®

THE DEPTHS
OF HUNGER
A Diamond Throne adventure for four 7th-level characters

By Tom Lommel
Requires use of Monte Cook’s Arcana Unearthed: A Variant Player’s Handbook.
Requires use of the Dungeons & Dragons® Third Edition Core Books, published by Wizards of the Coast, Inc.

Additional Credits
Editing and Production: Sue Weinlein Cook
Creative Direction: Monte Cook
Illustrations: Jennifer Meyer and Ed Bourelle
Original Cartography: Tom Lommel
Interior Page Design: Peter Whitley
Thanks to: Scott Bercaw, Mark Byer, Steve Charbonneau, Brad Fierke, Jon George, Pete Kastner, Robben Leaf,
Mike Marohl, Erik Peterson, Joseph Skupniewitz, Luke Withrow, the staff of NASCRAG, and
everyone who played the original incarnations of this adventure as “Fate of the Iron Witch”
Special thanks to Sue and Monte Cook for this remarkable opportunity,
and to my family for their continuing love and support.

This is a free web enhancement for The Diamond Throne.

For more supplemental material, visit Monte Cook’s Website: <www.montecook.com>

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Coast® are registered trademarks of Wizards of the Coast, a subsidiary of Hasbro, Inc., and are used with permission. All rights reserved. Unearthed
Arcana is a trademark of Wizards of the Coast, Inc., a subsidiary of Hasbro, Inc. Arcana Unearthed is used with Wizards’ permission, and all rights are
reserved. Malhavoc is a registered trademark and Eldritch Might is a trademark owned by Monte J. Cook. Sword & Sorcery and the Sword & Sorcery
logo are trademarks of White Wolf Publishing, Inc. All rights reserved. All other content is ©2003 Thomas Lommel. The mention of or reference to any company or product
in these pages is not a challenge to the trademark or copyright concerned. This book is compatible with the Revised 3rd Edition rules. This edition of The Depths of
Hunger is produced under version 1.0a, 4.0, and/or draft versions of the Open Game License, the d20 System Trademark Logo Guide, and the System Reference Document
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Anything else contained herein which is already Open Game Content by virtue of appearing in the System Reference Document or some other Open Game Content source
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The remainder of these Open Game Content portions of this book are hereby added to Open Game Content and if so used, should bear the COPYRIGHT NOTICE “The
Depths of Hunger ©2003, Thomas Lommel.” This material is protected under the copyright laws of the United States of America. Any reproduction, retransmission, or
unauthorized use of the artwork or non-Open Game Content herein is prohibited without express written permission from Thomas Lommel or Monte Cook, except for
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This document is a work of fiction. Any similarity to actual people, organizations, places, or events is purely coincidental.
2 The Depths of Hunger

Table of Contents
Introduction: FATE OF THE IRON WITCH
DM’s Background ................................................3
Adventure Synopsis .............................................4
Getting Started...................................................4
Chapter One: THE JOURNEY BEGINS
Sidebar: The Hatching Chamber...........................................5
Encounters While Underway ...........................6
Mutiny...................................................................................6
Map: The Briny Jack ..............................................................6
Electrical Storm.................................................................7
Sidebar: Expanding the Action .............................................7
Razor Gull Attack ...............................................................7
Blinding Sickness Outbreak.............................................8
Merfolk Gathering ............................................................8
Stranded...............................................................................9
Chapter Two: SCRATCHING THE SURFACE
Navigating the Coral .......................................10
Mosaic Garden...................................................10
The Exile .............................................................10
Map: Nautilus Overview .....................................................11
The Giant Oyster Shell.....................................12
Chapter Three: WHAT LIES WITHIN
Chamber One: Whale Lagoon ..........................13
Map: Nautilus Cross-Section............................................13
Map: Whale Lagoon ............................................................14
Chamber Two: Squid Hatchery ........................15
Map: Squid Hatchery ..........................................................15
Current Situation.............................................................16
Aftermath ...........................................................................17
Chamber Three: Chamber of Echoes ..............18
Map: Chamber of Echoes ...................................................18
Chamber Four: The Howling of the Dead.....18
Map: The Howling of the Dead.........................................19
Chamber Five: Heart of the Conch ................19
Map: The Heart of the Conch ..........................................20
Fulfilling the Oath ..........................................21
Sidebar: The Hungerfire ......................................................21
Breaking the Oath.............................................21
Appendix: CONCLUDING THE ADVENTURE
Further Adventures .........................................22
Open Game License............................................23

CONTRIBUTORS
About the Author
First introduced to roleplaying games in 1984, Tom Lommel has been a playtester for Monte Cook’s Arcana Unearthed, The
Diamond Throne, and other Malhavoc Press products. Tom co-wrote and produced the Alba-Ker dungeon duels featured at
Gen Con for 10 years and is currently a judge for the NASCRAG series of adventures, one of the oldest independent tourna-
ment events at Gen Con. In addition to moderating the message forums at montecook.com, Tom is a member of the Council
of Magisters and helps oversee <www.diamondthrone.com>, the official fan website for Monte Cook’s Arcana Unearthed. Besides
writing this adventure, he also created its original maps.

About the Illustrators

If you like d20 System products, chances are you’ve run across the creative work of writer, illustrator, and cartographer Ed
Bourelle before. His artwork and maps have appeared in products from Bastion Press, Fantasy Flight Games, Mystic Eye
Games, Sovereign Press, Sword & Sorcery, and more. Learn about him at his website <www.skeletonkeygames.com>.
Jennifer Meyer, sometimes considered a wanderer, currently resides in the mountains of Utah. For Malhavoc Press she
has illustrated Monte Cook’s Arcana Unearthed, DM’s Screen and Player’s Guide, and The Diamond Throne. You can also see
her work in books from Green Ronin, Sovereign Press, and Goodman Games. Check out her online portfolio at this site:
<http://home.earthlink.net/~tabykat/main.html>

Malhavoc Press
Malhavoc Press is Monte Cook’s d20 System imprint devoted to the publication of unusual magic, monsters, and evocative
game elements that go beyond traditional fantasy. Malhavoc Press products exhibit the mastery of the d20 System rules that
only one of its original designers can offer.
Look for The Diamond Throne, in stores now. This sourcebook provides prestige classes, magic items, a gazetteer, and crea-
tures for Monte Cook’s Arcana Unearthed. The variant player’s handbook offers new rules, races, and classes for advanced
roleplayers.
Current Malhavoc Press titles are available to purchase in either print or electronic (PDF) format at Monte’s website:
<www.montecook.com>.

