities of whatever their home city produces to trade for other cities' products. Bargaining is a quiet affair that typically involves hours or days of haggling. Negotiation takes place at the seller's booths, usually in a private negotiation room. The haggling process is sharp and mentally exhausting.

The four main dealers at Mantol-Derith are Kassawar Plickenstint, Murkolk Szolt, Harammamyl H'tithet, and Laral Kroul.

Kassawar Plickenstint (LN male svirfneblin cleric 10 of Segojan): Kassawar formerly represented Blingdenstone, but he has become the defacto Silver Marches representative. The deep gnome is morose over the fate of his home city, and he spends long days simply staring at nothing. The expatriate deep gnomes residing in Silverymoon and Mithral Hall produce only a tiny portion of the trade goods that Blingdenstone formerly exported, and there simply is not much for Kassawar to do here.

Murkalk Szalt (LE male duergar fighter 8): Murkolk was promoted last year when his former trade boss, Gradroc Rockhand, was bound by his own enforcers and tossed into the Darklake by Laral's for secretly owning a medallion of thoughts. Murkolk is renowned for his poker face. He sleeps less than 4 hours a night and seems to effortlessly compartmentalize his preferences and emotions.

Harammamyl H'tithet (CE female drow fighter 3/rogue 6): Representing the minor merchant House of H'tithet, Harammamyl is new to her job, having recently assassinated the former representative, Yyssisiryl H'tithet. She carefully conceals her natural drow contempt for everyone around her who isn't a drow, and has discovered that faking a little warmth goes a long way toward making a deal. Harammamyl is in much the same situation as the svirfneblin Kassawar, in that Gracklstugh's war against Menzoberranzan has cut off trade to the City of Spiders, leaving her with little to offer.

Laral Kraul (NE male half-orc fighter 8/rogue 10): Mean and crafty, Laral enjoys his role as the rough-around-the-edges outsider, and he is an aggressive negotiator. Kroul is at least as experienced as any two other traders in Mantol-Derith, and he takes a sizeable cut of every deal he brokers. Where he keeps all the cash, however, is a mystery.

Menzoberranzan, City of Spiders

(Upper Northdark)

MenzoberranzanMenzoberranzan is the archetypal drow city, divided by a number of noble houses and ruled by priestesses of Lolth. Betrayal and assassination are a way of life here, and a cruel and suspicious nature is a sign of good breeding.

Menzoberranzan (metropolis): Magical; AL CE; 100,000 gp limit; Assets 159,495,000 gp; Population 11,439 free; Isolated (drow 98%, human 1%; ore 1%); 20,460 slaves (goblin 17%, grimlock 17%, kobold 15'%, orc 13%, quaggoth 9%, bugbear 7%, human 7%, ogre 4%, svirfneblin 4%, minotaur 3%, troll 2%, gloaming 1%, tiefling 1%).

Authority Figures: Triel Baenre (CE female drow cleric 20 of Lolth), Matron of House Baenre; Mez'Barris Armgo (CE female drow fighter 9/cleric 9 of Lolth), Matron of House Barrison Del'Armgo; Vadalma Tlabbar (CE female drow cleric 9 of Lolth), Matron of House Faen Tlabbar; Zeerith O'Xorlarrin (NE female drow cleric 17 of Lolth), Matron of House Xorlarrin; Miz'ri Mizzrym (CE female drow cleric 13 of Lolth), Matron of House Mizzrym; Byrtyn Fey (CE female drow cleric 12 of Lolth), Matron of House Fey-Branche; Prid'eesoth Tuin, (CE female drow cleric 12 of Lolth), Matron of House Tuin'Tarl. The Ruling Council is normally composed of the leading eight Houses, but House Agrach Dyrr's treachery (see below) has recently left a spot open on the Council.

Important Characters: Gromph Baenre (NE male drow diviner 16/archmage 4), Archmage of Menzoberranzan, currently missing; Jarlaxle (NE male drow fighter 18), leader of the mercenary band Bregan D'Aerthe; Dyrr the Lichdrow (NE male drow lich sorcerer 20/wizard 3/cleric 1 of Velsharoon), the real power behind House Agrach Dyrr and the author of the House's treachery.

Menzoberranzan has the dubious distinction of being one of the few drow cities located in the Upperdark. It lies about 2 miles under the Surbrin Vale, between the Moonwood and the Frost Hills. The city occupies an irregularly shaped cavern more than 2 miles wide at its widest point. The ceiling is 1,000 feet high, and stalactites, stalagmites, and columns litter the cavern. All of them have been worked or shaped, and the continuous effect across the entire cavern can be mesmerizing to the uninitiated. Some of the larger stalagmites have been converted to castles and homes for drow noble Houses. These sparkle with permanent faerie fire effects, creating a soft, multicolored glow that suffuses the cavern.

Slavery is legal and socially favored in Menzoberranzan, and it permeates every district of the city. The variety of slaves is astonishing. It is not legal to enslave other Menzoberranyr drow, but indentured servitude is practiced with gleeful malice.

Visiting Menzoberranzan

The drow of Menzoberranzan are universally hated and feared throughout the Northdark, and they in turn regard their neighbors with condescension and hungry ambition. Their merchant system, however, is the one of the best in the Underdark. Other cities have better markets, and some have more valuables, but in terms of total gold, no other settlement in the Northdark can match the mercantile might of the City of Spiders.

This focus on commercial gain means that Menzoberranzan is open (if not terribly hospitable) to anyone who wants to buy or sell. Non-drow of all races, faiths, and outlooks come here. The city caters to these foreign merchants as much as necessary to get their money, but no further. Anyone who sets foot in the city is fair game for the warring noble Houses, and visitors often become pawns in their schemes for power. Many visitors act as fulcrums for various drow plans without ever knowing how or why. In addition to the parade of Material Plane merchants and buyers, demons and devils regularly enter the Bazaar district with plane shift to buy and sell favors.

The area around Menzoberranzan is thickly laced with faerzress, which makes teleportation difficult at best and lethal at worst. Merchants with lots of cargo must either bring it down from the surface in caravans (a two-week round trip, assuming they aren't waylaid) or bring it in through a nearby portal.

Brief History

Menzoberra the Kinless, a powerful priestess of Lolth, founded the city that bears her name in -3917 DR. At the behest of the Spider Queen, she led seven drow families into the Northdark from the southerly drow holdings of Great Bhaerynden. Without an immediate external enemy, the families fell to attacking and undermining one another, to the greater glory of their goddess. In -3864 DR, only fifty years after the city's founding, a terrible battle between House Nasadra and House S'sril led to the exile of the former (which later founded the city of Ched Nasad) and the rise of House Baenre as the First House of Menzoberranzan.

The city's internal machinations have continued unabated for millennia. Houses that grow weak are destroyed, and new ones rise up to find favor in Lolth's many eyes. Their full history would constitute a nearly endless logbook of treachery, spite, and naked ambition. Within the last century, this pattern has seemingly accelerated; House Do'Urden ascended to Ninth House of Menzoberranzan with meteoric swiftness, destroyed the Fourth House (DeVir) and seemed destined for greatness, only to falter in a series of disasters leading to the destruction of the House. In 1359 DR, House Oblodra, Third House of the city, was destroyed by an apparent manifestation of Lolth's own wrath, and again the ranks of the ruling Houses changed.

Even worse, Menzoberranzan recently tasted its first defeat on the battlefield in centuries uncounted when the dark elves attack on Mithral Hall was thrown back with great loss, and House Baenre lost its Matron Mother. Matron Baenre had governed Menzoberranzan with such cruel subtlety and perfect evil for so long that House Baenre's preeminence had seemed completely insurmountable. When her eldest daughter Triel became the mistress of House Baenre, this situation changed.

Triel Baenre is clever and completely devoted to Lolth, but she lacks the utter confidence, resolve, and strength that her mother possessed. In a gamble to secure her support in the Cduncil and erase the stain of failure attached to House Baenre because of the disaster at Mithral Hall, Triel directed a murderous riposte at the deep gnome city of Blingdenstone in 1371 DR. At her command, hundreds of priestesses and wizards summoned demons and hurled them at the svirfneblin town. Blingdenstone was erased; and Triel won the grudging approval of the other great Houses.

But Menzoberranzan did not enjoy its triumph for long. In the waning months of the Year of Wild Magic, Lolth inexplicably fell silent. Denied their spells, the Spider Queen's priestesses concealed their weakness for as long as they could, but within a few tendays their lack of magic became plain for all to see. As the tendays lengthened into months and Lolth's favor did not return, the enemies of Menzoberranzan began to move against the city. First, the city's enemies hatched a plot to sponsor a slave uprising, which came far closer to succeeding than any drow would have believed possible beforehand. And then, hard on the heels of the uprising, the duergar of Gracklstugh decided to march on the city.

Still powerless, the Matron Mothers elected to dispatch an army to meet the duergar advance, planning to hold the gray dwarves at a difficult pass known as the Pillars of Woe. Yet here, too, the army of Menzoberranzan was defeated. House Agrach Dyrr had been secretly turned by the enemies of the city, and its soldiers abandoned a key position in the face of the duergar advance. Worse yet, the tanarukks of Kaanyr Vhok's Scoured Legion also appeared on the field. The Menzoberranyr found themselves ambushed at the Pillars of Woe, and their army was driven back in disarray.

At present, Menzoberranzan is under siege. The army of Gracklstugh and the half-demons of Kaanyr Vhok invest the city, and Agrach Dyrr holds out within its walls. The enemies of Menzoberranzan have joined forces, and the City of the Spider Queen stands in dire peril.

Important Sites

Despite the recent slave uprising and the defeat of Menzoberranzan's army, the City of Spiders is as yet unbroken by its foes, and the drow continue their affairs as best they can in the face of the threat. A rough overview of the city cavern includes the following.

City Districts

Menzoberranzan contains several distinct districts. Business takes individuals of all kinds to different districts, but hanging around in the wrong district can lead to unfortunate cuts and bruises.

Tier Breche

This academy sits proudly above the floor of the city in a side cavern. All nobleborn drow, and many non-nobles who show exceptional promise, spend many long years studying here before returning to their Houses. Tier Breche consists of three separate schools: Melee-Magthere, the school of combat; Sorcere, the school of wizardry; and Arach-Tinilith, the school of clerical magic. The current mistress of Arach-Tinilith is Quenthel Baenre, and Gromph Baenre, as Archmage, heads Sorcere.


This thick column of stone near the center of the cavern is a major landmark in the city and the only bit of stone that remains in its natural form. The column is a fixture of daily life. To mark the end of an old day and the beginning of a new, the Archmage lights up the stone with creeping fire from bottom to top. This ritual is the closest thing Menzoberranzan citizens have to a clock

Surrounding Area

Menzoberranzan's location places it near several areas of interest, but the two described below are the most famous.

The Dark Dominion

The tunnels in a 5-mile radius around Menzoberranzan are known as the Dark Dominion. Drow patrols wander the area constantly, but nearly any creatures are allowed in, even wandering monsters. The patrols might or might not challenge creatures found in the Dark Dominion, depending on their whim. Patrols are less likely to hassle caravans and much more likely to challenge anyone who even looks like a surface elf.

More than a hundred known tunnels link the Dark Dominion with the surface. The most famous is a long but fairly safe route up to Mithral Hall in the Silver Marches, which goes right past the front door of Blingdenstone. Another, on the western end of the High Forest, is a continual bane for the rangers and treants of that wood.

Dead Dragon Gorge

Because of faerzress, anyone who wants to teleport to the city usually aims for Dead Dragon Gorge, a large, faerzress-free chasm about six days' travel from Menzoberranzan on foot. Numerous tunnels connect this gorge to the Underdark, and a nearby waterfall provides free water for all.

