H1-H3 Orcus Conversion PDF

H1: ORCUS CONVERSION
H1: KEEP OF THE SHADOWFELL

Looking at the 4th Edition adventure series H1: Keep on the Shadowfell, H2:
Thunderspire Labyrinths, and H3: Pyramid of Shadows there is very little in the
plotline that really ties these adventures together into a full story.
When I read the Keep on the Shadowfell I had hoped that Wizards of the
Coast would tie this story together around a growing threat from the Demon Lord
Orcus (appearing in H1) trying to spread undeath from the new cool Shadowfell
plane defined in 4th Edition. Lot of expectation had been built up around demons,
demon lords and the Shadowfell in the Worlds and Monsters publication
previously. Sadly my hopes were not fulfilled when I read Thunderspire Labyrinth
and then later the Pyramid of Shadow.
I therefore decided to try to bridge this gap myself. I created a conversion
guide, doing some changes in the story, background and some of the encounters
and images, all in order to create an atmosphere foreboding the return of the
undead legions of Orcus.
TABLE OF CONTENT
Table of Content .......................................................................... 2
Credits ............................................................................................. 4
Prologue .......................................................................................... 4
The Threat ...................................................................................... 5
Preparing for Adventure ........................................................... 8
Hook: Missing Mentor 1 .............................................................. 8
Hook: Missing Mentor 2 .............................................................. 8
Hook: Ominous Signs.................................................................... 8
Adventure Summary .................................................................. 9
The Cult of Orcus ........................................................................... 9
The Bloodreavers ............................................................................ 9
Recent Developments................................................................ 9
Adapting Winterhaven.............................................................. 9
Q&A ................................................................................................... 9
Revelations ..................................................................................... 9
Hook: Slave Rescue ..................................................................... 10
Shadowfell Keep ....................................................................... 11
The Truth of the Keep ................................................................ 11
The Missing Villagers .............................................................. 13
Learning the Villagers Fate ...................................................... 13
The Mystery of Old Sara ........................................................ 14
A3: Kobold Lair, Inside........................................................... 15
A4: Burial Site ............................................................................ 16
The Mirror of Shadows .............................................................. 16
Attack on Ninaran .................................................................... 17
Set Up.............................................................................................. 17
Tactics ............................................................................................. 17
Setup................................................................................................ 32
Features of the Area ................................................................... 18
Reversing the Ritual ................................................................... 32
Farm Attacks .............................................................................. 19
Tactics ............................................................................................. 33
Set Up.............................................................................................. 19
Treasure ......................................................................................... 33
Perception Check ......................................................................... 19
The Rod of Ruin .......................................................................... 33
Tactics ............................................................................................. 19
Magic Items Appendix............................................................ 34
The Rod of Ruin .......................................................................... 34
Whats Next? ................................................................................ 20
House Rules Appendix ........................................................... 37
Cult of Orcus .............................................................................. 22
Underwater Swimming ............................................................. 37
Set Up.............................................................................................. 22
Drowning....................................................................................... 37
Tactics ............................................................................................. 22
XP Analysis ................................................................................. 38
NPC Portraits ............................................................................. 39
Slaver Encounter ...................................................................... 24
Players Handouts ..................................................................... 41
Setup................................................................................................ 24
Battle Maps ................................................................................. 47
Tactics ............................................................................................. 24
Monster Update ........................................................................ 51
On the Road: Kobold Brigands ............................................... 51
Shadowfell Keep....................................................................... 27
A1: Kobold Ambush ................................................................... 52
The Tombs ..................................................................................... 27
A2: Kobold Lair, Outside .......................................................... 52
The Shadow Dreams .................................................................. 27
A3: Kobold Lair, Inside ............................................................. 53
Area 8: Sir Keegans Tomb ................................................... 28
A4: Burial Site ............................................................................. 55
Keegans Duty .............................................................................. 28
Area 1: Goblin Guard Room ................................................... 56
Area 11: Water Cave .............................................................. 28
Area 2: Torture Chamber......................................................... 57
Water Cave History ................................................................... 28
Area 3: Excavation Site ............................................................. 58
Tactics ............................................................................................. 28
Area 4: Chieftain's Lair ............................................................. 58
The Treasure ................................................................................. 29
Area 5: Crypt of Shadows ......................................................... 59
Area 14: Warchiefs Room ................................................... 30
Area 6: Hidden Armory............................................................ 60
Negotiations .................................................................................. 30
Area 7: Skeletal Legion .............................................................. 60
Area 16: Chamber of statues ............................................... 31
Area 8 Sir Keegan's Tomb ....................................................... 61
Area 18: Cathedral .................................................................. 31
Area 9: The Maze of Caves....................................................... 61
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Area 10: Kruthik Lair ............................................................... 61
Area 11: Water Cave ................................................................ 62
Interlude 3: The Dead Walk ................................................... 62
Area 12: Hobgoblin Guard Room ......................................... 63
Area 13: Hobgoblin Barracks ................................................. 64
Area 14: The Warchief's Council Room ............................. 65
Area 15: Corridors of the Cube .............................................. 66
Area 16: Chamber of Statues .................................................. 67
Area 17: Ghoul Warren ........................................................... 68
Area 18: Cathedral of Shadows ............................................. 69
Area 19: The Shadow Rift ....................................................... 70
DM's Roleplaying Advice ...................................................... 72
Overall Changes........................................................................... 72
6. Hidden Armory ...................................................................... 72
10. Kruthik Lair .......................................................................... 74
11. The Water Cave .................................................................. 75
13. Hobgoblin Barracks............................................................ 75
15. Corridors of the Cube ......................................................... 75
18. Cathedral of Shadow .......................................................... 75
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CREDITS
These are the contributors in the Wizards community
who have helped with improvements, new ideas and
concepts to this H1 Conversion Guide.
Blastin
Helped with all spelling and grammer
GMforPowergamers
Ideas on adding blood scripts in Keep
Lineov
Rod of Ruin concordance and connection to Karavakos.
Update of Skill Challenges.
SgtPepper76
Modified Poem of Melgold the Mad Poet
Zinovia
Original Poem idea of Melgold the Mad Poet
Jacktannery
Contributed DM's role-playing advice
PROLOGUE
whispered word that brought back memories of lost causes and

unpaid depts. Orcus focused his divine attention towards the
source, spanning his godlike awareness cross planes and
dimensions.
Master of Undeath, Tear in the shroud of Death, listen to
the words of your humble servant, a maggot in your godlike corpse.
I have found out where the followers of Bahamut have hidden the
Rod of Ruin! The paladin of Bahamut I defiled and brought back
in your name knows of its hiding place, great Master.
The Rod of Ruin Found! The Blood Lord clenched his fist
around the Wand of Orcus, blood dripping between his fingers.
This opened up new possibilities, the chessboard had suddenly
shifted, and things were tilting in his favor again. As Lord of the
Undead, Orcus had the everlasting patience of the dead, a trait
seldom seen among his demonic cohorts and enemies. But Orcus
knew that if he waited long enough in the darkness, secrets held in
life would resurface in the afterlife. It was just a matter of time,
and that time was now. With the Rod of Ruin resurfacing he could
send his pawns to collect it and complete the task once started but
never finished turning the living world into a realm of undeath
and eternal darkness. His divine mind immediately identified the
hundreds of actions needed for setting the plan in motion, but first
he poured a fraction of his essence into the world of the living. His
aspect materialized in the crypt of his maggot, pulling darkness
and the chill of the grave with it. The priest screamed in terror as
his eyes started to bleed at the sight of his true Lord. There were still
questions that needed answers and a dept of a soul to be paid
The Blood Lord sat on his throne of bones and blood-oozing

skulls, engulfed in darkness and the putrid stench of death and
misery. Cries of pain and anguish played in the background of
Orcus residence of Undeath. Nothing of this reached the dark lord.
His blood-hazed eyes were lost into the distance, his mind
stretching out to listen to the calls and prayers of his dark clergy
and followers. Like buzzing flies, their requests and calls for favors
left no impression on the Demon Price of Undeath his schemes of
power were on a level incomprehensible for his mortal followers.
But suddenly his eye twitched, a prayer no not a prayer a
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THE THREAT
The Pyramid of Shadows: Realms, both wondrous
and dire, border the world. One such realm is the
Shadowfell. Although not inherently evil, the Shadowfell is
fraught with dangers, and the barrier between worlds can
be thin. Sometimes the darkness breaks into the light.
Nearly five hundred years ago, a mighty tiefling wizard
named Karavakos made a fatal bargain. The twin threats of
minotaurs of the wild and rebellion from within threatened
his iron grip over the lands of his petty kingdom. In
desperation, Karavakos summoned a demon, a servant of
the mighty demon prince Orcus and asked for aid. The
demon whispered dark secrets to Karavakos, guiding him
into building an unholy cult of the demon prince Orcus in
his kingdom. In return the demon showed him a ritual and
an artifact that would create a gap between the worlds,
connecting one of Orcuss unholy Shadowfell sites to the
world. Karavakos, already a skilled magician, created the
Rod of Ruin and the necessary ritual to bridge the gap to
the Shadowfell. Skeletons, zombies, and demons flooded
through the rift into the light of day. A legion of abyssal
warriors came to march under his command, and he
stepped up his efforts to restore his tyranny over his domain
and subjects.
The hordes of demons came at what at the time
seemed to be a very reasonable price. They would fight on
Karavakos behalf and obey his orders. If he ever led them to
defeat, however, they would abandon him and feed on his
dark soul for all eternity. All the souls of his subjects would
be damned to an eternity of pain in the depths of Abyss.
Only an error made by the wizard could result in the
demons defeatno army in the world could defeat them on
the field of battle.
Karavakos led his hordes on one conquest after
another. His first target was the neighboring minotaur
tribes, which were almost driven to extinction by Karavakos

undead and demon infested hordes. One tribe took refuge
in the depths below Thunderspire Mountain, where they
founded the city of Saruun Khel and hid from Karavakos
wrath.
What had been a small kingdom ruled by Karavakos
grew into a mighty nation to rival the great human empire
of Nerath that held sway over much of the land at this time.
With winters arrival, Karavakos called a halt to his
campaign of expansion. He returned to his palace with the
eladrin princess, Vyrellis, who was to be his bride. Together,
he proclaimed, they would rule a new empire, and with
springs dawning his armies would march into the Feywild,
extending their rule across two worlds.
When spring came, the demon hordes marched
through the thin border between worlds. In the Feywild,
though, the demons met their match. Invincible on the
battlefields of the natural world, the demons had no such
protection once they stepped into the Feywild. Fey spears
and arrows felled the hordes, putting an end to Karavakoss
dreams of conquestand severing his demonic bargain.
At the same time, the empire of Nerath had dispatched
legionnaires to eliminate the threat of the rift to the
Shadowfell. The empires soldiers destroyed the remaining
undead, sealed the opening, and built a keep to watch over
the location and contain the threat. This is the site known as
the Keep on the Shadowfell.
Karavakos nation died on that day, all his subjects
killed and their souls brought back to the Abyss with the
returning demons. The Seelie Court feared what the
demons would do with Karavakos soul and instead
imprisoned him in the Pyramid of Shadows, his eladrin
princess at his side. The fey gave the Rod of Ruin to the
Nerath Empire as a reminder of mankinds folly and their
responsibility to secure that it never happened again. The
emperor ordered the Rod of Ruin to be hidden for all time,
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as they lacked the power to destroy it. It disappeared and

was soon forgotten in the mists of time.
The Pyramid of Shadows is one of many magical
prisons created to confine powerful beings. The fey created
it to exist both in the natural world and in the Shadowfell, at
the same time in neither of them, thereby preventing
Karavakos from ever returning. Just as a prism splits light
into its component colors, the pyramid split Karavakoss life
force into free-willed splinters, each one containing a
fragment of his power. With his power spread among these
various splinters, Karavakos couldnt hope to break free
from the prison. Enraged, he lashed out at the only person
he could blame for his failureVyrellis, who he claimed
tempted him into his ill-fated attack on the Feywild. He cut
Vyrelliss head from her shoulders and threw it into the
charnel pit at the heart of the pyramid.
But Vyrellis didnt die. Her life energy, too, was
splintered upon her arrival in the pyramid. Her splinters
are not animate, but have instead been imbued into
gemstones and an orb spread throughout the pyramid.
Vyrellis is now driven by a burning thirst for revenge
against Karavakos, matched only by her desire to reunite
the fragments of her life force and escape the Pyramid of
Shadows.
Thunderspire Labyrinth: After Karavakos was
imprisoned decades of peace followed, and the village of
Winterhaven arose within sight of the keep guarding the
closed rift to the Shadowfell. Eventually, the great fort fell
into ruins and its grand purpose was forgotten. Today, it is
seen as a harmless tumble of stone and wood.
But when one power falls another rises in its wake.
Soon after the fall of Karavakos, Saruun Khel became the
center of an oppressive minotaur kingdom devoted to the
demon lord Baphomet that subjugated neighboring lands.
This angered the Demon Prince of Undeath, who started to

scheme in his kingdom of endless darkness. The border
between worlds which Karavakos had used to open a gate
to Shadowfell was not the only place were the Shadowfell
touched the natural world. In the endless darkness under
Thunderspire Mountain the Sea of Shadows lay hidden and
forgotten. Orcus plan started to take form.
battling one another until only a few minotaurs remained in

the ruins of the once-great city. Some say that the madness
and violence that descended on Saruun Khel in its final
days were Baphomets vengeance against his people for
daring to offer sacrifices to another power very few know
the real truth.
At the pinnacle of Saruun Khels greatness the

minotaurs exploration took them to the vast caverns below
Thunderspire Mountain. There they found crude, forsaken
altars. The minotaur priests divinations revealed that the
deep caverns of Thunderspire were sacred to Torog in his
manifestation as the Patient One, a horrible creature of eyes
and mouths that waits in the darkness. The minotaurs
agreed to honor him even though they were devoted to the
demon lord Baphomet, little did they expect to have their
prayers answered, but not by Torog, even though the
minotaurs thought it to be so. It was Orcus that answered
them and bound the high priest to his will.
Over the following centuries, adventurers came to

explore the labyrinthine ruins of Saruun Khel, seeking
forgotten treasure. Few of them survived. About 25 years
ago, three wizardsHasifir, Niame, and Samazarcame to
the mountain. Accompanied by retainers, the wizards spent
long months in the ruins. Among the magic items they
recovered were several command amulets, which allowed
them to control the bronze warders, minotaur constructs
built in the citys heyday. The wizards used the bronze
warders to clear the upper level of the ruins, establishing a
stronghold therethe Seven-Pillared Hall, but they never
learnt the real truth of their purpose, and they never went
as deep as to the Sea of Shadow.
Orcus convinced the high priest to start greater

excavations even further down below the labyrinth, where
the answers to his dreams of power lay. Deeper and deeper
the minotaurs dug, until they finally reached the large
cavern holding the Sea of Shadows. Guided by Orcus, the
minotaur high priest learned the ritual to create the Bronze
Warders. He formed them in his own likeness, never
realizing that they were the foci for an even darker ritual
that would open the floodgates to Shadowfell, spreading the
Sea of Shadow as a tidal wave over the Nentir Vale, with
darkness, undeath and necrotic energies in its wake.
However, three centuries ago, when the ritual was
almost completed, Baphomet learned of Orcus treachery. A
battle for the throne of Saruun Khel erupted into a vicious
civil war. The Baphomet loyal tribes faced the might of the
high priest of Orcus and his loyal subjects. The demon lord
Baphomet infused his followers with mindless fury,
allowing them to defeat the faction devoted to Torog.
When Orcus subjects were defeated, the survivors took to
In the last two decades, the original founders formed

the Mages of Saruun, and established the Seven-Pillared
Hall to provide them with safe access to the denizens of the
Underdark. The mages cleared an ancient subterranean
highway carved by the minotaurs, allowing denizens of the
deep to trade with them and select other surface dwellers
in the black markets of the Hall.
Today, dwarves, duergar, drow, and more creatures
come to the Seven-Pillared Hall to trade gems, gold, rare
ores, and other goods. Under the watchful eyes of the
hooded mages and their bronze servitors, an uneasy peace
endures in the Hall while perils lurk in the shadows of the
Labyrinth beyond.
Orcus schemes had yet again been thwarted, but the
Blood Lord never sleeps, and his tendrils of undeath
touched the world, and so he came to learn what had
happened to the Rod of Ruin. He soon found a way to
infiltrate the Mages of Saruun with one of his own loyal
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subjects the wizard Paldemar. Due to the machinations of

a renegade mage, the fragile peace of Thunderspire
Mountain is in jeopardy. Slavers now operate in the depths
of the mountain, and an even bigger danger once again
threatens the lands of the Nentir Vale Paldemar had,
through the whispering of the Blood Lord, learned about
the Sea of Shadows, the Keep on the Shadowfell and the
Pyramid of Shadows. In addition to establishing a vibrant
temple and cult of Orcus in Thunderspire, Paldemar has
been gathering arcane power to use against the Mages of
Saruun. At this point, he has a number of promising leads to
ultimate power. He has sent his loyal servant Kalarel, a
priest of Orcus, to try to open the rift to Shadowfell in
Winterhaven, but he is also in the process of completing an
infernal machine that, when activated, will give him control
of all of the bronze warders within the mountain. Without
their protectors, Paldemar believes he will be able to
dispose of the Mages of Saruunhis first step in taking
complete control of Thunderspire and then open the gates
of the Sea of Shadow to flood the surrounding lands in
darkness and undeath.
His future plans, as the adventurers can learn should
they defeat him and search his personal chamber on the
third level of the tower, include an evil ritual that will
channel the arcane power of the captured mages into the
destruction of the Pyramid of Shadows and make him
immortal. This is, of course, a lie whispered to him by
Orcus, who only wants him to destroy the Pyramid of
Shadows to release Karavakos soul for which the Prince of
Undeath has been waiting for a very long time. An oath is
an oath
Keep on the Shadowfell: Time passes and empires
fall, and even Nerath wasnt immune to the ravages of time.
The once-great human empire collapsed almost a century
ago, and only memories of its glory remains. Deep within
the ruins of the old keep, the magic seal crafted by the

Nerath wizards continues to protect the rift, but time has
begun to erode even this powerful magic. Moreover, the
cult of Orcus has returned to the site with the Rod of Ruin,
intent on finishing what its ancient brethren started.
The cult seeks to reopen the rift to the Shadowfell.
However, the magic seal has so far frustrated the cults
intentions. Time, however, is on the side of the cult.
Unless the cult is stopped, the seal will collapse and the
passage into the Shadowfell will be opened anew. If that
happens, Winterhaven will face the threat alone. Leagues of
dangerous roads separate the village from its closest
neighbors, and the place has always stood as a point of light
in the ever-growing darkness.
Even so, Winterhaven wont stand long against endless
swarms of ravaging undead and demons. The cult of Orcus
seeks to open the rift, establish a foothold, and launch
further atrocities against the world at large.
After his control of the keep was solidified, Kalarel

dispatched a hobgoblin named Irontooth to oversee a tribe
of kobolds operating out of a lair near Winterhaven.
Through his hobgoblin agent, Kalarel has ordered the
kobolds to harass and, if possible, eliminate anyone in the
vicinity (such as adventurers) who might have the potential
to delay or thwart the priests plans.
Kalarel also installed an elf spy named Ninaran in
Winterhaven. Through the reports of this individual,
Kalarel keeps an eye on the activities of Winterhavens
residents and knows when newcomers arrive.
Kalarel is confident he will achieve his goal and soon
reopen the rift to the Shadowfell.
Will anyone dare to prove him wrong?
Paldermar has sent his loyal subject, a priest of Orcus

named Kalarel that heads the death cult. Paldemar
uncovered the truth about Shadowfell Keep a several years
ago, guided by Orcus, he found records dating back to the
time of the original opening of the rift. Since then, he has
been ceaselessly researching an evil ritual that he believes
will allow him to shatter the seal and once more open the
rift, but pressed by more urgent matters in Thunderspire
Labyrinth he has given the task of researching the vile rites
to Kalarel as well as the task of continuing to expand Orcus
influence in Winterhaven. After gaining control of the keep,
Kalarel placed agents in the surrounding areas.
Kalarel has established dominion over a tribe of goblins
that had set up a lair within the subterranean chambers
beneath the keep. These creatures, led by a goblin named
Balgron the Fat, guard the place ferociously, not completely
out of loyalty to Kalarel but due to their own thirst for
wealth and power.
Paldermar
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PREPARING FOR ADVENTURE

Instead of all the players having the same hook and
knowing each other, I decided to split the party into two,
bringing them together in the first encounter in Keep on
the Shadowfell On the Road: Kobold Brigades. Each
party has its own hooks and purpose for coming to
Winterhaven. This allows not only for immediate action but
also role-playing as the players learn about each other and
why they are seeking Winterhaven.
I did some small adjustments to the Missing Mentor
and Ominous Signs hooks. I took the party wizard as the
leader for the Missing Mentor hook, and the cleric or
paladin as leader for the Ominous Signs hook.
HOOK: MISSING MENTOR 1

The player character (wizard or similar) seeks news of
his or her mentor at the Academy of Magic, Douven Stand.
The man who trained him or her for a life of adventure
bade his friends farewell three months ago and headed for
Winterhaven. Douven, an archeologist and explorer of old
ruins, always looking for forgotten lore, had found an
ancient map that revealed the location of a dragons tomb
not far from the village. He reasoned that if a dragon were
buried there, it would be rich with archeological relics and
maybe even its hoard.
The mentor should have returned some time ago, and
his continuing absence bodes ill. The Academys Council
fears the worst and decides to send out the player character
with some loyal henchmen to find out what happened to
his or her mentor.
Quest XP (Major QL 6): 250 XP/player for discovering
Douvens fate.
HOOK: MISSING MENTOR 2

If the PCs manages to save Douven Stand in A4:
Burial Site he sends his pupils on a second quest to stop
the cult and find out any detailed information about its
goals and the rift to the Shadowfell for the Academy of
Magic.
Quest XP (Major QL 3): 150 XP/player for stopping
the cult, as well as 250 gp if they can bring back any
information about the cults goals and the rift to the
Shadowfell.
HOOK: OMINOUS SIGNS