Fate of the Iron Witch
The Depths of Hunger debuted at Gen Con 2003 as “Fate of the Iron Witch” and has been extensively expanded and revised
for use in your own Arcana Unearthed campaign. While the plot shows its game convention roots in its linearity, the encounters
are not necessarily the sort of straightforward dungeon hack so often featured (and enjoyed) at a con. The themes
of ceremony, oath-taking, and moral ambiguity found in Monte Cook’s Arcana Unearthed make the decision
his adventure is a web enhancement for The Diamond
T Throne , a setting book for Monte Cook’s Arcana
Unearthed. It not only introduces new monsters and
magic items, but it also shows the Arcana Unearthed rules in
action, including weaving spell slots and using ceremonies,
oaths, mind witch powers, and detonations.
DMs simply need a copy of Monte Cook’s Arcana Unearthed
to run this adventure. The stats outline all major abilities
and relevant rules, although some DMs may wish to refer to
the DMG or MM for clarification on the finer points. The
Diamond Throne campaign sourcebook also will be helpful;
most NPCs are equipped with magic items found there, and
the locations are set in the lands of the Diamond Throne.
Throughout this sourcebook, references to spells, feats,
and other rules are from Monte Cook’s Arcana Unearthed and
also to rules from the three Core Rulebooks: the Player’s
Handbook, DMG, and MM.
DM’s Background
Years ago, deep under the Great Eastern Sea, a covey of sea
hags slid silently through the ocean’s depths aboard a colos-
sal nautilus snail named Phulsileerius. The nautilus served
as both ship and shelter, and together Phulsileerius and the
three sisters wandered the deepest trenches of the ocean,
seeking the rare treasures lost on the cold dark bottom of
the sea.
Destoari, the oldest hag sister, plotted their course and
directed their journeys. The middle sister, Shassalia, devel-
oped the powers of her mind and often would use these abil-
ities to subjugate or exploit those they met under the sea.
Briinkirria, a greenbond and the youngest of the covey,
served as the colossal snail’s keeper. Other than her sisters,
Briinkirria had no closer companion than Phulsileerius.
Eventually the nautilus grew slow and old, and the sisters
retired with Phulsileerius to a warm vent deep off the coast of
White Shoal Island. When Phulsileerius passed away, Destoari
accepted it as inevitable and turned the nautilus shell into a
memorial, encrusting it with adornments and bits of coral to
create both a beautiful shrine and a sturdy set of defenses.
Briinkirria was heartbroken, however. Despite her under-
standing of the circle of life, she refused to accept this as the
Introduction
3
to draw your sword a complex choice with definite consequences.
final end. Instead, she dedicated herself to breaching the veil
between herself and the spirit plane in an attempt to reunite
with her longtime companion. In this obsessive quest,
Briinkirria eventually began tampering with an ancient item
she had found but never dared use: the Black Conch.
The Black Conch is a conduit for all the primal, malevo-
lent urges that sleep in the ocean’s gloomy depths. It has cor-
rupted Briinkirria by posing as the trapped spirit of
Phulsileerius, telling her that somehow the spirit of the nau-
tilus was captured inside the conch, and through the proper
sacrifices, it could fully rejoin the material world.
This has caused a great rift between the sisters.
Destoari believes the shell should remain at rest on the
sea bottom, a solemn tribute to their great friend. She has
worked hard to nurture the coral forest and create the
memorial mosaic that decorates the surface of the shell. She
sees the influence of the Black Conch as a perversion of
nature and a rebellion against her rightful authority as the
eldest of the covey.
Briinkirria is deluded but driven. She insisted they make
every attempt possible to raise Phulsileerius, ignoring the
darkness of the foul deeds the Black Conch goaded her to
perform. Using a dark ritual the conch taught her, Briinkirria
ignited the hungerfire, a magical flame that converts living
flesh into negative energy. Under the conch’s direction,
Briinkirria soon amassed a small force of zombie sea crea-
tures and lifted the empty shell off the sea bottom. The nau-
tilus began plying the depths, in search of ever more life to
fuel the hungerfire animating its undead servitors.
The middle sister, Shassalia, quickly sided with her
younger sibling. She is glad to be trawling the depths of the
ocean again and revels in her newfound role as harvester of
the deep. She always resented Destoari’s authority and,
though she is a bit scared by the dark path Briinkirria has set
them upon, she is also intoxicated by their mounting power.
Destoari, unable to bring her sisters to reason, but unwill-
ing to raise her hand against them, has resigned herself to a
life of exile inside an old wreck on the shell’s surface. She is
aware of her sister’s insanity, although she does not realize
the extent to which the Black Conch has perverted
Briinkirria. She cannot bring herself to confront both her
4 The Depths of Hunger
sisters—it is a battle she’d surely lose. She longs to reunite
the covey and return Phulsileerius to his rightful rest but,
unable to overcome the influence of the Black Conch, she
must be content to quietly watch and wait.
Adventure Synopsis
The party’s primary goal is to deliver a special chamber con-
taining the iron witch Lallask to a mojh in the city of Shana
on the Fallanor coast. Lallask is transforming to mojh, and
complications have arisen. The party must guard the cham-
ber during the four-week journey across the sea. During the
initial three weeks of the trip, the party might deal with a
mutiny, storm, sickness, or other delays. The characters
might also have the opportunity to participate in a memorial
ceremony for the ship’s former captain.
At the end of the third week, the nautilus shell rises up
and strands the ship. In exploring the “island,” the PCs may
encounter Destoari, who asks them to liberate her sisters
from the Black Conch. She offers the characters much help
and many rewards, but insists they swear an oath to allow
no permanent harm to come to her sisters. A giant clamshell
gives entrance to the interior of the nautilus.
Inside, the party discovers the zombie sea creatures that
propel the nautilus. The characters are also exposed to the
effects of the hungerfire smoke, which enables them to fly. As
they continue to explore, they encounter Shassalia, who has
been delayed in attacking the ship by three marine trolls.
These scrags seek vengeance and may mistake the party for
Shassalia’s reinforcements. The characters must pick a side
as they walk in on the middle of this heated battle.
After encountering a trap, the party discovers a mound of
sentient creatures that burn with the hungerfire and are slow-
ly transforming to undeath. The hungerfire smoke gets thick-
er and the party enters the final chamber, the heart of the
Black Conch, where they face off with Briinkirria and her
dark companion.
Returning to the surface, the party may face some
unpleasant consequences if the characters swore the oath to
Destoari but reneged on the deal: Destoari is burning their
ship down. In any event, they must find a way to free the
ship from the nautilus shell and get back underway in order
to deliver Lallask before it's too late.
This is essentially a “beat-the-clock” scenario, for the
party has only a limited time to get Lallask to Shana, or he
will die. Most DMs will find it helpful to make note of the
elapsed time and number of delays as the adventure pro-
gresses.
Getting Started
In the city of Ka-Rone, a mojh alchemist named Zarkiil has
been helping the iron witch Lallask Turveen undergo the
transformation to mojh. Unfortunately, something’s gone
wrong. The final steps in the process involve suspending
Lallask for a week in a potent alchemical solution inside a
coffinlike tank known as a hatching chamber. It’s already
been two weeks, and Zarkiil’s measurements show that the
transformation is not proceeding properly. While Lallask is
not dying, he is in extreme distress—trapped in a coma, his
form neither human nor mojh.
Zarkiil has done all it can. It’s decided to transfer Lallask
to a mojh specialist named Kallithrex in the southern city of
Shana. Zarkiil has chartered passage aboard the next ship
leaving for Shana, the Briny Jack, and seeks a small group of
trustworthy guards to escort Lallask’s hatching chamber dur-
ing the four-week journey. Zarkiil offers to pay 200 gp per
week—a total of 800 gp—per guard. Half of this amount is
available up front; Kallithrex will pay the remainder on deliv-
ery of the chamber.
In addition, Zarkiil will allow PCs to purchase items from
its alchemy shop at a discount of 20 percent. Zarkiil’s busi-
ness, The Alchemist’s Retreat, commonly stocks any potion
or oil with a market price of 500 gp or less. More expensive
items are specially brewed and available only at the DM’s
discretion.
Note that, since the ship is departing tonight, there is not
a lot of time for negotiations or extended shopping sprees.
Zarkiil has administered a stabilizing agent to Lallask, but
impresses upon the party that the witch may very well die if
not delivered to Kallithrex as soon as possible. He will sur-
vive in the tank no longer than five more weeks.