Several portals lead away from this cavern. One two-way keyed portal leads to the Old Monster Shop in Waterdeep, which is overseen by its proprietor, Feldyn Goadolfyn (N male human Rogue 8). Another allows passage to and from a marketplace in Skuld, the capital city of Mulhorand. The Menzoberranyr appear to pay little attention to traffic through the gorge, but in reality, several noble Houses and merchant companies maintain permanent scry sensors there. The drow always know who is coming to visit long before the visitors arrive.

Nuur Throth, the Great Door

(Lower Northdark)

Beneath the Sword Mountains on the western edge of the Northdark lies the vault of Nuur Throth. This place is one of the most powerful earth nodes known to exist. At the heart of this cavern is a twisted, spearlike crag or outcropping of black, dense iron ore that constitutes a Class 6 earth node.

Nour Throth is linked to six similar nodes that extend in a rough line from Icewind Dale down to the Kryptgarden Forest. They are all at a consistent depth of 12 miles and relatively accessible from several Middledark sites, notably the duergar Deepkingdom. These other nodes range in strength from Class 2 to Class 5. A spellcaster using the node door spell can transport to any of these linked earth nodes, even if he has never visited the destination before.

The cavern of Nuur Throth is a strange place. Curtains of wizard fire dance constantly in the upper reaches, and circular groves of sussur trees surround weird, pockmarked stones that cover deep, black wells. Something terrible was once imprisoned here, but no one knows for sure what it might have been - or whether it is even gone.

Oaxaptupa, World Beneath the World

(Upper Old Shanatar)

A great colony of stingers (or tlincallis, as they name themselves) has claimed the ruins of the dwarven kingdom of Xothaerin, and its threat grows stronger every day. The stingers have rebuilt the realm in their own hideous image, but one city is not enough. The stingers are now using this place as a staging ground for aggressive expeditions that venture into the neighboring portions of Old Shanatar, in search of easy prey and sites for new stinger colonies.

Oaxaptupa (large town): Magical; AL NE; 3,000 gp limit; Assets 703,500 gp; Population 1,690; Isolated (stinger 94%, salamander 3%, azer 2%, duergar 1%).

Authority Figures: Tluipacal (NE male stinger cleric 10), Lord Diviner of the Nest.

Important Characters: Huitzolputl (CE male stinger fighter 4/ranger 5), War Chief of Oaxaptupa; Poaxala (NE female stinger rogue 6), leader of the Black Pearl raiding party; Ahxalli (LE female stinger fighter 3/rogue 4), Nest Keeper.

Tlincalli Diviners: cleric 9, cleric 8 (2), sorcerer 8 (2), cleric 7 (2), sorcerer 7, cleric 6 (3), sorcerer 6 (2), cleric 5 (4), sorcerer 5 (2), cleric 4 (6), sorcerer 4 (5), cleric 3 (9), sorcerer 3 (5), cleric 2 (14), sorcerer 2 (4), cleric 1 (31), sorcerer 1 (8). All stinger spellcasters, arcane or divine, are referred to as diviners. These creatures serve as the leaders of a stinger colony.

A little less than 3 miles beneath the Small Teeth in Amn, the hive-city of Oaxaptupa buzzes with activity. When they took over abandoned Xothaerin, the tlincallis discovered that the dwarven structures were too small for their needs and full of unnecessary fripperies such as stairs, so they immediately began to rebuild the structures.

Ease of use is only a secondary consideration in stinger planning. Of primary importance is that the buildings within a community exist in proper relation to one another. Stingers need perfect architectural geometry for their mystical grid systems to maximize divinatory magic. Therefore, entire blocks of buildings were torn down and either moved or reused as building material in other projects.

To accommodate their height in multistory buildings, the stingers simply removed every other floor. In single-story structures, they raised (or sometimes simply removed) the roof. Other necessary modifications included widening doors, turning large, public-use buildings into private dwellings, and converting private dwellings into storage.

The result is a crude shanty-town filled with piles of rubble that were formerly dwarven homes and workshops. Though architecturally insensitive, the stingers easily divined which structures were load-bearing, so despite its ugly appearance, the hive-city is mostly stable. Stingers routinely examine their work with additional divinations to warn them if a building is about to fall.

The tlincallis are a fatalistic folk who place great importance on omens and portents. Because they believe that the hour of their death is preordained, they fight with savagery rarely seen even in the Underdark. Stingers feel that they need only fulfill each day's destiny, one day at a time. As a result, the city's leaders spend a great deal of time in divination.

The stingers do not maintain much in the way of a formal defense. The colony Is organized into thirty or so discrete "clans," which outsiders might refer to as gangs or war parties. About half of these clans are raiders and scouts who spend their time scouring the nearby Underdark for foes and prey. The rest are engaged in the ongoing construction of the stinger city, herding and gathering, supervision of prisoners, or support of the city's Diviner caste.

Stingers have little interest in capturing slaves, since they consider teaching and motivating others to do their bidding to be a bothersome step. However, the Diviners make good use of prisoners by sacrificing them on a regular basis.

Brief History

When Amn opened trade with Maztica, the country's mercenaries and merchants brought back many wonders from the new continent, but they also left a bit of themselves behind. A hive-city of stingers saw the strange visitors from this faraway land, and their leaders, reading the appearance of the Faerûnians as a divinatory sign, began a three-year mass ritual to follow the newcomers back and conquer their lands. The Diviners completed their ritual in 1365 DR and successfully gated more than a thousand stingers into the caves and tunnels beneath Amn. This expeditionary force quickly descended deeper into the Underdark and infested the abandoned dwarf kingdom of Xothaerin, where they established Oaxapupta.

The tlincallis discovered a number of fire elementals and outsiders in the vicinity of Xothaerin and immediately launched a furious assault on the azers, efreeti, and salamanders who lived nearby. The stingers' blithely murderous fighting tactics soon overwhelmed the other denizens of ruined Xothaerin and drove them away from the old dwarven city. Celebrating their victory with hundreds of sacrifices and great divinations, the stingers began chiseling away at the remnants of the dwarven city, remaking it in their own image.

Important Sites

Oaxaptupa is a dangerous place to visit. Outlanders must survive the scrutiny of Tluipacal's clerical divinations, and if the Lord Diviner detects the intent to spy on the tlincallis or report their presence to the wrong ears, the visitors are promptly thrown into the pens for future sacrifice. Tluipacal knows that his people cannot make enemies of everyone in Faerûn, but any visitors must justify why they are more valuable to the tlincallis alive than dead.

Plaza of Visions

In the center of this immense stone plaza is a wondrous fountain. This hot spring once powered water wheels that drove machinery all over the city, but the stingers have gutted this wonder of ancient dwarven engineering. Now a brilliant tile mosaic radiates 100 feet in every direction from the hot spring's spout.

The circle is divided into eleven sections, corresponding to the eleven limbs of a scorpion (two pincers, eight legs, one stinger), the eleven signs of the tlincalli zodiac, the nine major tlincalli gods and two minor ones, each of the gods' avatar animals, and the six virtues and five vices of tlincalli legend. Each representation interacts with the others in increasingly complex patterns, with successive symbols not merely adding to the overall meaning, but changing all previous meanings.

When the spring water bubbles up, the droplets land on different sections of the mosaic. Watching where and when they land is the most public form of divination in the city. Individual stingers spend days staring at the fall of water on the mosaic, drinking only the sulfuric water from the fountain itself and waiting for the interplay of symbols and meanings to surface and tell them their destinies.

Corantllil Workshop

In the former coliseum of Xothaerin, the tlincallis have set up a massive workshop of clerics who make healing potions nearly every day. Corantllil is the stinger deity of unceasing activity. These potions are dispensed to tlincallis for nominal offering, but non-citizens must pay normal prices for them.

Temple of Huoxopica

Almost one in every five stingers is a cleric, or belongs to clans that support the cleric caste. Stingers require great amounts of healing, divination, and plenty of consecrated priests to carry out the multiple daily sacrifices at the Temple of Huoxopica.

Huoxopica and his wife Ixtilli, the two main stinger gods, require constant blood and activity to be sated and entertained. While any productive stinger activity appeases the gods, only blood spilled at the temple goes straight to their throats. Thus, a steady supply of sacrifices is kept in a nearby pen. Visitors who can adequately defend themselves and do not pose a threat to Oaxaptupta are seldom taken as sacrifices, simply because attacking them outside the temple is a waste of blood. If the sacrifice pool is low, however, visitors would be well advised to leave Oaxaptupa quickly.


(Upperdark, Plains of Tun)

Yet another ancient dwarven realm now in ruins, Oghrann was one of the first shield dwarf realms established when the folk of that race began to expand north from Deep Shanatar. Oghrann lies beneath the great vale between the Far Hills and the Stormhorns of Cormyr. Its sign, the emblem of a hunting horn and a six-pointed star, can still be seen in deep caverns throughout the region.

Oghrann is not entirely abandoned. In its westernmost marches, beneath the Far Hills, shield dwarves still hold a series of five great "wells," mighty vaults that harbor large populations of bats and dire bats. The dwarves of this clan are skilled batriders who roam widely through their ancient caverns and halls.

Araulurrin, the central city of old Oghrann, lies beneath the Marsh of Tun. It is held by a family of black dragons descended from Thauglorimorgorus the Black Doom, the famed Purple Dragon of Cormyr. These dragons suffer no intrusions into their domain.

Ooltul, city of Tyrants

(Upper Buried Realms)

Beneath Anauroch thrives a nation of beholders, secretly governed by phaerimm satraps. Most surface dwellers don't live long enough to see the influence of the phaerimm rulers at work, but the three phaerimms known as the Triumvirate hold complete sway over every beholder in the city.

Ooltul (small city): Monstrous (Magical);. AL NE; 15,000 gp limit; Assets 5,475000 gp; Population 444 free; Isolated (beholder 71%, beholder mage 28%, phaerimm 1%); 6,852 slaves (goblin 44%, orc 30%, asabi 14%, ogre 12%).

Authority Figures: Phindounma the Abominable (NE phaerimm sorcerer 20); Scalmarel the Sage (LE phaerimm sorcerer 20); Ygnaroth the Necroseer (CE phaerimm sorcerer 25).

Important Characters: Irixis the Sorcerorb (LE beholder of 20 HD/beholder mage 4), who serves as Scalmarel's assistant and secretly plots to overthrow the phaerimm; Gourshnaxt (CE gouger of 22 HD), assassin and enforcer for the Triumvirate; Zommist (NE beholder of 18 HD), Master of Secrets.

The bell-shaped cavern of Ooltul features hundreds of huge, hollow stalactites that house the living beholder population. These stalactites are studded with glowing gems that give off enough luminescence to dimly light the entire cavern. Zorx, the sand island at the bottom of the cavern, is surrounded by a freshwater "moat" called Sand Lake. Visitors must cross on flat-bottomed ferries pushed by beholders using telekinesis. The ferries run at regular intervals, and a one-way trip costs 1 gp.

Visiting Ooltul

Considering that Ooltul is a city of evil geniuses dominated by monstrously unhuman aberrations, it is reasonably welcoming of outsiders. Though it could not, perhaps, be described as friendly, travelers and traders need not worry about being attacked, eaten, or taken as slave fodder as long as they keep special passes visible and do not provoke any beholders.

A pass is a heavy, rectangular chunk of bronze with runes carved into its surface. One is issued to each visitor upon entry. As long as visitors display their passes openly, they may travel freely on Zorx, but not on or into Zorx-ka. Under city law, any visitor whose pass is lost or stolen may be claimed as a slave by anyone with the power to capture the individual.

Ooltul's chief trade good is information, which has been codified to a form of currency in Ooltul. The phaerimms have devised a complex formula to determine information's worth, which includes the seller's estimate of the information's cost in gold, who the secret involves, how wide-ranging its effects could be if popularly known, whether it involves magic, and most importantly, whether the Triumvirate already knows it. Zommist, the Master of Secrets is the keeper of the formula, and it personally assigns a gold piece value to any information presented to it.