Marla of the Church of Bahamut contacts the PCs
(cleric or paladin) before the start of the adventure. She has
received dire news from the small shrine at the holy spring
of Kalin. An evil artifact, only known as the Rod of Ruin,
that had been hidden for centuries by the Church of
Bahamut has been stolen and the shrine defiled. No one
alive remembers the Rods purpose and if any records of
this existed, they are now lost.
All of the monks guarding the Rod were killed and
brought back as vile zombies, save one. He survived and
witnessed a small group of death cultists steal the Rod and
then leave for Winterhaven. He heard a name being
mentioned, a name he thought was the name of the
dangerous and twisted high priest of the cult - Kalarel.
Marla suspects that this Kalarel has set up a secret cult in
the area and is conducting unholy ceremonies, and fears
what he might do with the Rod. She asks the PCs to travel
to Winterhaven, determine if there is any death cult activity
in the area and, if so, to stamp it out and bring back the Rod
of Ruin.
Quest XP (Major QL9): 400 XP/player for destroying
the cult, as well as 250 gp for destroying the cult, stop their
plan and bring back the Rod of Ruin.
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ADVENTURE SUMMARY
THE CULT OF ORCUS
I really liked the idea of Bairwin running the Cult of
Shar within Winterhaven, introduced in the H1: Realms
Conversion. Get it at:
http://www.wizards.com/download.asp?filename=155_Sha
dowfell_FR.pdf
I wanted to use it but for Orcus instead, and it is a quite
easy conversion. I decided to change the encounter with
more undead, rather than shadows.
I also wanted to have some ways for the characters to
learn about Bairwins activities in the town, so I reworked
the Tavern Thugs into a Skill Challenge The Mystery of
Old Sara, as well as an encounter outside of Winterhaven
Farm Attacks where the characters find evidence of the
abductions happening.
THE BLOODREAVERS
As I have tried to tie together Keep on the Shadowfell
more tightly with Thunderspire Labyrinth, it was natural
that Kalarel was accompanied with Hobgoblins of the
Bloodreavers tribe. They have been given the task not only
to protect Kalarel (Area 12 to 14), but also to secure a
steady supply of slaves to their brethren in Thunderspire
Mountain thereby securing Paldemars position and
influence. Their Leader Traak is in charge of their
operation from the Keep.
Another change I made was to turn Irontooth into a
hobgoblin Bloodreaver, rather than a mere goblin, thereby
making him more threatening, which helped prepare the
PCs for the tough A3 encounter (Kobold Lair). Irontooth
has taken command of the kobolds, kidnapping slaves from
the old Kings Road and outskirt farms. He then routes them
to the hobgoblin Warchief that secures the continuous
transfer of them to Thunderspire Mountain and the
Bloodreavers there.
RECENT DEVELOPMENTS
A Skull of Orcus named Kalarel has infiltrated the
nearby town of Winterhaven. His cult operates out of the
town, which helps supply Kalarel and his followers, who are
hard at work in Shadowfell Keep preparing to open the rift
to Shadowfell.
Bairwin is Kalarels underling and the leader of the
cultists located in Winterhaven. Bairwin operates the cult
out of a basement in his shop. Bairwin arrived several years
ago at the same time as Kalarel, and he has covertly
supplied Kalarel with the tools and provisions necessary to
excavate Shadowfell Keep. He has also begun recruiting
others to his cause.
Bairwin, feeling safe in his cover as shopkeeper in
Winterhaven, has started to perform vile rituals in the
name of Orcus in the basement of his shop. The ritual
involves human sacrifices to Orcus and the creation of selfloathing undead creatures from the remains. Bairwin has
sent some of his ruffians and thugs, disguised as merchants
and guards, to the remote farms to kidnap suitable victims
for the rituals.
Recently the previous shop keeper Old Sara happened
to pass by the shop one morning and heard screams from
the cellar. She went in and discovered the basement and its
vile purpose. Before she could get out and warn the city
guards, Bairwin captured and killed her. He has tried to
cover his tracks, but some talented adventurers might find
the truth about old Saras disappearance.
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ADAPTING WINTERHAVEN
Q&A
Q: What do you know about a cult of Orcus?
At this point, most people are dismissive of such an
idea, laughing it off. Characters can make a DC 13
Streetwise check to learn any or all of the following points
of information related to the cult:
The town has no underground caverns or hidden
places of which its citizens are aware.
There arent any new or suspicious folks in town. The
newest person is Bairwin, and he arrived several years ago.
The gates are shut at night, and the only people who
leave through them are returning to their homes outside
town. Farmers, like Eilian the Old, and trappers, like
Ninaran, leave shortly after dark.
Most people are more concerned about the kobolds
attacking travelers and townspeople than they are about a
subversive cult.
If there were a cult, most folks believe it would be
outside of townoff in the dragon burial site southwest of
town or the old, ruined keep to the northeast. Even so,
people find that highly doubtful.
REVELATIONS
If the PCs discover that Bairwin is leading the cult in
Winterhaven they are likely to confront him directly or
turn to Lord Padraig. If the PCs go to Bairwins shop, he
greets them pleasantly. When the PCs begin asking probing

questions, demonstrating that they know of his
involvement, he flees, darting into the backroom where a
secret door leads down to an underground chamber.
Characters following him trigger the encounter on the next
page.
If characters turn to Padraig for action, he demands
evidence. If the characters bring Agrid from the A4: Burial
Site encounter, they have little evidence for Bairwins
involvement in the capture of Douven Staul. In fact, Lord
Padraig instead listens to Bairwins claims and asks the
characters to find the real source of the evil in Winterhaven
and leave Bairwin alone.
BAIRWINS CLAIM
Douven showed the mirror to Bairwin, who sent
word about the relic to a collector of fine arts in Fallcrest.
A month ago an old companion from Bairwins
adventuring days, Agrid, showed up and said he had fallen
on hard times and needed work.
Bairwin had no work for Agrid but had just received
word from the collector in Fallcrest who was interested in
the mirror. He paid Agrid for delivering the message to
Douven that he had an interested buyer for the mirror,
prepared to pay more than 500 gp for it.
Bairwin says that Agrid must have fallen to the
temptation to take the money himself. He must have
wanted to find more relics from Douven, and probably kill
him and escape with all the valuables to Fallcrest were he
would try to sell it.
Bairwin asks Lord Padraig why he should believe
some claims from a stranger such as Agrid and a group
adventurer instead of a loyal villager who have brought a lot
of trade and taxes to Winterhaven over the last 10 years.
If played right, lawful PCs will learn the hard way that
they will need hard evidence before making accusations
against someone in a lawful society. Bairwin has no relics in
his shop;
Searching the shop reveals nothing (the secret door to the
cellar is magically hidden; Douven did show the mirror
when stocking up supplies in his store; Agrid has no actual
proof to verify his claim that Bairwin sent him to do the
dirty work.
If the characters manage to present evidence, such as a
successful skill challenge in the Mystery of Old Sara, or
providing the thugs from the Farm Attacks encounter, he
says he will not take action against a member of the town
without just cause. In the event the PCs present proof, then
Padraig asks the PCs to help apprehend Bairwin (see Cult
of Orcus encounter).
If the PCs successfully put an end to the cult activities
in Winterhaven Lord Padraig trusts them enough to ask
them to help rescue the missing villagers he fears have been
taken to the keep for some sinister and evil purpose.
Present the PCs with the Slave Rescue hook. This is actually
a hook into the next adventure Thunderspire Labyrinth,
which the players cannot solve at the keep. They can,
however, find the clues at the keep as to what has happened
to the missing villagers.
HOOK: SLAVE RESCUE

The kobolds, lead by Irontooth, have captured twenty
villagers from Winterhaven. Lord Padraig has come to
understand that these disappearances seem to have a
connection to the Cult of Orcus he has recently learned
have been active in his village. He begs the adventurers to
get involved. You have already done a great service for
Winterhaven and the people of Nentir Vale, he says. Can
2012-11-24
you be the force I need to put an end to this and bring my

subjects back if they are still alive?
Lord Padraig and his Captain Rond Kelfem are
convinced that the missing villagers have been taken to the
keep to be used by the remaining cultists in vile rituals. He
beseeches them to follow the slavers and rescue the
captives. They must be saved before it is too late!
Quest XP: 200 XP/Player (major quest), and Lord
Padraig provides a reward of 500 gp if the captives are
rescued and returned safely to Winterhaven.
LORE OF THE CULT OF ORCUS

A character that makes a Religion check can identify
certain features of this encounters creatures and is aware of
the following information:
DC 15: The cult of Orcus is widespread among corrupt
and despicable humans, with more significant following
among humanoids than most demon princes can boast. His
temples are usually hidden, and his worshipers form secret
societies living in otherwise normal communities.
DC 20: Orcus demands living sacrifices as a part of his
rituals. It is common for followers of Orcus to carry black,
skull-topped scepters and often wear skull masks and black
robes with hoods or goat-horned headdresses and silver
robes.
DC 25: Clerics of Orcus are in charge of promoting
necromancy, pain, torture, undeath, and the destruction of
all that is good. They pray for spells at midnight. Their
colors are red and black, although bone white is often used
as decoration.
10
SHADOWFELL KEEP
Once the characters have exhausted their options in
town and have figured out the danger that Kalarel and his
cohorts represent, they will likely head toward the keep.
However, the characters might learn a little bit more of the
story through the efforts of Valthrun, an NPC.
THE TRUTH OF THE KEEP

When Valthrun learns of the suspicious activities in
Shadowfell Keep and around Winterhaven, he grows
alarmed and tells the characters that he must consult the
historical texts locked away on the second and third story of
his tower. If the PCs allow him a few hours to search the
tomes, he can reveal to them the secret of Shadowfell
Keepa secret that has remained guarded for centuries.
The following text, which Valthrun communicates to the
PCs, replaces Valthruns information from the Questions
Answered section in the original adventure:
My books and scrolls tell me that the ruined keep was
built by the old empire, Nerath, as I suspected. The Nerath
Empire was attacked by hordes of undead and demons at
the time, over three hundred years ago, released onto the
earth by the mighty wizard Karavakos from a rift to the
Shadowfell. Finally, in a great battle, the empire of
Neraths legionnaires managed to eliminate the threat of
the rift to the Shadowfell. The empires soldiers destroyed
the remaining undead, sealed the opening, and built a keep
to watch over the location and contain the threat. This is
the site known as the Keep on the Shadowfell.
The Shadowfell is a place of darkness and shadows,
but not all of it is evil, but this rift apparently connects to an
unholy sanctuary of Orcus, the demon lord of the undead.
Skeletons, ghouls, and stranger, fouler creatures once

crawled through the opening into the light of day. By
destroying the undead and sealing the rift, the Nerath
Empire thought that was the end of the story. Now, Im not
so sure.
Take a look at this poem I found in the Collection of
Lyrics from Melgold The Mad Poet of Almhurst
In shadowed keep of tumbled stone,

A peril lurks, for years unknown,
The Kinslayer's spirit guards it yet,
'Gainst a newfound vile threat.
The Kinslayer once was proud and strong,
Until the Blood Lord came along.
But twisted whispers echo through the halls,

And ghostly blood runs 'long the walls,
None can face those cursed remains,
Fear like water in their veins.
A Blood Lord follower from a cursed line,
Now threatens to awake the unholy shrine,
Dark power craves as men do thirst,
Confining spells to be reversed.
Storm clouds gather with the demon's approach,
And the living dead will soon encroach,
The forces of good will never survive,
For the Prince of the Undeath will soon arrive.
The forces of good will never survive,

for the Prince of the Undeath will soon arrive
The thing of evil sent dark dreams,
Nightmares wrought of tortured screams,
The vowed defender's mind did bend,
And with his blade he did rend.
Awakened to the awful truth,
Shattered bones of men and youth,
His wife and children, pride and joy,
Mistaken for demons he was forced to destroy.
The Kinslayer fled to meet death alone,
For wicked deeds he must now atone,
And so the fallen paladin must wait,
For heroes to arrive and reverse his fate.
2012-11-24
This poem sent me digging deeper into the fall of this

Kinslayer and this is what I found: Within two short
decades after the collapse of the Nareth Empire, Shadowfell
Keep was abandoned and left to fall apart and decay. It
was on a grisly night about eighty years ago that the lord
and commander of the keep garrison, Sir Jerold Keegan,
put into motion the events that led to the keeps downfall.
Perhaps the Shadow Rifts malign influence is too
strong to resist. Maybe Sir Keegan was a crazed lunatic
driven by demons we may never understand. Whatever the
case, at the stroke of midnight on that fateful day, Sir
Keegan began to systematically slaughter every resident of
the keep, forever cursing the place. The author of the
11

historical treatises speculates that he suffered paranoid
delusions, for Keegan went on a rampage through the keep.
His own wife and children were first to fall to his blade,
then his trusted advisors, and finally many of the soldiers
under his command. Sir Keegan was too skilled for any one
soldier to defeat, yet eventually the garrison managed to
respond with an organized defense. Although many brave
soldiers died, they managed to inflict him a grievous wound
that drove the mad knight to flee into the keeps crypts were
they finally managed to dispatch him.
The keep became notorious for a time, as one of the
last bastions of the fallen empire. There was no one to order
it back into service. So it was abandoned, feared for a time,
and eventually, more or less forgotten. An earthquake a
few years later collapsed the upper towers and walls, and
turned the place into a ruin of tumbled stone.
Rumors persist of great treasures buried beneath the
keep, yet few have dared explore the passages over the year.
Sir Keegans ghost is said to roam the corridors beneath the
ruins, wailing in grief over the tragedy of his life. The
people of Winterhaven avoid the place, and the mere
mention of Shadowfell Keep is considered bad luck by
many of the farmers and villagers.
Whatever activity is occurring at the keep, it can only
mean ill for Winterhaven and those of nearby lands.
Please, will you do what you can to help?
(The poem can be found in the Players Handouts
Section)
2012-11-24
12
THE MISSING VILLAGERS

There are 21 villagers missing in Winterhaven. Two of
them, Old Sara and a vagabond named Evrion (who none
has realized is missing) was captured by Bairwins thugs and
has been sacrificed to Orcus on his bloody altar and turned
to animated skeletons (see Cult of Orcus encounter).
A family of four living in one of the outskirt farms was
recently captured by the kobolds and sold to the
Bloodreavers. They were held hostage for a short while at
the keep (in Area 2), but have recently been shipped to the
Bloodreaver slaver camp close to the keep, together with 2
merchants that were captured as well. (see the Slaver
Encounter).
Three have been sacrificed on the altar in Area 18.
The remaining twelve have all been shipped off by the
Bloodreavers to be sold in the Thunderspire Labyrinth.
LEARNING THE VILLAGERS FATE

The goblins in the first level of the keep have been
acting as the middle men between the kobolds and the
Bloodreaver hobgoblins. They have held the slaves captive
in their dungeon (Area 2) until the Bloodreavers have
arrived to convey the shipment to the Thunderspire
Labyrinth.
By interrogating the goblins the PCs can learn the
following with a successful Intimidate check (Will Defense
+10 for hostile, unless the PCs promise not to kill the
goblin in question which gives a +5 modifier for
unfriendly).
INTIMIDATE CHECK
INTIMIDATE CHECK
Success 0 to +2 The kobolds deliver them to the keep

and we pay them. We keep the humans in the cells until the
Bloodreavers comes and collects them. Sometimes we have
some fun with them. He he Please dont hurt me that is
all I know!
Success We are the Bloodreavers! The mightiest

tribe in the Thunderspire Labyrinth. We have become very
rich by selling this human rabble into slavery in the
Underdark. Weaklings they are, but they fetch a good price
in the Seven-Pillared Hall!
Success +3 or more The Bloodreavers is a tribe of

Hobgoblins up in Thunderspire Mountains fierce
warriors hurt goblins if we do not do as told. I do not
know what they want the human slaves for.
A successful interrogation of the hobgoblin Warchief

Traak provides the last piece of clues.
If the PCs questions Balgron the Fat or the Hobgoblin

Torturer (Area 2) they might learn more with a successful
Inimidate check.
INTIMIDATE CHECK
INTIMIDATE CHECK
Success: The Bloodreavers have an agreement with
the great Master No I do not know his name. I only know
that our skilled Warlord Krand struck a bargain with him.
We were sent to accompany and protect his disciple
Kalarel. In return he provides us with fresh slaves.
Success 0 to +2 We just delivered four new slaves to

the Bloodreavers. They came and picked them up only
yesterday, but it serves you no good, they are already on the
way to Thunderspire Mountains to meet the same fate as
the other twelve. You came too late, ha, ha!
Success +3 to +4 The Bloodreavers have a camp
not far from here. The human rabble might still be there.
They talked about staying longer to get some fat
merchants as well. Yes I can tell you how to get to the
camp.
Success +5 or more: The Bloodreavers are a gang
of thieves and slavers, not necessarily in that order, that
includes goblinoids and some humans. Most of them are
fierce warriors and they have their base in the
Thunderspire Mountains.
If the PCs question the Bloodreaver hobgoblins on
the second level of the keep they gain even more
information about the Bloodreaver tribe.
2012-11-24
13
THE MYSTERY OF OLD SARA

Encounter Level 1 (200 XP)
When the PCs arrive in Winterhaven they might start
looking for clues as to whether or not there is a death cult in
the city. In this skill challenge one or more adventurers
attempt to find out the truth of the situation.
This challenge can stretch out over time in between the
PCs exploration of the kobold lair (A3), burial site (A4), or
even the keep itself.
Setup: To find clues about the secret Orcus cult in the
basement of Bairwins store, the PCs must unravel some of
the clues in Winterhaven.
Level: This is a 1st-level challenge.
Complexity: 2 (requires 6 successes before 3 failures).
Primary Skills: Diplomacy, Insight, Dungeoneering,
Religion, Streetwise.
1st Streetwise (DC 19): PCs learn that an old woman
called Old Sara has disappeared from her small home in
Winterhaven. No one seems to know what has happened to
her.
Religion (DC 19): A PC remembers some facts about
the cults of Orcus. The cult of Orcus is widespread among
corrupt and despicable humans, with more significant
following among humanoids than most demon prices can
boast. His temples are usually hidden, and his worshipers
form secret societies living in otherwise normal
communities. A few of his temples are terrible strongholds
full of undead, where wicked lords commit atrocities and
wage wars in the demon prices name.
Orcus demands living sacrifices as a part of his rituals.
Blood and skulls are an important part of the imagery used
in his worship. Idols and altars are often surrounded by or
built upon tall piles of skulls.
It is common for followers of Orcus to carry black,

skull-topped scepters and they often wear skull masks and
black robes with hoods, or goat-horned headdresses and
silver robes.
1st Diplomacy (DC 12): Talking to some villagers, PCs
learn that Old Sara and her husband used to own the store
were Bairwin now resides. It used to be an old pottery but
Sara sold the store to Bairwin when her husband died
several years ago. Old Sara always passed by the store on
her morning and evening walks to the market. Otherwise
she never left her home, which makes her disappearance
even stranger.
2nd Diplomacy (DC 12): When speaking to Thair
Coalstriker PCs learn that this gruff dwarf is in poor humor
over the success of Bairwins shop. He openly complains
about the Grand Shoppes overnight success.
He explains that Bairwin arrived in town with a wagon
full of junk a few years ago and has since managed to build
a shop that seems constantly to acquire more merchandise
and expensive items despite having few customers.
3rd Diplomacy (DC 12): Characters who question
Thair further learn that Bairwin was at first a frequent
customer of Thairs. Bairwin often purchased metal goods
like shovels, spades, and wheelbarrows. Thair assumes that
he managed to somehow sell these items at a great profit to
others in the areaperhaps dwarves in the nearby hills.
Whatever the case, the dwarf smith is bitter over Bairwins
shops growth.
2nd Streetwise (DC 12): PCs learn from Delphina
Moongem at the market that she saw old Sara entering
Bairwins shop that fatal day she disappeared, as she usually
did on her morning walk. Like to see that Bairwin took
care of her old store, as she used to say, but then she never
came over to the market.
2012-11-24
Insight (DC 12): PC remembers that Bairwing said

that he had not seen old Sara on the day of her
disappearance.
Dungeoneering (DC 12): A PC notices the Bairwins
shop seems to have undergone some recent changes. The
house foundation has been strengthened with supporting
pillars, suggesting that the foundation needed reinforced. It
could be an indication of a cellar being added to the
structure.
Success: If the adventurers gain 6 successes before
attaining 3 failures, they find proof that Bairwin is most
likely to be blamed for the disappearance of Old Sara. They
can either go to Lord Padraig or Captain Kelfem with the
information, and have them arrest Bairwin, or they can
confront Bairwin themselves. If they choose the latter then
they proceed to the Cult of Orcus encounter.
Successfully completing this skill challenge earns the
adventurers a major quest reward (200 XP).
Failure: If the adventurers attain 3 failures before
gaining 8 successes, further skill checks will give them no
more information about the mystery. Bairwin also learns
about them asking questions about the disappearance of old
Sara. He sees the risk and reports it to Kalarel, who then
orders Bairwin to dispose of any evidence that might lead
back to the Keep and Kalarels plans.
When the characters search the cellars of Bairwins
shop they find no proof of his involvement in the Cult of
Orcus or the disappearance of old Sara.
If this happens you as a DM should consider running
the Farm Attack encounter to give the PCs a chance to
learn about the cult of Orcus.
14
A3: KOBOLD LAIR, INSIDE

I changed Irontooth to a hobgoblin instead of a goblin
and made him one of the Bloodreavers. I portrayed him as
a dangerous killer, to help the players understand that this
was going to be a tough fight.
My additions to this encounter are the Players
Handouts I have created. You will find them in the end of
this Conversion Guide.
I have also added one small note from Ninaran, which
the characters can find in one of Irontooths pockets with a
successful DC 15 Perception check. The note has been
written with coal on a piece of clothing, not larger than 4
inches. The note reads:
Saa (Greetings) Ghaal (Mighty) Irontooth,

We have received your chaatoor (human) tuuvotos
(slaves). Good work brother. Lhevk-ruh (Skilled Warlord)
Krand is proud of your work.
Shava (Sword Brother) Traak
You might as a DM consider not changing the goblin
words in the message making it a little more cryptic and the
comprehend language ritual not a 100% translation. You
can find the letter in the Players Handouts in the end.
They are coming! Prepare!

Ninaran who has been following the players action in
Winterhaven, followed the PCs out of Winterhaven and
alerted the kobolds of the immediate threat by shooting an
arrow to a kobold lookout, with the warning tied to the
arrow. A character that later meets Ninaran and succeeds
on a DC 19 Perception and a DC 12 Insight check notices
the missing fabric in Ninarans clothing and draws the right
conclusion that it matches the size and color of the note.
There is also a note from the Hobgoblin Warchief of
the Bloodreavers Tribe at the Keep. However this note is
written in goblinoid, which the PCs probably do not
understand. However, in the Cult of Orcus encounter
there is a ritual book with the Comprehend Languages
ritual that might help the players decipher it. The letter
reads:
2012-11-24
15
A4: BURIAL SITE
that crate. I dont know why. It was Bairwin who told me

where to find that fool, Douven.
In the original adventure, the dragon burial site was

indirectly related to Kalarels machinations. However, in
this adaptation, the dragon burial site supplies evidence of
Shadowfell Keeps background (see Background). However,
Kalarel's apparition has been replaced, see the Monster
Update Guide.
Once the gnome has offered his information, he tries to

cajole the PCs into letting him go, pointing out that he
didnt kill Douven, and the PCs would be cruel to kill him.
An adult dragon is buried at the site, which a character

can identify with a DC 12 Nature check. A PC succeeding
at a DC 19 check also determines that the bones are those
of a shadow dragon, and that the site is more than 200
years old. They also discover numerous other bones, human
and others that are strange, twisted and demonically
warped. The dragon burial site is the spot where a large
battle between Karavakos hordes and the Nerath Empire,
trying to close the rift to Shadowfell, occurred.
The gnome Agrid is one of Bairwins hirelings, but he
knows nothing of the cult activities or what goes on in the
keep. Unlike many of Kalarels other servants, Agrid is not
devoted to Orcus or Kalarels cause. Bairwin hired him to
capture Douven and take over the excavation when
Douven returned to Winterhaven with relics from the old
war. Bairwin did not want to have undue attention brought
to Winterhaven, as would have been the result if Douven
were allowed to communicate his findings to the world.
Once Douven is freed, he also offers an important bit of

information to the PCs:
When I set out to dig, I had thought this was the
burial site of some old dragon. However, the skeleton of the
dragon is intermingled with other remains and skeletons
from many lesser creatures, many of them looks to be
demonic in origin. It seems as if this is the site of some old
battle, rather than a burial site. I can only wonder were
these demons came from and what could have been worth
fighting over in this remote place.
THE MIRROR OF SHADOWS

The mirror that was found at the burial site is a relic
used by Karavakos during the Ritual of Opening. It is an
ancient mirror of tarnished silver. It is magical and worth
550 gp on the open market, but much more
for someone who wants to use it to open a rift
to Shadowfell.
When a PC looks at his reflection in the mirror, read:

The silver mirror is tarnished and when you look into
it you find your reflection grayish and misty. Suddenly you
see your face but it is like a dark corrupted version, glaring
out at you with white skin and eyes shining with malice.
Mirror of Shadows
Level 1
The perverted shadow form of yourself breaks down your will

Cursed Item
550 gp
Attack: +5 vs. Will; Loose one healing surge, range 5
squares
Ongoing Effect: Carrying the cursed item gives a -2
penalty to Will defense if the person has looked into the
mirror and seen his or her reflection.
However, there are not only drawbacks with the Mirror
of Shadows. A character in possession of the Mirror gets +2
on their Arcana checks to reverse the ritual in Area 19:
The Shadow Rift. Some players might even start using it as
a gaze attack versus their opponents successfully.
When faced with the prospect of death, Agrid offers

what information he knows. When bloodied or when only
one ally remains, the gnome surrenders and offers the
character information in exchange for his life. If the PCs
accept, the gnome says:
Bairwin the shopkeeper is my employer! He wanted to
ensure that none of these relics found at the site leaked out
of here. He especially asked for that mirror over there in
2012-11-24
16
ATTACK ON NINARAN
Ninaran tries to back away to be able to shoot at the

PCs.
SET UP
Ninaran, Elf Archer (N)
Level 4 Artillery
Medium fey humanoid (elf)
XP 175
This encounter is triggered if the PCs realize Ninaran is

the traitor that warned Irontooth of their approach (see A3
Kobold Lair) and choose to confront her at Wraftons Inn.
HP 44; Bloodied 22
AC 17; Fortitude 14; Reflex 18; Will 15
Speed 7
TRAITS
Initiative +7
Perception +12
Low-Light Vision
As soon as Ninaran senses that the characters are after

her she summons her shadow wolves. They appear in the
squares next to her.
Non-elf allies in the aura gain a +1 racial bonus to Perception

checks.
Group Awarness * Aura 5
This encounter includes the following creatures:
Archers Mobility
5 lesser shadow hounds (H)
If Ninaran moves at least 4 squares from its original position,

she gains a +2 bonus to ranged attacks until the start of its next
turn.
Ninaran, elf archer (N)
Wild Step
When the PCs attacks Ninaran, read:

Ninaran leaps to her feet and in a single motion has
her longbow in her hand. Lord Orcus, Dark Master
protect me, she shouts while putting an arrow to the
string. Suddenly the room grows darker and wisps of
shadow dance around Ninaran. From nowhere five
shadowy black dogs appear, growling menacingly at you.
Place the characters where they want to be in the
room, but at least 2 squares between them and Ninaran.
TACTICS
When the characters attack Ninaran let every one roll
initiative. On the shadow hounds initiative they teleport
into the room from the Shadowfell and attack the PCs,
trying to position themselves at the characters flanks. The
hounds keep movingout of melee range when possible.
An elf ignores difficult terrain when it shifts.