The Journey Begins
The adventure begins as the player characters inspect their ship at the docks in Ka-Rone.
he Briny Jack, a two-masted sailing ship, measures 20
T feet wide and 80 feet long. (See the map on page 6.)
It is primarily a cargo ship that specializes in the long
and dangerous journey between Ka-Rone and the Fallanor
Empire. The 20 crewmembers are all sibeccai, as is the cap-
tain, Sengarr the Ready. This is the first voyage under
Sengarr’s command. The former captain, a giant named Io-
Dorthun, was manning the wheel during a raging storm
when he was washed overboard and lost at sea. Although
Sengarr was Io-Dorthun’s first mate for several years, he is
very nervous and uncomfortable with his new position of
authority. Between the shock of losing Io-Dorthun and the
doubts raised by Sengarr constantly second-guessing him-
self, morale aboard ship is rapidly declining.
Sengarr the Ready: Male Sibeccai Expert 4; CR 3; HD 4d6–4
(16 hp, dying –0, dead –9); Init +1; Speed 30 feet; AC 14
(+1 Dex, +3 armor), touch 11, flat-footed 13; Base Atk +3;
Grapple +6; Atk +7 scimitar (1d6+4/19–20×2); Full Atk +7
scimitar (1d6+4/19–20×2); SA —; SQ Low-light vision;
SV Fort +1, Ref +2, Will +5; Str 16, Dex 13, Con 8, Int 13,
Wis 10, Cha 12
Skills: Diplomacy +8, Gather Information +10, Intuit
Direction +7, Knowledge (sailing and navigation) +10,
Spot +7, Swim +10, Use Rope +8,
Feats: Martial Weapon Proficiency, Skill Focus (Knowledge
[sailing and navigation]), Tattooed Spell (lesser ability boost)
Possessions: Scimitar +1, masterwork studded leather jack, oil
of heightened magic armor
The Briny Jack does not normally carry passengers, but
Zarkiil has paid Sengarr handsomely for his services. Sengarr
has forced a third of the crew to double-bunk and given the
extra quarters to the party. The accommodations are spartan,
but the party does have its own private room, complete with
four sets of bunk beds.
In an effort to impress the party, Sengarr has limited the
crew’s daily ration of wine and forbidden gambling during the
trip. Neither of these orders has been particularly popular.
You may wish to highlight this unrest in the following ways:
Confrontation: The party overhears an argument between
Sengarr and a crewmember over the work schedule and
accommodations.
Chapter One
5
Get Out of the Way: While a PC is on deck enjoying the
sea air, a gruff sibeccai asks him or her to get belowdecks so
the crew can swab the
deck. The Hatching Chamber
Little Annoyances: Some 5 feet wide and 10 feet long, Lallask’s
steel container is fitted with an intricate array of
A rat is set loose in pipes, valves, and copper tubing. It weighs 500
the PCs’ room, the lbs. and has a hardness of 10 and 120 hit points
(break DC 28). A successful Alchemy check (DC
odor of rotting fish 25) indicates the current status of the cham-
occurs randomly in ber’s occupant. Mojh receive a +4 insight bonus
on this check. Opening the chamber before the
the hall outside, and transformation is complete kills the occupant.
the porthole in their
cabin has been nailed
shut from the outside.
Typical Sibeccai Crewmembers (20): Male and Female Sibeccai
Expert 2; CR 1; HD 2d6+2 (9 hp, dying –1, dead –13); Init +2;
Speed 30 feet; AC 15 (+2 Dex, +3 armor), touch 12, flat-
footed 13; Base Atk +1; Grapple +4; Atk +6 dagger
(1d4+4/19–20×2); Full Atk +6 dagger (1d4+4/19–20×2)
or +3 heavy crossbow (1d10/19–20×2); SA —; SQ Low-
light vision; SV Fort +1, Ref +2, Will +3; Str 16, Dex 15,
Con 12, Int 11, Wis 10, Cha 8
Skills: Gather Information +6, Knowledge (sailing and navi-
gation) +8, Sneak +9, Spot +5, Swim +8, Use Rope +7
Feats: Bonded Item (dagger), Skill Focus (Knowledge [sailing
and navigation])
Possessions: Masterwork dagger, heavy crossbow, 20 bolts,
masterwork studded leather jack, potion of lesser battle heal-
ing, oil of magic weapon
If the party inquires (or snoops around in the hold), the
characters find the following items among the ship’s cargo:
• Several crates of silken goods, including many bolts of
cloth and silk rope
• Bales of Ao-Manasan cotton
• Heavy boxes containing an assortment of picks, shovels,
and other mining tools
• Casks of Mi-Theronian perfumes and soaps
• Carefully packed crystalware and sculpture from Navael
• Crates with sewing needles and spools of colored thread
• Bottles of Sormerean fine wine
• Cases of cheese from Jerad
6 The Depths of Hunger
Encounters While
Underway
The following encounters should be used to flesh out the
first three weeks of travel at sea. Pick the ones that best fit
your group’s style. As a general rule, three encounters should
take place during the initial three weeks of the journey.
Mutiny (EL 7)
The dissatisfaction with Sengarr’s orders comes to a boiling
point. Twelve of the crew insist that Sengarr step down as
captain or they’ll scrub the trip and steer the ship to the
nearest port. The leader of the mutiny is Krohl the
Dauntless, a brash character who is very demanding and
quick to insult. He acts hostile toward both Sengarr and the
party (whom he blames for all the extra rules).
Krohl the Dauntless: Male Sibeccai Expert 2; CR 1; HD 2d6+2
(11 hp, dying –1, dead –13); Init +2; Speed 30 feet; AC 15
(+2 Dex, +3 armor), touch 12, flat-footed 13; Base Atk +1;
Grapple +4; Atk +6 morningstar (1d8+4); Full Atk +6
morningstar (1d8+4); SA —; SQ Low-light vision;
SV Fort +1, Ref +2, Will +3; Str 16, Dex 15, Con 12, Int 11,
Wis 10, Cha 8
Skills: Diplomacy +4, Intimidate +7, Knowledge (sailing and
navigation) +8, Spot +5, Swim +8, Use Rope +7
Feats: Bonded Item (morningstar), Skill Focus (Intimidate)
Possessions: Masterwork morningstar, heavy crossbow, 20
bolts, masterwork studded leather jack, potion of lesser bat-
tle healing, oil of magic weapon
Incensed by this insubordination, Sengarr responds by
threatening the insolent crewmembers with a wide variety of
punishments. Unfortunately, his position is not particularly
strong—only four crewmembers openly support him. The
remaining four are undecided.
The party has an opportunity to sway the outcome of this
dispute. If the PCs do nothing, Krohl’s men subdue Sengarr
and tie him up in the cargo hold. Krohl then has the charac-
ters evicted from their quarters and issues them bedrolls. He
will be uncooperative with any request the party makes and
immediately heads the ship for the closest port city. This out-
come spells almost certain doom for Lallask.
If the characters openly support the mutiny, Krohl’s atti-
tude toward them becomes indifferent. He continues the
voyage but behaves curtly and grants special requests only
grudgingly. He eases the workload on the crew, which adds
two additional days to the journey. If the party takes steps to
appease him (sharing their quarters, offering additional pay,
etc.), the characters may attempt to change his attitude to
friendly with a Diplomacy check (DC 15). Success gets the
trip back on schedule.
If the player characters support Sengarr during the con-
frontation, they need to change Krohl’s attitude from hostile
to indifferent. This is a Diplomacy check (DC 25). The party
can use a variety of tactics to improve the chances:
Mod. Action
+4 Party offers to give up its quarters.
+2 Party offers to share its quarters.
+2 Party agrees that the rules for shipboard conduct
should be loosened.
+2 Any giant PC in the party speaks on Sengarr’s
behalf.
+2 Party invokes the name of Io-Dorthun during its
argument.
+1 Per 100 gp in extra pay offered by the party.
+1 Per crewmember who becomes indifferent to the
party (11 are currently unfriendly; each Diplomacy
check [DC 15] turns one indifferent).
–1 Per mutinous crewman who becomes hostile to the
party (through failure of a Diplomacy check with a
score of less than 5).
–4 Party does not attempt to sway any of the mutinous
crewmembers supporting Krohl.
This is intended to be a roleplaying encounter, so feel free
to assign other circumstance modifiers as appropriate. If the
party successfully reinforces Sengarr’s command, the voyage
continues in a timely fashion and morale actually improves
somewhat. Award the characters full XP as if they had
defeated a CR 7 encounter.

If the party supports the mutiny and helps Krohl become
captain, only award them 50 percent of the XP for the
encounter. If they took no action, they earn zero XP and will
have to deal with the impending consequences of a ship with
a hostile captain steering them toward a foreign port.
Electrical Storm (EL 7)
A powerful thunderstorm blows up at sea. Although it is natu-
ral, it howls with intense winds and dangerous lightning
strokes. Any greenbond in the party can use the bond with the
Green ability to sense the approaching storm. A caster level
check (DC 25) yields the distance and direction (seven miles
away, coming from the northeast), along with an indication
of the storm’s severity. The pounding waves and strong winds
have a high likelihood of blowing the Briny Jack off course.
The storm is bearing down quickly, so the crewmembers
scramble to prepare the ship. They need help dropping the
two main sails and securing the hatches. The party might
also want to take extra steps to ensure the cargo is not
thrown around. Give each character three different
attempts to make a Use Rope check (DC 15) to help accom-
plish these tasks. Characters who make a Knowledge (sail-
ing and navigation) check (DC 15) gain a +2 insight bonus
in their efforts. If the party cannot collectively succeed at
six of the checks, the ship is not properly prepared when
the storm hits.
The storm rages for an hour. Most of the sibeccai go
belowdecks, grab buckets, and form a bailing crew. Sengarr
stays at the helm and tries to guide the ship. Every 10 min-
utes during the gale he has to make a Strength check to keep
the Briny Jack on course. The checks get progressively harder:
The initial DC is 15, then 20, and then two DC 25 checks.
The final two checks for the hour are DC 20 and 15. Grant a
+4 circumstance bonus to all these checks if the party suc-
cessfully prepared the ship before the storm hit. Up to two
characters can each make a Strength check (DC 10) to aid
another (granting a +2 circumstance bonus) if they wish to
assist Sengarr. Optionally, if one of the PCs is stronger than
Sengarr, he yields the wheel to that character and attempts
to aid him or her. The ship is blown off course if Sengarr
can’t make three or more checks. It takes a full day of sailing
to get the ship back on course.
Additionally, during each 10-minute interval, there is a 20
percent chance that someone on the deck of the ship will be
struck by lightning. Each bolt inflicts 8d6 points of electrici-
ty damage (Reflex save, DC 14 for half).
The storm reduces visibility by three quarters, imposing a
–8 penalty on Spot, Search, and Listen checks. Ranged
weapon attacks become impossible, and unprotected flames
are automatically extinguished. Protected flames (such as the
Chapter One: The Journey Begins
7
lanterns which dot the ship) dance wildly and have a 50 per-
cent chance of being extinguished.
Any character on deck during the storm must make a
Fortitude save (DC 15). Medium characters find themselves
checked by the force of the winds and cannot move forward,
while Small creatures
are knocked prone. Expanding the Action
Tiny creatures on the If you would like to include more party mem-
deck are knocked bers in the storm event, PCs can help the sibec-
cai bail. Use the same mechanics for steering
prone and rolled the ship (progressive Strength checks every 10
1d4×10 feet, taking minutes, same DCs) with a corresponding loss
of travel time for failure as the ship takes on
1d4 points of subdual water. You are encouraged to use circumstance
damage per 10 feet. bonuses to reward ingenuity.
Tiny flying creatures
are blown back
2d6×10 feet and take
2d6 points of subdual
damage due to batter-
ing and buffeting.
Razor Gull Attack (EL 7)
A cloud of razor gulls attacks the ship. Resembling black
seagulls with silver patches on their wings and sharp, serrat-
ed beaks, these carnivorous birds are voraciously hungry due
to Briinkirria’s harvesting of fish.
Razor Gull Swarms (5): Diminutive Animal (Swarm); CR 2; HD
3d8 (17, 13, 15, 11, 9 hp, dying 0, dead –11); Init +6; Speed 5
feet, fly 40 feet (good); AC 16 (+4 size, +2 Dex), touch 14,
flat-footed 12; Base Atk +2; Grapple —; Atk Swarm (1d6);
Full Atk Swarm (1d6); Face/Reach 10 × 10 feet/0 feet;
SA Distraction, wounding; SQ Half damage from slashing
and piercing, low-light vision, swarm traits; SV Fort +3,
Ref +7, Will +3; Str 3, Dex 15, Con 10, Int 2, Wis 14, Cha 4
Skills: Listen +7, Spot +7
Feats: Improved Initiative, Lightning Reflexes, Skill
Application (Spot and Listen)
Combat
A razor gull swarm seeks to surround and attack any warm-
blooded prey it encounters. To attack, a single swarm moves
into opponents’ spaces, which provokes an attack of oppor-
tunity. It can occupy the same space as a creature of any size,
since it crawls all over its prey, but remains a creature with a
10-foot space. Swarms never make attacks of opportunity,
but they can provoke them.
Unlike other creatures with a 10-foot space, a swarm is
shapeable. It can occupy any four contiguous squares, and it
can squeeze through any space large enough to contain one
of its component creatures.
8 The Depths of Hunger
Distraction (Ex): Any living creature that begins its turn
with a swarm in its space must succeed on a Fortitude save
(DC 11) or be nauseated for 1 round. The save Difficulty
Class is Constitution based.
Wounding (Ex): Any living creature damaged by a razor
gull swarm loses 1 point of Constitution damage from blood
loss. A critical hit does not multiply the Constitution dam-
age. Creatures immune to critical hits (such as plants and
constructs) are immune to this Constitution damage.
Vulnerabilities of Swarms
Swarms are extremely difficult to fight with physical attacks.
However, they have a few special vulnerabilities, as follows:
A lit torch swung as an improvised weapon deals 1d3
points of fire damage per hit.
A weapon with an energy or elemental ability deals its full
energy or elemental damage with each hit, even if the
weapon’s normal damage can’t affect the swarm.
A lit lantern can be used as a thrown weapon, dealing 1d4
points of fire damage to all creatures in squares adjacent to
where it breaks.
A Knowledge (nature) check (DC 15) reveals that many
members of the swarm are emaciated and malnourished. A
Knowledge (dangerous beasts) check (DC 15) reveals that
razor gulls normally do not attack sailing vessels and instead
feed on schools of fish that swim near the surface.
Blinding Sickness Outbreak (EL 5)
One of the meals regularly served aboard ship is a runny soup
accompanied by a hard biscuit. Unfortunately, on this day the
cook prepared the soup using water tainted with blinding sick-
ness. Note that a greenbond’s ability to identify safe drinking
water does not apply in this case, because the water was incor-
porated into the soup. A curious character can make an
Alchemy check (DC 20) to identify that the soup is tainted.
Everyone who consumes the meal must make a Fortitude
save (DC 16) or contract blinding sickness within 1d3 days.
The damage is 1d4 points of Strength. Each time victims take
2 or more points of Strength damage, they must make
another Fortitude save or go blind permanently. Once per
day afterward, they must make a successful Fortitude saving
throw to avoid repeated damage. Two successful saving
throws in a row indicate that they have fought off the dis-
ease and recovered, taking no more damage.
Use of the Heal skill can help a diseased character. Every
time a diseased character makes a saving throw against dis-
ease effects, the healer makes a check. The diseased character
can use the healer’s result in place of his or her saving throw
if the Heal check result is higher. The diseased character
must be in the healer’s care and must have spent the previ-
ous eight hours resting. Healers can tend up to six patients
at a time, but cannot give long-term care to themselves.
If unattended, characters recover points lost to ability
score damage at a rate of 1 point per day, even while a disease
is in progress. That means a PC might be able to withstand
the disease without accumulating any damage.
Regardless of the results for the party, nine crewmembers
fall ill. For each day that four or more crewmembers are
sick, the ship loses a day of travel progress. Party members
can fill in for sick crew and alleviate this penalty. However, a
character cannot care for sick crewmembers and also assist
in sailing.
Merfolk Gathering (EL 6)
The ship passes through the home territory of a tribe of mer-
folk. Sengarr is on the lookout for them—over the course of
many voyages, Io-Dorthun built a strong trading relation-
ship with the tribe. The merfolk exchange beautifully crafted
pieces of jewelry made from shells, pearls, and coral for sur-
face items such as cheese, cotton, and wine. The trade is
lucrative for both parties, and Io-Dorthun made sure to pass
through merfolk territory whenever possible.
The merfolk appear beside the ship suddenly, greeting the
boat by waving their spears and slapping their tails on the
surface of the water. There are approximately 30 merfolk in
the tribe, led by Dorsa, a matronly elder who also serves as
their priestess. Once aboard, she immediately inquires as to
the whereabouts of her beloved friend, Io-Dorthun.
She is deeply saddened to hear of his passing. Dorsa
insists that Sengarr stop the ship so they may prepare a
proper memorial ceremony. Unless the party employs some
heavy-handed tactics or extremely deft persuasion, Sengarr
agrees to drop the sails for the day while the merfolk make
preparations for the memorial that night.
Most of the day is spent preparing the feast for the cere-
mony. The party has an opportunity to speak with the mer-
folk and find out about current events at sea. Gather
Information checks reveal the following items:
Result Information
10 Whaling has been bad for several months. Whales
are disappearing, but no one can tell why or where
they’re going.
10 The tribe normally would be following the schools
of fish south this time of year, but the large schools
seem to be staying north for some reason.
15 A pirate ship named the Yellow Dog recently sank.
Its cargo hold was empty and there were no bodies
on board. The merfolk suspect rival pirates cap-
tured the crew and scuttled the ship.