Any beholders that interact with outsiders can barely contain their loathing. Fortunately for all concerned, the dominion of the phaerimm is more powerful than the beholders' hatred, though the latter constantly strain against the command to be accommodating. They do not understand the compulsion to open their city to creatures that are so clearly beneath them, but they obey it with poorly disguised disgust.

Irixis the Sorcerorb, Scalmarel's beholder mage assistant, understands it too well. The beholder mage schemes to overthrow the phaerimm by sponsoring a slave uprising through Kronnak Eyebiter, a recently captured orc chieftain who has not yet had the fight beaten out of him. Certain other beholders also have broken the phaerimm hold and can freely plot against them. The phaerimm are completely aware of Irixis's traitorous nature, but they keep the rebellious beholder nearby to toy with it. They are not aware of Kronnak, who might be a wild card in any sudden slave rebellion.

Brief History

Ooltul used to be the eastern outpost of Xun'Qoroth, a great beholder nation beneath what is now Anauroch. When the phaerimms destroyed the ancient lands of Netheril with their lifedrain spells, they did it from the safety of their underground strongholds. Such spells might have spread to devastate all of Faerûn, but the sharn stopped the phaerimms and imprisoned them behind the Sharn Wall, a magical barrier that prevented them from passing or affecting anything outside it.

The Sharn Wall overlapped most of Xun'Quroth except for Ooltul, so the crafty phaerimms enslaved the beholders of Xun'Qooth. They then used their new thralls to communicate with and pass items to those few phaerimms who remained outside. Among the handful of phaerimms outside the Wall were the three elders who make up the Triumvirate. These mighty sorcerers subverted the beholders of Ooltul in -350 DR and have lived and ruled there ever since.

When return of the City of Shade precipitated the fall of the Sharn Wall, the Triumvirate knew that its purpose must change. Before, it had been the main conduit from the phaerimm locked behind the Sharn Wall to the world outside. Once the Sharn Wall dropped, the Triumvirate acted quickly to retain Ooltul's place as the most accessible of the phaerimm-ruled beholder cities. By opening the city's doors to. Underdark denizens beneath the northern part of Faerûn, Ooltul has grown to rival to Sshamath as a market for magic and a magnet for information traders.

Important Sites

The beholders live in the upper reaches of Ooltul's cavern, where no outlanders are permitted. Their slaves and the markets of the city lie on the cavern's floor.

The Bazaar Of Zorx

Zorx is the sand island at the base of the bell-shaped city. Most of its surface is covered with shanties and lean-tos in which the slaves live.

Along the east edge of Zorx, the beholders sell a mind-boggling array of items in a small bazaar. In addition to standard items such as uncut gems, rare ore, slaves, death tyrants (and accompanying control amulets), water, and Netherese magic, goods as strange as surface produce, silk, and fine art have been found in the bazaar. The beholders do not elaborate on where they find these oddities, and they appear to have no sense of value regarding them because they usually charge wildly inappropriate amounts - either too high or too low.


Zorx-ka is the central pillar running from Zorx to the ceiling of the cavern. This mighty stone column is almost 900 feet in diameter. Its exterior is covered with runes, and its interior is a jumble of tunnels, rooms; and vertical shafts. The members of the Triumvirate live and rule from hidden chambers in the center of the column, and they store their army of death tyrants in the lower portion.

Guest Quarters

Spartan, but dry and well-lit, the unimaginatively named "nonresident quarters" consist of three rows of nine dead-end tunnels, each 20 feet wide, 20 feet high, and 60 feet long, stacked on top of each other. The proprietor, Xenix the Occluded (LE beholder), has been ordered by the Triumvirate to make the nonresident quarters accommodating for visitors, but like all beholders, he deeply loathes non-beholders. Therefore, he chooses the fastest, most violent solution to satisfy a customer's needs and lets his goblin slaves tend to nonresidents as much as possible. Those who complain too much or taunt Xenix about his rude customer service may find their tunnel double-booked with illithid groups, or their important pack animals "accidentally" disintegrated.

Xun'qoroth Portal

The entrance to this portal is located inside the base of Zorx-ka and carefully hidden behind a rock facade. It was built at ground level so that slaves and materials could travel through it easily, but hidden to keep visitors from sneaking through. The two-way portal leads to Xunqaq, the capital city of Xun'Quroth. A regular stream of slaves carrying scrolls, gems, minor Netherese artifacts, and new beholder configurations passes through the portal each night. The portal was more valuable when the Sharn Wall existed, but it's still useful today, and the phaerimms can always use it as an escape hatch in an emergency.

Surrounding Area

Vertical shafts in the tunnels around Ooltul shoot up and down into darkness. Very few of them connect with the surface directly, but many join with other tunnels that lead there. The Buried Realms are a populous area of the Underdark; the beholder cities of Xun'Qoroth lie to the west, while orcs, ogres, goblins, and all manner of other humanoids occupy the mines of Tethyamar to the north and the Stonelands to the south.

The Triumvirate dispatches regular patrols of beholders through all tunnels in a 5-mile radius, with orders to kill any creature that does not claim to have business in Ooltul. This tactic keeps the surrounding areas almost desolate. Free-roaming gougers not under phaerimm control haunt this area in search of beholders to kill.


Consisting of half a dozen beholder cities, each home to several hundred of the eye tyrants, Xun'Qoroth lies beneath the southeast portion of Anauroch. Other cities of the former beholder nation include Aixlintar, Ginsunlix, Qiptaroth, Viksanmaq, and Xunqaq. These cities occupy vaults similar to Oottul's, though none of the others has a moat in the bottom of the cavern.

The puppet ruler of Xun'Quth is a great beholder known as Rilathdool, who lives in Xunqaq. The only real difference between Ooltul and the other cities of Xun'Qoroth is that the phaerimms openly rule Ooltul, but they conceal their dominance elsewhere. Thus, the beholders of Xun'Qoroth believe the Ooltul beholders to be tainted and try to destroy them on sight. The phaerimms allow this fractiousness to continue because the "rivalry" is a nice release for hate-charged beholders, and conveniently timed beholder battles can provide cover for delicate operations.

Oryndoll, City of Loretakers

(Lower Darklands)

Obsessed with hoarding exclusive knowledge, the tendrils of Oryndoll writhe throughout the Underdark and into the surface world. No place is beyond the reach of this mighty and terrible city of mind flayers.

Oryndoll (metropolis): Conventional (Monstrous); AL LE; 100,000 gp limit; Assets 129,470,000 gp; Population 7,344 free (mind flayer 59%, half-illithid 40%, other 1%); 16,550 thralls (lizardfolk 40%, troglodytes 25%, duergar 12%, grimlock 9%, human 7%, quaggoth 5%, drow 2%).

Authority Figure: The Encephalithid (elder brain psion 20), elder brain of the city and leader of the Elder Concord.

Important Characters: Nurr'Korzahg (LE mind flayer wizard 7); Tharcereli (LE mind flayer psion 18), Creedmaster of the Loretakers; Cephalossk (LE mind flayer cleric 18 of Ilsensine), Creedmaster of the Venerators and high priest of Ilsensine.

Defenders: Mind flayers of the Ariser and Tamer creeds are the primary defenders of Oryndoll - not that the city needs many. A typical patrol consists of 1 to -3 mind flayers (often body tamers), 6 to 10 thralls such as lizardfolk or troglodytes, and 2 or 3 half-illithids or intellect devourers trained to identify and disable spellcasters and psionic characters.

Oryndoll squats beneath the Shining Plains about 90 miles northwest of Ormath, at a depth of slightly more than 26 miles. This city is one of the most powerful and fearsome in the Underdark, and its reach extends far beyond its area of immediate influence. Scouts and agents from Oryndoll can be found nearly anywhere in the Underdark.

Oryndoll's illithids are fixated not merely on collecting knowledge, but on having exclusive access to it. Once they collect a significant body of information, they destroy all record of it and kill anyone else who knows it, literally wiping that piece of knowledge from the face of Faerûn. Knowledge of the city's location is also assiduously guarded in the same manner. Though many individuals in the Underdark know the city's location, anyone who spreads the word on the surface court an early and horrible death.

Oryndoll possesses an unusually rich religious culture and is favored among mind flayer cities because an avatar of Ilsensine has appeared here twice - once during the duergar revolt (known as the Thrall Uprising) and again during the Time of Troubles. Both appearances were followed by bursts of ingenuity and change in social order and psionic practices, leading to the current panoply of creeds in the city.

In the event of attack, the mind flayers here are well prepared. Special crystals bearing various defensive spells are scattered in a 20-mile radius around the city, and 2 miles above and below. The elder brain constantly uses telepathy to scan 5 miles in all directions around the city. It knows of every intelligent creature that passes in or through this territory and alerts its Venerator caretakers when seditious or unexpected minds enter its telepathic radius. Third, the many thralls in the city's upper level are battle ready at all times and responsive to their masters every thought. This thrall army can mobilize and coordinate with chilling efficiency, thanks to the efforts of Tamer vigileators.

The thralls of Oryndoll are all held in place by the over-whelming mind control of thousands of illithids. This exceptionally invasive form of slavery is so ingrained in the culture that the mind flayers do not understand how lesser creatures can live productively without them.

Creeds of Oryndoll

Most mind flayer communities are organized into adherents of various creeds. These divisions are roughly equivalent to the guild structures found in other cities around Faerûn but more socially pervasive, encompassing military and religious functions. Most communities have two or three strong creeds that struggle for dominance while Oryndoll has nine that work together quite well. The creeds of Oryndoll are as follows:

Visiting Oryndoll

Visitors are not quite considered common in Oryndoll, but they appear more often here than in other illithid communities where they would be eaten on sight. All visitors are merchants of some sort - usually slave traders. The illithids enjoy trading for new thralls, so they only rarely attack merchants who bring in thralls for purchase. The mind flayers usually have magic items and gems to trade, mostly spoils from creatures they eat while seeking out new information.

Brief History

The oldest illithid community under Faerûn, Oryndoll was founded 12,000 years ago by mind flayers from distant worlds beyond the sky. After arriving on Faerûn, these creatures immediately delved underground and sought to get as deep as they could.

During the Mindstalker Wars with Deep Shanatar 10,000 years ago, the mind flayers of Oryndoll destroyed the dwarven kingdom of Barakuir and enslaved Clan Duergar. Experimenting with their captives in an effort to create the perfect thrall, they endowed the duergar with their psionic tendencies and other abilities, thereby creating the entire duergar subrace of dwarves. Unfortunately, from their point of view, the illithids failed to breed the fight out of the dwarves, and the duergar eventually rose against them about four thousand years before the start of Dalereckoning. These Thrall Uprisings almost destroyed Oryndoll, but the mind flayers managed to defeat the thralls thanks to the appearance of an avatar of Ilsensine. Even so, however, most of the duergar escaped and built their own civilizations elsewhere in the Underdark.

Oryndoll took many long centuries to recover. The mind flayers slowly fell into the habit of using subtler, more indirect operations to achieve their goals. No power in the Darklands could seriously threaten the illithid city, so the mind flayers felt no need to repeat their earlier mistake of carrying off too many thralls from vast new conquests. Instead, the mind flayers settled for spying out the secrets and strengths of their neighbors.

This practice lasted until the Time of Troubles, when an avatar of Ilsensine again appeared and sparked the rise of the Venerator creed to challenge the Loretakers' dominance. The Venerators believe in acting more directly than the Loretakers. Under the guidance of the elder brain, they have led the illithids to take direct action more often in the last decade.

Recently, the alarmingly frequent disappearance of scouts in the caverns of Old Shanatar has come to the Encephalithid's attention. It has calculated that something new and dangerous has occupied the old dwarven realm of Torglot, but it does not yet suspect the truth - an incursion of githyanki.

Important Sites

Oryndoll, like many mind flayer cities, lacks the bristling fortifications of a duergar realm or the dark grandeur of a drow city. Its upper layer consists of a sprawling troglodyte warren, and the only tip-off a casual visitor to that area might receive about its true purpose is the odd mixture of lizardfolk and troglodytes within it. Less obvious are the thralls of other races, which are kept sequestered in the obscure reaches of the area.