STANDARD ACTIONS
m Longsword (weapon) * At-Will
5 Shadow Hounds, Lesser (H)
XP 150
HP 44; Bloodied 22
Speed 7, teleport 7
Vulnerable 5 radiant
TRAITS
Shadow Ambush
r Longbow (weapon) * At-Will

Attack: Ranged 20/40 (one creature); +11 vs. AC
Hit: 2d8 + 3 damage.
TRAITS
Initiative +5
Perception +6
Darkvision
If the shadow hound has combat advantage against its target, it

deals an extra 1d6 damage on a successful melee attack.
STANDARD ACTIONS
m Bite * At-Will
Attack: Melee 1 (one creature); +8 vs. AC
MINOR ACTIONS
C Baying (fear) * Recharge 5 6
Attack: Close burst 3 (creatures in burst); +6 vs. Will
Effect: Target takes a -2 penalty to all defenses until the end of
the shadow hounds next turn.
Special: Deafened creatures are immune.
Skills Endurance +7, Stealth +7
Str 17 (+4)
Dex 13 (+2)
Con 12 (+2)
Int 6 (-1)

Level 3 Skirmisher
Medium shadow magical beast
Alignment unaligned
Wis 11 (+1)
Cha 14 (+3)
Languages
Elven Accuracy * Encounter

Effect: An elf can reroll an attack roll. It must use the second roll,
even if its lower.
Skills Nature +12, Stealth +12
Str 13 (+3)
Dex 20 (+7)
Con 14 (+4)
Int 12 (+3)
Wis 16 (+5)
Cha 11 (+2)
Alignment evil
Languages Common, Draconic, Elven
Equipment leather armor, longsword, longbow, quiver of 30
arrows
2012-11-24
17

their movement 1d2x5 feet later if they fail. Those who fail
by 5 or more fall prone and take 1d6 points of damage at
the end of that movement. The DC of other Acrobatics
checks increases by 5. Creatures gain a +1 bonus on melee
attack rolls against foes lower than them.
Rug: A character adjacent to the carpet can use a
standard action to make a DC 13 Strength check to pull the
carpet up. Any creatures in squares occupied by the carpet
must succeed at a DC 20 Acrobatics check or be knocked
prone.
Bar: This countertop has a solid front and can provide
cover to a standing character or superior cover to a prone
character. The bar is difficult terrain.
FEATURES OF THE AREA

Illumination: Bright light.
Chairs: Chairs do not limit or restrict movement
through a square.
Treasure: If the characters capture or kill Ninaran, the

PCs also discover the treasure described in The Dead Walk
encounter. If the characters confront Ninaran before the
graveyard encounter occurs, then they discover Kalarels
letter (described in The Dead Walk encounter) on her
bookshelf. A copy of the letter is in the Players Handouts
section. In this case, the graveyard encounter does not
occur, and the characters inadvertently save the lives of ten
of Winterhavens citizens.
Tables: A table is tall enough that a Small creature can

move under it and gain cover from doing so. It costs 2
squares of movement to hop up on a table. A character can
use a standard action to tip over a table, which can then
grant cover for a standing creature or superior cover for a
prone creature.
Hearth: A low-burning fire provides warmth to the
room. The fireplace is built into the wall and does not affect
movement.
Stairs: The steep staircase leading from the dining
room to the rooms upstairs descends 10 feet, but the ceiling
remains level. Going up or down the stairs is considered
difficult terrain. Creatures running or charging down steep
stairs must succeed on a DC 13 Acrobatics check, ending
2012-11-24
18
FARM ATTACKS
address any members of the group, the human mercenary

grunts and tells them to mind their own business.
SET UP
The player characters are returning to Winterhaven
from either the A3 Kobold Lair or the A4 Burial Site, or
they have gone to investigate the disappearing people in the
remote farmsteads, maybe failing in the skill challenge
around the The Mystery of Old Sara.
When they are passing by some of the farmsteads allow
the party a DC 12 Perception check to notice that
something is wrong. If they succeed they hear a muffled
scream from inside the house and that the front door seems
to be broken in. The intruders inside have had scouts that
noticed the party and now try to prevent the farmers from
attracting help. When the party approaches they try to bar
the doors from entry, and do not answer any questions,
hoping the party will tire and move on. A DC 15 Strength
check is needed to break open any of the doors.
4 human thugs (T)
2 human ruffians (R)
1 human mercenary (H)
Once the players break into the house, read:
A low fire still burns in the hearth of the small
farmstead. A group of tough-looking humans is barricaded
inside the house holding a young beautiful farm girl
hostage. Four men are in the main room and two are
visible in the back room.
At this point, everyone rolls initiative and gets the
opportunity to act. Place miniatures of the human gang
according to the positions on the tactical map. If the PCs
Unless the PCs attack the men, read:

The leader of the group, a scarred man in chainmail,
standing at the back challenges you.
Youre the right doers, aint you? he asks. Well it
aint going to help you. If you try anything I will cut this
little girl to pieces, wont I sweety?
The girl recoils and tries to wriggle free, but the ruffian
is too strong. You hear her manage a stutter, Please save
me, they have mom and dad in the bedroom.
At this point, give the PCs another opportunity to act or
ask questions.
PERCEPTION CHECK
DC 19 The leader of the group has a small necklace
with a small silver symbol of a skull with rams horns.
When the PCs rise to the defense of the farm girl (D)
either physically or verballythe human mercenary keeps
his sword to the girls throat and threatens to kill her (with a
coup the grace), while, urging his allies, Take care of
them. The father (F) and mother (M) are locked in a
bedroom. The key to the door is in the mercenarys pocket
or it can be opened with a DC 10 Thievery check or DC 14
Strength check to break open. If the PCs do not come to the
farm girls aid and instead leaves, then the human
mercenary makes sure he sees them leaving before they
take the family on a wagon towards the Keep on the
Shadowfell. Two days later they try to return in disguises to
Winterhaven with the girl tied and gagged in a merchant
wagon, delivering her for sacrifice at the altar of Orcus in
the cellar of Bairwins shop.
2012-11-24
TACTICS
The human thugs stand guard at the door. However, at
the signal from their leader, they attack the characters.
The human mercenary focuses on the farm girl and
trys to use her life for negotiations, but he turns his
attention on the PCs if he is attacked. Although the
mercenaries are working in the service of Bairwin and the
cult of Orcus, they are practical opponents and flee if a fight
appears lost.
19

Illumination: Dim light.
Beds: These are fastened to the ground and flush with
the wall. They are difficult terrain.
Chairs: Chairs do not limit or restrict movement
through a square.
Tables: A table is tall enough that a Small creature can
move under it and gain cover from doing so. It costs 2
squares of movement to hop up on a table. A character can
use a standard action to tip over a table, which can then
grant cover for a standing creature or superior cover for a
prone creature.
Hearth: A low-burning fire provides warmth to the
room. The fireplace is built into the wall and does not affect
movement.
Wardrobes: These provide cover for someone
adjacent to it. These also count as difficult terrain.
Wolverine Rug: A character adjacent to the carpet
can use a standard action to make a DC 12 Strength check
to pull the carpet up. Any creatures in squares occupied by
the carpet must succeed at a DC 19 Acrobatics check or be
knocked prone.
Treasure: The human gang has 5 gp and 83 sp among
them regardless of how many the PCs defeat.
WHATS NEXT?
When the fight concludes, the player characters have
the opportunity to talk to the terrorized farm girl, Ilina, and
let her parents out of the locked bedroom.
Ilina tells the characters what the ruffian told her
before they came and rescued her and her family. They
said my parents were going to be sold as slaves, but for me
they had other plans. I was going to be sacrificed they said,
4 Human Thugs (T)
Level 1 Minion Skirmisher
Medium natural humanoid (human)
XP 25
HP 1; a missed attack never damages a minion

Initiative +0
Perception +0
Speed 6
TRAITS
Mob Rule
A human thug gains a +2 power bonus to all defenses while at
least two other human thugs are within 5 squares of it.
STANDARD ACTIONS
m Club (weapon) * At-Will
Hit: 4 damage.
Str 14 (+2)
Con 12 (+1)
Dex 10 (+0)
Int 9 (-1)
Alignment evil
Equipment club
Skills Streetwise +7
Str 16 (+4)
Dex 14 (+3)
Con 15 (+3)
Int 10 (+1)
Wis 11 (+1)
Cha 12 (+2)
Alignment evil
Languages Common
Equipment chainmail, longsword, crossbow with 20 bolts
2 Human Ruffians (R)
Level 2 Skirmisher

HP 37; Bloodied 18
Speed 6
TRAITS
XP 125
Initiative +6
Perception +1
Combat Advantage
Wis 10 (+0)
Cha 11 (+0)
The human ruffian deals an extra 1d6 damage on melee and

ranged attacks against any target it has combat advantage
against.
STANDARD ACTIONS
Languages Common
m Mace (weapon) * At-Will
Human Mercenary (M)
Level 3 Soldier

HP 47; Bloodied 23
Speed 5
STANDARD ACTIONS
XP 150
Initiative +5
Perception +6

Hit: 1d8 + 6 damage, the target is marked until the end of the
human mercenarys next turn.
M Press the Advantage (weapon) * Recharge 5 6
Requirement: Longsword
Hit: 1d8 + 9 damage, and the target is pushed 1 square and
dazed (save ends).

Hit: 1d8 + 5 damage, and the ruffian can shift 1 square.
R Dagger (weapon) * At-Will
Attack: Ranged 10 (one creature); +7 vs. AC
Hit: 1d4 + 5 damage, and the ruffian can shift 1 square.
M Dazing Strike (weapon) * Recharge when the attack misses
Hit: 1d8 + 5 damage, and the target is dazed until the end of the
ruffians next turn (save ends).
Effect: The ruffian can shift 1 square.
Skills Stealth +9, Streetwise +7, Thievery +9
Str 12 (+2)
Dex 17 (+4)
Wis 11 (+1)
Con 13 (+2)
Int 10 (+1)
Cha 12 (+2)
Alignment evil
Languages Common
Equipment leather armor, mace, 4 daggers
R Longbow (weapon) * At-Will

2012-11-24
20
but first they wanted to have some fun. I am lucky to be

alive. If you hadnt passed by and heard my screams, we
would have been lost.
The family thanks them for what they have done, but they
are poor and can not give them any money in return.
If the players take some of the thugs alive for
questioning and succeed on an opposed Intimidate versus
Will check they surrender and offer the characters
information in exchange for their life. If the PCs accept,
they say:
Kalarel is the mastermind! We supply him with goods
and food up in the old keep in the mountains. My contact in
the town is Bairwin the shopkeeper; he is secretly running a
cult of Orcus in the basement of his shop. He sent us out to
gather virgin girls or boys for his ritual to the Blood Lord.
Once the thugs have offered their information, they try
to cajole the PCs into letting them go, and the PCs would be
cruel to kill them. If the PCs insist on bringing them back to
town as evidence of the cult activity, they look for every
opportunity to escape.
Bairwin Leader of Orcus cult in Winterhaven
2012-11-24
21
CULT OF ORCUS
SET UP
Whether the characters confront Bairwin directly or
attempt to apprehend him on behalf of Lord Padraig, the
shopkeeper flees into the backroom at the first sign of
danger. Characters following him find a secret door ajar in
the shops backroom. The door opens into a narrow
stairway that spirals downward into darkness.
Bairwin purposefully leaves the door ajar, hoping to
lure the characters after him so he can confront them with
his allies. Two skeleton warriors stand vigilantly near the
entrance to the underground shrine. Two cultists stand near
the altar with Bairwin behind them, ready for the attack.
2 orcus cultists (C)
2 skeleton warriors (W)
Bairwin, cult leader (B)
When the characters enter the area, read:
Shadows dance in the room, the only light comes from
a few candles lining the walls, burning with flickering,
orange flames. The smell of death and decay meets you.
Three rows of pews lead up to an altar. A long, black carpet
with silver embroideries of skulls, bones and vile pictures of
the demon prince of undeath, leads up to the front. Several
dark-clad figures stand around the room, poised for action.
You see Bairwin in front of the altar calling out to his
Master, We promise our souls to you Lord Orcus, we eat of
your flesh and drink of your blood, and through You we
will gain life everlasting. We will overwhelm the world in a
tide of undeath, and even the gods will perish at your feet O
Lord of Blood. We will show no mercy; as suffering and
torment are the fuel that will empower your ascent, O
Great Master
TACTICS
The creatures occupying this room attempt to engage
the PCs near the entrance where the carpet begins. The
skeleton warriors, clad in dark robes, attempt to block the
main corridor, forcing any PCs to move through the pews if
they want to reach Bairwin.
Bairwin, Cult Leader (B)
Level 3 Controller
Medium natural humanoid
XP 150
HP 47; Bloodied 24
Speed 6
STANDARD ACTIONS
Initiative +2
Perception +3
Low-Light Vision
m Quarterstaff (weapon) * At-Will

Attack: Melee 1(one creature); +8 vs. AC
R Nights Veil (necrotic) * At-Will
Attack: Ranged 10/20 (one creature); +6 vs. Fortitude
Hit: 2d8 + 5 necrotic damage, and the target is blinded (save
ends).
C Darkness Unleashed (necrotic) * Encounter
Attack: Close burst 2 (creatures in burst); +6 vs. Fortitude
Hit: 1d4 + 5 necrotic damage, and the target is pushed 2 square
and blinded until the end of Bairwins next turn.
Skills Nature +8, Religion +7
Str 13 (+2)
Dex 12 (+2)
Con 15 (+3)
Int 12 (+2)
Wis 14 (+3)
Cha 18 (+5)
Alignment evil
Languages Common
Equipment leather armor, quarterstaff
2012-11-24
The orcus cultists move through the pews when

necessary, striking at the PCs flanks and then using shadow
shift and a move action to retreat out of reach.
Bairwin remains in the back, blinding the PCs with
nights veil so the skeleton warriors can gain combat
advantage and attempt to keep them in place with their
long swords. Bairwin and his followers are utterly devoted
to Orcus and to Kalarels plan, and they gladly fight to the
death.
2 Skeleton Warriors (W)
Level 3 Soldier
Medium natural animate (undead)
XP 150
HP 45; Bloodied 23
Speed 5
Immune disease, poison; Resist 10 necrotic;
TRAITS
Speed of the Dead
Initiative +6
Perception +3
Darkvision
When making an opportunity attack, the skeleton warrior gains

a +2 bonus to the attack roll and deals an extra 1d6 damage.
STANDARD ACTIONS
Hit: 1d8 + 6 damage, and the target is marked until the end of
the skeletons next turn.
Skills Nature +8, Religion +7
Str 15 (+3)
Dex 17 (+4)
Con 13 (+2)
Int 3 (-3)
Wis 14 (+3)
Cha 3 (-3)
Alignment unaligned
Languages
Equipment chainmail, longsword, light shield
22

2 Orcus Cultists (C)
However, a PC making a DC 13 Perception check might

notice a seam along the wall.
Level 2 Skirmisher
Medium natural humanoid, human
XP 125
HP 38; Bloodied 19
Speed 6
TRAITS
Initiative +6
Perception +1
Low-Light Vision
Secret Room: This room contains a set of shelves

along the west wall and a small chest that sits along the
south side of the room (see Treasure below).
The shelves contain a dozen identical volumes of
devotions to Orcus. Many of the books are more mundane,
including treatises on history that detail the Blood Lords
exploits. Several of the tomes, although not actual ritual
books, describe rituals of unbinding. A few books describe
the history of the Thunder Peaks, and PCs who take the
time to peruse the books might (with a DC 13 Perception
check) notice a book that speaks about the Keep on the
Shadowfell and the ancient rift it was created to guard (See
The Rise and Fall of the Nareth Empire in the Player
Handouts section).
Combat Advantage
The orcus cultist deals an extra 1d6 damage on melee and
against.
STANDARD ACTIONS
m Short Sword (weapon) * At-Will
M Shadows Wrath (necrotic, weapon) * Recharge 5 6
Attack: Melee 1 (one creature); +5 vs. Fortitude
Hit: 1d6 + 4 necrotic damage and ongoing 5 necrotic damage
(save ends).
MINOR ACTIONS
Shadow Shift * At-Will
Effect: The orcus cultist shifts 1 square as a minor action.
Skills Stealth +9
Str 12 (+2)
Con 14 (+3)
Dex 16 (+4)
Int 12 (+2)
Wis 10 (+1)
Cha 9 (+0)
Alignment evil
Languages Common
Equipment black robe, short sword

Illumination: Dim light; candles burn with orange
flames throughout the room. Although Bairwin and the
servants are human, the blessing of Orcus has granted them
low-light vision. Unless the PCs provide light, the enemies
in this room have concealment against characters without
low-light vision.
Carpet: This carpet is patterned with the grotesque
display of Orcus, and it is a sacred object of the shrine. The
carpet grants followers of Orcus (Bairwin and his cohorts) a

+1 bonus to all defenses. A character can make a DC 21
Arcana check to notice that enemies on the carpet are
benefiting from this object. If the object is removed from
the shrine, it loses its magical properties.
Pews: These pews are constructed of a dark wood.
They are difficult terrain. Also, a character might note with
a DC 13 Intelligence check that the pews occupying the
room appear capable of accommodating a much larger
group than the creatures currently occupying the room. A
PC who notes this might realize that the cult has other
followers within the towns environs. Although this
adventure does not call out any other cult members, you
should feel free to include moreperhaps members of the
cult seek revenge on the PCs for their actions by attacking
them while they sleep in Wraftons.
Secret Door: The southeastern corner of the room
consists of brick and mortar, like the rest of the shrine.
These books are part of Kalarels library, which he has

already studied thoroughly. He has left them in Bairwins
keeping now that his ritual is on the verge of completion.
The shelf does contain one ritual book, which a
character making the Perception check noted above can
identify. The ritual book contains comprehend languages.
Also, on the top of the shelves is a correspondence
between Kalarel and Bairwin. See the Players Handouts for
a player copy. It reads as follows:
Your latest shipment of supplies should meet the keeps
needs until the ritual is finished, which should be any day
now. I will send word if we require anything else. Rest
assured that you will be rewarded for your actions on
behalf of Orcus once the rift to Shadowfell and his dark
kingdom is opened.
Kalarel
Treasure: The chest contains 200 sp and 100 gp.
2012-11-24
23
SLAVER ENCOUNTER
SETUP
A group of hobgoblins belonging to the Bloodreavers in
Thunderspire Mountains are camped a short distance from
Shadowfell Keep. They use this outcropping as a place to
stay and keep slaves they buy until they are ready to return
to the Bloodreavers. This trip, the pickings have been slim,
and the slavers have stayed longer than they prefer. They
were pleased to buy some captives from kobolds near
Winterhaven (which explains the kobolds riches) but are
still not satisfied with their take. They are about to break
camp to take the few remaining slaves back to the
Thunderspire Labyrinth.
Allow the players to place their miniatures on the
southeast end of the road on the tactical map.
Run this encounter after the PCs have picked up clues
in the Keep that the captured farmers from Winterhaven
are not kept at the Keep, but are to be shipped to the
Tunderspire Mountains.
This encounter includes the following creatures.
1 hobgoblin subcommander (C)
4 hobgoblin grunts (M)
2 hobgoblin soldiers (S)
PERCEPTION CHECK
DC 13: You hear what sounds like soft weeping
through the forest on your right and notice bent branches
indicating someone has recently passed that way from here.
DC 21: At the same time, you think youre being
watched.
If the PCs do not succeed on the DC 13 Perception
check, the hobgoblins attack with surprise when the softest
target (generally a wizard or warlock) looks most
vulnerable. With success on the DC 13 check but not the
21 check, the slavers attack with surprise only after the PCs
get a chance to arrange their formation or when one
character steps into the woods. With a Perception check of
21 or greater, the PCs detect the hobgoblin soldiers (S) and
2 Hobgoblin Soldiers (S)
Level 3 Soldier
Medium natural humanoid (goblin)
XP 150
HP 47; Bloodied 24
Speed 5
TRAITS
Phalanx Soldier
Initiative +7
Perception +3
Low-Light Vision
The hobgoblin soldier gains a +2 bonus to AC while at least one

hobgoblin ally is adjacent to it.
STANDARD ACTIONS
m Flail (weapon) * At-Will
there is no surprise round. Roll initiative when the

hobgoblins attack or when the PCs detect the slavers. The
woods provide cover but do not hinder movement.
When combat begins, read:
Low grunts in a growling tongue escalate to shouts
when your attackers big, brutish goblins are sure
theyve been seen.
1 hobgoblin archer (A)
TACTICS
As the PCs enter the area, read:
Each hobgoblin stays beside at least one other during

this fight, especially the two soldiers. The soldiers and the
subcommander trigger opportunity attacks if able to benefit
from phalanx soldier against the attack. Once combat
begins, the soldiers move into battle with the
subcommander while the grunts move to provide flanks.
The overgrown path meanders through the forest,

revealing a stone promontory abutting the road.
The archer appears atop the great rock, firing down into the
fracas. When the subcommander hits a PC, all the other
hobgoblins attack that target. Once two or fewer hobgoblins
remain standing, they retreat, calling out insults and
swearing revenge from the Bloodreavers. If the PCs are
defeated, they awake in chains.
2012-11-24

Hit: 1d10 + 5 damage, the target is marked and slowed until the
end of the hobgoblin soldiers next turn.
M Formation Strike (weapon) * At-Will
Requirement: Flail
Hit: 1d10 + 5 damage, and the hobgoblin soldier shifts 1 square
provided it ends in a space adjacent to another hobgoblin.
TRIGGERED ACTIONS
Hobgoblin Resilience * Encounter
Trigger: When the hobgoblin warcaster suffers an effect that a
save can end.
Effect (Immediate Reaction): The hobgoblin warcaster makes a
saving throw against the triggering effect.
Skills Athletics +10, History +8
Str 19 (+5)
Dex 14 (+3)
Con 15 (+3)
Int 11 (+1)
Wis 14 (+3)
Cha 10 (+1)
Alignment evil
Languages Common, Goblin
Equipment scale armor, heavy shield, flail
24

4 Hobgoblin Grunts (M)
Level 3 Minion Soldier
XP 38
Phalanx Soldier
The hobgoblin grunt gains a +2 bonus to AC while at least one

STANDARD ACTIONS

Trigger: When the hobgoblin grunt suffers an effect that a save

can end.
Effect (Immediate Reaction): The hobgoblin grunt makes a saving
throw against the triggering effect.
Str 18 (+5)
Dex 14 (+3)
Con 15 (+3)
Int 10 (+1)
Wis 13 (+2)
Cha 9 (+0)
Alignment evil
Equipment leather armor, light shield, longsword
Cliffs: The cliffs in this area are difficult terrain and

can provide cover when target is behind the cliffs.