15 A faen airship was spotted in the vicinity just last
week, headed east.
20 A rival tribe of scrags, the Shakalzarr, have stopped
patrolling their territory. They may have moved to
other waters. If so, the merfolk can roam the
Shakalzarr’s warmer, more bountiful territory.
20 Water spirits that normally prowl the deepest
cracks of the sea have been seen undulating
through shallower waters. Something must have
stirred them from their cold, dark homes.
25 Mysterious purplish-blue oil slicks have been spot-
ted at sea, but no investigator has returned to tell
about them. The waters near these slicks have a
tangy, almost sulfuric, taste.
At sunset, the memorial ceremony begins. It consists of
three parts, each intended to assist Io-Dorthun’s spirit in its
journey across the Sea of the Dead. The party is invited to
join in the ritual along with the crew.
In the first part of the ceremony, a lavish meal is placed
before each of the participants. Exotic seafood fills the air
with a tempting, delicious aroma. A trio of merfolk plays a
long song of thanksgiving on seashell lutes. Dorsa thanks
the sea goddess for her mercy and bounty—and then
proceeds to cast her full plate overboard, as a sacrifice to feed
and strengthen Io-Dorthun in the journey before him. The
rest of the crew and merfolk follow suit. Party members who
sample any of the dishes are not openly reprimanded, but
draw disapproving looks from those merfolk who notice.
In the second segment of the ceremony, gifts are offered
up to Io-Dorthun. Each merfolk presents some personal
item, explains its significance and how it will aid the giant’s
spirit, and then casts it into the sea. Dorsa removes a much-
prized ring of fire and heat, which she used to defeat a band of
marine trolls, and tosses it overboard.
In the final part of the ceremony, the merfolk pour a small
amount of seawater into large wooden bowls containing
votive candles, slice open a finger with some jagged coral,
drip the blood into the water, and set the bowls adrift on the
sea. Dorsa explains that these floating lanterns are spirit-
decoys, meant to confuse the Eaters of the Deep, tricking
them into attacking the flickering bowls while Io-Dorthun’s
soul sails safely past.
If the party does not participate at all, the crew is offended
and treats them coolly for the rest of the trip. Should the
characters join in the ceremony, but only half-heartedly,
Dorsa thanks them for participating and wishes them luck in
their journey. Award them 50 percent of the XP for a CR 6
encounter.
Chapter One: The Journey Begins
9
If they sincerely, actively participate (being careful not to
eat the food, sacrificing an item of personal significance, giv-
ing a speech at the ceremony, etc.) award them full XP for a
CR 6 encounter. Additionally, Dorsa pulls the characters
aside and thanks them deeply for their consideration. She
gives each PC a shell necklace worth 100 gp, signifying that
each is a friend of the tribe. She also gives each of them a
special gift: a pearl of sturdying. This item is identical to a 10-
hp sturdying elixir, except that it must be crushed in order to
gain the temporary hit points that item grants.
Stranded
This required event takes place at night, toward the end of
the party’s third week at sea. (Thus the characters have
approximately one week left in their journey, unless they’ve
been delayed by some of the previous random encounters.)
Anyone on deck will notice a purplish-blue phosphores-
cence welling up underneath the ship. Occasionally a large
bubble of luminescent blue vapor belches up out of the
ocean and rises into the night air. Characters who make a
Spot check (DC 15) can detect a huge school of dimly-glow-
ing squid spiraling up from the deep. They are spouting a
peculiarly thick purplish oil instead of their normal ink
cloud. This poisonous oil paralyzes any aquatic creatures
who touch it. A greenbond character’s bond with the Green
ability reveals that the squid are not natural and that several
more large unnatural creatures are rapidly approaching from
deep below the ship.
The party can try to take evasive action, but the water
around the ship quickly becomes entangled in a morass of
squid tentacles more than 500 feet in diameter. This is
shortly followed by several geysers of luminescent blue vapor
and a loud thump as the ship is struck by a nautilus shell ris-
ing up underneath it. Anyone standing on the deck must
make a Fortitude save (DC 13) or be knocked prone.
The Briny Jack is aground amid a forest of 30-foot-tall
razor-sharp coral. An “island” some 600 feet in diameter
rises up out of the sea, stranding the ship. As the squid slide
off the side of the ship and flop about the jagged surface
below, it’s clear that being stranded is not the party’s only
problem: The coral has punched a hole in the hull 12 feet
across, next to the cargo hold.
 Chapter Two
Scratching the Surface
At first, the characters may believe they are stranded atop some sort of bizarre floating island.
Knowledge (nature) check (DC 20) reveals that the
A “island” is, in fact, the shell of the colossal chambered
nautilus snail more than 400 feet across. If they pick
at the shell with an axe or other weapon, it has a hardness of
8 and 540 hit points.
Navigating the Coral
The coral forest is extremely treacherous. Anyone attempting
to move through the jagged, slimy outcroppings must suc-
ceed at a Balance check (DC 15) or slip, fall prone, and take
2d4 points of damage from scraping the coral. Even if the
Balance check succeeds, characters can move at only half
speed. As shown on the Nautilus Overview map on the next
page, a path winds its way around the surface of the shell.
Once the characters reach the path, they can move along
unhindered by the coral.
The sections that follow refer to various locations atop the
nautilus shell.
Mosaic Garden (EL 3)
In this clearing along the north leg of the path, Destoari
has carefully crafted several mosaics from seashells, coral,
and bright bits of stone. The mosaics depict five different
scenes:
• Phulsileerius and the hags defend themselves from an
inshon ambush.
• The nautilus encounters a kraken deep in the dark
bowels of the sea.
• The three hags explore the ruins of a strange sunken city
as the nautilus hovers in the background.
• A large, intricate portrait depicts the nautilus with the
name “Phulsileerius” spelled out at the bottom. At the
top, the phrase, “Rest well, old friend” is written in
Aquan.
• A more recent picture shows the empty nautilus shell. It
appears cracked vertically into three sections. A lone fig-
ure stands atop one section, next to a shipwreck.
Another figure stands on the center section, its back
turned to the viewer. A third figure is silhouetted in the
shadow of the shell.
Destoari has placed an invisible touch-triggered rune of
affliction over the shadowed figure in the last scene. This
rune is invested; anyone touching it takes 2d6+10 points of
water damage (Reflex save, DC 13, for half). A runethane in
the party can detect the invisible rune with a caster power
check (DC 16). The runethane can then attempt to erase the
rune by making another caster power check (DC 15). This is
a CR 3 trap.
The Exile (EL 9)
If the characters head farther north along the path, they
reach an old shipwreck.
A shipwreck lies on its side in a large clearing. Only
the bow section of the ship remains, and giant
clamshells mortared together with mud and seaweed
form a wall that seals off the interior of the ship. A huge
shell covers what was once the cargo hatch. Judging by
the intricate rune inscribed on its surface, this shell
appears to be the door.
The door has a rune of warding on it. Anyone who touches
it must make a Will save (DC 13) or refuse to come within 10
feet of the door for five days.
This is the abode of Destoari. Initially she seems extreme-
ly cautious and surveys the party through various peepholes
she’s built in the clamshell wall. In fact, the party may not
have any idea who they’re dealing with, since Destoari keeps
moving from peephole to peephole, constantly questioning
the PCs about their origin and purpose here and refusing to
show her face. She’s afraid that Briinkirria has become bold
enough to send someone to capture her. Her initial attitude
toward the characters is unfriendly, but they can change it
via a Diplomacy check. Award a +4 circumstance bonus to
this check for each of the following behaviors: The PCs speak
in Aquan, they include compliments about the memorial
mosaic garden, or they assume a nonthreatening stance (no
overt spellcasting or weapons at the ready).
If they can’t change her attitude from unfriendly, she
accuses them of being spies or assassins and dismisses them
curtly. If the party only changes her attitude to indifferent
 Chapter Two: Scratching the Surface
11
(scoring DC 15–24 on the
check), she continues her
conversation through the
wall. If they convince her
to take a friendly stance
(DC 25+) she opens the
door and invites them
inside her simple, one-
room home. She pauses to
put a blue silk shroud over
her head to suppress her
horrific appearance while
entertaining.
If the party attacks,
Destoari is fully equipped
to defend herself.