Hidden spiral staircases (Search DC 25) wind down 150 feet to the main illithid city below, where most of the mind flayers live and work in ring caverns - ringed tunnels that encircle a central open, hemispherical plaza. In most cases, such a plaza features a shallow basin filled with water or nutritive slime. The illithids often gather around in these caverns for social purposes, although one is dedicated to a thriving slave market. The ring caverns interlock, connecting the various "neighborhoods" of the city together.

Beneath the ring caverns lie the Undervaults, which are accessible by teleportation magic or psionic effects, or through digging. Here the harvested information is stored in pools called Thought Basins that are full of encephalic fluid. The elder brain is located at the center of the Undervaults, an arrangement that limits even the illithids' access to their elder brain. However, the Venerators and Loretakers all have access to the elder brain through magic items, even if they don't have the psionic disciplines necessary to teleport there when desired.

The city of the Loretakers contains several sites of import to mind flayers, but there are understandably few attractions here for the nonillithid.

The Grotto Of Sacred Thoughts

This central cavern in the Undervaults contains the pool that houses the Encephalithid, the elder brain of Oryndoll. The Encephalithid's pool is formed of petrified brains and surrounded by stone sculptures of writhing tentacles. The elder brain is attended constantly by a dozen or more mind flayers of the Venerator creed.


The encephalic fluids in the Thought Basins are psionically imprinted with knowledge taken from the rest of the world. To access this knowledge, seekers must use magical or psionic abilities, such as a detect thoughts spell, or a similar mindreading ability. But unless such a seeker can understand the illithid cataloging system carved into the walls, which is written in the mind flayer script known as qualith, any information so gained is random and not necessarily intelligible. Non-illithids found here are killed immediately and with considerable prejudice.

Thrall Market

This ring cavern plaza has a raised central platform on which slaves are bought and sold. A variety of creatures pass through this area: clerics of Lathander, giants, free duergar, and even a rare githyanki or two. On occasion, non-illithid visitors to the city who blunder into this cavern have been horrified to discover that the mind flayers regard anything too weak to defend itself here as a potential thrall - or meal.

Mental intrusion is commonplace in this room, since the illithids always want to check out the merchandise. Any slaves who exhibit mental defenses are objects of great interest.


(Lower Northdark)

This grimlock community is as much a fortress as a town, and its occupants believe themselves constantly threatened by terrible foes. After destroying their mind flayer captors, the town's founders swore that neither they nor their children would ever be thralls. The residents of Reeshov still fling to their freedom not just with ferocity, but also with a wiliness normally unseen in grimlocks.

Reeshov (small town): Conventional; AL N; 800 gp limit; Assets 73,520 gp; Population 1,838; Mixed (grimlock 79%, quaggoth 15%, lizardfolk 4%, troglodyte 2%).

Authority Figure: Grenel Throatbiter (N male grimlock barbarian 12), chieftain of the town.

Important Characters: Shepsurletts (CN male lizardfolk ranger 7), leader of lizardfolk faction; Zlurpunvt (N delver), friend and ally of the town; Churt Trapsettes (N female grimlock rogue 8), chief trapmaker.

About 12 miles under the Serpent Hills, the grimlock fortress of Reeshov doubles as a town. These grimlocks do not intend to be taken captive by anyone or anything, and they have the illithid heads on pikes to prove it. A culture of paranoia and viciousness toward outsiders characterizes this community.

The town is situated in a spacious, circular cavern only 20 feet high. Water is provided by a river that drops straight down from a hole in the center of the ceiling. A network of aqueducts then carries the water overhead to various storage facilities around the community, and the excess spills over into a shallow communal bath in the center of town. Buildings are constructed out of great stone slabs leaned against each other, or against support posts. Ceilings are rare, but the low cavern provides roof enough.

The tunnels around the town are filled with traps to a distance of 1/4 mile, and bas-relief carvings of grimlocks driving spears into prone illithids mark the edge of the trapped zone. Within the marked area are a staggering number of deadfalls, spike traps, and cave-in traps. Residents who leave the town memorize the zone so that they can return safely, but anyone else who wants to enter must spend hours searching for and disarming traps.

Reeshov doesn't have gates, but it does have narrow, floor-to-ceiling walls that wrap around each other. Anyone who enters must thread through this serpentine "stile." During assaults, the grimlocks cover the stile's floor with oil and set it afire.

The folk of Reeshov see visitors as threats. Residents meet with strangers and traders outside the trapped zone, but only someone who has done a great service to the town is ever invited inside. Mind flayers have attempted to infiltrate the city using dominated thralls, so the residents are wary of anyone they don't know.

New residents are on probation for at least two generations. All the grimlocks and nearly all the quaggoths who live here are trusted citizens with families several generations old, and they intermingle fairly well. The lizardfolk have been part of the city for only two generations, and the troglodytes for only one. These creatures are allowed to live here, but they are still viewed as outlanders who might turn out to be spies or traitors. Even so, the reptilians manage to earn their keep and the grudging respect of the grimlocks. Survival is paramount in lizardfolk society, and some of the most effective (and horrifically pragmatic) survival tactics come from their tribal wisdom. The troglodytes, though evil, use their clerical magic for the whole town's benefit.

The main contribution of the lizardfolk to the town's defense is the concept of an individual's expendability. Preservation of town safety can be assured by abandoning a few members, even if doing so involves betraying or lying to them. In addition, the town's army (most of its fit males and many of the females) is prepared to execute suicide ploys in defense of the city. Reeshovites are comfortable with trading one of their lives for two or more of their enemies' lives. Shepsurletts originally introduced this idea in the interest of preserving more lizardfolk, and so far the plan has worked. Dozens of grimlocks have been sacrificed to various threats without losing a single lizardfolk.

Throatbiter commands the loyalty of the grimlocks and quaggoths, but he must proceed with some care with the reptilian denizens of the town. The chieftain uses promises of wealth, food, or special privileges to keep the leading lizardfolk and troglodyte content. Recently, he has struck an alliance with a delver named Zlurpunvt. In return for occasional help, the Reeshovites feed it any coins and gems they find. The town economy works on barter, but Throatbiter encourages citizens to trade for coins in order to keep Zlurpunvt happy.

Slavery is not merely illegal in Reeshov; it is a capital offense. Anyone who brings slaves here is immediately slain. Newly freed slaves are offered several days worth of water and food and given directions to anyplace they want to go. Irrational or violent freed slaves are killed as a form of mercy.

Brief History

The mind flayer outpost known as Suruptik was a growing threat to other Underdark communities in the Northdark. It had been unobtrusive before, but in 1099 DR, Suruptik greatly expanded its thrall population of quaggoths and grimlocks in a move that many saw as preparation for war.

A war did indeed happen, but it was not the kind the illithids expected. The War of Broken Chains (as the grimlocks call it) was a slave uprising in which the thralls of Suruptik utterly destroyed their masters. In an impressive display of scorched-earth barbarism, they ate every illithid and burned everything that could burn. Then they started over.

The last 270 years have been an almost constant battle for survival for the grimlock survivors and their descendants. Waves of mind flayers, aboleths, derro, and drow have attempted to take Reeshovites as slaves or thralls, but the residents have fought off every attempt. In the past decade, they have even managed to expand their hunting grounds and grow stronger.

The lizardfolk and troglodytes were added to the population of the town nearly fifty years ago, when an assault of mind flayer thralls was repelled after the grimlocks killed the controlling mind flayers. The viciousness of the newly freed lizardfolk and troglodytes in savaging the remains of their captors reminded the grimlocks of their own history.

Important Sites

Since assaults on the town often end up inside Reeshov, the town itself contains plenty of traps to ward off invaders. The residents consider their homes part of the battleground, and living among deadly traps is normal. In addition, spears hang on the walls in every home, and polearms are mounted on the outsides of buildings within easy reach, so that anyone can fight at any time.

Important town sites include the following.

Community Bath

Although the aqueducts carry water to neighborhood pools all around Reeshov, the largest collection of water is the spillover from the aqueducts at the center of town. The community bath is the town's social center. Family caretakers bring children and laundry here on a regular basis. Throatbiter meets with his war council here, and the troglodytes hold their religious ceremonies in a damp cavern below the pool.


A surprising variety of tools and sturdy materials litter this one-room workshop. Among the materials are dozens of springs, several coils of tripwire, and an impressive selection of poisons. Grimlocks and quaggoths work together on trap creation and repair here, and their efforts keep all the traps in and around the city in working order.

Reeshov City Traps

Most of the traps around and within the city are mechanical rather than magical. This predominance of mechanical traps is only partly because the town has few spellcasters. The main reason is that the grimlocks believe magical traps can be dispelled from a distance, but nonmagical traps force enemies to disarm them within range of others. Traps inside the town include the following.

Collapsible Buildings: Roughly 40% of the buildings in the city are rigged to fall in when a heavy stone is moved inside. After taking the initial damage, victims are pinned and might continue to take damage, as outlined in Cave-Ins and Collapses.

Building Collapse: CR 6; mechanical; location trigger; manual reset; Reflex DC 15 half; falling stone (8d6, crush); Search(DC 15); Disable Device (DC 20).

Pits: These spiked pit traps just inside the stiles are normally covered with metal grates. Any time the grimlocks hear a trap in the trapped zone go off, they immediately remove the grates.

Spiked trap (20 ft. deep): CR 2; mechanical; location trigger; no reset; Reflex DC 22 avoid~ 20 ft. deep (2d6, fall), Atk 4-10 melee (1d6 spikes for 1d4+2 points of damage per successful hit); search (DC 13); Disable Device (DC 20).

Poisoned Darts: This vibration-sensitive trap is placed next to a shrieker patch near the ceiling of the tunnel next to the stile. When light or motion triggers the fungus, the vibration from the shrieks triggers the darts, which then fill the tunnel with a rain of poison-tipped spikes:

Poisoned Darts Trap: CR 6; Atk +15 ranged (2d6 plus poison, dart); multiple targets (all within 10 ft.); poison (Fort DC 18 negates, 1d6 De~/1d6 Dex); Search (DC 26); Disable Device (DC 25).

Fungilights: The cavern ceiling is covered with touch-sensitive glowing fungi. When disturbed, the fungi glow brightly for 10 minutes, creating an effect equivalent to that of a daylight spell, then fade away. The grimlocks keep long poles stationed around the city that they can use to sweep over the fungi in case of attack by creatures with light sensitivity.

Rringlor Noroth, the City of Soaring Shadows

(Upper Old Shanatar)

Located beneath the Marchihg Mountains in Calimshan and within the Rift of Dhalnadar, this cloaker community is a city only in the most liberal sense of the word. Still, it's the best-known cloaker community in Faerûn and the largest outside the Lowerdark.

Rringlor Noroth (large town): Monstrous (Magical); AL CE; 0 gp limit; Assets 0 gp; Population 3,921; Isolated (cloaker 99%, cloaker lord 1%).

Authority Figures: The Shadoworb Conclave, a gathering of 12 cloaker lords; the Emissary (CE half-fiend advanced cloaker lord of 20 HD), a shadowy entity that appears to advise or counsel the city's cloaker lords.

Important Characters: Saibh yi Saelmur (CN male human wizard 8/shadow adept 3), a sage who studies the nature of shadowstuff.

Castes: The cloakers of Rringlor Noroth are divided into four major castes: The Rifthunters, who hunt the nearby Underdark for prey; the Shadowstalkers, who hunt on the Plane of Shadow; the Orbmantles, who maintain the city's shadowstuff structure; and the Shadowweavers, who craft items from raw shadowstuff. The Rifthunters, who number about 1,500 individuals, serve as the city's guards.