Trigger: When the hobgoblin archer suffers an effect that a save
can end.
Effect (Immediate Reaction): The hobgoblin archer makes a saving
Str 14 (+3)
Dex 19 (+5)
Con 15 (+3)
Int 11 (+1)
Treasure: If the PCs defeat the hobgoblin slavers, they

find the weapons noted in each hobgoblin stat block, as well
as a potion of healing, 33 gp, and 20 sp.
Clues: Examination of the hideout reveals two
merchants and their two surviving guards and a family of
four, chained. There is no indication that any other slavers
were stationed here. They are relieved to have an escort
back to Winterhaven; otherwise, they are able to return to
the town on their own.
Wis 14 (+3)
Cha 10 (+1)
Alignment evil
Equipment leather armor, longsword, longbow, arrows (30)
Hobgoblin Subcommander (C)
2012-11-24
Initiative +7
Perception +8
Low-Light Vision

Hit: 1d10 + 5 damage, and the hobgoblin archer grants an ally
within 5 squares of it a +2 bonus to its next ranged attack roll
against the same target.
TRIGGERED ACTIONS
Trees: The trees in this area are difficult terrain and

provide normal cover.
XP 150
HP 39; Bloodied 20
Speed 6
STANDARD ACTIONS

Hit: 6 damage.
TRIGGERED ACTIONS
Illumination: Bright light, or if the PCs are traveling

by night, dim light. PCs approaching the area with light
sources cannot use Stealth.
Level 3 Artillery

Initiative +4
Perception +1
Speed 6
Low-Light Vision
TRAITS
Hobgoblin Archer (A)
Level 3 Soldier (Leader)

HP 47; Bloodied 23
AC 19; Fortitude 19, Reflex 16, Will 17
Speed 5
TRAITS
Lead from the Front
XP 150
Initiative +6
Perception +5
Low-light vision
When the hobgoblin hits an enemy with a melee attack, the

hobgoblins allies gain a +2 bonus to attack rolls and damage
rolls against that enemy until the end of the hobgoblins next
turn.
25
STANDARD ACTIONS
m Spear (weapon) * At-Will
Effect: The hobgoblin marks the target until the end of the
hobgoblins next turn.
MINOR ACTIONS
C Tactical Deployment * Recharge 5 6
Effect: Close burst 5 (allies in the burst). Each target can shift up
to 3 suares.
TRIGGERED ACTIONS
Trigger: The hobgoblin is subject to an effect that a save can end.
Effect (Immediate Reaction): The hobgoblin can make a saving
Skills Athletics +10, Intimidate +6, Stealth +8
Str 19 (+5)
Dex 14 (+3)
Wis 15 (+3)
Con 15 (+3)
Int 12 (+2)
Cha 10 (+1)
Alignment evil Languages Common, Goblin
Equipment scale armor, heavy shield, spear
2012-11-24
26
SHADOWFELL KEEP
O Master, I hear the steps of your cloven hooves

echoing through the shadows. I will do as you have told
me.
THE TOMBS
Who are all these faces that try to stop me. Are they
shadowy memories from another life? Master,
enlighten me.
Blood and shadows. Blood for shadows.
The PCs will find old writings in blood on the walls

when they enter Area 1. The writings then continue into the
Tomb areas (5 and 7). These are the remains of Sir Keegans
rampage through the Keep. Sir Keegan wrote on the walls
with his fingers and hands, drenched in blood from the
soldiers he had killed.
Area 8:
The door. I must find the door. So much blood. Cant

see. Shadows everywhere
The PCs can find the following dark red scripts on the
walls of the different areas:
No they have tricked me Master. They have locked me

in. Release thy servant
Area 1:
No master. Please no. I do not want to see. Do not show

me. Dont abandon me Master. I want to be in your
shadow
What have I done? NO
Bahamut forgive me. This is the end.
The Whispering in my head will it ever end?
Traitors! They are all traitors to the Blood Lord!!
Blood. All the Blood. It is all for thee my Lord!
The little girl, who was she? Her blood tasted like
copper, but O so sweet. Master, who was she?
Area 5:
The Shadows are whispering to me. They tell me

secrets. They tell me to do things horrible things.
There are shadows in my head and blood on my hands.

Who am I? When will it end?
Get away from me. I do not want to see! NOO!
Sweet blood thou are my river and master
The horned one is calling in my dreams, showing me

things. Things that I have to do. He is my Master, he is
my Lord.
Area 7:
The door. I must open the door. He will be waiting for

me on the other side
THE SHADOW DREAMS

The weakening of the Seal binding the rift to the
Shadowfell has started to affect the villagers in
Winterhaven. The PCs will experience its effect first hand
when they approach the keep. When the PCs take an
extended rest close to the keep or inside the keep, they will
have very bad dreams. This results in them reducing their
daily amount of healing surges by one (to a minimum of 2
healing surges), for every extended rest they take, as a result
of them being exhausted when they wake up.
If the PCs leave the keep and return to Winterhaven
and take an extended rest there, their maximum daily
amount of healing surges are restored to normal. Returning
to the keep starts the process again, counting down from
the maximum again.
2012-11-24
Read the following text when the PCs wake up. Start
with one paragraph and then add a new paragraph every
time they take an extended rest at the keep (even if they go
back to Winterhaven in between, as this adds a sense of
urgency to the players):
(1) You wake up with a scream of terror, drenched in
sweat. You have had dreams, bad dreams, nightmares of
shadows and blood. You were walking in endless dark
corridors, surrounded by whispering voices from the
shadows, beckoning you onwards.
(2) Lost in the darkness you finally came to an end of
the labyrinth, a large empty room with a huge door at the
other end. You could hear voices from the other side of the
door. Some sounded familiar, beckoning you to open the
door.
(3) You walked into the room. It was raining, droplets
falling from the shadows above, tears gathering on the
dusty floor, forming pools of water pouring towards the
door, feeding it.
(4) You looked at your hands and saw that they were
covered in blood. It was dripping blood from the shadows.
Blood soaking the slippery floor beneath your shoes,
trailing towards the door and the door answered.
(5) The door opened in silence. It opened into shadows,
like a pool of darkness staring at you. The voices grew
louder in your head. Feed us, feed us. Only your blood will
quench our thirst, they said, and you screamed in terror.
(6) Shadowy arms were reaching out for you from the
portal. You saw faces in the rift, faces of dead friends
begging you to release them. Begging you to make the final
sacrifice.
(7) You took your knife and exposed your wrists to the
door of shadows. I do this for you, you cried, but no tears
27

came. The knife opened your wrist, blood trailing a river
over the floor and into the shadows.
(8) Thank you. Come be with us. Join with us and the
Blood Lord, they whispered and you followed them into the
Shadows.
AREA 11: WATER CAVE
(9) The horned one welcomed you as you screamed in

terror
Some changes are needed for this encounter to fit into

the overall story. The background story as well as the
treasures in the cave need slight modification. There is a
twist to the story that may be used to the PCs advantage
when facing the hobgoblins on the second level of the keep.
I have also placed the treasures at the bottom of the pool.
AREA 8: SIR KEEGANS TOMB
WATER CAVE HISTORY
Once my players found the Shadowfell Keep I realized

it was going to be hard to get them to go back to
Winterhaven for Interlude Three: The Dead Walk.
Therefore I used Sir Keegan to warn them about the
undead attack
KEEGANS DUTY
Q: WHAT CAN WE DO TO HELP YOU?

I am past redemption. But perhaps I can grant you aid. I
cannot leave this crypt, but Aecris can. Perhaps this elegant
weapon, unlike me, can be redeemed. I give it to you that you might
purge Shadowfell Keep of those who work to open the rift. Seek
Bahamuts boon at the altars outside and perhaps he too will grant
you aid.
But I will also have to warn you. You are facing a terrible foe
that is turning the dead against the living. As we speak actions
have been taken that will plague the streets of Winterhaven with
undead. Children will have to face their dead loved ones in battle
unless you rush to their aid. You will find no love or mercy from
the Prince of Undeath.
When Shadowfell Keep was first built, the pool inside

this small cave served as the castle cistern. On a normal day
several keep residents, mostly cooks and servants, visited
the cave regularly.
The passage leading to the pool was open until the
fateful day when two children wandered into the area and
drowned when they stepped off the edge into water that
was too deep for them to wade in. After their bodies were
discovered and removed from the pool, the area was sealed
off to prevent further accidents.
Subsequently, after Sir Keegan went mad and engaged
in his killing spree, the keep was abandoned and the cistern
stagnated. Over the decades since that time, creatures have
used the cave as a source of water.
A few months ago, the Warlord Krand of the
Bloodreavers started to realize that something was not right
in the Thunderspire Labyrinth. In order to understand what
was ongoing he sent a letter to his Warchief Taak to find
out what Kalarel really was up to. Warchief Taak was
foraging and did not receive the letter. Instead his loyal
bodyguard Garek read it and decided to find out himself.
He and another hobgoblin went against Kalarels strict
orders and entered the Cathedral of Shadow to try to learn
what the priest was up to. When they understood that
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Kalarel was trying to open a rift to the Shadowfell to

unleash undeath and darkness over the living world, they
realized the full magnitude of what the dark priest was
undertaking. There would be no place for the living in the
land of Orcus, human or hobgoblin alike. But before the
two hobgoblins could bring back the truth to Taak and the
Bloodreavers, they were caught by Kalarels dark servants.
Kalarel ordered his undead servants to drown them in the
cistern, fill their pockets with stone and let them sink to the
bottom.
The dead bodies in the water beckoned to something in
the Underdark something vile crawled forth from the
depths. A morass of hunger without shape or mind, the
form had only an insatiable appetite and quietly waited for
more creatures to feed upon.
When other goblins and hobgoblins came to fetch
water they were quickly overcome by the amorphous
creature. After several more goblins and hobgoblins died
trying to remove this pestilence from the water, Kalarel
prohibited any of his followers from entering the area. Not
because he cared about their lives, but what he feared they
might discover. Kalarel now made it clear that any one
entering the Cathedral of Shadows would face death, as any
intrusion would risk his delicate work. What that delicate
work was, no one dared to ask
TACTICS
As in the Keep on the Shadowfell, except there is no
island. Most of the pool is only knee deep water, but in the
center is an underwater chute, roughly 15 ft. wide and
going down 50 ft. to the bottom of the well.
The Blue Slime lays hidden in the chute completely
submerged. The treasures are all residing on the bottom of
the well.
28

If an opponent is dazed and weakened by the stench
pulse the Blue Slime tries to grab it and pull it underwater,
down the chute.
Potion of Healing: As a standard action, drink this

potion and spend a healing surge. Instead of the hit points
you would normally regain, you regain 10 hit points.
Shield of Protection: As a standard action, once per
encounter, this large shield (value 680 gp) provides you and
an adjacent ally with resist 5 to all damage until the end of
your next turn.
Message Cylinder: Within this wooden tube are two
sheets of vellum.
One sheet contains a map (see Players Handouts) that
shows the map from the entrance of Thunderspire
Mountains and the Labyrinth inside, in relation to the
location of Shadowfell Keep.
The second vellum sheet holds a letter written in
goblinoid, which reads as follows if translated (see Players
Handouts):
Saa (Greetings), Shava (Sword Brother) Traak.
Strange things are happening in the Labyrinth and the
Seven-Pillared Hall. I am starting to question what our
oath-brothers are doing. Find out the real purpose of what
this high priest Kalarel is doing in the Keep.
Lhevk-ruh (Skilled Warlord) Krand
of the Bloodreavers
THE TREASURE
Treasure: A pile of leavings from the slimes past
victims, plus the skeleton and remnant of the possessions of
Warchief Taaks bodyguard, is gathered on the bottom of
the pool. The pool is 50 ft deep. See the House Rules for
underwater swimming in the Appendix. This loot includes
157 sp, 33 gp, a potion of healing, a shield of protection,
and a waterproof wooden message cylinder.
If this letter, along with bodyguard Gareks shield is

brought to Warchief Taak (which is the only hobgoblin
who can read) the PCs have a chance to negotiate peace
with the hobgoblins and learn more secrets about the keep
and Kalarel (see Area 14).
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29
AREA 14: WARCHIEFS ROOM

Encounter Level 5 (1,002 XP)
As I have changed Irontooths background into
belonging to the hobgoblin Bloodreavers Tribe, the
hobgoblin Warchief, which I named Taak, is an easier
challenge than Irontooth, 200 XP versus 300 XP. I decided
to increase the challenge of the Warchiefs Council Room
to encounter level 5. I changed Taak the Warchief to an
elite opponent worth 400 XP.
NEGOTIATIONS
If the players found the remains of Taaks bodyguard
Garek at the bottom of the water cave (Area 11) they have
proof that Kalarel had the guards killed.
In this skill challenge, one or more adventurers attempt
to convince Taak that Kalarel has betrayed them and that
they should let them through or even help them against the
priest.
Setup: The lead negotiator (the PC with the highest
Diplomacy) initiates the negotiations with Taak, but other
players may be needed to convince him that there is a real
threat from Kalarel and his machinations.
Level: This is a 5th-level challenge.
Complexity: 3 (requires 8 successes before 3 failures).
Primary Skills: Diplomacy, Arcana, Religion.
1 Diplomacy (DC 22): Convince Taak that he should be
listening to what they are saying.
Intimidate (DC 22): Taak does not listen to weaklings, so

the PCs have to show him that they are fierce enough to be
worthy of his time.
Religion (DC 15): Convince Taak that the evil plans of
Kalarel, a high priest of Orcus will harm the hobgoblins as
well as anything not undead. Showing Taak evidence of
Kalarels intentions by showing him the book about The
Rise and Fall of the Nareth Empire gives the PCs a +2
bonus on the check.
Arcana (DC 15): Convince Taak that there is a real
threat of a rift forming into the Shadowfell, pouring
darkness and undeath over into the world. Players showing
the Mirror of Shadow can use it to give proof that Kalarel is
initiating a ritual to open a rift to the Shadowfell, gaining a
+2 bonus on the check.
Insight (DC 15): Grant insights to Taak showing him
how Kalarel has been using the hobgoblins for his own
means, while the planning for their deaths in the end.
Success: If the adventurers gain 8 successes before
attaining 3 failures, they convince Taak about Kalarels
betrayal. Taak takes his Bloodreavers and leaves the keep,
heading back to Tunderspire Mountains. Successfully
completing this skill challenge earns the adventurers the
full encounter reward (1002 XP).
Failure: If the adventurers attain 3 failures before
gaining 4 successes, Taak is not convinced and remains
faithful to Kalarel. He attacks the party and tries to kill
them.
st
2nd Diplomacy (DC 15): Convince Taak that Kalarel was

behind the death of his bodyguard Garek. If they show the
letter from the Water Cave, they get a +2 bonus on the
check. If they also show Gareks shield they get another +2
bonus on the check.
Taak Hobgoblin Warchief (G)

HP 128; Bloodied 64
Speed 5
Saving Throws +2; Action Points 1
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Level 5 Elite
Soldier (Leader)
TRAITS
Lead from the Front
When Ta'ak hits an enemy with a melee attack, the hobgoblins
allies gain a +2 bonus to attack rolls and damage rolls against
that enemy until the end of the hobgoblin warchief's next turn.
Warlord Tactics
Tra'ak and his allies deal an extra 1d6 damage against enemies
that Tra'ak flanks.
STANDARD ACTIONS
Effect: Ta'ak marks the target until the end of the hobgoblin
warchiefs next turn.
MINOR ACTIONS
C Commander's Strike * At-Will 1/round
Effect: Close burst 5 (one ally in the burst). The ally makes a
melee basic attack as a free action.
to 3 squares.
TRIGGERED ACTIONS
Str 20 (+7)
Dex 14 (+4)
Wis 16 (+5)
Con 16 (+5)
Int 12 (+4)
Cha 10 (+2)
XP 400
Initiative +6
Perception +5
Low-light vision
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AREA 16: CHAMBER OF STATUES
AREA 18: CATHEDRAL
This room presented no challenge to my players when

I played it, as they easily got past the warrior statue and
avoided the dragon statues.
I have made some changes to the description of the

room to make the experience more dark and evil. I mean
this is Orcus we are talking about, right?
In order for this room to be a challenge, the reach of

the warrior statue need to be extended so that there is no
easy way to get past it (see map below).
When the adventurers enter the cathedral from

the western edge of the map, read:
Look at the Monster Update Guide for the new damage

statistics for the traps as well, which will make the room
more dangerous as well.
The room is shrouded in shadows. The only light

emanates from four blue-green crystal columns, sculpted
into screaming skulls and bones piled into pillars. A dais
along the eastern wall holds a large altar bin filled with
blood. Three naked human bodies hang upside-down from
the roof, their wrists and throats slit. You can still hear
their moaning, even though they ought to be dead. Some
unholy power seems to keep them alive, allowing their
blood to continue to drip into the altar bin below. A leering
statue of a ram faced demon stands behind the altar
holding a skull capped wand.
Crimson streams of dark coagulated blood trail across
the floor from the altar bin and terminate at a grate
covering a hole in the middle of the floor of this shadowy
cathedral. A mosaic of a grotesque demon head surrounds
the grate. A human in dark robes stands in front of the
altar, knife raised high, slicing at the bodies, singing the
praises of the demon lord Orcus! A tattoo of a rams skull
covers the mans face. O Great Master, Lord of Blood, we
promise our souls to You Lord Orcus, we eat of your flesh
and drink of your blood, and through You we will gain life
everlasting. Receive this offering of blood and shadow, and
bless us with your darkness!
The 3 bodies are beyond salvation and die as soon as
they are taken away from the altar that is sustaining them.
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31
AREA 19: THE SHADOW RIFT

SETUP
I have made some small changes to the description in
this room as well.
As the adventurers arrive in this chamber, read:
Darkness and dripping blood surround you as you
climb down the slippery chains of the demon pit. You
descend into a twisted nightmare. Crimson streams of
blood spill from above and form a pool in the center of the
chamber. You land in its middle, ankle deep in coagulated
blood, with the smell of copper and decay in your nostrils.
A yawning, black portal of shadows dominates the
northern wall of the chamber. Something strains against
the darkness within, wisps of shadow forming hands and
faces, reaching out, straining against it as if it were a thin
film keeping back vicious clawed beasts within. A set of
blazing runes has been inscribed on the floor before the
portal. Echoing whispers from a hundred dim voices can be
heard from the portal, chanting for you, beckoning you to
open the rift.
Opposite the portal, a massive statue of Orcus stands.
It points toward the shadow portal with a skull-capped
wand, as if ordering it to rupture.
To the east, a series of steps lead to a platform where a
small pit is flanked by two smaller statues of Orcus. A
shadowy form with two piercing eyes of fire and undeath
stares at you and fills your hearts with fear.
To the west another set of steps ascends to an altar of
bone flanked by wide pillars. A human clad in heavy armor
and carrying a skull-capped rod stands behind an altar
filled with books and scrolls, two skeletons guarding him.
His eyes are closed, and a book rests open before him. He
chants a low, droning prayer. O Prince of the Undead,
Master of Decay, Bane of Life, we thrive in your shadow.

Deliver unto us eternal unlife and fill the world with blood
and shadows, O thou Lord of Misery!
Complexity
REVERSING THE RITUAL
3 (8 successes before 3 failures)
The final encounter in H1 Keep on the Shadowfell

provides a straight-up battle to defeat the villainous Kalarel
and close the rift to the Shadowfell. That approach works
fine, but we know that some characters might want to use
other methods for saving the world. The following skill
challenge is designed for just such characters. I have
updated it to reflect the Errata in DMG for skill challenges.
The adventurers burst into the chamber where Kalarel
works to complete the ritual that will open the rift to
Orcuss temple within the Shadowfell. As the battle plays
out, Kalarel abandons his ritual book on the altar and
teleports into the evil magic circle that stands before the
partially opened Shadow Rift. While defeating Kalarel will
disrupt the ritual and allow the rift to close, an enterprising
adventurer or two with skill and daring might decide to
reverse the process by using the ritual itself. If this happens,
use the following skill challenge as part of the overall
combat encounter taking place in Area 19.
When the player tries to reverse the ritual, read:
You study the rite for a few moments, and then you
begin to unravel its magic.
Closing the Portal
Level 6
Skill Challenge
XP 750
One or more adventurers attempt to reverse the partially

completed ritual in order to close the Shadow Rift. This
challenge takes place while the PCs battle Kalarel and his
undead servants.
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The PCs must unravel the ceremony and perform

specific procedures to reverse the effects of the
uncompleted ritual.
Primary Skills
Arcana, Heal, Religion
Secondary Skills
Endurance
Success
If the adventurers gain 8 successes before attaining 3
failures, they reverse the progress of the ritual and close
the Shadow Rift. Kalarels ritual book is consumed in a
burst of black fire.
Failure
If the adventurers attain 3 failures before gaining 8
successes, the magical energy of the Shadow Rift
stabilizes. Necrotic energy surges through Kalarels ritual
book and the altar to strike all of the characters
attempting this skill challenge. Each of these characters
loses one healing surge. A character with no healing
surges remaining takes damage equal to his or her level.
The ritual isnt complete, but the partially opened rift
remains as such until either the adventurers defeat
Kalarel, or Kalarel defeats the adventurers and
completes the ritual as he originally planned.
Retrying
Yes, and with a cumulative +2 bonus on all checks as the
PCs gets more familiar with the region.
Arcana DC 15 (free action, 1/round, 1 success, 4
maximum successes) A failed check also causes the
energy of the ritual to attack the character who
attempted the check: +9 vs. Will; 1d8 + 6 necrotic
32

damage.
You can recall knowledge of magical effects and rituals and
determine the next step in reversing the effects of Kalarels
ritual.
Heal DC 23 (minor action, 1/round, 1 success, 2
maximum successes) If the check succeeds, the
character can spend 1 healing surge as a free action to
gain one success
You send positive life energy from your own body into the
necrotic ritual in order to help disrupt it.
Religion DC 15 (free action, 1/round, 1 success, 4
maximum successes) A failed check also causes the
energy of the ritual to attack the character who
attempted the check: +9 vs. Fortitude; 1d8 + 6 necrotic
damage.
You speak prayers and religious incantations to weaken the
power of Orcus in place to hold open the Shadow Rift.
Endurance DC 15 (immediate interrupt, when an
adjacent ally takes damage from a failed Arcana or
Religion check made as part of this skill challenge, no
success) If the Endurance check succeeds, the character
making the check takes the damage instead of the
triggering ally.
You step in front of the necrotic flow from the portal to allow the
necrotic energies to flow through you, damaging you instead of
your ally.
TACTICS
If and when the Thing in the Portal pulls Kalarel into
the Shadowfell rift, the Rod of Ruin is dropped on the
ground by Kalarels outstretched hand, as if he had been
burnt by it. The evil artifact (see Treasure) has left its
wielder and now rolls up in front of the nearest PC ready to
be picked up by another unknowing host, which can be

turned into a convenient tool to achieve the Rods goals.
TREASURE
In the original adventure, Kalarels rod of ruin is simply
an object that channels his evil power, not an item of
treasure. It functions as an ordinary staff in the hands of any
other creature.
I wanted to change this and make it into an evil artifact
that the players might feel tempted to use, but at a price
they might find too steep. At the same time I wanted it to be
reflecting Orcus and maybe trick the PCs into keeping it
instead of handing it over to the Church of Bahamut for
safe keeping.
You can find the details of the Rod of Ruin in the Magic
Items Appendix.
Among the notes and books Kalarel has gathered that
details the rituals for unbinding the Nareth seal and
opening the rift to the Shadowfell, the PCs can find a letter
to Kalarel from Paldemar in the Thunderspire Labyrinth
(see Players Handouts section).
The letter reads as follows:
Greetings Kalarel,
THE ROD OF RUIN

As you reach out and grasp the Rod of Ruin a
flash appears before your eyes and you feel as
though you are pulled away through time and space
to an age long forgotten.
The brightness clears and you find yourself
standing atop a precipice of a mountain, in full
battle gear, the rod in your hand. You are
commanding legions of demons and the undead as
they march upon your enemies. Into the feywild
they go, and you suddenly feel a slip of your power
as one by one the army falls to the arrows of the fey.
You feel each successful hit as suddenly you begin
to bleed from the mouth, choking on your own
fluids and finally fall, the rod slipping from your
grasp and tumbling into the chasm.
You awake lying in a pool of sweat back on the
floor of shadowfell keep, the rod in your hand. You
hear a whisper of a promise of power if only you will
keep it safe. The final words you hear before being
able to get up is seek Karavakos.
I am happy to hear that our plan is progressing so well

in Winterhaven. I approve of your suggested changes of the
ritual of Unbinding I gave you. I think you are on the right
track. The Nareth wizards seal will soon be broken and our
Dark Lords hordes will yet again walk the lands of the
living. Keep an eye on the Bloodreavers, they have started
to ask questions. If you need anything further just ask.
Your Master
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33
MAGIC ITEMS APPENDIX

THE ROD OF RUIN
Nearly two hundred years ago, a mighty tiefling wizard
named Karavakos made a fatal bargain. The twin threats of
minotaurs of the wild and rebellion from within threatened
his iron grip over the lands of his petty kingdom. In
desperation, Karavakos summoned a demon, a servant of
the mighty demon prince Orcus and asked for aid. The
demon whispered dark secrets to Karavakos, guiding him
into building an unholy cult of the demon prince Orcus in
his kingdom. In return the demon showed him a ritual and
an artifact that would create a gap between the worlds,
connecting one of Orcuss unholy Shadowfell sites to the
world. Karavakos, already a skilled magician, created the
Rod of Ruin and the necessary ritual to bridge the gap to
the Shadowfell. Skeletons, zombies, and demons flooded
through the rift into the light of day. A legion of abyssal
warriors came to march under his command, and he
stepped up his efforts to restore his tyranny over his domain
and subjects.
The Rod of Ruin
Heroic Level
This evil artifact was created by the wizard Karavakos under

influence of the Demon Lord Orcus Prince of the Undead. The
dark rod bears a resemblance to the much-feared Wand of
Orcus. A black skull crowns the rod and black tendrils of
necrotic energy and shadows play across the weapon like a dark
promise of decay and death. Old sages whispers in fear that the
purpose of the rod was not as a weapon, but as a tool to open a
rift to the Shadowfell, to bring darkness and undeath to the
world of the living.
and moaning can be heard from the skull.