Destoari, Sea Hag

Runethane 5: Medium
Monstrous Humanoid
(Aquatic); CR 9; HD
3d8+6, 5d6+5 (42 hp);
Init +1; Speed 30 feet,
swim 40 feet; AC 20
(+1 Dex, +4 natural, +5
armor), touch 11, flat-
footed 19; Base Atk +5;
Grapple +9; Atk
Quarterstaff +9 melee (1d6+6); Full Atk Quarterstaff +9
melee (1d6+6) or 2 claws +9 melee (1d4+4); SA Horrific
appearance, evil eye; SQ Amphibious, spell resistance 14,
erase rune, sense rune, invested rune; SV Fort +3, Ref +5,
Will +8; Str 19, Dex 12, Con 12, Int 12, Wis 13, Cha 14
Skills: Concentration +6, Craft (sculpture) +5, Knowledge
(runes) +9, Listen +6, Sneak +4, Spellcraft +6, Spot +6,
Swim +11
Feats: Resistance to Magic, Skill Application (Spot and
Listen), Sturdy, Tattooed Spell (levitate), Tough Hide
Runes: (5 total/2 available): Rune of affliction, rune of armor,
rune of conjuring, rune of knowledge, rune of rest
Spells Readied: (4/3/1; DC 11 + spell level): 0—bash, detect
magic, read magic, saving grace, seeker; 1st—compelling
command, mudball, obscuring mist, resistance; 2nd—lesser
sealed door
Possessions: Headband of intellect +2, runic leather coat +1
(10 percent chance of spell failure, inscribed with a rune of
conjuring), wall of ice token, lesser drain away speed
detonation, lesser resilient sphere detonation, oil of greater
repair
Combat
Horrific Appearance (Su): The sight of a sea hag proves so
revolting that anyone (other than another hag) who sets
eyes upon one must succeed at a Fortitude save (DC 13) or
instantly become weakened, taking 2d6 points of Strength
damage. This damage cannot reduce a victim’s Strength score
below 0, but anyone reduced to Strength 0 is helpless.
Creatures that are affected by this power or that successfully
save against it cannot be affected again by the same hag’s
horrific appearance for another 24 hours.
Evil Eye (Su): Three times per day, Destoari can cast her
dire gaze upon any single creature within 30 feet. The target
must succeed at a Will save (DC 13) or be dazed for three
days, although remove curse can restore sanity sooner. In
addition, an affected creature must succeed at a Fortitude
save (DC 13) or die from fright. Creatures with immunity to
fear effects go unaffected by Destoari’s evil eye.
Amphibious (Ex): Although sea hags are aquatic, they can
survive indefinitely on land.
Skills: Destoari has a +8 racial bonus on any Swim check
to perform some special action or avoid a hazard. She can
12 The Depths of Hunger
always choose to take 10 on a Swim check, even if distracted
or endangered. She can use the run action while swimming,
provided she swims in a straight line.
Destoari wants to destroy the Black Conch. She can then
return Phulsileerius’ shell to its rightful resting place on the
ocean bottom and reunite with her sisters. However, she sees
no way to accomplish this without coming into direct conflict
with her siblings—and ultimately, she cares more for the lives
of her sisters than she does for the pain some strange surface
creatures might suffer due to the Black Conch.
With the arrival of the party, Destoari sees an opportunity
to liberate Briinkirria and Shassalia. She offers the following
items and services now in return for the party’s assistance:
• Pearls and jewelry worth 900 gp
• A set of Devanian plate armor
• Applying a rune of armor to two PCs
She is willing to give up all these things, but insists that
the characters agree to one important promise: They will
allow no permanent harm to come to either of her sisters, no
matter what. She will go so far as to make all party members
swear an oath to this effect. It’s that important to her.
Destoari promises the following items after the party suc-
cessfully delivers her sisters to her:
• A remove malady charm (This would cure anyone blinded
by sickness during the earlier portion of the voyage.)
• A ring of magical might (2nd-level slot)
• Materials and help repairing the Briny Jack (Between the
wooden planks of Destoari’s home and her oil of greater
repair, this aid would patch the hole in the ship’s hull.)
She describes her sisters and their abilities and also indi-
cates that the Black Conch has some sort of energy-draining
power and can create undead. If pressed, Destoari reveals the
truenames of her sisters. However, as a measure of insur-
ance, she stipulates that two of the PCs must reveal their
truenames to her.
The party may very well feel hesitant to deal with a sea
hag, much less help reunite a covey of hags. Destoari uses
the following arguments in her defense:
• The Black Conch is the real enemy here. Prior to its
awakening, the hags were content to roam the depths of
the sea and leave the surface world alone.
• She swears an oath on the memory of Phulsileerius that
neither she nor her sisters will harm them in any way
once the Black Conch has been destroyed.
• She seeks to return the nautilus shell to the bottom of
the sea, as exposing it to the air disrespects the spirit of
her fallen companion.
• Her offers of material reward and service are immediate
and tangible. If anyone is in a position to double-cross
on the deal, it is the party. She is bargaining in good
faith.
• If the party cares about the suffering of surface crea-
tures, they will seek to right this imbalance in the circle
of life and death.
• The Black Conch is growing in power. The nautilus is
traveling faster, its raids bolder and more frequent. The
conch may become unstoppable if its conquests go
unchecked.
If the characters agree to her terms, Destoari gives them a
headband with a large emerald set in it. This is the covey’s
hag eye, and through it she can monitor the PCs to make sure
they do not kill or maim her siblings. Though she created it
with her sisters, she has kept it in a box for many months,
and they are unlikely to attempt to access the vision it pro-
vides.
Destoari does not know much about the current state of
affairs inside the shell. She was exiled about a year ago. She
does know there are five chambers inside, all with breathable
air, but the layout and contents of those five chambers most
certainly have changed. She has spotted zombie whales near-
by and therefore does not recommend swimming over the
side to enter the nautilus. Instead, she points the PCs to the
oyster shell entrance on the far south side of the shell. She’s
also a bit surprised that no one has attacked the Briny Jack
yet; usually Shassalia would have sent some zombie crabs to
storm the boat by now.
The Giant Oyster Shell
At the far south end of the path across the nautilus shell,
the party finds the door Destoari described (see previous
section). Nearly 20 feet wide, this oyster shell is unusual
both for its size and the fact that it seems partially embed-
ded in the surface of the nautilus shell. If anyone speaks
the name “Phulsileerius” within 50 feet of it, the shell
opens up to reveal a 15-foot-diameter passage sloping
down into darkness. The entrance closes after being open
for 10 rounds. The passage continues on a steep downward
slant for several hundred feet. As the party approaches the
end of the passage, another oyster shell opens (of its own
accord) and gives access to the interior of the nautilus at
its lowest level.