The cloakers of Rringlor Noroth spend much of their time continuously moaning and flying in great, swooping orbits around a bridge of shadowstone - a rock and shadow substance formed where the Material Plane and the Plane of Shadow exist coterminously. This shadowstone bridge, called the Shadowspan, is roughly 1/4 mile long and 100 feet wide and deep. The hundreds of rooms carved into its length constitute the city of Rringlor Noroth.

The shadow portion of the bridge is maintained by the continual moans that keep it semisolid on the Material Plane. These moans, which can be heard for miles through the Underdark, can be unsettling to those not accustomed to them.

The entrance to the city is a series of cracks and flat passages no more than 4 inches wide within the Shadowspan. Cloakers peel away from the circling mass at random intervals and wedge their bodies into the cracks to crawl into their city. The rooms inside the bridge have hemispherical ceilings and jagged floors full of sharp, uneven protrusions. With one exception (the Shadoworb Sphere), the rooms vary only in size.

Cloakers can summon shadow objects at will within the city. When they obtain an object, they moan at it for varying periods, and then either dispel it or store it on the floor of the room. Sometimes, cloakers just lie on the ceiling and stare at the floor for hours; at other times they leave orbit to hunt and return with food.

A handful of sages have attempted to study cloakers, but none as deeply or with as much determination as Saibh yi Saelmur (CN male human Wizard 8/Shadow Adept 3), a wizard from Calimshan who dreams of immortality as a living shadow creature. Saihh lives in the Rift of Dhalnadar among the cloakers as best as he can. He attempts to plumb their chaotic, alien minds and actually manages to talk with a few of them. Saibh is not insane, but he is immersed so deeply into the cloaker mindset that he cannot easily return and carry on coherent conversations in Common or Undercommon.

The terminology surrounding cloaker castes is Saihh's doing, and even he admits that the word "caste" is an imperfect approximation. Every cloaker spends some time doing all tasks, but certain cloakers appear to specialize. The Rifthunter caste hunts for food on the Material Plane in the tunnels adjacent to the Rift of Dhalnadar and below in the Lake of Radiant Mists. The Shadowstalker caste hunts in the Plane of Shadow shadow creatures to eat. The Orbmantle caste continually orbits the Shadowspan, moaning. The Shadowweaver caste works raw shadowstuff into shapes suitable for use by humanoids outside Rringlor Noroth. Cloakers generally trade for food, but occasionally they accept odd items that they take back to the Plane of Shadow for unknown purposes.

Shadowstuff items usually dissipate within a tenday outside of Rringlor Noroth, but according to Saibh, the cloakers can make items that last longer if they invest proper lengths of time in their manufacture. Objects made of shadowstuff have no weight. A weapon made of Rringlor Noroth's shadowstuff functions as if it had the brilliant energy and ghost touch abilities, except that it creates darkness instead of light in a 20-foot radius.

Saibh also tells of a shadow creature he calls the Emissary, who appears roughly semiannually. The cloaker lords defer to the Emissary, but ordinary cloakers act as though they are unaware of its existence. Saibh guesses that the Emissary is some liaison to the Plane of Shadow, but no cloaker is willing to talk about it.

Brief History

Common wisdom says that cloakers have only been in the Underdark for the past few centuries, yet dwarven histories of the Rift's discovery report that Rringlor Noroth existed as it does now more than 10,000 years ago. This contradiction leads sages to speculate that the city exists apart from time.

Important sites

Rringlor Noroth is not a city that Underdark travelers normally visit. Aside from the simple inhospitality of the city's layout, it doesn't offer any shops, inns, or even recognizable features. On rare occasions, an extremely curious individual observes the inner workings of the city in ethereal form but finds little to report. More often, visitors come to trade with the cloakers for shadowstuff objects and weapons. Getting inside the city is hardly necessary for transactions of this sort, however, and they usually occur outside.

Shadoworb Sphere

The only chamber in Rringlor Noroth that is substantially different from the rest of the city is the Shadoworb Sphere - a perfectly spherical room in the center of the Shadowspan. The twelve ruling cloaker lords gather here at irregular intervals to form a Conclave of Shadows. At such meetings, they form into a shadoworb - a strange blending of their minds and physical forms - to make decisions for the city.

Surrounding Area

The area around the City of Soaring Shadows is often more interesting to adventurers than the city itself.

Rift Of Dhalnadar

This enormous chasm was named for the gold dwarf who first discovered it when the dwarven realm of Deep Shanatar pushed out to this area millennia ago. More than 1/2 mile wide at its widest, the rift is 2 miles deep and 250 miles long. Water cascades down its sider in hundreds of waterfalls, and this flowing water supports all manner of plant and animal life along its path. At the bottom, the water turns to a fine mist, which collects in the Lake of Radiant Mists below.

Hundreds or thousands of tunnels open onto the Rift of Dhalnadar, but only two bridges cross it: the Shadowspan and the Dhalnadar Span, which was built by the Deep Shanatar dwarves. Crossing the Shadowspan can be perilous; sometimes the cloakers attack, sometimes they don't. The bridge is also liable to become immaterial in places without notice.

The Dhalnadar Span, about a mile lower and a dozen miles farther west, is a 50-foot wide span of stone. On the southern end, it opens into a spacious room that dwarves call Brightaxe Hall. This chamber used to be the throne room for Deep Shanatar the great realm composed of all the Shanataran kingdoms, but it is now the lair of Dheubpurcwenpyl, who is also known as Malla l'Iarl Valsharess (CE great wyrm deep dragon). The deep dragon and the cloakers are fierce rivals for prey in the surrounding tunnels, but an assault by either side on the other would provide pyrrhic victory at best, so the dragon and the cloakers continue to live in uneasy truce.

Those who cross the Rift of Dhalnadar on a regular basis prefer using a portal or flying conveyance rather than crossing either bridge.

Lake Of Radiant Mists

This huge, oval-shaped, natural lake lies in the Middledark, directly beneath the Rift of Dhalnadar. It occupies a tremendous vault 300 miles long and 200 miles wide, although the ceiling is generally less than 200 feet above the water, and the lake is rarely more than 150 feet deep. Numerous column form reef-ringed islands throughout the lake, creating mazelike archipelagos that rival any found in the surface world.

The Lake of Radiant Mists gets its name from the blue luminescence of the coral that grows there, which casts a deep blue light onto the mists above. Many small aquatic creatures live in the lake, along with some very large ones. A city of ixzans (a sinister race of intelligent, raylike aquatic creatures) called Malydren claims the lake as its territory, and nothing else here contests the dominance of these creatures.

Rrinnoroth, Dwarven Ghost Town

(Upper Old Shanatar)

This abandoned shield dwarf stronghold is a ghost town. It lies at the top of a long, sloped passage leading down to Drakkalor, one of the old cities of Deep Shanatar. Every item of value has been stripped out of the city by its sole occupant, Charvekannathor the Scarlet, an ancient red dragon. Multiple layers of wards surround Charvekannathor's spacious city-lair, and even more protect his personal vault, where all the purloined treasure now rests. Some of these wards are explosive and damaging, but most are confusing teleport traps or fear effects. The city itself is eerily devoid of life.

Charvekannathor wants no one near his hoard. Rather than draw attention to it by hunting in nearby tunnels, the dragon hunts on the surface more than 100 miles away, traveling a circuitous route through the Underdark to get there. Anyone attempting to follow him back to his lair must pass by settlements of trolls, giants, and sinisters, as well as through caverns known to be populated by very large thoqquas.

The Sharnlands

(Lower Northdark)

About 16 miles below the Lower Delimbiyr Vale lie the bizarre deeps known as the Sharnlands. These sprawling caverns run for miles through the deepest part of the Northdark. Entire caves made of crystals are common in the area, and such a place resembles nothing so much as the interior of a massive geode. The region is haunted by more sharn than can be seen anywhere else within or under Faerûn, although even here the sharn are rare and retiring creatures. Adventurers exploring the depths are rarely molested by the sharn, but other, less hospitable things also lurk in this strange world.

Many of the crystalline caverns here actually house earth nodes (usually Class 2 to Class 4).

Sloopdilmonpolop, City of Pools

(Middle Old Shanatar)

A holy city for kuo-toas throughout the Underdark, Sboopdilmonpolop is the center of religious life for worshipers of the goddess Blipdoolpoolp. The city's pools are fed by fresh (though sometimes brackish) water from two sources. Lit by luminescent coral and fish, the ceilings reflect an eerie, watery light.

Sloopdilmonpolop (small city): Monstrous (Magical); AL CN; 25,000 gp limit; Assets 13,596,250 gp; Population 8,339 free; Isolated (kuo-toa 92%, drow 5%, duergar 2%, slyth 1%); 2,538 slaves (troglodyte 69%, kuo-toa 29%, goblin 2%).

Authority Figures: Priest-King Va-Pool-gol Dagagoorg (CE male kuo-toa rogue 5/cleric 13 of Blipdoolpoolp); Cephalopolop (NE female kraken wizard 14).

Important Characters: Oorg-Pool-goop Viboolkugoorg (NE male kuo-toa rogue 6/cleric 9 of Blipdoolpoolp), Priest-Duke of trade; Oorg-Pool-goop Gibupgagool (CN male kuo-toa rogue 7/cleric 9 of Blipdoolpoolp), Priest-Duke of war; Kurplarhagoon (LE male kuo-toa monk 13), Chief Monitor; Villezzenet Magry'T-zornyl (NE female drow rogue 5/sorcerer 6), drow trademaster. Located nearly 8 miles down from Firedrake Bay, just off the coast of Tethyr, Sloopdilmonpolop is the greatest kuo-toa city in the Underdark. Kuo-toa pilgrims travel here from many different parts of Faerûn to worship the Sea Mother, Blipdoolpoolp, at her shrine in the center of the city. Sloopdilmonpolop lies at a propitious crossroads of tunnels in the Middledark, where many trade caravans travel.

The city feels empty. Though well tended, it has obviously seen days of higher occupancy. During periods of inactivity, the sound of lapping water echoes conspicuously. Perhaps for this reason, visitors are allowed to wander freely in the outer ring, practically ignored by the kuo-toan residents. Monitor guards allow only kuo-toas to move any deeper into the city, where the active temples host daily worship services.

Sloopdilmonpolop's wealth of water and the complete inattention of the kuo-toas to protecting that resource attract travelers and merchants of all sorts. Five different trading companies maintain semipermanent holdings within or near the city, and their presence considerably increases the amount of available wealth. Drow control the majority of the trade here under the shrewd eye of Villezzenet, but duergar trading companies also make regular visits here.

Priest-King Dagagoorg is lucid but wildly insane. He spends much of his time discussing matters of import with the voices in his head and occasionally issues incomprehensible orders to his underlings. His malady is the result of contact with the Waters here, which have a mentally destabilizing effect on certain kuo-toas. (This effect is usually seen as a touch of divinity.) It is made worse, however, by Cephalopolop, a kraken who lives in a deep, broad pool beneath the city. The kraken communicates with the Priest-King telepathically, adding to the voices he already hears in his head. Sometimes the kraken even speaks as Blipdoolpoolp. As far as Cephalopolop is concerned, Dagogoorg is the perfect patsy to use in getting its way, since he can issue commands with impunity that otherwise seem unfathomably insane.

A standing army of respectable size protects the city from any unreasoning threats and prevents active hostility in the outer ring of the city. Most intelligent residents of the Middledark appreciate the value of Sloopdilmonpolop as a neutral zone, so they do not harass the kuo-toas. The few who don't respect the city's sovereignty (notably the Oaxaptupan stingers) quickly discover that the kuo-toas of Sloopdilmonpolop have not forgotten their martial traditions.

Slavery is commonplace in the city, and the kuo-toas here have no problems enslaving their own kind for debt or punishment. Troglodytes are the current slaves of choice, following a successful raid a few years ago led by Oorg-Pool-goop Gibupgagool himself.