Weapon: The Rod of Ruin is a +1 Morningstar with the
following properties and powers
Enhancement: Attack rolls and damage rolls
Critical: +1d6 necrotic damage
Property: Any power that uses necrotic energy does +2
on any damage rolls.
Property: When using a healing surge on yourself, you
gain -2 hit points on the healing surge.
Property: You can speak and understand the Abyssal
language and read the Barazhad script.
Power (Encounter Necrotic): Standard Action. Make
a ranged basic attack versus Fortitude with the weapon
against a target within 5 squares of you. All damage dealt
by this attack is necrotic damage and the target is
weakened (save ends).
Power (Daily Necrotic): Free Action. Use this power
when you hit with the weapon. Deal ongoing 5 necrotic
damage (save ends).
The Rod of Ruin is appropriate for characters in the
heroic tier and upward to the middle paragon tier.
GOALS OF THE ROD OF RUIN
Open a rift to the Shadowfell were Orcus undead

hordes can enter the world of the living.
Spread worship of Orcus across the world.
Release Karavakos from the Pyramid of Shadow.
Be wielded by a powerful living vessel, preferably a

powerful wielder of arcane magic who can perform the
ritual to open a rift to the Shadowfell.
Omen: The skull on the Rod of Ruin leaks black tendrils

of shadow and is icy cold to the touch. Faint whispers
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ROLEPLAYING THE ROD OF RUIN

The Rod of Ruin serves as a channel for the imprisoned
Karakvakos in the Pyramid of Shadow to reach out to the
living world. He can communicate with its owner through
telepathic whispers and suggestions that only the wielder
can hear. It is accompanied by an uneasy feeling of ice
pouring from the wielders hands and into the body and
heart of the owner. Sometimes Karavakos can transfer
visions of places in a dream-like state to the user, replaying
events from the past. All are in an effort to guide the owner
into achieving the goals of the Rod. Karavakos never reveals
his true identity, instead pretending to be the Rod of Ruin
speaking to the PCs.
CONCORDANCE
Starting Score
Owner gains a level
5
+1d10
Owner can cast at least one divine spell
+2
Owner creates undead creatures

(per occasion)
+1
Owner receives a vision from the Rod of Ruin
+1
Owner visits the Shadowfell
+2
Owner fights a battle without using the Rod of Ruin -2

Owner refuses to search for Karavakos or to enter
the Pyramid of Shadows
-2
Pleased (1620)
In shadow and undeath we shall thrive.
The Rod of Ruin (Karavakos) is pleased with its host
for now. It concentrates on advancing Orcus designs on the
world, confident that it has found an effective vehicle for its
34

ultimate goal of being released from the Pyramid of
Shadows.
Property: You take a -2 penalty to Heal and

Endurance checks.
Property: The Rod of Ruin acts as a +2 Morningstar on

attack and damage rolls. It provides +2d6 necrotic damage
on critical hits.
Property: The Rods item bonus to Arcana, Religion or
History checks related to Orcus and the Shadowfell
increases to +4.
Power (Encounter Arcane, Implement,

Necrotic): Standard Action. You can fire a beam of necrotic
energy from the Rod. Make a ranged basic attack versus
Fortitude with the weapon against a target within 5 squares
of you. A hit deals 2d6 + 5 necrotic damage and ongoing 5
necrotic damage (save ends).

Endurance checks.
Normal (511)
Power (Daily Divine, Fear, Implement): Standard

Action. The rod of ruin causes uncontrollable terror to grip
one enemy, causing him to instantly recoil. (Ranged 10).
The attack is made with Wisdom vs. Will. A hit causes the
target to move its speed + your Charisma modifier away
from you. The fleeing target avoids unsafe squares and
difficult terrain if it can. This movement provokes
opportunity attacks.
Ritual: The rod of ruin shares the knowledge of the
break shadowfell seal ritual with the wielder. A modified
version of the break portal seal ritual that only works on
sealed portals to the Shadowfell. It has much longer casting
time and component cost, but is not as complex as the level
8 ritual break portal seal.
Satisfied (1215)
The Blood Lord will reward the faithful with undeath.
The Rod of Ruin (Karavakos) is satisfied enough with its
wielder, but its still looking for a better one. Its content to
serve its wielder, but it occasionally sends a vision to trick
the possessor into a course of action that might release him
from the Pyramid of Shadow.
Property: The Rods item bonus to Arcana, Religion or
History checks related to Orcus and the Shadowfell
increases to +2.
At this point, the Rod of Ruin (Karavakos) is at war with

its possessor, and it wants to punish its host before moving
on to a more acceptable wielder.
Endurance checks.
BREAK SHADOWFELL SEAL

You break the seal of a closed portal to the Shadowfell,
allowing passage through the portal once again.
I can feel the power of the Abyss.

When the wielder first picks up the Rod of Ruin, the
Rod (Karavakos) is communicative, trying to set the terms
of the relationship and explain what activities the Rod
favors or abhors. It also tries to trick the user into keeping
the rod, in order to turn the wielder into a tool of
Karavakos.
Unsatisfied (14)
Orcus is whispering things to me. Horrible things.
The Rod of Ruin (Karavakos) believes that the wilder is
unlikely to satisfy its ambitions, so its actively seeks a better
wielder. But its evil enough to toy with the current host
first, even in dangerous situations.
Endurance checks.
Property: The healing surge penalty is increased to a 4 penalty.
Special: You take a -2 penalty to attack rolls and
damage rolls. This applies whether you are using or even
holding the Rod.
Level: 6
Component Cost: 1000 gp
Category: Binding
Market Price: 360 gp
Time: 10 Days
Key Skill: Arcana
Duration: Permanent
You break the seal that has severed the magical
connections that bind one place to the Shadowfell by way of
a portal. The completion of this ritual successfully opens
and activates a portal that has been sealed by magic.
Creatures, objects, or energy can freely pass through the
portal again. The portal becomes visible and tangible again.
At the completion of this ritual, make an Arcana check.
A sealed portal to the Shadowfell can be sealed again with a
seal portal ritual (Dungeon Magazine #160), but the
creature performing the ritual to seal the portal must make
an Arcana check that equals or exceeds the results of the
Arcana check you made when performing this ritual. You
can seal a portal you have opened by performing this ritual
on it again.
Angered (0 or lower)
Release me! You are not worthy of the Dark Lords blessing!
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35

Property: The healing surge penalty is increased to a 6 penalty (with a minimum of 1 hit point).
Special: Once per day at any time, the Rod of Ruin can
induce a horrifying vision in your mind. The Rod makes a
special attack against your Will defense, rolling 1d20 +
your level. If this attack hits, you are blinded and stunned
(save ends).
MOVING ON
Orcus punishes the living.
The Rod of Ruin (Karavakos) tries to kill the wielder by
calling on the power of undeath from its Lord. The
character is infested with Mummy Rot.
Disease: The Rod makes a special attack against your
Fortitude defense, rolling 1d20 + your level. If this attack
hits, you contracts mummy rot (Improve DC 15+2/3 of PC
Level; Maintain DC 10 + 2/3 of PC level, Worsen DC 9 +
2/3 of PC level).
For more information on Mummy Rot, see DMG p.49
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36
HOUSE RULES APPENDIX

UNDERWATER SWIMMING
When I wanted to add the treasures at the bottom of
the pool instead of on an island in the pool (why should the
blue slime take all the victims to the island rather than pull
them down underwater to consume them undisturbed?), I
realized that 4th Edition was very vague with rules related to
diving. Not only that, they were also quite unrealistic.
Example: If you take a double move action to swim at of
your normal Speed 6, you can swim for 30 rounds (which is no
problem in calm waters and with athletics as a class skill)
underwater, before having to roll for drowning. What does that
mean in reality? Well a character with Athletic +5 at first level,
could swim a distance under water in calm waters (DC 10) of:
2 (double move) x 6 (speed) x 0.5 (swim speed) x 30
(holding breath) x 5 ft x (75% + 25% [likelihood of failing
swim check] x 0,5 [swim speed for failed swim check]) =
788 ft
This means almost to a depth of 400 ft and then back without
any major problem!!!! You dive at a speed of 3 mph or 4.7km/h.
Something is wrong here. Most people would be uncomfortable
with swimming down 20 or 30 ft under water.
HOUSE RULE: UNDERWATER

SWIMMING
A creature that does not have a natural Swim speed has
several restrictions when being fully submerged under
water:
The creature can only take one standard or move

action plus a minor action.
You can swim underwater at 1/3 of your normal speed

(minimum of speed 1). Fail by 4 or less your
underwater swim speed is 1/6 of your normal speed

(minimum of speed 1).
When holding your breath underwater and only taking

minor actions, you can do it for 30 rounds before
checking for drowning (DMG p.159). If you take less
than 5 standard or move action this time is reduced
to 15 rounds, any more standard or move actions
reduces it to 10 rounds.
Heavy armor increases the downward speed by 2.
HOUSE RULE: DROWNING OR

SUFFOCATING
When holding your breath and only taking minor

actions, you can do it for 30 rounds before checking for
suffocation (DMG p.159). If you take less than 5
rounds of standard or move actions this time is
reduced to 15 rounds, any more rounds of standard or
move actions reduces it to 10 rounds.
At the end of the time period, the character must

succeed on a DC 20 Endurance check. Success buys
the character another round. Then the check is
repeated at DC 25, then at DC 30, and so on.
When a character fails the check, he loses one healing

surge and must continue to make checks. A character
without healing surges who fails a check takes damage
equal to his healing surge value.
In strenuous situations, such as combat, going without

air is much harder. A character holding his breath
during underwater combat, for example, must make a
DC 20 Endurance check at the end of his turn in a
round where he takes damage.
How dangerous is it to start drowning in 4th Edition?

Not very dangerous at all.
You regain all healing surges lost to suffocation when

you gain access to air again and can take a short rest.
However, lost hit points are not recovered.
Example: Even if you miss all your Endurance checks the

pre-generated Dwarf Fighter in the Keep on the Shadowfell would
last through
A character with 0 or fewer hit points goes unconscious

and keeps taking damage as described above until he
dies or is rescued.
Example: With these changes the above example turns into

the following distance for diving underwater:
6 (speed) / 3 (dive speed) x 10 (holding breath and
taking move action) x 5 ft x (75% + 25% x 0,5) = 87 ft
This means swimming to a depth of 43 ft and then back to the
surface, or through an 87 ft submerged tunnel with no major
problem. A more realistic scenario, that fits better into my Area
11: Water Cave scenario.
DROWNING
12 + 31/1 or 37/2 = 43 or 30
extra rounds (depending on if he is 1st or 2nd level) before
going unconscious. Actually quite a strange rule as it is way to high
as well as the fact that the number of rounds will decrease as you
increase levels.
2012-11-24
Example: With this small change the pre-generated Dwarf

Fighter in the Keep on the Shadowfell would last through
12 + 31/7 or 37/9 = 16
extra rounds regardless if he is 1st or 2nd level before going
unconscious. This is still quite a long time, but better than the
official rules.
37
XP ANALYSIS
out during the adventure with 10%, i.e. multiply the
Encounter XP with 0.90. This will keep the balance in the
adventure.
I have made a small analysis of the XP in the main

adventure and the changes introduced in this conversion.
For the PCs to remain at the proper level after completing
H1, I would suggest you as a DM to reduce the XP handed
Main Adventure Encounters

On the Road: Kobold Brigands
A1: Kobold Ambush
A2: Kobold Lair, Outside
A3: Kobold Lair, Inside
A4: Burial Site
For detailed XP breakdown, see below.
Level
1
2
XP
475
625
Progression
95
220
1
6
2
575
1 250
674
335
585
720
1. Goblin Guardroom
2. Torture Chamber
3. Excavation Site
4. Chieftains Lair
5. Crypt of Shadows
6. Hidden Armory
7. Skeletal Legion
8. Sir Keegans Tomb
9. The Maze of Caves
10. Kruthik Lair
11. The Water Cave
Interlude: The Dead Walk
2
2
2
4
3
1
1
4
2
5
3
4
675
625
625
875
880
500
500
875
625
1 036
750
775
855
980
1 105
1 280
1 456
1 556
1 656
1 831
1 956
2 163
2 313
2 468
12. Hobgoblin Guard Room

13. Hobgoblin Barracks
14. Warchief's Council Room
15. Corridors of the Cube
16. Camber of Statues
17. Ghoul Warren
18. Cathedral of Shadow
19. The Shadow Rift
Hook: Omnious Sign
4
3
3
3
2
5
4
6
9
965
790
802
750
650
1 031
975
1 350
2 000
2 661
2 819
2 979
3 129
3 259
3 466
3 661
3 931
4 331
Conversion Encounters
New XP
428
563
180
518
1 125
607
833
450
630
608
563
563
788
792
450
450
788
563
932
675
0
675
869
711
902
675
585
928
878
1 215
1 800
1st
The Mystery of Old Sara
200
Attack on Ninaran
Farm Attacks
Cult of Orcus
4
1
3
925
500
700
Interlude Removed
Slaver Encounter
-4
3
-775
750
200
2nd
3rd
14. Warchief's Council Room
4th
21 653
2 500
2012-11-24
-10%
New Progression
86
1st
198
234
338
563
684
851
941
1 067
2nd
1 188
1 301
1 414
1 571
1 730
1 820
1 910
2 067
2 180
2 366
3rd
2 501
2 501
2 636
2 810
2 952
3 133
3 268
3 385
3 570
3 746
3 989
4th
4 349
21 744
38
NPC PORTRAITS
Rond Kelfem Captain of Winterhaven Regulars
Douven Staul
Ernest Padraig Lord of Winterhaven

Salvana Wrafton
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Valthrun the Prescient
Eilian the Old

39
Thair Coalstriker
Ninaran Elf Ranger
Sister Linora Priestess at the

Temple of Avandra
Bairwin Shopkeeper
Kalarel - Scion of Orcus
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40
PLAYERS HANDOUTS
Irontooths Letter in the kobold lair
Bairwins Letter in the basement of his shop
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Ninarans warning to Irontooth
41
(Translated) Letter from Traak to Irontooth
(Translated) Letter from Krand to Traak in the Water Cave
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42
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43
Map of the
Nentir Vale
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44

Letter from Kalarel to Ninaran
Letter from Paldemar to Kalarel
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45
Valthruns
Poem of Melgold
The Mad Poet of
Almhurst
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46
BATTLE MAPS
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47
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48
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49
2012-11-24
50

MONSTER UPDATE
5 Kobold Tunneler (M)
Small natural humanoid (reptile)

Initiative +5
Perception +1
Speed 6
Darkvision
STANDARD ACTIONS
ON THE ROAD: KOBOLD

BRIGANDS
Kobold Slinger (S)
Level 1 Artillery
XP 100
HP 24; Bloodied 12
Speed 6
STANDARD ACTIONS
XP 25
Initiative +3
Perception +1
Darkvision
m Dagger (weapon) * At-Will
m Javelin (weapon) * At-Will

Hit: 4 damage.
r Javelin (weapon) * At-Will

R Special Shot (weapon) * At-Will (3/encounter)
Narrow Escape * Encounter

Trigger: A close or an area attack hits or misses the kobold.
Effect (Immediate Interrupt): The kobold shifts up to 3 squares.
Skills Stealth +8, Thievery +8
Str 8 (1)
Dex 16 (+3)
Con 12 (+1)
Int 9 (1)
MINOR ACTIONS
Shifty * At-Will
HP 36; Bloodied 18
Speed 5
STANDARD ACTIONS
Effect: The kobold shifts 1 square.

Dex 17 (+3)
Int 9 (1)
Trigger: An enemy adjacent to the kobold shifts or an enemy

moves to a square adjacent to the kobold.
Effect (Immediate Reaction): The kobold shifts 1 square.
Skills Acrobatics +8, Stealth +7, Thievery +7
Str 14 (+3)
Dex 13 (+2)
Wis 12 (+2)
Con 12 (+2)
Int 9 (+0)
Cha 10 (+1)

Hit: 1d6 + 5 damage plus one of the following effects (roll a d6):
1 2 Stinkpot: The target takes a -2 penalty to attack rolls (save
ends).
3 4 Firepot (fire): The target takes ongoing 2 fire damage (save
ends).
5 6 Gluepot: The target is immobilized (save ends).
Skills Stealth +8
Str 9 (1)
Con 12 (+1)
Dragonshield Tactics * At-Will

Hit: 4 damage.
MINOR ACTIONS
TRIGGERED ACTIONS
r Sling (weapon) * At-Will
Wis 12 (+1)
Cha 10 (+0)
Alignment evil
Languages Common, Draconic
Equipment leather armor, dagger, sling, 20 sling bullets, 3
rounds of special shot
Attack: Melee 1 (one creature); +5 vs. Reflex

Hit: 2d6 + 7 damage, and the target is immobilized until the end
of the kobold's next turn.
Miss: Half damage, and the target is slowed until the end of the
kobold's next turn.
MINOR ACTIONS
Shifty
TRIGGERED ACTIONS
Shifty * At-Will

M Dirty Tactics (weapon) * Encounter
Alignment evil
Equipment scale armor, light shield, short sword
Wis 12 (+1)
Cha 10 (+0)
Alignment evil
Equipment leather armor, 3 javelins
2 Kobold Dragonshields (D)
Level 2 Soldier
XP 125
Initiative +4
Perception +2
Darkvision

Effect: The kobold marks the target until the end of the kobolds
next turn.
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51

A1: KOBOLD AMBUSH
Kobold Quickblade (K)
Level 1 Skirmisher

HP 29; Bloodied 14
Speed 6
STANDARD ACTIONS
XP 100
Initiative +5
Perception +1
Darkvision

TRIGGERED ACTIONS

Hit: 1d6 + 3 damage. The attack deals 2 extra damage per
square the kobold has shifted since the start of its turn.
MOVE ACTIONS
Effect: The kobold shifts up to 3 squares.
MINOR ACTIONS

Effect: The kobold shifts 1 square as a minor action.

Skills Athletics +4, Stealth +8, Thievery +8
Str 8 (1)
Dex 17 (+3)
Wis 13 (+1)
Con 13 (+1)
Int 9 (1)
Cha 10 (+0)
Kobold Wyrmpriest (W)
Alignment evil
Equipment leather armor, light shield, short sword
Level 2 Soldier
XP 125
Initiative +4
Perception +2
Darkvision

next turn.
HP 36; Bloodied 18
Speed 6
STANDARD ACTIONS
XP 150
Initiative +4
Perception +4
Darkvision
Effect: Close burst 10; kobold allies in the burst gain 5 temporary
hit points and can shift 1 square.
Shifty * At-Will
Str 9 (+0)
Dex 16 (+4)
Con 12 (+2)
Int 9 (+0)
Wis 17 (+4)
Cha 12 (+2)
Alignment evil Languages Common, Draconic

Equipment bone mask, hide armor, spear
Level 3 Artillery (Leader)
C Incite Faith * Encounter
A2: KOBOLD LAIR, OUTSIDE
Alignment evil
Shifty * At-Will

Str 14 (+3)
Dex 13 (+2)
Wis 12 (+2)
Con 12 (+2)
Int 9 (+0)
Cha 10 (+1)
Fleet Feet * At-Will
HP 36; Bloodied 18
Speed 5
STANDARD ACTIONS

kobold's next turn.
MINOR ACTIONS
Shifty
XP 25

Initiative +5
Perception +1
Speed 6
Darkvision
STANDARD ACTIONS
Hit: 4 damage.


Hit: 4 damage.
MINOR ACTIONS
R Energy Orb (acid) * At-Will
Shifty * At-Will
Attack: Ranged 10 (one creature); +8 vs. Reflex

Hit: 1d10 + 5 acid damage.