The Black Conch has used a dark ritual to spark the hungerfire. This magical flame consumes the souls of living creatures,
giving life to undead. Working with Briinkirria, the Black Conch has created a number of zombielike minions, which
he interior of the nautilus shell is filled with lumines-
T cent blue smoke, a byproduct of the hungerfire. It has
an acrid taste but does not choke or otherwise cause
difficulty in breathing. However, after 10 rounds of inhala-
tion, a PC receives the benefit of a flight spell. This effect con-
tinues for as long as the character breathes the smoke and
for 1d10 rounds thereafter. All the living inhabitants of the
conch benefit from this effect.
See the cross-section map below for an idea of the
arrangement of the rooms inside.
Chamber One:
Whale Lagoon (EL 5)
Once through the oyster shell door, the characters behold an
otherworldly sight. (See the map on the next page.)
The oyster shell passage opens into a huge chamber, lit
with a dimly luminescent blue haze. The spiraling curve of
the shell forms a large lagoon in one half of the room. Nine
Chapter Three
13
What Lies Within
harvest the creatures of the sea both to fuel themselves and to create more undead.
cachalot whales are beached along the edge of the lagoon.
Their rough skin is covered in oozing sores, their eyes loll
around dully, and jets of glowing blue smoke issue from
their blowholes. Each whale wears a complicated harness
attached by thick chains to massive iron rings set upright
in the floor. Several huge mottled hermit crabs use their
giant pinchers to shovel fish into the gaping maws of the
beached whales. Wisps of blue smoke trail up from tiny
vents in the shells on the crabs’ backs. On the far side of
the lagoon, a small platform hangs suspended from the
ceiling by a cargo net.
The other half of the chamber features a raised circular
pool formed of coral and seashell mortar with a large
sluiceway in the center. A steady column of water rains
down into the pool from a hole high in the ceiling above.
The zombified whales drag the giant nautilus through
depths of the sea. After having steered the shell up to inter-
cept the ship, they are resting here. The hermit crabs use fresh
fish to stoke the hungerfire burning in the whales’ gullets.
Giant Oyster Shell
Heart of the Conch
The Howling of the Dead
Chamber of Echoes
Squid Hatchery
Whale Lagoon
14 The Depths of Hunger

Occasionally, a hermit crab opens the sluiceway to the pool

and fish spill out onto the floor. Unless provoked, the undead
are oblivious and docile—the perfect servants. This is not
intended as a combat encounter, but stats are provided in
case the characters decide to test their luck.

Zombie Cachalot Whales (9): Gargantuan Undead; CR 8;

HD 12d12 (141 hp) Init +1; Speed Swim 40 feet; AC 14
(–4 size, +2 Dex, +7 natural), touch 7, flat-footed 15; Base
Atk +9; Grapple +34; Atk Bite +18 melee (4d6+13); Full Atk
Bite +18 melee (4d6+13) and tail slap +13 melee (1d8+6);
Face/Reach 20 feet × 40 feet/15 feet; SA —; SQ Blindsight
120 feet, hold breath, low-light vision, darkvision 60 feet;
SV Fort +15, Ref +10, Will +6; Str 37, Dex 15, Con 24, Int 2,
Wis 14, Cha 6
Skills: Listen +15, Spot +14, Swim +21
Feats: Improved Natural Attack (bite), Skill Application (Spot
and Listen), Stomp, Sturdy, Tough Hide,
Undead: Immune to mind-affecting effects, poison, sleep,
paralysis, stunning, and disease. Not subject to critical
hits, subdual damage, ability damage, energy drain, or
death from massive damage.

Zombie Hermit Crabs (20) Large Undead; CR 4; HD 4d12

(26 hp) Init +0; Speed 20 feet; AC 12 (–1 size, +3 natural),
touch 9, flat-footed 12; Base Atk +3; Grapple +11; Atk Claws
+7 melee (1d8+5); Full Atk Claws +7 melee (1d8+5) and
bite +2 melee (1d6+2); Face/Reach 5 feet × 10 feet/5 feet;
SA Improved grab; SQ Darkvision 60 feet, undead traits;
SV Fort +4, Ref +1, Will +3; Str 21, Dex 10, Con —, Int —,
Wis 14, Cha 11
Skills: Spot +6
Feats: —
Improved Grab (Ex): To use this ability, a zombie hermit crab
must hit with its claws attack. If it wins the ensuing grapple
check, it establishes a hold and makes a bite attack as a
primary attack (at its full +6 attack bonus).
Undead: Immune to mind-influencing effects, poison, sleep,
paralysis, stunning, and disease. Not subject to critical
hits, subdual damage, ability damage, energy drain, or
death from massive damage.
The chains that harness the whales are massive: Each link
has a hardness 10 and 120 hit points.
The raised pool is filled with fish of every variety. While
harvesting, the hags attach huge nets to the whales and steer
the nautilus through schools of fish, clearing vast swaths
through the ocean. The fish are then stored in this pool to be
used as needed for fuel. Swimming among the fish in the
pool are thousands of small blue squid, similar to the ones
that trapped the Briny Jack. They seem to congregate near the
column of water pouring down from the ceiling.
The party will be hard pressed to leave this room before
the effects of the hungerfire smoke take hold. The ceiling here
is 100 feet high, and the curving walls are smooth and
slimy—impossible to climb.
Those who investigate the platform suspended over the
south end of the lagoon see the following:
The platform above the lagoon is 15 feet square and con-
sists of several large planks hung from the ceiling by a
rope cargo net. Inside, several bags and a chest are secured
with rope and dangle over the platform. A large clamshell
lined with seaweed serves as a bed.
This is Shassalia’s lair. The cargo net is actually a huge
animated object, instructed to attack any nonhag who stays
on the platform for more than 2 rounds. It leads off with its
grapple attack, attempting to snare and constrict as many
PCs as possible.
Huge Animated Cargo Net: Huge Construct; CR 5; HD
8d10+40 (84 hp); Init –1; Speed 20 feet; AC 13 (–2 size,
–1 Dex, +6 natural), touch 7, flat-footed 13; Base Atk +6;
Grapple +19; Atk Slam +9 melee (2d6+7); Full Atk Slam
+9 melee (2d6+7); Face/Reach 15 feet × 15 feet/10 feet;