Brief History

More than four thousand years ago, the kuo-toa prophet Sloopdilmonpol founded the city that bears his name as a center of worship to his beloved goddess. A noble line of priest-kings (many of them quite mad) followed him, building a kingdom of kuo-toas that flourished in the caves for miles around the central temple. Numerous other kuo-toa cities and towns sprang up in other locations, but their residents still returned to the City of Pools every few years to pay homage to the goddess.

Eventually, the kuo-toas became powerful enough to attract the attention of the dwarves of Deep Shanatar, which lay above them. The dwarves of Xothaerin and Sondarr eventually repelled the kuo-toan incursions into their territory, depleting the kuo-toan army and forcing it back to Sloopdilmonpolop. The city's population has never returned to the numbers it attained during this era, but its religious significance has never faltered.

Important Sites

The City of Pools is a series of hewn caverns in three rings that are worked to look natural on the walls and ceilings. Each ring has a large, square pool of water in the center, surrounded by a flat stone floor. A temple in the shape of a ziggurat rises from the center of each pool. Each pool is connected to the others by underwater tunnels.

Sea Mother Temple

No one except a kuo-toa is allowed to even look upon the central temple to Blipdoolpoolp. This enormous structure was carved wholly from the surrounding stone, and the structure is crowned by a 40-foot-tall statue of the Sea Mother. The floor around the pool is stair-stepped like an amphitheater so that it can seat several thousand kuo-toas in addition to any who swim in the pool itself. Priests, hold religious ceremonies here around the clock. Several hundred kuo-toas are engaged in worship at any given time.

Inside the temple, the Priest-King lives and conducts his private meditations and prayers to the goddess. Within this temple are the treasures of the city - shells embellished with carvings and scrimshaw work so delicate and detailed that elven eyes blur when examining them.

The Spider's Net

This tavern caters to drow but contemptuously tolerates anyone else with money. Seafood fished from the nearby pool and prepared with lots of spices and thick drow wines constitute the menu. The proprietor, Veskran Magry'Tzornyl (NE male drow Fighter 3/Rogue 3) is the nephew of the drow trademaster, and he lets that relationship color his vision of his importance in the city.

Surface elves visiting the place can get service here, but the drow patrons do everything in their power to make them attack, so that they can "defend themselves."

Sshamath, City of Dark Weavings

(Middledark, beneath the Far Hills)

Sshamath is a drow city ruled by wizards; the clerics of Lolth play only a minor role here. In stark contrast to many other Underdark cities, especially those controlled by drow, religion is marginalized and even disdained in Sshamath. The Art is king here, and the wizards feel justified in their exclusivity. The quest for personal power made this city what it is and continues to drive it. This pride and the superior attitude it engenders make Sshamath suspect among other drow communities, but its power makes it impossible to dismiss. Sshamath is also home to one of Faerûn's most complete magic item markets.

Sshamath lies in the region known as the Gauth Grottoes, about 30 miles south of Darkhold and 7 miles down from it. The grottoes lie close to the Buried Realms, the Darklands, and the Northdark but are not directly connected to any of those domains.

Sahamath (metropolis): Magical; AL NE; 100,000 gp limit; Assets 127,160,000 gp; Population 12,047 free; Isolated (drow 98%, human 1%, deep Imaskari 1%); 13,385 slaves (goblin 39%, grimlock 19%, orc 12%; ogre 10%, minotaur 9%, human 6%, outsider 5%).

Authority Figures: The Conclave of Sshamath governs the city. This group consists of Masoj Dhuunyl (LE male drow abjurer 18); Urlryn Khalazza (NE male drow conjurer 19); Seldszar Elpragh (CN male drow diviner 18); Malaggar Xarann (CE male drow enchanter 20); Felyndiira T'orgh (CE female drow illusionist 17); Krondorl Waeglossz (NE male drow evoker L9); Tsabrak of the Blood (CE male drow vampire necromancer 18); Shurdriira Helviiryn (CN female drow transmuter 17); Guldor Zau'viir (NE male drow wizard 20/archmage 2), the Master of Mages; Antatlab of the Shaking Stones (LE male drow wizard 13/elemental savant 7).

Important Characters: Nurissa Vyllshan (NE female drow illusionist 8/shadow adept 6), leading proponent of the School of the Shadow Weave; Nym Mlezziir (CE male drow fighter 6/wizard 7), Battlemaster of the Eastern Marches and therefore commander of the city's patrols in the Gauth Grottoes and the ruins of Oghrann.

Defenders: Each school of wizardry represented in the Conclave maintains its own standing army of drow warriors, ranging from 100 to 800 fighters, fighter/wizards, and wizards. Most of the soldiers range from 1st to 5th level.

Sshamath is ruled by a Conclave made up of one representative from each college of arcane specialization and one that represents wizards who do not specialize (also known as mages) and those who study stranger paths of magic (such as deep diviners, elemental savants, and the like).

Recently, a college of shadow adepts petitioned for inclusion in the Conclave, but each new addition to the Conclave weakens the other members' power, so all are loath to allow it on principle. Worse still, some shadow adepts revere Shar, and most Conclave members find their displays of religious faith in poor taste. However, the arcane power wielded by the shadow adepts is undeniable, and some among the Conclave would rather have the Shadow Weave wizards in sight than hidden from view.

Sshamath lacks the noble Houses of most other drow cities, but the arcane colleges fill much the same role. Each college has assumed certain privileges and duties within the city, and this arrangement has produced a tangled web of responsibility that can be difficult to unravel. For example, the College of Abjuration is charged with the immediate defense of the city, so it maintains the city guard and provides soldiers to garrison Sshamath's gates. The College of Evocation is charged with scattering threats outside the city walls, so it maintains soldiers that patrol the surrounding tunnels. The College of Enchantment is in charge of the slave markets and overseers, so it sponsors guard detachments who scour Sshamath inside and out for signs of slave unrest or escapes.

No nearby enemies pose a threat to Sshamath, so defense is only a minor concern to the Conclave. Consequently, the city's standing army is small compared with those of other communities of similar size in the Middledark. Each college dedicates certain members to defense, and each considers it a matter of pride to top the other colleges in defensive measures. The layers of arcane defenses in the rock around the city make Sshamath nearly impregnable. The most formidable of them consist of epic spells that harden the stone, lock down the city in a continual dimensional anchor, redirect teleport spells cast by strangers, and cause paralyzing pain to anyone within a 1-mile radius who seriously thinks about attacking the city or its citizens.

Slavery is widespread in Sshamath, but residents may hold slaves only from those races that the drow consider too "primitive" to practice wizardry, such as chitines, goblins, grimlocks, minotaurs, and ogres. Members of these races who can use arcane magic are seen as anomalies or trick ponies rather than indications of wizardly ability for the race.

Golems, shield guardians, elementals, summoned creatures, animated objects, undead, and homunculi are quite common here. The leading wizards of each college usually have several of each in their service.

Surface elves, humans, and deep Imaskari are not only never kept as slaves by citizens of Sshamath, but any individual from one of these races who displays wizardly knowledge is considered free, regardless of who comes looking for her. Since only drow can be citizens of Sshamath, this policy has created a small, second-class ghetto of human and deep Imaskari residents who are free but not citizens. The Conclave does not allow this segment of society to get large, but it silently recognizes the value of these non-citizens as scapegoats or sacrificial lambs.

Bards, sorcerers, and the practitioners of divine magic are second-class citizens in the City of Dark Weavings. The dark elves of Sshamath view power that occurs naturally or because of service to another creature as inferior to power won through personal achievement.

The near-complete absence of faerzress around the city makes Sshamath an easy destination for teleport spells. Teleporting into the city's cavern is normally punishable by confiscation of magic items, though certain important people are permitted to teleport there without penalty. Most travelers, however, choose to arrive in the entrance cavern above the city and descend through the main entrance around the pillar known as Z'orr'bauth.

Brief History

The traditional Lolth-worshiping drow of House Sshamath founded the city that bears their name in -4973 DR. For two thousand years, the city existed as a typical House-dominated example of drow society. Then a timely conjunction of events predicated a radical shift. First, the faerzress around the city disappeared, severely weakening Sshamath's defenses. Second, a generation that included a great number of wizards and relatively few clerics grew into power. These two events led to a quick, bloody civil war that left all the matriarchs dead and the House wizards in control.

Over time, the wizards' influence on society ushered schools of magic into prominence and the House system into irrelevance. Sshamath's Houses still exist today, but a drow's House is no more meaningful than his tailor - perhaps noteworthy, but essentially unimportant.

Predictably, the silence of Lolth has had no significant effect on this city. A handful of wizards from other cities left their Houses and fled to Sshamath when they discovered their matron mothers had no power to stop them. These wizards have been welcomed into Sshamath but shunted into minor roles in the various schools. It's assumed that some number of them are spies or assassins, so they are watched carefully.

Important Sites

The great cavern that contains Sshamath has been compared to the inside of a pumpkin. Thousands of columns around the city hang like strings, lit faintly with faerie fire. Bridges connect the columns at different heights, creating a tangle of vertical and horizontal stonework across the cavern.


This stone pillar, nearly 2,000 feet in diameter, dominates the center of the city. A long, spiral ramp winds down around it, leading from the city's entrance cavern in the ceiling all the way down to the floor. Hundreds of stone bridges stream away from the ramp to connect with nearby columns.

Dark Weavings Bazaar

This market on the cavern floor is similar to a surface bazaar, with hundreds of different tents selling a theoretically infinite variety of items. A few of the more prosperous traders house their shops in hollow stalagmites.

Nearly anything a wizard could want is here. If it isn't, one or two high-end shops specialize in locating any given object. For an enormous fee, the locators can also send someone out to get it. They sometimes like to hire non-drow adventuring parties for such missions.

The Darkfire Pillars

Along the southern edge of Sshamath sprawls a region of stalagmites and caves named for the pillars of ever-burning darkfire that billow from its stalagmite chimneys. This area serves as home to the city's greatest smiths. In the same way that the schools of magic segregate the city's wizards, the craft guilds organize its non-wizards. These guilds are not under the direct oversight of the colleges, and each deals with several colleges that are directly concerned with their crafts. For example, the swordsmiths and armorers who comprise the Darkfire Guild work closely with the Colleges of Abjuration and Transmutation.

Sphur Upra

(Middle Earthroot)

A city straddling the Material Plane and the Plane of Shadow, the gloaming city of Sphur Upra is the largest convocation of gloamings in Faerûn. Its area is riddled with portals that connect the Shadow and the Material Planes.

Sphur Upra (large city): Nonstandard; AL N; 40,000 gp limit; Assets 40,500,000 gp; Population 18,906 free; Mixed (gloaming 85%, cloaker 15%); 1,350 slaves (grimlock 69%, goblin 25%, kobold 6%).

Authority Figures: Inpri Day Xenogy (CN female gloaming bard 13); Harpharp (CG male gloaming bard 14); Featherwright Mlowen (NG male gloaming ranger 11); Juxxel the Shallow (CN male gloaming rogue 9/shadowdancer 5); Dar-Gar-Uus Omn (CG female gloaming sorcerer 16).

Important Characters: Whisperwretch (NE cloaker of 10 HD), cloaker liaison; Lurufr Groan (N male gloaming fighter 16), Captain of the Shields; Toom VariVul (CG female gloaming cleric 7 of Shaundakul), High Priest of the city; Apial Aspa (CN male gloaming wizard 14), noted inventor.

Company of Shields: Sphur Upra's army consists of about 900 gloaming warriors, fighters, and rogues, backed up by numerous spellcasters.

Sphur Upra's Material District exists about 10 miles south of the Mountains of Copper, between Murghôm and Mulhorand, and 9 miles below the surface. Its Shadow District exists on the Plane of Shadow in a roughly concurrent spot.

The city is a model of well-oiled chaos somewhat reminiscent of an adventuring company, but with nearly 19,000 members. It seems that every gloaming in town is an independent problem solver, and most have at least some ranks in an artistic Craft skill such as sculpting or weaving. Almost every individual has a plan to do something more than work and live, and they can be found working on those plans at all hours.