TRIGGERED ACTIONS
C Dragon Breath (acid) * Encounter
Attack: Close blast 3 (creatures in blast); +8 vs. Fortitude

Miss: Half damage.
MINOR ACTIONS

2012-11-24

Str 8 (1)
Dex 16 (+3)
Wis 12 (+1)
52

Con 12 (+1)
Int 9 (1)
Cha 10 (+0)
next turn.
Alignment evil
Kobold Quickblade (K)
Level 1 Skirmisher

HP 29; Bloodied 14
Speed 6
STANDARD ACTIONS
XP 100
Initiative +5
Perception +1
Darkvision

MOVE ACTIONS
MINOR ACTIONS
Str 8 (1)
Dex 17 (+3)
Wis 13 (+1)
Con 13 (+1)
Int 9 (1)
Cha 10 (+0)
HP 36; Bloodied 18
Speed 5
STANDARD ACTIONS
Shifty

Str 14 (+3)
Dex 13 (+2)
Wis 12 (+2)
Con 12 (+2)
Int 9 (+0)
Cha 10 (+1)
Level 1 Artillery
Level 2 Soldier
XP 125
Initiative +4
Perception +2
Darkvision

HP 24; Bloodied 12
Speed 6
STANDARD ACTIONS
XP 100
Initiative +3
Perception +1
Darkvision

R Special Shot (weapon) * At-Will (3/encounter)
Hit: 1d6 + 5 damage plus one of the following effects (roll a d6):
2012-11-24
1 2 Stinkpot: The target takes a -2 penalty to attack rolls (save

ends).
3 4 Firepot (fire): The target takes ongoing 2 fire damage (save
ends).
5 6 Gluepot: The target is immobilized (save ends).
MINOR ACTIONS
Shifty * At-Will
Skills Stealth +8
Str 9 (1)
Con 12 (+1)

TRIGGERED ACTIONS
Kobold Slinger (S)
Alignment evil

kobold's next turn.
MINOR ACTIONS
Alignment evil
Shifty * At-Will
Kobold Dragonshield (D)
Dex 17 (+3)
Int 9 (1)
Wis 12 (+1)
Cha 10 (+0)
Alignment evil
Equipment leather armor, dagger, sling, 20 sling bullets, 3
rounds of special shot
A3: KOBOLD LAIR, INSIDE

XP 25

Initiative +5
Perception +1
Speed 6
Darkvision
STANDARD ACTIONS
Hit: 4 damage.
Hit: 4 damage.
MINOR ACTIONS
Shifty * At-Will
TRIGGERED ACTIONS
53

Str 8 (1)
Dex 16 (+3)
Con 12 (+1)
Int 9 (1)
Wis 12 (+1)
Cha 10 (+0)
Alignment evil
3 Kobold Quickblades (K)
Level 1 Skirmisher

HP 29; Bloodied 14
Speed 6
STANDARD ACTIONS
XP 100
Initiative +5
Perception +1
Darkvision

MOVE ACTIONS

next turn.
kobold's next turn.
MINOR ACTIONS
Shifty
TRIGGERED ACTIONS
Str 14 (+3)
Dex 13 (+2)
Wis 12 (+2)
Con 12 (+2)
Int 9 (+0)
Cha 10 (+1)

MINOR ACTIONS
Alignment evil
Shifty * At-Will
Str 8 (1)
Dex 17 (+3)
Wis 13 (+1)
Con 13 (+1)
Int 9 (1)
Cha 10 (+0)
Kobold Wyrmpriest (W)
Level 3 Artillery (Leader)
Alignment evil
Level 2 Soldier
XP 125
HP 36; Bloodied 18
Speed 5
STANDARD ACTIONS
Initiative +4
Perception +2
Darkvision
HP 36; Bloodied 18
Speed 6
STANDARD ACTIONS
R Energy Orb (acid) * At-Will
2012-11-24
XP 150
Initiative +4
Perception +4
Darkvision
C Dragon Breath (acid) * Encounter

Attack: Close blast 3 (creatures in blast); +8 vs. Fortitude
Miss: Half damage.
MINOR ACTIONS
C Incite Faith * Encounter
Effect: Close burst 10; kobold allies in the burst gain 5 temporary
hit points and can shift 1 square.
Shifty * At-Will
Str 9 (+0)
Dex 16 (+4)
Con 12 (+2)
Int 9 (+0)
Wis 17 (+4)
Cha 12 (+2)
Alignment evil Languages Common, Draconic

Equipment bone mask, hide armor, spear
Irontooth
Level 3 Elite Brute
Small natural humanoid (goblin)

HP 106; Bloodied 53
Speed 6
STANDARD ACTIONS
XP 300
Initiative +2
Perception +4
Low-Light Vision
m Battleaxe (weapon) * At-Will

TRIGGERED ACTIONS
M Dual Axe (weapon) * At-Will
Trigger: When Irontooth doesn't move on his turn.
Effect (Standard): Make a battleaxe attack against two adjacent
creatures.
Goblin Tactics * At-Will
Trigger: When missed by a melee attack.
Effect (Immediate Reaction): Irontooth can shift 1 square.
54

Blood Crazed (healing)
Trigger: First time Irontooth gets bloodied.
Effect: Irontooth makes +1d10 extra damage on his attacks and
loses the ability to use goblin tactics. He must attack the nearest
foe, charging when possible. At the end of each of his turns, he
heals 5 hp.
Str 18 (+5)
Con 13 (+2)
Dex 14 (+3)
Int 8 (+0)
Wis 16 (+4)
Cha 12 (+2)
Alignment evil
Languages Common, Goblin, Draconic
Equipment chain armor, battleaxe

Initiative +1
Perception +1
Speed 6
TRAITS
Mob Rule
The human rabble gains a +2 power bonus to all defenses while
at least two other human rabble are within 5 squares of it.
STANDARD ACTIONS
Dex 10 (+1)
Int 9 (+0)
Alignment any
Equipment club

Please note that this conversion guide is based on the
original H1 adventure were Kalarels spectral apparition
plays no part, and is instead replaced with a halfling slinger.
2 Guard Drakes (D)
Level 2 Brute
Small natural beast (reptile)
XP 125
HP 48; Bloodied 24
Speed 6
STANDARD ACTIONS
Initiative +3
Perception +7
m Bite * At-Will
Wis 10 (+1)
Cha 11 (+1)
Agrid, Gnome Skulk (S)

Small fey humanoid
HP 34; Bloodied 17
Speed 5
TRAITS
Reactive Stealth
Level 2 Lurker
XP 125
Initiative +8
Perception +2
Low-Light Vision
4 Human Rabble (R)

XP 31
HP 22; Bloodied 11
Speed 6
TRAITS
Nimble Reaction
XP 100
Initiative +4
Perception +5
The halfling gains a +2 bonus to AC against opportunity attacks.

STANDARD ACTIONS
m War Pick (weapon) * At-Will

Hit: 1d6 + 5 damage, or 2d6+5 damage if the halfing has
combat advantage against the target.

Hit: 1d6 + 6 damage, or 2d6 + 6 damage if the gnome was
invisible to the target when it attacked.
Level 2 Minion
Level 1 Artillery

R Hand Crossbow (weapon) * At-Will
Languages
Wis 12 (+2)
Cha 13 (+2)
If a gnome has cover or concealment when it rolls initiative, it

can make a Stealth check to become hidden.
STANDARD ACTIONS
Str 16 (+4)
Con 18 (+5)
Alignment unaligned
Skills Bluff +7, Stealth +9, Thievery +9

Str 8 (+0)
Dex 17 (+4)
Con 16 (+4)
Int 14 (+3)
Small natural humanoid

Hit: 1d8 + 6 damage, or 2d8 + 6 damage if the gnome was
invisible to the target when it attacked.
Wis 12 (+2)
Cha 12 (+2)
Trigger: The gnome takes damage.

Effect (Immediate Reaction): The gnome becomes invisible until it
hits or misses with an attack or until the end of its next turn.
Halfling Slinger (H)
Languages Common

Hit: 1d10 + 3 damage, or 1d10 + 9 damage while the drake is
within 2 squares of an ally.
Dex 15 (+3)
Int 3 (3)
Fade Away (illusion) * Encounter
Alignment unaligned
Languages Common, Elven
Equipment leather armor, war pick, crossbow, 20 crossbow
bolts

Hit: 5 damage.
Str 14 (+3)
Con 12 (+2)
A4: BURIAL SITE
an attack or until the end of its next turn.

TRIGGERED ACTIONS
Vanish from Sight (illusion) * At-Will

Effect: The gnome becomes invisible until it hits or misses with
2012-11-24
R Stone Rain (weapon) * Recharge 5 6

Effect: The halfling slinger makes three sling attacks, each with a
-2 penalty to the attack roll.
TRIGGERED ACTIONS
Second Chance * Encounter
Trigger: When hit by an attack.
Effect (Immediate Interrupt): The halfling slinger forces the
55

attacker to reroll the attack and take the new result.
swarm cannot be pulled, pushed, or slid by melee or ranged

attacks. It can squeeze through any opening that is large enough
for at least one of the creatures it comprises.
STANDARD ACTIONS

Str 12 (+1)
Dex 18 (+4)
Wis 11 (+0)
Con 10 (+0)
Int 10 (+0)
Cha 14 (+2)
Alignment any Languages Common, one other
Equipment leather armor, dagger, sling, sling bullets (20)
m Swarm of Teeth * At-Will

Hit: 1d10 + 4 damage, or 1d10 + 8 if the swarm moved at least
2 squares during its turn.
Effect: The swarm can shift 1 square.
Str 12 (+2)
Con 12 (+2)
Dex 17 (+4)
Int 2 (3)
Alignment unaligned
Wis 10 (+1)
Cha 9 (+0)
Languages
2 Goblin Sharpshooters (G)
Level 2 Artillery
XP 125
HP 31; Bloodied 16
Speed 6
TRAITS
Sniper
AREA 1: GOBLIN GUARD ROOM

Rat Swarm (R)
Medium natural beast (swarm)
Level 2 Skirmisher
XP 125
HP 36; Bloodied 18
Initiative +6
Perception +6
Speed 6, climb 2
Low-Light Vision
Resist half damage from melee and ranged attacks;
Vulnerable 5 to close and area attacks
TRAITS
Swarm Attack * Aura 1
Any enemy that ends its turn in the aura takes 5 damage, and
the swarm can slide it 1 square as a free action.
Swarm
The swarm can occupy the same space as another creature, and
an enemy can enter its space, which is difficult terrain. The
Initiative +5
Perception +2
Low-Light Vision
When a goblin sharpshooter makes a ranged attack from hiding

and misses, it is still considered to be hiding.
Combat Advantage
The goblin sharpshooter deals an extra 1d6 damage against any
target it has combat advantage against.
STANDARD ACTIONS
r Hand Crossbow (weapon) * At-Will
TRIGGERED ACTIONS
Effect (Immediate Reaction): The goblin shifts 1 square.
2012-11-24

Str 14 (+3)
Dex 18 (+5)
Con 13 (+2)
Int 8 (+0)
Wis 13 (+2)
Cha 8 (+0)
Alignment evil
Equipment leather armor, short sword, crossbow, crossbow
bolts (20)
2 Goblin Warriors (W)
Level 1 Skirmisher
XP 100
HP 30; Bloodied 15
Speed 6
TRAITS
Great Position
Initiative +5
Perception +2
Low-Light Vision
If, on its turn, the goblin ends its move at least 4 squares away
from its starting point, it deals 1d6 extra damage on its ranged
attacks until the start of its next turn.
STANDARD ACTIONS
R Javelin (weapon) * At-Will
R Mobile Ranged Attack (weapon) * At-Will
Effect: The goblin moves up to half its speed. At any point during
that movement, it makes one javelin attack without provoking
TRIGGERED ACTIONS
Goblin Tactics At-Will
Trigger: The goblin is missed by a melee attack.
Str 13 (+1)
Dex 17 (+3)
Con 14 (+2)
Int 8 (1)
Wis 14 (+2)
Cha 8 (1)
Alignment evil
Equipment leather armor, spear, 5 javelins
56

Combat Advantage
AREA 2: TORTURE CHAMBER

I have added Splug as a companion character if your
adventurers chooses to take him with them and treat him
fair. For rules on companion characters, see DMG2 pages
27-33.
Hobgoblin Torturer (T)
Level 3 Brute
XP 150
HP 56; Bloodied 28
Speed 6
STANDARD ACTIONS
Initiative +2
Perception +3
Low-Light Vision
m Hot Poker (fire, weapon) * At-Will

Hit: 2d8 + 4 fire damage plus ongoing 2 fire damage (save ends).
MINOR ACTIONS
Bloodcut Armor (magic item) * Daily
Effect: Gain resist all 10 until the end of the hobgoblin's next
turn.
Str 19 (+5)
Con 16 (+4)
Dex 14 (+3)
Int 8 (+0)
Wis 14 (+3)
Cha 10 (+1)
Alignment evil
Equipment iron poker, hide armor

HP 31; Bloodied 16
Speed 6
TRAITS
Sniper
Level 2 Artillery
XP 125
Initiative +5
Perception +2
Low-Light Vision


STANDARD ACTIONS


TRIGGERED ACTIONS

TRIGGERED ACTIONS


Str 13 (+1)
Dex 17 (+3)
Con 14 (+2)
Int 8 (1)

Str 14 (+3)
Dex 18 (+5)
Con 13 (+2)
Int 8 (+0)
Wis 14 (+2)
Cha 8 (1)
Alignment evil
Wis 13 (+2)
Cha 8 (+0)
Alignment evil
bolts (20)
Goblin Warrior (W)
Level 1 Skirmisher
XP 100
HP 30; Bloodied 15
Speed 6
TRAITS
Great Position
Initiative +5
Perception +2
Low-Light Vision
STANDARD ACTIONS
2012-11-24
57

Splug, Goblin Prisoner (G)
Level 1 Striker
XP 100
HP 26; Bloodied 13; Healing Surges 7

Speed 6
TRAITS
Initiative +5
Perception +1
Low-Light Vision
Combat Advantage
Splug deals 1d6 extra damage when he hits a target he has
combat advantage against.
STANDARD ACTIONS
HP 48; Bloodied 24
Speed 6
STANDARD ACTIONS
Str 16 (+4)
Con 18 (+5)
Dex 15 (+3)
Int 3 (3)
Alignment unaligned
Effect: Splug shrinks away from combat, gaining a +2 bonus to

his defenses until the start of his next turn. An adjacent ally can
make a melee basic attack as a free action in his stead.
TRIGGERED ACTIONS
Languages
Level 2 Artillery
XP 125
HP 31; Bloodied 16
Speed 6
TRAITS
Initiative +5
Perception +2
Low-Light Vision
Sniper
Combat Advantage


STANDARD ACTIONS

Str 13 (+1)
Dex 17 (+3)
Con 14 (+2)
Int 10 (+0)
Wis 12 (+1)
Cha 15 (+2)
Alignment unaligned
Equipment leather armor, short sword, 2 daggers

TRIGGERED ACTIONS
AREA 3: EXCAVATION SITE

2 Guard Drakes (D)
Wis 13 (+2)
Cha 8 (+0)
Wis 12 (+2)
Cha 12 (+2)
Cringe * At-Will
Dex 18 (+5)
Int 8 (+0)

Hit: 1d10 + 3 damage, or 1d10 + 9 damage while the drake is
within 2 squares of an ally.

Str 14 (+3)
Con 13 (+2)
Alignment evil
bolts (20)
m Bite * At-Will
m Short sword (weapon) * At-Will
Initiative +3
Perception +7
Level 2 Brute
XP 125

2012-11-24
AREA 4: CHIEFTAIN'S LAIR

8 Goblin Cutters (C)

XP 25

Initiative +5
Perception +1
Speed 6
Low-Light Vision
58
STANDARD ACTIONS
Effect (Immediate Reaction): Balgron can shift 1 square.
TRIGGERED ACTIONS

Hit: 4 damage, or 5 damage if the goblin has combat advantage
against the target.
TRIGGERED ACTIONS


Str 16 (+5)
Dex 18 (+6)
Wis 12 (+3)
Con 16 (+5)
Int 9 (+1)
Cha 14 (+4)

Str 13 (+1)
Dex 17 (+3)
Con 14 (+2)
Int 8 (1)

Equipment leather armor, club, crossbow with 20 bolts, keys to
locked chest and doors
Wis 14 (+2)
Cha 8 (1)
Trigger: The goblin is missed by an attack.

Alignment evil

Str 14 (+2)
Dex 17 (+3)
Con 13 (+1)
Int 8 (1)
Balgron the Fat (B)
Wis 12 (+1)
Cha 8 (1)

Equipment leather armor, short sword
5 Goblin Warriors (W)
Level 1 Skirmisher

HP 30; Bloodied 15
Speed 6
TRAITS
Great Position
Level 4 Lurker
XP 100
Initiative +5
Perception +2
Low-Light Vision
STANDARD ACTIONS
XP 175
HP 46; Bloodied 23
Speed 6
TRAITS
Combat Advantage
Initiative +10
Perception +3
Low-Light Vision
Balgrons deals an extra 2d6 damage against targets he has

combat advantage against.
STANDARD ACTIONS
Hit: 2d6 + 3 damage, and the target is slowed and takes a -2
penalty on opportunity attacks until the end of Balgrons next
turn.
r Crossbow (weapon) * At-Will


MOVE ACTIONS
Goblin Shuffle * Recharge 5 6

Effect: Balgron shifts a number of squares equal to half his speed,

and up to two allies within Balgrons line of sight shift a number
of squares equal to half their speed as a free action.
TRIGGERED ACTIONS


Trigger: Balgron is missed by a melee attack.
2012-11-24
AREA 5: CRYPT OF SHADOWS

10 Zombie Rotters (R)
Level 3 Minion Brute

HP 1; a missed attack never damage a minion
Speed 4
XP 38
Initiative -2
Perception +1
Darkvision
59

Immune disease, poison
STANDARD ACTIONS
Effect (No Action): Roll a d20. On a 15 or higher, the zombie is

instead recuded to 1 hit point.
m Slam * At-Will
Str 16 (+4)
Con 13 (+2)

Hit: 7 damage.
TRIGGERED ACTIONS
Alignment unaligned
Deathless Hunger * Encounter

Trigger: The zombie is reduced to 0 hit points, but not by a
critical hit.
instead reduced to 1 hit point.
Str 17 (+4)
Con 14 (+3)
Dex 7 (-1)
Int 1 (-4)
Alignment unaligned
Dex 8 (+0)
Int 1 (4)
Wis 8 (+0)
Cha 3 (-3)
Languages
4 Zombies (Z)
HP 43; Bloodied 21
Speed 4
TRAITS
Zombie Weakness
Level 2 Brute
XP 125
Initiative 1
Perception +0
Darkvision
A critical hit automatically reduces the zombie to 0 hit points.

STANDARD ACTIONS
m Slam * At-Will
Hit: 1d12 + 4 damage, or 1d12 + 9 against a grabbed target.
M Zombie Grab * At-Will
Hit: The zombie grabs the target (escape DC 12) if it does not
have a creature grabbed.
TRIGGERED ACTIONS
critical hit.
Skeleton Warrior
Wis 8 (+0)
Cha 3 (3)
AREA 6: HIDDEN ARMORY

Level 2 Brute
XP 125
HP 43; Bloodied 21
Speed 4
TRAITS
Zombie Weakness
Initiative 1
Perception +0
Darkvision

STANDARD ACTIONS
m Slam * At-Will
TRIGGERED ACTIONS
critical hit.
Str 16 (+4)
Con 13 (+2)
Dex 8 (+0)
Int 1 (4)
Alignment unaligned
Wis 8 (+0)
Cha 3 (3)
Languages
Level 3 Soldier
Languages
4 Zombies (Z)
AREA 7: SKELETAL LEGION

XP 150
HP 45; Bloodied 23
Speed 5
TRAITS
Initiative +6
Perception +3
Darkvision
Speed of the Dead

When making an opportunity attack, the skeleton warrior gains
a +2 bonus to the attack roll and deals an extra 1d6 damage.
STANDARD ACTIONS
Hit: 1d8 + 6 damage, and the target is marked until the end of
the skeleton warrior's next turn.
Str 15 (+3)
Con 13 (+2)
Dex 17 (+4)
Int 3 (3)
Wis 14 (+3)
Cha 3 (3)
Alignment unaligned
Languages
Equipment chainmail, longsword, light shield
8+ Decrepit Skeletons (S)
XP 25

Initiative +3
Perception +2
Speed 6
Darkvision
STANDARD ACTIONS
Effect: The skeleton can shift 1 square before the attack.
Hit: 4 damage.
r Shortbow (weapon) * At-Will
2012-11-24
60

Hit: 3 damage.
Str 15 (+2)
Con 13 (+1)
Dex 17 (+3)
Int 3 (4)
Effect: Sir Keegan makes two longsword attacks.

C Necromantic Burst (necrotic) * At-Will while bloodied
Wis 14 (+2)
Cha 3 (4)
Requirements: Usable while bloodied.

Hit: 2d6 + 8 necrotic damage.
TRIGGERED ACTIONS
Alignment unaligned
Languages
Equipment longsword, shortbow, 20 arrows
M Sudden Attack * At-Will

Trigger: When an enemy hits Sir Keegan with a melee attack.
Effect (Immediate Reaction): Sir Keegan makes a longsword attack
against the enemy.
Skills Diplomacy +7, Insight +9
Str 16 (+5)
Dex 16 (+5)
Con 17 (+5)
Int 10 (+2)
Wis 14 (+4)
Cha 10 (+2)
Alignment good
Equipment plate armor, longsword (Aecris)
Sir Keegan (K)
13 Giant Rats (R)
Level 4 Solo Brute

HP 268; Bloodied 134
Speed 6
Immune poison; Resist 10 necrotic;
TRAITS
XP 875
Initiative +5
Perception +9
Darkvision
Strength Drain * Aura 1
Small natural beast
XP 25

Initiative +1
Perception +5
Speed 6, climb 3
Low-Light Vision
STANDARD ACTIONS
m Slam (acid) * At-Will

Hit: 2d6 + 1 damage, and ongoing 5 acid damage (save ends).
MOVE ACTIONS
Flowing Form * At-Will
Effect: The ochre jelly shifts up to 4 squares.
TRIGGERED ACTIONS
Trigger: The ochre jelly becomes bloodied.
Effect (No Action): The jelly splits into two creatures, each with hit
points equal to one-half its current hit points. Effects on the
original ochre jelly do not apply to the second one.
Str 13 (+2)
Con 11 (+1)
Dex 8 (+0)
Int 1 (4)
Alignment unaligned
Wis 12 (+2)
Cha 1 (4)
Languages
AREA 10: KRUTHIK LAIR

Hit: 5 damage.
Str 14 (+2)
Con 18 (+4)
Dex 15 (+2)
Int 2 (4)
Alignment unaligned
m Longsword "Aecris" (necrotic, weapon) * At-Will
Ochre Jelly
M Double Attack * At-Will
While squeezing, the ooze moves at full speed rather than half
speed, it doesn't take the -5 penalty to attack rolls, and it doesn't
grant combat advantage for squeezing.
STANDARD ACTIONS
m Bite * At-Will
A bloodied enemy is weakened while within the aura..

STANDARD ACTIONS
Hit: 2d10 + 4 damage plus 5 necrotic damage.
Blindsight 10
Split * Encounter
AREA 9: THE MAZE OF CAVES
AREA 8 SIR KEEGAN'S TOMB
Speed 4, climb 4
Immune blinded, gaze effects; Resist 5 acid
TRAITS
Ooze
Wis 10 (+0)
Cha 6 (2)
6 Kruthik Hatchlings (H)

Languages
Level 3 Elite Brute
Large natural beast (blind, ooze)

HP 102; Bloodied 51
2012-11-24
XP 300
Initiative +0
Perception +2

XP 31

Initiative +3
Perception +0
Speed 8, burrow 2 (tunneling), climb 8
Low-Light Vision,
Tremorsense 10
TRAITS
Gnashing Horde * Aura 1
61

Any enemy that ends its turn within the aura takes 2 damage.
STANDARD ACTIONS
m Claw * At-Will
Hit: 6 damage.
Str 13 (+2)
Con 13 (+2)
Dex 16 (+4)
Int 4 (2)
Alignment unaligned
Trigger: When slime is reduced to 0 hit points.

Effect (Immediate Reaction): Blue Slime uses slime eruption
regardless if the power has been used in the round.

R Toxic Spikes (poison) * Recharge 5 6
Attack: Ranged 5 (one or two creatures); +9 vs. AC
Hit: 1d8 + 6 damage, and the target is slowed and takes ongoing
5 poison damage (save ends both).
Wis 10 (+1)
Cha 6 (1)
Languages
3 Kruthik Young (Y)
Str 17 (+5)
Con 17 (+5)
Level 2 Brute
Dex 18 (+6)
Int 4 (1)
Alignment unaligned
Initiative +4
Perception +1
Low-Light Vision,
Tremorsense 10
Dex 8 (+0)
Int 1 (4)
Alignment unaligned
Wis 12 (+2)
Cha 1 (4)
Languages
Wis 12 (+3)
Cha 8 (+1)
Languages
AREA 11: WATER CAVE

Blue Slime
Level 3 Solo Brute
Large natural beast (ooze)
TRAITS
STANDARD ACTIONS
m Claw * At-Will
Dex 16 (+4)
Int 4 (2)
Alignment unaligned
Str 13 (+2)
Con 11 (+1)
XP 125
HP 43; Bloodied 22
Str 15 (+3)
Con 13 (+2)
Bloodied Eruption
m Claw * At-Will

Hit: 1d6 + 6 damage, plus ongoing 5 acid damage (save ends).
Languages
Medium natural beast (reptile)

HP 67; Bloodied 34
Initiative +0
Perception +7
Blindsight 10,
Tremorsense 10
Wis 10 (+1)
Cha 6 (1)
Kruthik Adult
XP 750
HP 204; Bloodied 102

Speed 5, swim 5
Immune charm, fear; Resist 5 acid
STANDARD ACTIONS
M Double Attack * At-Will
Level 4 Brute
XP 175
Initiative +6
Perception +4
Low-Light Vision,
Tremorsense 10
TRAITS
STANDARD ACTIONS
Effect: Make two slam attacks.