SA Constrict; SQ Construct traits, darkvision 60 feet, low-
light vision; SV Fort +2, Ref +1, Will –3; Str 20, Dex 8,
Con —, Int —, Wis 1, Cha 1
Skills: —
Feats: —
Constrict (Ex): The cargo net deals 2d6+7 points of damage
with a successful grapple check against a creature up to one
size larger than itself. It can make constriction attacks
against multiple creatures at once, if they all are at least two
sizes smaller than the cargo net and can fit under it.
The bags contain various items of clothing. The chest con-
tains a small lantern with flint and steel, several carefully
wrapped sticks of incense, various specimens of brain coral,
and a rusty iron box. Inside the box is a stone of obom with 35
charges remaining.
Stone of Obom: This smooth black stone streaked with
reddish veins has the letters “OBOM” etched into its sur-
face. Whenever anyone within 100 feet of the rock speaks
the command word (“obom”), a 5d6 sorcerous blast of fire
detonates in a 20-foot radius centered on the stone. (Reflex
save, DC 13) The stone functions a maximum of once per
round. Note that since anyone (not just the wielder) can
trigger the stone simply by speaking the command word,
some consider this item to be a mixed blessing.
Faint evocation; Caster Level 5th; Craft Charged Item,
sorcerous blast; Price 12,750 gp; Weight 1 lb.
The waterfall serves as the only exit from this room. Close
inspection shows that the water is pouring from a hole some
20 feet in diameter. A Spot check (DC 15) reveals that some
blue squid are riding down the column of water into the
pool below.
Chapter Three: What Lies Within
15
Chamber Two:
Squid Hatchery (EL 10)
Once through the waterfall, the PCs enter an even stranger
chamber. (See map on this page.)
A huge statue of a lamprey spews a steady stream of
seawater into this room, flooding it to a depth of 3 feet. A
few gargantuan starfish break the surface of the pool,
forming small islands. Unnaturally thick orange seaweed
chokes the water, and a multitude of sharks writhes help-
lessly in the tangle of weeds. Their eyes bulge with fright
as they shake spasmodically, their toothless mouths agape.
Instead of rows of razor-sharp teeth, tiny blue squid slow-
ly burrow forth from the sharks’ swollen gums and dart
off into the seaweed fronds.
Hovering nearby, two heavily armed scrags do battle
with a sea hag and several giant floating jellyfish. The lash-
es of the jellyfish’s tentacles leave horrible burns whenever
they strike the marine trolls, while the hag works her
spellcraft from a safe distance.
The hags have double-crossed a tribe of scrags known as
the Shakalzarr. These sea trolls hunt the oceans with a
school of sharks. A month ago, the hags tricked most of the
tribe into an ambush. They captured all but a few stout shark
totem warriors. Those survivors swore they would liberate
their people. For the past few weeks the trio has been stalk-
ing the nautilus, but the hags travel in such deep water that
they’ve been unable to strike—that is, until today, when the
nautilus surfaced under the Briny Jack.
The warriors managed to avoid the squid’s paralytic ink
cloud, swam past the zombie whales, and after some quick
scouting located the school of sharks trapped here in the
squid hatchery. While attempting to free their brethren,
they encountered Shassalia, who was on her way to assault
the Briny Jack with a raiding party. Unfortunately for the
trolls, Shassalia was accompanied by several ochre jellyfish,
and the sting of their acid-laden tentacles has been devas-
tating. The jellyfish have already dissolved one of the
warriors.
As the characters enter, both sets of combatants assume
they are reinforcements brought in to aid the other side. If
the scrags act first, Choriiz readies his javelin of lightning to
interrupt any spellcasting, while Kriga attempts to break free
of the two ochre jellyfish who are grappling him. If Shassalia
acts first, she weaves her remaining 2nd-level spell slots to
cast a heightened blinding light on two of the PCs .
16 The Depths of Hunger
Current Situation
Shassalia floats above the island at the southeast end of the
room. She has used up her 3rd-level spell slot by casting a
heightened ice bolt and spent her daily manifestation of mind
cloud. Kriga hovers above the northwest island and has
taken 40 points of subdual damage and 31 points of lethal
damage. Choriiz has taken 9 points of subdual damage and
26 points of lethal damage.
The scrags have split the ochre jellyfish a couple of times.
Unfortunately, the multiple jellyfish simply use aid another
actions to increase their chances of establishing a grapple.
Two ochre jellyfish currently grapple Kriga, while two others
hover nearby, trying to make their attempts. The final two
float over the large center island and have just finished dis-
solving the body of the third scrag, Glatokk. Choriiz hangs
in the air above the northeast island, trying to decide
whether he should charge Shassalia or come to Kriga’s aid.
Kriga, Scrag Shark Totem Warrior 2: Large Giant; CR 7;
HD 6d8+36, 2d10+12 (86 hp—currently 15, dying –6,
dead –24); Init +2; Speed fly 20 feet (good), 40 feet swim;
AC 19 (–1 size, +2 Dex, +6 natural, +2 armor), touch 11,
flat-footed 17 Base Atk +6; Grapple +16; Atk Long spike-
stick +11 melee (2d6+9/×3); Full Atk Long spikestick
+11/+5 (2d6+9/×3), or 2 claws +11 melee (1d6+6) and bite
+6 melee (1d6+3); Face/Reach 5 feet × 5 feet/10 feet;
SA Rend 2d6+9; SQ Darkvision 90 feet, low-light vision,
regeneration 5, scent; SV Fort +14, Ref +4, Will +3; Str 23,
Dex 15, Con 23, Int 6, Wis 9, Cha 6
Skills: Knowledge (sailing and navigation) +2, Listen +5,
Spot +11
Feats: Bloody Strike, Exotic Weapon Proficiency (agile), Iron
Will, Skill Application (Spot and Listen), Track
Possessions: Bracers of armor +2, eyes of the eagle, oil of invigor-
ate item, oil of cloak of darkness, potion of protection from ele-
ments (fire), potion of acrobatics
Choriiz, Scrag Shark Totem Warrior 2: Large Giant; CR 7;
HD 6d8+36, 2d10+12 (81 hp—currently 46, dying –6,
dead –24); Init +2 Speed fly 20 feet (good), 40 feet swim;
AC 19 (–1 size, +2 Dex, +6 natural, +2 armor), touch 11,
flat-footed 17; Base Atk +6; Grapple +16; Atk Claws +12
melee (1d6+7); Full Atk Claws +12/+7 melee (1d6+7) or 2
claws +12 melee (1d6+7) and bite +6 melee (1d6+3);
Face/Reach 5 feet × 5 feet/10 feet; SA Rend 2d6+10;
SQ Darkvision 90 feet, low-light vision, regeneration 5,
scent; SV Fort +14, Ref +4, Will +4; Str 23, Dex 14, Con 23,
Int 6, Wis 10, Cha 6
Skills: Knowledge (sailing and navigation) +2, Listen +6,
Spot +7
Feats: Hands as Weapons, Iron Will, Power Attack, Skill
Application (Spot and Listen), Track
Possessions: Ring of sustenance, javelin of lightning, 4 javelins,
leather jack
Note: Choriiz has had his claws imbued with a +1 enhance-
ment bonus.
Shassalia Sea Hag Mind Witch 7: Medium Monstrous Humanoid
(Aquatic); CR 12; HD 3d8+6, 7d6+7 (51 hp—currently 33,
dying –1, dead –13); Init +1; Speed fly 30 feet (good), swim
40 feet; AC 20 (+1 Dex, +3 natural, +6 armor), touch 11, flat-
footed 19; Base Atk +8; Grapple +12; Atk Mind blade +12
melee touch (1d6+7 subdual); Full Atk Mind blade +12/+7
melee touch (1d6+7 subdual) or 2 claws +12/+7 melee
(1d4+4); SA Horrific appearance, evil eye, mindfire, mind
blade, mind cloud; SQ Amphibious, spell resistance 14, The
Sight, familiarity with magic; SV Fort +6, Ref +8, Will +14;
Str 19, Dex 12, Con 12, Int 10, Wis 18, Cha 14
Skills: Concentration +11, Intimidate +9, Knowledge (magic)
+8, Listen +9, Sneak +4, Spellcraft +6, Spot +9, Swim +12
Feats: Craft Charged Item, Modify Spell, Peaceful Mage, Skill
Application (Spot and Listen), Sturdy, Tattooed Spell
(heightened lesser battle healing)
Spells Readied: (currently 4/4/3/0; DC 14 + spell level): 0—
contact, detect magic, read magic, seeker, sense thoughts; 1st—
charm, compelling command, compelling question, mind stab,
resistance; 2nd—blinding light, ice bolt, lesser battle healing,
protective charm; 3rd—whisper of madness
Possessions: Periapt of wisdom +4, leather coat +2 (10 percent
chance of spell failure), wand of subdual icebolts (27 charges)
Combat
Mind Witch: Mind witches who succumb to mind-affecting
effects halve the duration of those effects.
Mind Cloud (Sp): Once per day Shassalia summons a
swirling cloud of psionic energy that can appear anywhere
within 100 feet of her, with a diameter of 30 feet. All within
the area must make a Will save (DC 17) or be dazed for
1 round. The cloud lingers for 1 round per witch level.
Mindfire (Sp): Shassalia launches a blast of pure psionic
energy from her forehead at a target within 50 feet. The
mindfire inflicts 5d6 points of damage, half of which is sub-
dual damage. A Will saving throw (DC 17) negates the dam-
age. Shassalia can use mindfire four times per day. Using
this psionic, mind-affecting ability is a standard action.
The Sight (Su): Shassalia can see personal auras. She can
determine the class and level (if any) of a creature she
observes for at least one minute. Creatures that are disguised
or attempting to avoid the witch’s Sight can make a Will sav-
ing throw (DC 17) to negate the effect.