Sphur Upra's government is a rotating oligarchy of the powerful and adventurous called the Family Oligarchy. Its members are drawn from its five founding families. Every five years, all comers undertake a quest to recover a powerful item. The ones who return within a year's time lay their items before a panel of judges, who determine which of the items recovered are the most powerful. The owners of these items are then given seats on the oligarchy for the next term.

Though somewhat chaotic, the gloamings aren't stupid. Many positions within the city are held permanently by qualified individuals, rather than being doled out through a bizarre magic item meritocracy. Defense is handled by the alert, competent Lurufr Groan. The religious life, such as it is, is overseen by Toom Van Vul, who holds ecumenical worship services for all gods, even evil or distasteful ones. She takes special requests but draws the line at the sacrifice of intelligent creatures.

The buildings in the Material District of the city are carved from stone in odd, sometimes physically improbable shapes. Members of the Carvers Guild shape the stone here to resemble objects they have seen while wandering or heard about from other gloamings who have traveled widely. Thus, a building could resemble a mushroom, a sea anemone, a gigantic roper, or even a windmill. The entire cavern looks more like an enormous sculpture garden than a city. The lack of color, dim lighting, and subtle misremembrances of the subject matter give the entire thing a morose and somewhat abstract cast. In the Shadow District, the buildings are more prosaic post-and-lintel structures made from shadowstuff. Though hazy and sometimes insubstantial, these structures are sturdy enough for the Shadow Plane. A 3-foot thick, 30-foot high wall surrounds the city on the Shadow side. This barrier was built partially from rock prized for its durability, which was imported from the Material Plane.

Though threats from the Underdark sometimes plague the city, much of Sphur Upra's martial attentions are directed toward protecting the Shadow District. Marauding nightshades besiege that section at random intervals, and these monstrosities are worse than anything that has appeared yet out of the Underdark.

Thus, the Material District often looks woefully unguarded, and sometimes it is. Static defenses in the Material Plane consist mainly of small, well-hidden redoubts in surrounding tunnels. Anytime an attacking force appears, such as a band of illithid thralls or raiding grimlocks, the gloamings disappear through the portals to Shadow, leaving their empty buildings behind.

Cloakers in the city live mainly on the Plane of Shadow, but they hunt for food on the Material Plane, feeding on grimlocks and goblins in the surrounding tunnels. These latter creatures have no idea where the cloakers live; most simply assume that they're supernatural creatures capable of melting into the shadows.

Wanderers from outside the city are welcome to enter and stroll among the buildings. Gloaming residents are happy to talk to outlanders, and many try to involve visitors in their personal projects without invitation, asking them to hold things, or to do favors immediately after introductions are made. This custom can be either whimsical or sinister, depending on who does the asking.

Recently, wizards within the city led by the magical inventor Apsal Aspa have been experimenting with expanding Sphur Upra to include even more planes. Lurufr thinks this practice opens the city up on too many fronts - after all, not all planes are as easy to police as the Material. The opinions of the Family Oligarchy are mixed. Juxxel and Dar-Gar-Uus are strongly behind the project, while Inpri and Featherwright agree with the Captain. Harpharp, the swing vote, frequently has difficulty making decisions because he sees both sides of the issue. As usual, the bard is now receiving pressure from both sides and has no idea which option to choose.

Brief History

Sphur Upra began as a gloaming community in -2954 DR when five gloaming families on the Plane of Shadow banded together for mutual defense. As the families grew and were joined by other relatively peaceful Shadow denizens, the city developed into a larger concern. Gloamings are wildly chaotic in nature, so the families did not attempt to restrict the city with rules beyond those necessary for common defense.

The city expanded onto the Material Plane in 534 DR when an adventuring party from Faerûn traveled into Sphur Upra on a diplomatic mission to open a portal from Mulhorand to the city. The Family Oligarchy at the time decided against the request but was intrigued enough with the idea to experiment with opening portals that were less politically perilous. In the last couple hundred years, the gloamings have filtered slowly into the Material Plane, bringing back stories of the strange new world found there to their Shadow brethren.

Important Sites

Nearly every spot in the city can be of interest to Material visitors. Immediately important places include the following.

The Shields' Post

This 30-foot-diameter stone building carved in the shape of a helmet serves as the main guardhouse in the Material District of the city. Visitors wishing to enter the Shadow District must register here and declare their business. The guards see very little activity, so they ask numerous, sometimes uncomfortably personal questions in the line of duty.

Market District

In the Shadow District of the city, the market sells Shadow goods from all around the Shadow Plane and pays premium prices for good-quality Material merchandise. Material visitors are typically swamped with offers to buy everything they own at anywhere from one-and-a-half to two times its normal market price.

Adventurers' Guild House

Located in the Shadow District, this inn caters to Material Plane visitors, who are welcomed with back slaps and free ale. The gloamings here want to hear adventuring stories of the Material Plane, but they also want to tell their adventuring stories of the Shadow Plane and embroil their guests in their next great plans.

House Of The Oligarchs

This imposing structure in the Shadow District is the meeting hall of the Family Oligarchy. Five ornate chairs are set in a star pattern around a 20-foot-diameter table, and other seats are brought in for visitors when the oligarchs wish to consult with other folk. Because of the building's large scale, shouting is not considered rude here, even by the servants. The din can get quite loud.


(Upper Buried Realms)

The legendary Mines of Tethyamar lie beneath the Desertsmouth Mountains, close to the northern Dalelands. Once a powerful dwarven realm, Tethyamar was overrun a hundred years ago by a horde of ores, ogres, and demons. A few of Tethyamar's original dwarven population wander the Moonsea and the Dalelands with their families, dreaming of the day when they can drive the invaders out of their old home.

Tethyamar is now held by a fractious collection of orc tribes, giants, ogres, fomorians, and powerful fiends. No single power has arisen that is capable of welding these monsters into the frightful horde that destroyed the dwarven kingdom a century ago. Thus, quarrels over the best loot and the prime lairs are constant, and true progress is improbable.


(Middle Great Bhaerynden)

Beneath the Gnollwatch Mountains lurks the drow city of T'lindhet. Unlike most other drow cities, this one has extensive holdings in the surface world - specifically the country of Dambrath in the Shining South. Six centuries ago, the drow conquered Dambrath, and the great Houses of T'lindhet eagerly carved it up among them and enjoyed the spoils of their victory. Over time, however the dark elves slowly abandoned their surface holdings to the rule of minor relations and seneschals, content to govern as absentee landlords.

Though the dark elves rarely visit their surface holdings now, their earlier interest in the area produced a number of half-elves of drow descent. Most of the great estates and fiefs of Dambrath are governed by such half-drow (and the occasional full-blooded drow), who are nominally loyal to one of the great Houses of T'lindhet. As long as these half-drow overlords make some show of fealty to their parent Houses (usually by sending gold, slaves, and surface world goods periodically) they are free to scheme and plot against each other, as their forebears still do.

Throrgar, the Shrieking Abyss

(Lowerdark of Chionthar)

Beneath the vale of the Chionthar River, between the Northdark and the northern marches of Old Shanatar, lies a tremendous abyss known as Throrgar. This yawning chasm is about 50 miles across, although mighty buttresses rise up out of its fathomless darkness at odd intervals to meet its ceiling. Several foolhardy individuals have descended into Throrgar, and those who have returned report that the small portion of its bottom they explored lies about 15 miles below its ceiling.

Throrgar is a place of fierce, never ending winds so powerful that strong human warriors standing near its edge have been plucked off and hurled screaming into the horrible gloom of the chasm. The air rushing past wind-scoured stone results in terrible high-pitched piping, deep groans, and nerve-shattering wails that seem almost purposeful. The wind in Throrgar is never below strong in intensity, and it often reaches hurricane force.

The depths of Throrgar are riddled with planar connections to Cocytus, the second layer of Pandemonium. In the heart of the abyss, great castles that house slaadi, demons, and strange elder things are carved into the mountain-sized columns.

Tomb Tapper Tomb

(Lower Buried Realms)

Legends tell of a huge vault at the bottom of the Lowerdark beneath Anauroch, where tomb tappers deposit the of magic items that they take from other parts of Faerûn. Whether or not this place is the legendary tomb of all magic, it certainly holds an enormous number of magic items - So many that any adventurers who managed to breach its defenses would have to choose which items to leave behind, even after filling up their portable holes and bags of holding.

Many bold adventurers who have set off in search of this legendary hoard have failed miserably in their quest because, unbeknownst to them, the Tomb does not actually exist within Faerûn. It is a demiplane created by the ancient Netherese arcanists who created the thaaluds long ago. The Tomb demiplane possesses the following traits.

Once every 1d10 days, the planar portal that leads to the Tomb shifts to another site 2d6 miles away from its previous location, though it is always located deep in the earth beneath Anauroch. Tomb tappers can sense the location of the portal without difficulty and find it easily. The portal always opens into a tunnel, passage, or cavern of some sort, but sometimes the Faerûn side may be nothing more than an empty space in the earth, completely isolated from any nearby cave systems.

The portal appears as a great gate sealed by a rune-carved door of stone. It is keyed to open only for tomb tappers or for the bearer of a very rare and specific key - a short rod of adamantine inscribed with dire runes. Very few people know about the Tomb's portal or its key, and no one knows who (if anyone) possesses the adamantine key. (At the DM's discretion, it might be possible to manufacture a duplicate key with appropriate special research and effort.)

The interior of the Tomb is suffused with a gray, dim light. A dozen or more weird, floating castles drift about in slow, complex orbits, each ringed by thousands of drifting boulders. The tomb tappers move about in the cavern by using their natural stone shape ability to arrange the drifting boulders into temporary bridges, since thaalud magic seems to be enhanced in this space. Any living creature without wings quickly discovers that the plane's impeded magic makes it difficult to even reach a castle.

The loot of Faerûn's tomb tappers is sealed into vaults in these structures. Each is guarded by a dozen or more tomb tappers, plus ancient spelltraps, undead, and other constructs. Living intruders are attacked immediately, and the tomb tappers often send out to nearby castles for reinforcements. The most dangerous denizen of the Tomb is an ancient demilich known only as the Keeper of Thaal (NE male human demilich Wizard 31). The Keeper is attended by a coterie of undead (including liches and ghosts) that it created from the rare adventurers who found their way into the demiplane. This creature seems to be the ultimate master of the tomb tappers, and the constructs all defer to its commands.

Traaskl Thorog

(Middle Darklands)

This area, an expansive warren of caves loosely controlled by an unknown number of troglodytes, lies between 3 and 6 miles beneath Chessenta. Its leader, Drukkul (CE male troglodyte Barbarian 7/Cleric 2 of Laogzed), doesn't seem interested in consolidating the troglodytes into a single tribe, or even a consistent gang. In fact, he barely rates above animal intelligence himself, though he's exceptionally strong, fast, and ruthless.

When he decides he wants something, Drukkul simply rounds up as many troglodytes as he can find and raids the surface. They raid over a wide area, from the Akanamere to the River Adder, rarely returning to the same place more than once a year. They have no plan for their raids, but they generally don't seem interested in valuables. Instead, they usually carry off steel items, foodstuffs, and humans for the larder.

The troglodytes know very fast routes to the surface through small crawlspaces and tall, precarious chimneys. Since they live in the Middledark, no one from the surface has had the skill or courage to track them all the way back to their homes. Even if some intrepid adventuring party did follow them this far, the troglodytes are spread out over such a large area that finding all of them would require weeks of work and provide very little in the way of reward.

Undrek'Thoz, the Segmented City

(Middle Earthroot)

UndrekthozThis metropolis is actually a collection of ten drow cities (known as segments) spread across the Middledark beneath Thay and connected to each other by portals. The Matrons' power in the city is checked by an order of drow monks who act as servants of their respective Houses but also pay allegiance to their own order.