C Stench Pulse * Recharge 5 6
Attack: Close burst 4 (creatures in burst); +6 vs. Will
Hit: Targets are dazed and weakened (save ends).
MINOR ACTIONS
C Slime Eruption (acid) * At-Will 1/round
Attack: Close burst 3 (creatures in burst); +6 vs. Reflex
Miss: Half damage.
TRIGGERED ACTIONS
2012-11-24
INTERLUDE 3: THE DEAD WALK

12 Decrepit Skeletons (S)
XP 25

Initiative +3
Perception +2
Speed 6
Darkvision
STANDARD ACTIONS
62

Hit: 4 damage.
Medium fey humanoid (elf)
HP 44; Bloodied 22
Speed 7
TRAITS
Archers Mobility

Hit: 3 damage.
Str 15 (+2)
Con 13 (+1)
Dex 17 (+3)
Int 3 (4)
Wis 14 (+2)
Cha 3 (4)
If Ninaran moves at least 4 squares from her original position,

she gains a +2 bonus to ranged attacks until the start of her next
turn.
Alignment unaligned
Languages
2 Gravehounds (G)
Wild Step
Level 3 Brute
XP 150
HP 54; Bloodied 27
Speed 8
Immune disease, poison; Resist 10 necrotic
TRAITS
Zombie Weakness
Initiative +2
Perception +1
Darkvision

STANDARD ACTIONS
m Bite (necrotic) * At-Will
Hit: 1d6 + 5 damage, and the target takes ongoing 5 necrotic
damage (save ends) and is knocked prone if it is Medium size or
smaller.
TRIGGERED ACTIONS
M Death Jaws * Encounter
Trigger: When reduced to 0 hit points.
Effect (Immediate Reaction): The gravehound makes a bite attack
against a target within its reach. Roll a d20. On a 15 or higher,
the gravehound is instead reduced to 1 hit point.
Str 16 (+4)
Con 14 (+3)
Dex 13 (+2)
Int 1 (4)
Alignment unaligned
Ninaran, Elf Archer
XP 175
Initiative +7
Perception +12
Low-Light Vision
Wis 10 (+1)
Cha 3 (3)
Languages
Ninaran ignores difficult terrain when she shifts.

STANDARD ACTIONS
r Longbow * At-Will
Level 4 Artillery
Effect: An elf can reroll an attack roll. It must use the second roll,
even if its lower.


Str 19 (+5)
Dex 14 (+3)
Con 15 (+3)
Int 11 (+1)
Wis 14 (+3)
Cha 10 (+1)
Alignment evil
Wis 16 (+5)
Cha 11 (+2)
Alignment evil
Languages Common, Draconic, Elven
Equipment leather armor, longsword, longbow, 30 arrows
AREA 12: HOBGOBLIN GUARD

ROOM
2012-11-24

Elven Accuracy * Encounter
HP 47; Bloodied 24

STANDARD ACTIONS

FREE ACTIONS
Phalanx Soldier
Requirement: Flail
TRIGGERED ACTIONS

Low-Light Vision
m Longsword * At-Will
Skills Nature +12, Stealth +12

Str 13 (+3)
Dex 20 (+7)
Con 14 (+4)
Int 12 (+3)
Speed 5
TRAITS
Level 3 Soldier
XP 150
Initiative +7
Perception +3
5 Hobgoblin Grunts (G)


XP 38

Initiative +4
Perception +1
Speed 6
Low-Light Vision
TRAITS
Phalanx Soldier
STANDARD ACTIONS
63

Str 14 (+4)
Con 12 (+3)

Hit: 6 damage.
TRIGGERED ACTIONS
Dex 12 (+3)
Int 1 (-3)
Alignment unaligned
Wis 10 (+2)
Cha 8 (-1)
within 5 squares of it a +2 bonus to its next ranged attack roll

against the same target.
TRIGGERED ACTIONS
Languages


Str 18 (+5)
Dex 14 (+3)
Con 15 (+3)
Int 10 (+1)

Str 14 (+3)
Dex 19 (+5)
Con 15 (+3)
Int 11 (+1)
Wis 13 (+2)
Cha 9 (+0)
Alignment evil
Equipment leather armor, longsword, longbow, arrows (30)
Alignment evil
Deathjump Spider
HP 52; Bloodied 26
Speed 6, climb 6 (spider climb)
Resist 5 poison
TRAITS
Web Walk

Hit: 1d6 + 3 damage, and the target takes ongoing 5 poison
damage (save ends).
M Death from Above * Recharge 4 5 6
Effect: The spider jumps up to 6 squares. This movement does
not provoke opportunity attacks. After the jump, the spider uses
bite, knocking the target prone on a hit.
MOVE ACTIONS
Prodigious Leap * Encounter
Effect: The spider jumps up to 10 squares. This movement does
not provoke opportunity attacks.
XP 38

Initiative +4
Perception +1
Speed 6
Low-Light Vision
TRAITS
Phalanx Soldier
Initiative +5
Perception +7
Tremorsense 5
m Bite (poison) * At-Will
XP 175
The spider ignores difficult terrain composed of webs.

STANDARD ACTIONS
Skills Athletics +9, Stealth +9
Level 4 Skirmisher
Medium natural beast (spider)
Wis 14 (+3)
Cha 10 (+1)
AREA 13: HOBGOBLIN BARRACKS

Hobgoblin Archers (A)
HP 39; Bloodied 20
Speed 6
STANDARD ACTIONS
Level 3 Artillery
XP 150
Initiative +7
Perception +8
Low-Light Vision

Hit: 1d10 + 5 damage, and the hobgoblin archer grants an ally
2012-11-24

STANDARD ACTIONS
Hit: 6 damage.
TRIGGERED ACTIONS
Str 18 (+5)
Dex 14 (+3)
Con 15 (+3)
Int 10 (+1)
Wis 13 (+2)
Cha 9 (+0)
Alignment evil
64

Level 3 Soldier
XP 150
HP 47; Bloodied 24
Speed 5
TRAITS
Initiative +7
Perception +3
Low-Light Vision
Phalanx Soldier

TRAITS
Phalanx Soldier
M Shock Staff (ligtning, weapon) * Recharge 4 5 6

STANDARD ACTIONS
Requirement: Quarterstaff
Hit: 2d10 + 2 lightning damage, and the target is dazed until the
end of the hobgoblins next turn.

STANDARD ACTIONS
R Force Lure (force) * Recharge 5 6
C Force Pulse (force) * Recharge 6

Requirement: Flail
TRIGGERED ACTIONS
Attack: Ranged 5 (one creature); +6 vs. Fortitude

Hit: 2d6 + 6 force damage, and the target slides 3 squares.
Attack: Close blast 5 (creatures in the blast); +6 vs. Reflex
Hit: 2d8 + 4 force damage, and the target is pushed 1 square
and knocked prone.
Miss: Half damage, and the target is neither pushed nor knocked
prone.
TRIGGERED ACTIONS


Skills Arcana +10, Athletics +4, History +12

Str 13 (+2)
Dex 14 (+3)
Wis 16 (+4)
Con 14 (+3)
Int 19 (+5)
Cha 13 (+2)

Str 19 (+5)
Dex 14 (+3)
Con 15 (+3)
Int 11 (+1)
Alignment evil
Equipment robes, quarterstaff
Wis 14 (+3)
Cha 10 (+1)
Alignment evil
Hobgoblin Warcaster (W)
Level 3 Controller (Leader)

HP 46; Bloodied 23
Speed 6
STANDARD ACTIONS
m Quarterstaff (weapon) * At-Will
XP 150
Initiative +5
Perception +4
Low-Light Vision
XP 38

Initiative +4
Perception +1
Speed 6
Low-Light Vision
2012-11-24

Str 18 (+5)
Dex 14 (+3)
Con 15 (+3)
Int 10 (+1)
Wis 13 (+2)
Cha 9 (+0)
Alignment evil

HP 47; Bloodied 24
Speed 5
TRAITS
Level 3 Soldier
XP 150
Initiative +7
Perception +3
Low-Light Vision
Phalanx Soldier

Hit: 6 damage.
TRIGGERED ACTIONS

STANDARD ACTIONS
AREA 14: THE WARCHIEF'S

COUNCIL ROOM

Requirement: Flail
65

TRIGGERED ACTIONS
Str 19 (+5)
Dex 14 (+3)
Con 15 (+3)
Int 11 (+1)
Wis 14 (+3)
Cha 10 (+1)
Alignment evil
Taak Hobgoblin Warchief (G)

HP 128; Bloodied 64
Speed 5
TRAITS
Lead from the Front
Level 5 Elite
Soldier (Leader)

to 3 squares.
TRIGGERED ACTIONS
Str 20 (+7)
Dex 14 (+4)
Wis 16 (+5)
Con 16 (+5)
Int 12 (+4)
Cha 10 (+2)
XP 400
Initiative +6
Perception +5
Low-light vision
When Ta'ak hits an enemy with a melee attack, the hobgoblins

allies gain a +2 bonus to attack rolls and damage rolls against
that enemy until the end of the hobgoblin warchief's next turn.
Warlord Tactics
Tra'ak and his allies deal an extra 1d6 damage against enemies
that Tra'ak flanks.
STANDARD ACTIONS
Effect: Ta'ak marks the target until the end of the hobgoblin
warchiefs next turn.
MINOR ACTIONS
C Commander's Strike * At-Will 1/round
Effect: Close burst 5 (one ally in the burst). The ally makes a
melee basic attack as a free action.
it, automatically being hit with engulf.

STANDARD ACTIONS
Hit: 2d6 + 9 acid damage, and the target is immobilized (save
ends).
M Engulf (acid) * At-Will
Requirement: The cube must have no more than two creatures
grabbed.
Attack: Melee 1 (one or two creatures); +8 vs. Reflex
Hit: The cube grabs the target (escape DC 15) and pulls the
target into its space. Until the grab ends, the target takes
ongoing 10 acid damage and is dazed. When the cube moves, it
pulls with it any creature grabbed by it, and the creature
remains grabbed and within the cube's space. This movement
does not provoke an opportunity attack from the grabbed
creature.
Str 14 (+4)
Con 18 (+6)
Alignment unaligned
AREA 15: CORRIDORS OF THE

CUBE
Gelatinous Cube (G)
Languages

XP 400
HP 156; Bloodied 78
Initiative +4
Perception +3
Speed 3, climb 3
Blind, blindsight 5
Immune blinded, gaze effects; Resist 5 acid
TRAITS
Ooze
While squeezing, the ooze moves at full speed rather than half
speed, it doesn't take the -5 penalty to attack rolls, and it doesn't
grant combat advantage for squeezing.
Translucent
The cube is invisible until seen (Perception DC 25) or until it
attacks. A creature that fails to notice the cube might walk into
2012-11-24
Wis 13 (+3)
Cha 1 (3)
2 Corruption Corpses (C)
Level 5 Elite Brute
Large natural beast (ooze)
Dex 14 (+4)
Int 1 (3)
HP 46; Bloodied 23
Speed 4
TRAITS
Level 4 Artillery
XP 175
Initiative +3
Perception +3
Darkvision
Regeneration
The corruption corpse regains 5 hit points whenever it starts its
turn and has at least 1 hit point. When the corruption corpse
takes radiant damage, its regeneration does not function on its
next turn.
Grave Stench * Aura 1
Living enemies in the aura take a -5 penalty to attack rolls.
STANDARD ACTIONS
m Slam * At-Will
66

* DC 14: The character realizes that the statue is articulated.
R Mote of Corruption (necrotic) * At-Will

Hit: 2d6 + 5 necrotic damage, and the target is weakened (save
ends).
TRIGGERED ACTIONS
C Death Burst (necrotic)
Hit: 2d6 + 5 necrotic damage.
Str 16 (+5)
Con 16 (+5)
Dex 13 (+3)
Int 4 (1)
Alignment unaligned
Wis 12 (+3)
Cha 3 (2)
Languages
* DC 21: The character notices a well-hidden access panel on

the statues dais.
Initiative +7
Trigger
When a creature moves within 4 squares of the giant warrior
statue or when another trap in the room activates, the statue
rolls initiative.
Attack
Standard Action
Close burst 5
Targets: All non-Evil creatures in the burst
Attack: +9 vs. AC
Hit: 1d8 + 5 damage, and the target is knocked prone.
Countermeasures
* A character can make a DC 15 Athletics check to climb onto
the statue. The statue cannot attack a character that has
climbed onto it.
* The statue stops attacking if it reduced to 0 hit points. The
statue has the following statistics: AC 12, Fortitude 10, Reflex
5, hp 50, resist 5 to all damage.
* A character adjacent to the statue can access a secret panel to
disable the trap. Disabling the trap requires a total of 4
successful DC 14 Thievery checks.
Level 4 Blaster
Trap
XP 175
This 20-foot-tall, articulated sword-wielding statue swings its weapon
in a deadly arc.
Trap: Each round on its initiative, the statue swings its sword,
attacking all non-Evil creatures in a close burst 4. (For purposes
of counting squares, the statue occupies the 2 x 2 area in the
middle of the dais.)
Perception
Standard Action
Close blast 5
Targets: All creatures in the blast
Attack: +6 vs. Reflex
Hit: 1d6 + 5 force damage, and the target is pushed 3 squares.
Countermeasures
* A character can make a DC 15 Athletics check to climb onto
a dragon statue. A statue cannot attack a character that has
climbed onto it.
* A statue stops attacking if it reduced to 0 hit points. Each
statue has the following statistics: AC 15, Fortitude 10, Reflex
5, hp 40, resist 5 to all damage.
* A character adjacent to the statue can disable its trap by
disfiguring or altering some of the arcane symbols carved
into the statue. Disabling a dragon statue requires a total of 4
successful DC 13 Arcana or Thievery checks.
Whirlpool Trap
Level 4 Obstacle
Trap
XP 175
The four cherub statues tip their vases downward and release a deluge
of water. At the same time, transparent walls shimmer into existence,
cutting off all avenues of escape.
Trap: Each round on its initiative, a dragon statue unleashes a

blast of force that pushes creatures away from it.
Perception
Perception
* DC 13: The character sees arcane symbols carved into the

dragon statue.
* DC 14: The vases are inscribed with arcane symbols.

Initiative +2
Level 3 Blaster
Trap
Giant Warrior Statue
Attack
Trap: Two indestructible walls of arcane energy appear (as

shown on the map), trapping creatures in the 4-squareby- 6square hallway with the cherub statues, which begin pouring
water into the hall. At the start of the traps third turn, when the
water is 5 feet deep, a whirlpool forms and batters all creatures
trapped in the hall.
2 Dragon Statues
AREA 16: CHAMBER OF STATUES
When a creature moves within 5 squares of either dragon

statue, the statue rolls initiative.
XP 150
Magical energy spews from the mouths of these dragon statues.
Arcana
* DC 21: The character realizes that the arcane symbols on the
dragon statues allow it to breathe blasts of force.
Initiative +3
Trigger
2012-11-24
Trigger
When a creature moves into the 4-square-by-4-square area
between the statues, the arcane walls appear and the trap rolls
initiative. At the start of the traps third turn and each turn
thereafter, the whirlpool attacks on its turn.
67

Attack
Standard Action
Targets: All creatures trapped between the arcane walls.
Effect: 1d8 + 5 damage, the target slides adjacent to a random
cherub statue, and the target is slowed and takes a -5 penalty to
attack rolls and skill checks until the end of the traps next turn.
Countermeasures
* If all four cherub vases are destroyed, the arcane walls
disappear and the statues stop pouring water. Each vase has
the following statistics: AC 20, other defenses 15, hp 10.
AREA 17: GHOUL WARREN

Ghoul (G)
HP 63; Bloodied 31
Speed 8, climb 4
TRAITS
Weakened Paralysis
XP 200
Initiative +8
Perception +2
Darkvision
Whenever the ghoul takes radiant damage, one creature

immobilized or stunned by the ghoul can make a saving throw
against one of those effects.
STANDARD ACTIONS
m Claw * At-Will
Hit: 2d6 + 6 damage, and the target is immobilized (save ends).
m Ghoulish Bite * At-Will
Attack: Melee 1 (one immobilized, restrained, stunned, or
unconscious creature); +10 vs. AC
Hit: 4d6 + 6 damage, and the target is stunned (save ends).
Skills Stealth +11
Str 14 (+4)
Dex 19 (+6)
Con 15 (+4)
Int 10 (+2)
Alignment chaotic evil
Wis 11 (+2)
Cha 12 (+3)
Languages Common
XP 38
HP 1; a missed attack never damage a minion

Speed 4
STANDARD ACTIONS
Initiative -2
Perception +1
Darkvision

Hit: 7 damage.
TRIGGERED ACTIONS
Dex 7 (-1)
Int 1 (-4)
Alignment unaligned
Dex 8 (+0)
Int 1 (4)
Wis 8 (+0)
Cha 3 (3)
Languages
Kalarel's Clay Scout (S)
Wis 8 (+0)
Cha 3 (-3)
2 Zombies (Z)
Level 2 Brute

HP 43; Bloodied 21
Speed 4
TRAITS
Zombie Weakness
XP 125
Initiative 1
Perception +0
Darkvision

STANDARD ACTIONS
m Slam * At-Will
Small natural animate (construct, homunculus)

HP 31; Bloodied 16
Speed 6, fly 3 (clumsy)
TRAITS
Level 2 Lurker
XP 125
Initiative +7
Perception +6
Darkvision
Guard Object
Languages
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critical hit.
Alignment unaligned

critical hit.
Str 17 (+4)
Con 14 (+3)
Str 16 (+4)
Con 13 (+2)
m Slam * At-Will
Level 5 Soldier
Medium natural humanoid (undead)
12 Zombie Rotters (R)
TRIGGERED ACTIONS
The clay scout gains a +4 bonus to attack rolls against targets

adjacent to or carrying its guarded object.
Limited Invisibility (illusion)
The clay scout is invisible to dazed creatures.
STANDARD ACTIONS
m Bite (poison) * At-Will
Hit: 1d8 + 5 damage, and the homunculus makes a secondary
attack against the same target.
Secondary Attack: +5 vs. Fortitude
Hit: The target is slowed (save ends).
R Mind Touch (psychic) * At-Will
Hit: 1d6 + 4 psychic damage, and the target is dazed (save ends).
TRIGGERED ACTIONS
Redirect * At-Will
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Trigger: When targeted by a melee or ranged attack.
Effect (Immediate Interrupt): The clay scout makes an attack
against the attacker: +5 vs. Will; the triggering attack targets a
creature adjacent to the clay scout instead (as chosen by the clay
scout).
Skills Stealth +8
Str 10 (+1)
Con 13 (+2)
Dex 15 (+3)
Int 10 (+1)
Alignment unaligned

Speed 6
TRAITS
Perception +3

Hit: 1d12 + 8 damage (crit 1d12+20).
Blessing of Orcus * Aura 10
R Handaxe (weapon) * At-Will
Allies in the area gain death attack.

Closer to Orcus
Wis 10 (+1)
Cha 16 (+4)
While bloodied, the Orcus underpriest gains a +2 bonus to

melee attack rolls and a +3 bonus to melee damage rolls.
STANDARD ACTIONS
Languages
m Mace (weapon) * At-Will
AREA 18: CATHEDRAL OF

SHADOWS

r Shadow Curse * At-Will
5 Vampire Spawn Fleshrippers
XP 50

Initiative +7
Perception +9
Speed 7, climb 4 (spider climb)
Darkvision
TRAITS
Destroyed by Sunlight
Whenever the vampire starts its turn in direct sunlight, it can
take only a single move action during its turn. If it ends that turn
in direct sunlight, it turns to ash and is destroyed.
STANDARD ACTIONS
m Claw (necrotic) * At-Will
Hit: 6 necrotic damage (8 necrotic damage against a bloodied
target).
Str 17 (+5)
Con 14 (+4)
Dex 16 (+5)
Int 9 (+1)
Alignment evil

Hit: 2d8 + 4 necrotic damage, and the target has a -2 AC until
the end of the Orcus underpriest's next turn.
Effect: Target ally within 5 squares gains a +5 bonus to attack
rolls until the end of its next turn. In addition, the target heals
10 hp.
TRIGGERED ACTIONS
Death Attack
Trigger: When reduced to 0 hp.
Effect (Free): Before he dies, the Orcus underpriest can make a
basic melee or ranged attack against a target within reach.
Skills Religion +8
Str 17 (+5)
Con 16 (+5)
Dex 14 (+4)
Int 11 (+2)
Alignment evil
Wis 12 (+3)
Cha 17 (+5)
Level 5 Controller
XP 200
Initiative +4

TRIGGERED ACTIONS
M Battle Fury * Encounter
Trigger: When first bloodied.
Effect (Free): The cult berserker makes a greataxe attack with a +4
bonus to the attack roll and deals an extra 1d6 damage on a hit.
Skills Athletics +9, Endurance +9
Str 17 (+5)
Dex 12 (+3)
Con 16 (+5)
Int 10 (+2)
Wis 11 (+2)
Cha 12 (+3)
Alignment any
Languages Common
Equipment hide armor, greataxe, handaxe x2
Infuse with Shadow (healing) * Recharge 5 6
2 Orcus Berserkers (B)
Languages Common
Orcus Underpriest (U)

HP 64; Bloodied 32
Wis 14 (+4)
Cha 12 (+3)
m Greataxe (weapon) * At-Will
HP 66; Bloodied 33
Speed 7
STANDARD ACTIONS
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Level 4 Brute
XP 175
Initiative +3
Perception +2
Dark Creeper
Level 4 Skirmisher
Small shadow humanoid

HP 54; Bloodied 27
Speed 6
TRAITS
Combat Advantage
XP 175
Initiative +8
Perception +4
Darkvision
The dark creeper deals an extra 1d6 damage on melee and

against.
STANDARD ACTIONS
MOVE ACTIONS
Dark Step * At-Will
69

Effect: The dark creeper moves up to 4 squares, gains a +4 bonus
to AC against opportunity attacks, and gains combat advantage
against any target that it ends its move adjacent to.
TRIGGERED ACTIONS
C Killing Dark
Effect: Close burst 1 (targets enemies); each target is blinded
(save ends). When slain, a dark creeper explodes in a spout of
darkness.
Str 11 (+2)
Dex 18 (+6)
Con 14 (+4)
Int 13 (+3)
Wis 14 (+4)
Cha 13 (+3)
Speed 5
STANDARD ACTIONS
m Rod of Ruin (weapon) * At-Will
Hit: 2d6 + 5 damage plus ongoing 5 necrotic damage (save
ends).
r Decaying Ray (necrotic) * At-Will
Hit: 2d6 + 5 necrotic damage, and the target is weakened (save
ends).
C Unlife to Life (healing) * Encounter
Alignment unaligned
Languages Common
Equipment black garments, dagger x5
Effect: Close burst 5; undead allies heal 5 hp and can shift 3 as

an immediate action.
MINOR ACTIONS
M Touch of Ruin (necrotic) * At-Will 1/round
Effect: Target gains only half the value of healing done to it until
the end of Kalarel's next turn.
R Call of the Grave (necrotic) * Recharge 4 5 6 1/round
Attack: Ranged 5 (one creature taking ongoing necrotic damage);
+11 vs. Fortitude
Hit: The target is immobilized until the end of Kalarel's next
turn.
Skills Religion +12
Str 21 (+9)
Dex 12 (+5)
Con 21 (+9)
Int 10 (+4)
Alignment evil
AREA 19: THE SHADOW RIFT

Kalarel, Scion of Orcus
HP 186; Bloodied 93
XP 175
Claws of black shadow erupt from a dark, whispering portal.
Level 8 Elite Controller
Level 4 Lurker
Hazard
XP 700
Initiative +5
Perception +9
Trap: The trap uses evil whispers to draw enemies toward it,
whereupon it attacks with its grasping claws.
Arcana or Religion
* DC 14: The character deduces that the ritual used to open
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Perception
* DC 14: Although the whispers are mostly unintelligible, the
character hears the portal whisper the name Kalarel.
Initiative +3
Trigger
The trap rolls initiative at the start of the encounter. On its turn,
it makes a whispering lure attack and a grasping claws attack.
Whispering Lure (Attack)
Minor Action
Ranged 20
Targets: One creature in range
Attack: +7 vs. Will
Hit: The target is pulled 5 squares toward the mouth of the
portal, stopping when it enters a square within reach of the
Things grasping claws.
Grasping Claws (Attack)
Standard Action
Melee 5
Targets: One creature
Attack: +9 vs. AC
Hit: 1d10 + 7 damage, and the target slides 1 square. Kalarel
regains 5 hit points if he is standing in the evil magic circle in
front of the portal.
Countermeasures
Wis 21 (+9)
Cha 12 (+5)
Languages Common, Draconic, Goblin
The Thing in the Portal
the portal can be reversed. However, neither the portal nor

the Thing inside it can be damaged in any way.
* DC 21: The character knows that the portal leads to a place of
unspeakable evil in the Shadowfell. Any living creature that
passes through the portal dies instantly.
* Characters can close the portal with a successful skill

challenge.
8 Skeleton Sentinels (S)


XP 63

Initiative +8
Perception +3
Speed 6
Darkvision
STANDARD ACTIONS
70

Hit: 6 damage, and the skeleton sentinel can shift 1 square
before or after making the attack.
Hit: 6 damage, and the target is slowed until the end of the
skeleton sentinels next turn.
Str 15 (+5)
Con 13 (+4)
Dex 17 (+6)
Int 3 (1)
Effect: Ranged 10 (one allied minion is destroyed). The minion

regains 1 hit point and stands as a free action.
Skills Arcana +10, Religion +10
Str 10 (+2)
Dex 14 (+4)
Con 14 (+4)
Int 16 (+5)
Alignment evil
Wis 9 (+1)
Cha 18 (+6)
Languages Common
Wis 14 (+5)
Cha 3 (1)
Alignment unaligned
Languages
Shallowgrave Wight (W)
Level 4 Controller

HP 54; Bloodied 27
Speed 6
STANDARD ACTIONS
XP 175
Initiative +4
Perception +1
Darkvision
m Claw (necrotic) * At-Will

Hit: 1d6 necrotic damage, and the target loses a healing surge.
R Grave Bolt (necrotic) * At-Will
Hit: 1d6 + 8 necrotic damage, and the target is immobilized
(save ends).
C Death Grimace (fear) * Recharge 5 6
Attack: Close blast 5 (creatures in blast); +7 vs. Will
Hit: the target moves its speed away from the shallowgrave
wight as a free action, and the target is considered weakened
whenever it makes an attack that includes the shallowgrave
wight as a target (save ends).
MINOR ACTIONS
R Reanimate (healing) * At-Will
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71
DM'S ROLEPLAYING ADVICE

Many people complains that 4th Edition is too combat centric
and with too little focus on role-playing. Jacktannery is here
showing how he changed H1: Keep of the Shadowfell into a more
role-playing centric adventure, while still using the 4th Edition
rules.
/Myrhdraak
OVERALL CHANGES
Since Myrdraak has added many new excellent
encounters to the H1+ series in his Prince of Undeath
conversion, this allows GMs to remove some of the less
good original combat encounters in the modules. The
reason this is a good idea is that the original modules
contain too-many similar combat encounters that turn a
potentially good story into a grind. I've listed below the
suggestions for removing some of the original combat
encounters.
XP implications for changes:
Encounter
Old XP
New XP
6. Hidden Armory
500
500
10. Kruthik Lair
1036
300
11. The Water Cave
750
300
13. Hobgoblin Barracks
790
200
18. Cathedral of Shadow
975
200
4051
1500
TOTAL
If you make the suggested changes your PCs will lose

out in 2,500 XP during this module. Happily, Myrhdraak
has added 2,500 extra XP, so if you make these changes
you don't need to reduce the XP in H1 by 10% as suggested
by Myrhdraak in the "XP Analysis" appendix.
6. HIDDEN ARMORY
Remove the Zombies and make this a role-playing
encounter. Instead of zombies, the adventurers encounter
Sir Davin, who was a guard that Sir Keegan had made
responsible to guard the armory as he hunted down and
murdered his wife and children and the nanny in a rage
(who then became the zombies in the previous encounter).
Sir Davin had stuck to his orders and refused to help the
women and the children when they had come seeking his
protection, so he was cursed to become a armor ghost for
eternity.
As the adventurers enter the Armory read:
You push through the immaterial wall, following the
sound of the moaning. It is thick and hard to breath as you
move through it and you see nothing but pitch blackness
even as you sense you have emerged into a pitch-black room
that smells small, old and damp. The moaning stops
abruptly.
Erm, hello. Im Sir Davin. Are you here for the
treasure? the voice is high-pitched, slightly camp and male.
It carries through the illusory wall to those waiting beyond,
and seems to be coming from somewhere very close. I
thought no-one would ever come. Waste of time this.
Anyway, here goes the voice clears its throat.
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I AM THE GHOST KNIGHT OF THE KEEP OF THE

SHADOWFELL, ETERNAL GUARDIAN OF THE
ANCIENT SECRET ARMORY! PREPARE THEE TO BE
SLAIN!
Two dim lights like eyes start glowing red adjacent to
you, and as your eyes adjust you see that they shine from
within an empty black helmet, which in turn floats atop a
suit of black metal armor decorated with little white skulls
and crossbones symbols. The armor clutches a huge black
axe.
Actually I think there is supposed to be some sort of
riddle contest now. Theres hardly much point death is
inevitable and you'll find that you won't achieve any of your
goals in life anyway. I should probably have practised this
speech better ...
There is an awkward heavy silence in the
claustrophobic space.
THOU MUST CONTEST ME IN A CHALLENGE OF
INTELLECT, AFTER WHICH, THOU SHALT BE SLAIN!
Another pause. I cant really remember what was supposed
to happen if you win the riddle contest. Do you mind
checking the notes on the desk there? The armor raises an
arm and points to the side with a black gauntlet, and
Brandish (whose eyes are beginning to adjust) makes out
the remains of an ancient table with a pile of dust atop it.
All around the tiny chamber are rusted weaponracks,
spears and shields on walls, and rotten chests. If you cant
be bothered, I could just SLAY THEE now. I dont really
care either way.
The armor ghost's notes have crumbled into dust, and
the few fragments of parchment PCs are able to find are
totally illegible. There is no treasure in the room (the
treasure is Sir Davin's armor). Sir Davin waits for the PCs to
tell him what the rules are (he can't recall).
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win time slays you eventually anyway. I cant say I see
much difference, but if thats what the notes say and if it
stops you arguing, Ill go with it.
Sir Davin is very chatty throughout.
Ive been bored out of my mind for well over a hundred
years, waiting for someone to come and be slain. And then,
after an eternity of empty nothingness, I get you. And as
you probably noticed, the Commander and his family
havent exactly been riveting company.
Right, this is how it works. I ask you a riddle, and one
of you asks one back to me. After three riddles each, we
count up the scores. If you lose, you all get slain. If you win,
you can take the treasure but youll probably have a boring
life and die much more painfully from infirmity due to old
age.
can convince Sir Davin its been 300 years since he was last
in the world.
Too difficult, perhaps? Sir Davin the ghost knight
inquires, thoughtfully running a gauntleted finger down
the sharp blade of his black axe. Well, not to worry: it is the
best of three after all. You can pass on this one, and
hopefully you will get the next. Or feel free to have a guess,
though your situation is obviously hopeless. In any case you
must now ask me a riddle in return.
If PCs get frustrated Sir Davin is more than happy to
oblige with combat. He is a ghost armor that immidetly
animates six nearby armor that joins him in the battle.
Throughout combat the riddle challenge continues. Sir
Davin follows the PCs everywhere.
Armor Ghost (G)
Sir Davin makes up the first two riddles on the spot,

having forgotten the real ones.
RIDDLE ONE! Sir Davin bellows, the words
unexpectedly loud, as if they have been practiced for some
time. A dungeon so dangerous that those who enter it
never leave; a dragon so deadly that no hero can defeat it!
Name the most dangerous dungeon and most frightful
dragon in all of the land! He stands still, awaiting your
reply, certain you have no idea.
If they invent rules, agree and run with it - probably
they will suggest a riddle contest best of three.
The ghost knight considers, and consents. Very well,
that makes sense: if you lose I slay you with the axe; if you
Level 3 Elite Soldier
Medium shadow humanoid

HP 92; Bloodied 46
Speed 8, fly 8 (clumsy)
Immune disease, poison; Resist 5 cold
TRAITS
Insubstantial
XP 300
Initiative +4
Perception +8
Darkvision
The ghost takes only half damage from any damage source
except those that deal force damage.
STANDARD ACTIONS
m Greatsword (weapon; cold) * At-Will
There is no correct answer, but Sir Davin is thinking of

something like 'Tomb of Horrors' and 'Tiamat', which were
the most powerful when Sir Davin started his eternal vigil.
PCs can answer anything and still be correct so long as they
2012-11-24
Attack: +8 vs. AC
Hit: 1d8 damage plus 6 cold damage.
M Blade Sweep * At-Will
Effect: The armor ghost uses greatsword twice against two
different targets within reach.
73

Alignment unaligned
Languages
Equipment longsword, chainmail
C Cold (cold) * Recharge 5 6

Attack: Close burst 3; +6 vs. Reflex
Hit: 1d6 + 7 cold damage.
MINOR ACTIONS
Animate Armor * Recharge 5 6 1/round
The ghost armor animates one nearby armor into an animated
armor that appears in any unoccupied square nearby. The
animated armor immediately attacks on the same initiative
count as the ghost armor.
TRIGGERED ACTIONS
Tactical Step * At-Will
Dex 13 (+2)
Int 8 (+0)
Wis 14 (+3)
Cha 10 (+1)
Alignment evil
Languages Common
Equipment greatsword, plate armor
6 Animated Armors (A)
Medium shadow animate (construct)
XP 38

Initiative +4
Perception +3
Speed 6
Darkvision
STANDARD ACTIONS
Hit: 6 damage.
TRIGGERED ACTIONS
Parry * Encounter
Trigger: When the animated armor is hit with a melee attack.
Effect (Immediate Interrupt): The ghost armor parries the attack an
takes no damage.
Str 18 (+5)
Con 14 (+3)
Dex 13 (+2)
Int 3 (1)
Slightly discouraged, Sir Davin finally clicks his

skeletal digits and taps his black crystalline bone forehead.
'I have it! I remember the third and final riddle the most
difficult one of all. Aha! You will never get this one:'
'A wondrous treasure,
Valued by all, sought by many.
Found in both victory and defeat,
Trigger: When the ghost armor hits with an opportunity attack.

Effect (Free): The ghost armor shifts up to 3 squares.
Skills Insight +8
Str 18 (+5)
Con 14 (+3)
Sir Davin the Ghost Knight looks impassively at you,

its red glowing eyes blinking beneath the black visor
perhaps in surprise, confusion or irritation its hard to
tell. There is no need to be so rude. If the contest of intellect
irritates you than you could have said so politely. Yes, I
think we are done. Now, if you all keep still this will be far
easier and quicker: prepare to be beheaded.
But this is of course wrong.
Wis 14 (+3)
Cha 3 (3)
Sir Davin considers all the PC riddles carefully and

always concludes that the answer must be 'Depression'.
He's happy to be wrong; just glad he has someone to chat to.
'So! hopefully I am winning now. Round Two now
what was it again...?' Sir Davin thinks hard, but has clearly
also forgotten the second riddle. 'Very well, this will have to
do; at least it should be easy for you guys: what is the worst
and most inappropriate name possible for a party of
adventurers or a group of heroes the worst name in the
entire universe!'
PCs will probably suggest something silly and ask Sir
Davin a second answer in return. When PCs correctly
guesses the answer to his second riddle, Sir Davin just nods,
depressed.
'Drats. I thought you might know that one. Well, the
answer to your riddle is probably going to be abstract
again, so its unlikely to be what I was thinking of. I would
say that it is probably... DEPRESSION!'.Sir Davin
brandishes his black mailed fist and slams it into his other
gauntlet then unexpectedly strides around the room,
strutting like a peacock.
2012-11-24
Yet never at the bottom of a treasure chest.

It marches before you like a herald,
And lives long after you are gone.
Of what do I speak?'
If the PCs win (or kill Sir Davin) he evaporates leaving
only his magic armor.
10. KRUTHIK LAIR

Remove completely, instead turn this area into a secret
tunnel that leads out into the clearing outside (very hard to
find from outside). PCs crawling through here must avoid
the Kruthiks through a short and easy skill challenge. Make
the PCs roll dice and roll lots of dice behind a screen,
emphasising the narrow constricting tunnels and loud
kruthik scratching noises, but none of this has any effect just creeps the PCs out, and they cant fail this. Give PCs
300XP for successfully finding the secret tunnel.
74

11. THE WATER CAVE
18. CATHEDRAL OF SHADOW
Turn this encounter into a skill challenge. The slime

becomes an evil presence which cannot be defeated
through combat alone. Pretend to be keeping track of rolls
and keep rolling dice behind a screen but this has no effect;
instead try to creep the PCs out. Give PCs 300XP for
discovering the history of this room.
This entire encounter is like a mini-ending before the

ending, and can be completely removed. Instead, we can
make some changes that (i) emphasise Kalarel as an evil
madman, (ii) foreshadow the main campaign plot and (iii)
add suspense. When the PCs trigger any trap in the
Chamber of Statues (encounter 16) an alarm rings
downstairs and Kalarel becomes aware of them. A ghostly
projection of him appears in the statue room in front of the
PCs (the same one as in the dragon burial site) and
challenges the PCs.
13. HOBGOBLIN BARRACKS

Cut this encounter out completely. It just adds grind.
Instead place a couple of hobgoblins in here (worth 200XP)
and have them join in Encounter 12 in Round 2. Also
Encounter 12 should be run in such a way as the PCs have
a clear option of 1) combat or b) bluffing their way to see
Kalarel. If they choose to bluff they should get full XP and
be directed straight to the statue room (called 'Audience
Room') and told to touch the main statue to call Kalarel.
15. CORRIDORS OF THE CUBE

Add a secret passage from the rear room of this
encounter that leads to the hidden room in the Ghoul
Warren (17). This gives the PCs more options and
potentially allows them to bypass the statue room
completely if they choose. If they go to the statue room first,
the countdown to Kalarel's ritual means they will not have
time to go back and check this area out, which is good as it
does not add much to the plot.
Kalarel Kalerel Kalarel The words echo through

the high-ceilinged chamber and something deep inside the
large statue creaks and groans as gears shift. A shrill alarm
is set off some distance to the south, and moments later a
ghostly figure shimmers sinisterly into the centre of the
room.
Ah, Ninaren about time I was You recognise
Kalarels sprectral projection from the burial site. Damnit!
not you AGAIN? First you steal the Mirror of Shadows
from the excavation site, delaying my work; then you
desecrated the Holy Shrine of Orcus under Winterhaven.
Then you screwed up the operation with the kobolds, and
then the fallcrest mercenaries, which was more serious as
my siphoning off of some of the slaves became more
noticeable. And now you have somehow got past the
Bloodreavers! Well, I admit that you are nothing if not
persistent.
But you meddling ends here! Kalarels insubstantial
projection raises a dark-coloured rod crowned by a black
skull even in the desaturated projection you can make out
leaking tendrils of red and black necrotic energy playing
around the rod.
2012-11-24
'traps activate! Gears start grinding under the room.

You realise that you have all taken a few steps into the
chamber while Kalarel was doing his show-and-tell. A
portcullis slams down behind you where the door was and
traps you inside the room (its quite old and rusty so only
takes a DC15 STR check to lift it up). The large statue
starts to jerk into life and the runes on the dragon statues
begin glowing. Kalarels ghostly projection wiggles its
fingers, as if playing with a stringed puppet, and throws his
head back in glee. Ha ha ha ha ha ha ha ha ha! Mwa Ha
Ha ha ha ha ha ha. MWA HA HA HA HA HA HA HA
HA!
Kalarel's projection (immune to damage) watches as
the PCs deal with the traps, laughing hysterically the entire
time. When they finish, read out something along the lines
of the following:
As you disrupt the magic of the third statue, the arcane
walls collapse and the water floods out, allowing everyone
to rush past the trap and open the door in front even as the
dragon statues swivel and prepare to shoot off another pair
of force bolts at you. As you reach the door, a bolt in the
large statue's foot pops out and the entire thing starts to
topple over. One of the arms falls off and crumbles to the
ground.
Behind you Kalarel's spectral projection remains in the
room, looking extremely irritated. 'Impertinent morons!' he
shakes his fist at you as you flee. 'I cannot allow you to
disrupt this ritual I am so close now! If only you hadn't
found that damned mirror It would be completed by now;
and if my slave supply had been just that little bit more
regular enough blood would have been collected to trigger it
early! DAMN YOU PESKY BASTARDS!'
His face, contorted by rage, all of a sudden goes slack.
Even through the washed-out image you can tell that he is
75

unusually pale, the result of weeks spent underground
doing gods-know what. Dark purple flesh under his eyes
speak of manic exhaustion.
'You leave me no choice. The last of my loyal mortal
servants must give themselves up so that Orcus'
munificence can come into the world behold the Fane of
Orcus!'.
The spectral projection pans out and rises through the
ceiling into a massive ceremonial room directly above
Kalarel, lit by a blazing brazier. The walls are covered in
frescos depicting undead rising from the ground, the sun
vanishing from the sky, and Orcus smiting the Raven
Queen and taking her crown. Tied to a blood-soaked alter,
a man sobs and struggles in vain to free himself as a dozen
chanting cultists wearing red and black robes with ram's
skull tattoos covering their faces prepare to sacrifice him.
Flanking the alter are a pair of obsidian pillars that are
covered in ghostly faces contorted in torment.
Above all this, Kalarel's spectral apparition shimmers
into being and sweeps the Rod of Ruin over the collected
cultists. One by one they freeze in the middle of their
chanting and their limbs start jerking. Blood gurgles up out
of their mouths and from their nose and ears and eyes. As
they die twitchingly their blood flows in crimson streams
across the floor and through a grate surrounding a hole in
the floor of this shadowy cathedral, dripping down huge
chains that pass through the grate and dangle below.
Kalarel's booming and high-pitched laugh fills the room.
'MWA Ha Ha Ha Ha HA HA now everything is in place
and nothing can stop me. You will be too late!' The
projection blinks out.
Now tell the PCs that you have started a countdown to
the success of Kalarel's ritual (whatever it does) but also
sacrificed all the cultists in the penultimate encounter in
the module. Make sure to imply that you have changed the
module at the last minute to take into account the fact that
they have been so clever and followed all the clues. Tell
them you are counting the number of combat rounds that
take place between now and when/if you stop the ritual.
You don't actually have to count the rounds - this just adds
suspense.
When the PCs arrive in the Fane of Orcus they find
that all Kalarel's servants have been sacrificed - probably
they heard the moaning of the dying cultists during the
previous encounter with the ghouls.
You run down the stairs and into a vast cathedral. The
room is shrouded in shadows. The only light emanates
from four blue-green crystal columns, sculpted into
screaming skulls and bones piled into pillars. A dais along
the eastern wall holds a large altar bin, filled with blood.
Twenty half-naked bodies hang upside down in the air,
their wrists and throats slashed as if by claws. They are
dressed in dark purple robes and one wears a horned-ram
mask and is covered in tattoos. You can still hear their
moaning, even though they ought to be dead. Some unholy
power seems to keep them alive, allowing their blood to
continue to drip into the altar bin below. A leering statue of
a ram faced demon stands behind the altar holding a skull
capped wand.
Crimson streams of dark coagulated blood trail across
the floor from the altar bin and terminate at a grate
covering a hole in the middle of the floor of this shadowy
cathedral. A mosaic of a grotesque demon head surrounds
the grate. Large chains allow access into the central hole in
the floor. A strange dark light emanates through this hole
and from it you hear the sound of sinister praying, building
in volume.
As you examine the scene, something shimmers into
existence to your right, and the image of a raven appears
and transforms into a severe but beautiful middle-aged
2012-11-24
woman with long black hair and white skin. She remains
floating there, at the edge of the room, saying nothing, just
watching.
If the PCs pray before the apparition of the Raven
Queen, she tells them the prophesy below. PCs hearing this
are left in no doubt that the Rod of Ruin is extremely
important to the fate of the world. In addition she can grant
PCs a holy boon of some sort. Additionally PCs examining
the cathedral can discover how to end the ritual without
defeating Kalarel (see H1 conversion document page 32
'Reversing the Ritual'), which of course involves going
downstairs.
When the Rod of Ruin walks again,
the Age of the Raven will commence.
Soul torn apart will rejoin in Death,
Bloods Oath to cheat again.
The Kings Eye will be found,
a Cauldron of Stone the Ravens mound.
When Deaths Call will be unheard,
five will be chosen the Raven to serve.
The Rotting Legion in darkness waits,
the Man with Secrets its Throne awaits.
The Spire of Souls the five must seek,
or souls fate will past Raven leak.
Nerulls Gate must sealed remain,
or souls fall and the Shackled will be free again.
The Raven Queen will end its flight,
Death turned into Blood Lords night.
The Age of Ravens will have its end,
the Dead the earth to walk again.
Give the PCs 200 XP if they recognize the Raven
Queen and/or examine the blood for a way to end the
ritual.
76

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H1: ORCUS CONVERSION

H1: KEEP OF THE SHADOWFELL

H1: ORCUS CONVERSION

Features of the Area ................................................................... 18

Reversing the Ritual ................................................................... 32

Farm Attacks .............................................................................. 19

Perception Check ......................................................................... 19

The Rod of Ruin .......................................................................... 33

Magic Items Appendix............................................................ 34

Features of the Area ................................................................... 20

The Rod of Ruin .......................................................................... 34

Whats Next? ................................................................................ 20

House Rules Appendix ........................................................... 37

Cult of Orcus .............................................................................. 22

Underwater Swimming ............................................................. 37

Features of the Area ................................................................... 23

NPC Portraits ............................................................................. 39

Slaver Encounter ...................................................................... 24

Players Handouts ..................................................................... 41

Battle Maps ................................................................................. 47

Monster Update ........................................................................ 51

Features of the Area ................................................................... 25

On the Road: Kobold Brigands ............................................... 51

A1: Kobold Ambush ................................................................... 52

The Tombs ..................................................................................... 27

A2: Kobold Lair, Outside .......................................................... 52

The Shadow Dreams .................................................................. 27

A3: Kobold Lair, Inside ............................................................. 53

Area 8: Sir Keegans Tomb ................................................... 28

A4: Burial Site ............................................................................. 55

Keegans Duty .............................................................................. 28

Area 1: Goblin Guard Room ................................................... 56

Area 11: Water Cave .............................................................. 28

Area 2: Torture Chamber......................................................... 57

Water Cave History ................................................................... 28

Area 3: Excavation Site ............................................................. 58

Area 4: Chieftain's Lair ............................................................. 58

The Treasure ................................................................................. 29

Area 5: Crypt of Shadows ......................................................... 59

Area 14: Warchiefs Room ................................................... 30

Area 6: Hidden Armory............................................................ 60

Area 7: Skeletal Legion .............................................................. 60

Area 16: Chamber of statues ............................................... 31

Area 8 Sir Keegan's Tomb ....................................................... 61

Area 18: Cathedral .................................................................. 31

Area 9: The Maze of Caves....................................................... 61

H1: ORCUS CONVERSION

H1: ORCUS CONVERSION

whispered word that brought back memories of lost causes and

The Blood Lord sat on his throne of bones and blood-oozing

H1: ORCUS CONVERSION

tribes, which were almost driven to extinction by Karavakos

as they lacked the power to destroy it. It disappeared and

H1: ORCUS CONVERSION

battling one another until only a few minotaurs remained in

At the pinnacle of Saruun Khels greatness the

Over the following centuries, adventurers came to

Orcus convinced the high priest to start greater