Undrek'Thoz (metropolis): Magical; AL CE; 100,000 gp limit; Assets 302,015,000 gp; Population 20,748 free; Isolated (drow 94%, human 2%, derro 1%, illithid 1%, kuo-toa 1%, tiefling 1%); 39,655 slaves (orc 39%, halfling 29%, human 19%, goblin 5%, hobgoblin 4%, shield dwarf 2%, ogre 1%).

Authority Figures: Jestlfflett Trun'zoyl'zl (CE female drow cleric 20 of Lolth), Matron of House Trun'zoyl'zl; Harthel Vras (NE female drow lich cleric 18 of Lolth), Matron of House Vrasl; Zorratha Drezz (CE female drow cleric 14 of Lolth), Matron of House Drezz'Lynur; Oryssta Sshurlynder (CE female drow fighter 8/cleric 9 of Lolth), Matron of House Sshurlynder; Uphrezza (NE female drow rogue 6/cleric 11 of Lolth), Matron of House Nanitarn; Varr'ga Zek (CE female drow cleric 15 of Lolth), Matron of House Fyvrek'Zek); Ithrylda Phaundal (CE female drow sorcerer 8/cleric 10 of Lolth), Matron of House Phaundal); Jazmyndeera Brundag (NE female drow cleric 17 of Lolth), Matron of House Brundag; Loxxa Jenner'Yxir (CE female drow cleric 11 of Lolth), Matron of House Jenn'Yxir; QEemm Mezryl (NT female drow bard 6/cleric 10 of Lolth), Matron of House Mezrylornyl.

Important Characters: Haznyn Tellen'hez (LE male drow monk 18), leader of the Blackened Fist; Nurymm Zek (CN male drow conjurer 15/archmage 4), Archmage of the City.

Blackened Fist: The Blackened Fist is an organization whose membership numbers about 200 monks, most of whom are at least 6th level. The Blackened Fist also welcomes multiclassed shadowdancers and assassins to join, and a number of its members also have levels in these prestige classes.

All the segments that make up Undrek'Thoz are spread throughout the Middledark at different depths beneath the Plateau of Thay, and each is a small city unto itself. The reliable portals connecting the cities effectively erase the geographical distance between them, making them one large metropolis.

This arrangement was originally intended to allow member cities to ally without threatening a single city's resources. But every drow who has reached maturity knows that today's friend is tomorrow's rival in the complex political maneuvers of the race. Thus, as a safety precaution, the drow built these portals so that no metal would pass through. This limitation was designed to prevent wealth from flowing too easily between cities, but more importantly, to cut down on assassinations and invasions by preventing weapons and armor from passing through. Thus, when a traveler steps through one of these portals, any metal on her body clatters noisily to the floor in the city she just left.

This restriction hasn't actually stopped either economic flow or assassination attempts, though it did change both considerably. Now each segment issues its own vellum scrip to cover payments between cities. Scrip notes from any segment are honored throughout the greater metropolis, except when the seller finds it expedient not to do so. Gems and favors are also widely used in payment.

The art of assassination has progressed in a more roundabout way. Rock or bone weapons are considered laughable and in incredibly poor taste, but living killers are a different story. The Houses all keep dangerous pets to provide portable lethality, and important drow always carry pets with them. Monstrous spiders are natural favorites, but snakes, shocker lizards, and poisonous vermin are also common. Stirges have recently come into fashion as well, although they are difficult to come by in the blackness of the Middledark.

A new martial arts tradition has also risen in Undrek'Thoz - the Blackened Fist. Members of this order constitute an actual social class in the city in addition to the traditional priestess, wizard, merchant, and soldier classes. A monk of the Blackened Fist coats her right hand up to the forearm in pitch or henna, blotting out even the bits of shading that drow skin usually has. (This difference is notable to drow, but a character of any other race needs, to make a DC 30 Spot check to even notice anything different about such a monk's right hand.) The drow Houses all contribute young children to the order so that each can have a cadre of loyal killers who can travel through the portals to carry out assassinations. The monks of the Blackened Fist also swear allegiance at a lesser level to their order at the House of Lightless Truth, which is located in the Brundag segment.

As the lawful monastic tradition took hold in Undrek'Thoz, it colored its practitioners' loyalties. While they can understand the lust for power, these contemplative monks often come to question their mistresses' self-destructive pursuit of it. They tend to be circumspect in their allegiance to their fellows, because it is clear that the House Matrons will destroy them if they ever suspect that a male-dominated, lawful order might rise to challenge the traditional elite. However, the ongoing silence of Lolth offers the Blackened Fist with an opportunity that is rapidly growing too enticing to pass up.

For now, the monks are bound by their oaths to remain loyal to both their Houses and the Spider Queen. But the leaders of the order have quietly begun to sound out some of the more prominent male wizards and fighters of Undrek'Thoz about moving against the Matrons. The Blackened Fist has prepared a plan to seize control of the city and rule from the monastery, in case the opportunity actually presents itself.

Brief History

More than a thousand years ago, the various segments of Undrek'Thoz were independent drow cities scattered throughout the eastern Middledark. Individually they were weak and susceptible to attack from various enemies. So in 114 DR, representatives from several of the segments met and decided to connect their cities through a web of portals for mutual protection. Wisely, they decided that distant allies were best.

Over the next two hundred years, other drow cities from farther west, such as Mezrylornyl and Sshurlynder, joined the web, contributing to the power of the greater Undrek'Thoz metropolis. The various segments helped to defend one another against assaults as necessary, and the metropolis grew strong. Since the portals are located deep within the various cities, enemies rarely realize that thousands of reinforcements are minutes away.

Though the cities still retain some of their original distinctive traits, political machinations and intermarriages have caused them to lose much of their individuality. Today the cities are more like one huge metropolis than a collection of allied cities.

Important Sites

Each segment of Undrek'Thoz operates like a district of a large surface city, though they are much less homogeneous. The various portions all look similar, but local politics and customs are colored by each Matron's preferences and the segment's physical location. Visitors might not receive notification about the rules and idiosyncrasies of a particular segment until they've violated them.

The following segments make up Undrek'Thoz.

House Of Lightless Truth

This large, square structure in the district of Brundag houses the Blackened Fist. The building still contains numerous statues of the hobgoblin warlords who lived here centuries ago. The students use them as punching dummies, hardening their bodies by repeatedly striking the granite statues. Inside, the monastery is the unlit home of more than three hundred monks. The roof is wide and flat, rising four stories from the floor of the cavern. The monks use the roof for sparring, and those who do so near the edge get extra slow-fall training from the experience as well.

The Set Foot

This architecturally incongruous inn in Sshurlynder is owned and operated by Mernen Halfred (CN male human Fighter 4/Rogue 4), a friendly but cautious resident of the city. With its wooden structure and stone fireplace, the Set Foot looks exactly like any inn on the surface. Mernen caters to the adventurers who wander to and through the city, offering friendly (if cryptic) advice about traveling around the metropolis. He also has been known to tip off Sshurlynder's drow residents when likely candidates for some scheme show up.

The Wormwrithings

(Upper Northdark)

A large region of twisting tunnels north and west of Blingdenstone, the Wormwrithings are said to be tunnels left behind by dozens of purple worms over many years. These tunnels are home to several large bands of kobolds, and they connect to the surface world somewhere in the vicinity of the source of the Goblintide River.


(Middle Northdark)

Home to the largest, most coherent collection of chitines and choldriths in the Underdark, Yathchol is still a dark, dismal place where Lolth's terrible wrath rules. The chitines live from day to day with little plan or structure, but their numbers are slowly growing nevertheless. The ruling choldriths must soon address issues of growth and expansion.

Yathchol (village): Magical; AL CE; 40 gp limit; Assets 844 gp; Population 422; Isolated (chitine 92%, choldrith 8%).

Authority Figures: Shelwen Darkenweb (CE female choldrith cleric 7 of Lolth), Matron of Chortoj; Qed Weakeater (NE female choldrith cleric 6 of Lolth), Matron of Yiechit; Cruanyl Corpsewrapper (CE female choldrith cleric 6 of Lolth), Matron of Vlorsk; Lurawen Bladelieker (CN female choldrith cleric 5 of Lolth), Matron of Lortch; Roaswen Weliwaiter (CE female choldrith cleric 5 of Lolth), Matron of Othmo; Nelwen Undercutter (CE female choldrith cleric 4 of Lolth), Matron of Athkaratch; Qiior Silkstriker (CE female choldrith rogue 4 /cleric 4 of Lolth), Matron of Temehor.

Important Characters: Krellum Three-Arms (male chitine expert 3/rogue 2), Chortoj carrion crawler trainer.

Warriors: Each of Yathchol's seven villages is home to between 3 and 6 choldriths and between 40 and 80 chitines. All fight in the defense of their home villages.

About 4-1/2 miles under the southern tip of the Far Forest and a day's walk from Ched Nasad, the cluster of villages known collectively as Yathchol sits like a spider on its web. Although Yathchol is usually called a village, it is technically seven separate chitine thorps clustered together, all within about 5 or 6 miles of each other. The collective population is equivalent to that of a medium-sized village, but the thorps do not share economies, so the gold piece and asset value for the area is low.

Each thorp is a series of closely connected caves and tunnels nearly encased in webs, except for roughly a foot and a half of space near the floor. No village is consistently lit, but every resident knows the dimensions of his or her thorp and relies on darkvision to get around. The center thorp, called Yiechit, contains the largest temple to Lolth in the community - an immense, dark, natural cave with webbing spread over every exposed rock surface, including the altar. Within the temple is the communal eating web. Currently, fourteen Nasadran drow are cocooned here alive, waiting to become meals.

With little knowledge of how normal drow cities work, the thorps have arranged themselves into "Houses," which the choldriths rule like drow priestesses. The Nasadran drow formerly found this amusing, but their attitude has changed with the fall of Ched Nasad. Since the chitines ceased living in fear of Nasadran raids, they have been collecting Nasadran drow for their larders - in fact, they have three dozen of them drugged and cocooned there now. The choldriths lost touch with Lolth just as the drow priestesses did, but this fact has not disturbed the social order of Yathchol the way it has the drow cities. Choldriths are the natural rulers of chitine society, whether or not they have spells.

Between three and six choldrith priestesses collectively rule each thorp. Those with more choldriths are stronger in the internal hierarchy of the village than those with fewer. The oldest choldrith, Shelwen Darkenweb, acts as mediator in disputes and is considered to be the most in tune with Lolth. Of course, Shelwen is nothing even close to fair in mediation, and the other choldriths constantly attempt to curry her favor. Assassination and other forms of forced removal are not acceptable methods for advancement among the choldriths, so those who would rule must wait and take out their frustration on the lower caste - the chitines.

Yathchol's defenses are laughably poor compared to those of more organized Underdark communities. The village has no standing army, but every chitine expects to have to fight at any time. In addition, each thorp keeps a handful of carrion crawlers for use as guards and garbage disposals. Caring for these guardians takes up a great deal of the chitines' time, and each thorp has its own dedicated trainer who works with several assistants. The crawlers earn their keep, though; even creatures with high resistance to poison or paralysis eventually wither before the onslaught of multiple carrion crawlers.

Slavery is not practiced in Yathchol, mainly because the residents don't have the equipment or social structure to maintain slaves. But while their community has been growing, the choldriths have been discussing options for introducing slavery into the chitine society. Until that occurs, however, they prefer to skin and eat outsiders who fall into their clutches. Visitors are entertained only in the rarest of circumstances.

Brief History

The chitine city of Yathchol exists as a testament to disdain. The Nasadran drow who created the chitines found them too difficult to use as slaves and too sullen to be trained as House slave soldiers. So they drove the creatures out of their city some seventy years ago, content to allow their creations to live out their squalid, inconsequential lives as they wished, so long as they never got in the way.

Since then, the chitines have eked out a surprisingly good living and earned their own niche in the shadow of Ched Nasad.

The Underdark