Familiarity With Magic (Ex): Shassalia gains a +2 com-
petence bonus to all saving throws against spells and spell-
like and supernatural abilities (including magic items).
Further, she gains a +2 competence bonus to Armor Class
against spells requiring attack rolls.
Horrific Appearance (Su): The sight of a sea hag is so
revolting that anyone (other than another hag) who sets
eyes upon one must succeed at a Fortitude save (DC 13) or
instantly become weakened, taking 2d6 points of Strength
damage. This damage cannot reduce a victim’s Strength score
below 0, but anyone reduced to Strength 0 is helpless.
Creatures who are affected by this power or who successfully
save against it cannot be affected again by the same hag’s
horrific appearance for another 24 hours. The save Difficulty
Class is Charisma based.
Evil Eye (Su): Three times per day, Shassalia can cast
her dire gaze upon any single creature within 30 feet. The
target must succeed at a Will save (DC 13) or be dazed for
three days, although remove curse can restore sanity sooner.
In addition, an affected creature must succeed at a
Fortitude save (DC 13) or die from fright. Creatures with
immunity to fear effects are not affected by the sea hag’s
evil eye.
Amphibious (Ex): Although sea hags are aquatic, they can
survive indefinitely on land.
Skills: Shassalia has a +8 racial bonus on any Swim check
to perform some special action or avoid a hazard. She can
always choose to take 10 on a Swim check, even if distracted
or endangered. She can use the run action while swimming,
provided she swims in a straight line.
Ochre Jellyfish (6): Large Ooze; CR 5; HD 6d10+36 (69 hp—
currently 34, 34, 34, 34, 17, 17, dying –6, dead –22); Init –5;
Speed fly 10 feet (good); AC 4 (–1 size, –5 Dex), touch 4,
flat-footed 4; Base Atk +4; Grapple +10; Atk Slam +5 melee
(2d4+3 plus 1d4 acid); Full Atk Slam +5 melee (2d4+3 plus
1d4 acid) Face/Reach 10 feet × 10 feet/5 feet; SA Acid, con-
strict, improved grab; SQ Blindsight 60 feet, split, ooze
traits; SV Fort +8, Ref –3, Will –3; Str 15, Dex 1, Con 22, Int
—, Wis 1, Cha 1
Skills: —
Feats: —
Combat
An ochre jellyfish attempts to envelop and squeeze its prey.
Acid (Ex): An ochre jellyfish secretes a digestive acid that
dissolves only flesh. Any melee hit or constrict attack deals
acid damage.
Constrict (Ex): An ochre jellyfish deals automatic slam
and acid damage with a successful grapple check.
Chapter Three: What Lies Within
17
Improved Grab (Ex): To use this ability, an ochre jellyfish
must hit with its slam attack. It can then attempt to start a
grapple as a free action without provoking an attack of
opportunity. If it wins the grapple check, it establishes a hold
and can constrict.
Split (Ex): Slashing and piercing weapons and electricity
attacks deal no damage to an ochre jellyfish. Instead the
creature splits into two identical jellyfish, each with half of
the original’s current hit points (round down). A jellyfish
with 10 hit points or less cannot be further split, and it dies
if reduced to 0 hit points.
Aftermath
Since the PCs’ opponents were significantly wounded at the
start of this encounter, award them 50 percent of the normal
XP for each combatant they defeat.
If the party defeats Shassalia, Kriga and Choriiz insist on
taking her life as a measure of justice. This may pose a prob-
lem for the party if they swore the oath with Destoari. Some
convincing arguments may allow the party to spare Shas-
salia’s life, but the totem warriors will feel no compulsion to
aid the party in any way. Their only concern will be in freeing
their shark brethren. On the other hand, if the party allows
Kriga and Choriiz to execute Shassalia, the scrags offer to
assist in purging the shell of its hateful inhabitants—despite
their current weakened condition or the sharks’ immediate
plight.
Used to relying on their fearsome combat abilities, Kriga
and Choriiz consider each encounter an opportunity for
vengeance. They lack the wisdom for a more rational
approach, and this makes them stubborn, impulsive allies.
If the party captures Shassalia alive, she taunts them
haughtily. She claims they are no match for the power of her
sister, and they will not survive the embrace of the conch.
She lies to them about the remaining chambers and exagger-
ates the powers of her sister and the conch. She uses her
mind witch ability to eschew all spell components to attempt
escape or create chaos within the party at key moments. She
uses The Sight on the party to analyze its strengths and
weaknesses and employs her evil eye as a demonstration of
her power. She tries to be as uncooperative a hostage as pos-
sible, forcing the party to deal with her constantly in an
effort to elicit an opening or critical mistake.
At the south end of the room, the huge lamprey statue
flooding the chamber with seawater coils down from the
ceiling some 80 feet overhead. Its mouth is 10 feet tall, and
a passageway inside spirals up to the chamber above. A
decanter of endless water strategically placed inside the
mouth provides a constant flow of seawater to the squid
hatchery.
18 The Depths of Hunger

Chamber Three:
Chamber of Echoes (EL 7)
Through the lamprey exit, the PCs arrive at the south end of
another round chamber. (See map.)

Seashells made of strange amber glass cover the walls

of this room. They seem very carefully placed and repre-
sent shells of every shape and size, from tiny, button-
sized oysters to massive clamshells and conches. A large
iron ring hovers horizontally near the ceiling in the mid-
dle of the room. Long strings of pearls dangle from the
ring, forming a circular curtain that shields the center of
the room from view.

The glass shells and pearls work together as a trap. If any-

one disturbs the pearl curtain, the pearls rattle noisily. The
shells pick up this rattling and echo it and amplify it, slur-
ring the sound and rhythmically repeating it like crashing
waves, until finally the noise morphs into the sound of the
ocean itself.
Everyone who hears this sound must make a Will save
(DC 16) or be affected by an inner world spell, which makes
them believe they are standing on the cold dark bottom of
the deepest cracks of the sea. Weird fish calls ululate around
them, and bizarre phosphorescent creatures swim past.
Verrik PCs who turn off their hearing go unaffected.
Inner World Trap: CR 7; magic device; touch trigger; automatic
reset; spell effect (inner world, 7th-level magister, Will save
DC 16); multiple targets; Search DC 29; Disable Device
DC 29
This effect continues for 70 minutes, after which time the
victim rouses from the stupor. A dispel magic spell with a suc-
cessful caster power check (DC 22) ends the effect immedi-
ately. Normally Shassalia would find anyone caught by this
trap, but since the party has probably already dealt with her,
unlucky victims simply “lose” 70 minutes.
Alternately, a single point of damage to any of the glass
shell replicas sets up a resonating effect that causes all the
shells to shatter, spraying everyone in the room with bits of
broken glass but instantly ending the inner world effect. This
action permanently disables the inner world trap.
Exploding Shell Trap: CR 4; magic device; touch trigger; spell
effect (earth burst, 5d6 points of damage, 5th-level magis-
ter, Reflex save DC 13); multiple targets; Search DC 27;
Disable Device DC 27
If the party does not destroy the shells, a Search check
(DC 24) of the chamber reveals a small closed oyster shell near
the center of the room. It is unlike all the other shell replicas,
which are open. Opening this shell causes the iron ring to
lower, dropping the curtain and exposing a passageway in the
ceiling 60 feet overhead, which leads up to the next chamber.
Chamber Four:
The Howling of the Dead
Climbing ever upward through the passageway, you arrive at
a noisy room. (See map on the next page.)
As you ascend into this room, you hear a disturbing
chorus of sustained wailing and shrieking. Partially
pinned inside giant clamshells and bound with bright
orange kelp, merfolk, scrags and other humanoids howl in
pain. Thick turquoise smoke billows from their empty eye
sockets, and a thick russet-brown crust covers their skin.
As they struggle weakly, you can see that some of the vic-
tims’ hands have mutated into large pinchers.
The clamshell and kelp bonds form a tall, circular
mound of squirming, screaming bodies, and the dense
blue smoke swirls up toward a large, dark vent 40 feet
above you.

In this chamber, the hungerfire burns humanoid souls
slowly down to the ashes of unlife. The victims here are
transforming into the zombie crab servants the party
encountered in the Whale Lagoon (see page 13). The bright
turquoise smoke curls upward to feed the Black Conch with
their life essence. It’s very difficult to hear anything in this
room (–12 penalty to Listen checks), and the howling makes
even simple conversation a trying experience.
If the PCs wish to free the victims, they find the
clamshells have a tight grip. They can attempt to break them
open (hardness 5, 25 hit points) or burst them with a
Strength check (DC 23). If Kriga and Choriiz are with the
party, they immediately start trying to free the scrags.
Purging the hungerfire from a victim requires a remove curse
spell and a successful caster power check (DC 21). Even
then, it will take some time for the person to fully recover—
the hungerfire kills its victims by slowly inflicting temporary
Constitution damage. The victims will be blind unless they
receive a regeneration spell.
In addition to the scrags, the captives include some mer-
folk from the sea near the island of Noll, sibeccai pirates
belonging to a ship called the Yellow Dog, and a mixed party
of humans, verrik, and faen from Ka-Rone who were cap-
tured during a trading voyage. Most of them are too trauma-
tized to even speak. Note that freeing the victims from their
shells ends the screaming, and this sudden quiet may notify
Briinkirria and the Black Conch that something unusual is
happening.
Chapter Three: What Lies Within
19
The vapors in this room are more potent and concentrated
than the general haze found in the previous chambers below.
The brightly glowing smoke provides one-quarter conceal-
ment and confers a +4 enhancement bonus to Constitution
for as long as a PC breathes the chilly, electric fog.
Chamber Five: Heart
of the Conch (EL 10)
Passing through the large ceiling vent from the howling
room leads the group up into the heart of the nautilus. (See
map on the next page.)
The thick turquoise smoke makes it difficult to discern
the features of this chamber. Bright triangular shark teeth
stud the walls in a complex geometric pattern. A giant
dried starfish lined with moss and sargasso weeds serves
as a nest. It’s surrounded by several thick candles, which
burn with a sickly yellow light. A thick iron cauldron sits
atop a pile of burnt skulls, while nearby a whale’s heart
hangs from a massive hook.
A whisper and hiss draw your attention to a grinning
hag who stoops next to an enormous black conch shell.
Shadowy tentacles flit from the mouth of the conch, and
green double-pupilled eyes gaze at you from its depths.
The air seems to grow chill as the ebony arms of the conch
twist toward you.
Briinkirria and the Black Conch don’t wait for an offer of
surrender—they’re confident they’ll hear the intruders beg-
ging for mercy soon enough. Briinkirria throws her sorcerous
blast detonation, and the Black Conch attempts to slam and
grapple the first PC it can.
Blindly obedient and loyal to the conch, Briinkirria offers
herself up to it if the battle goes badly: The Conch wraps her
in all eight of its tentacles and attempts to completely drain
her of energy as a full-round action. If successful, the conch
gains 40 temporary hit points and instantly slays Briinkirria.
Note that the thick hungerfire smoke fills this chamber as
well and provides one-quarter concealment and a +4
enhancement bonus to Constitution. If either of the scrags
accompanies the party, consider including 2 to 4 zombie her-
mit crabs as attendants here. Use the stats found on page 14.
The Black Conch: Large Undead (Aquatic); CR 8; HD 9d12 (68
hp); Init +8; Speed Fly 60 feet (Perfect); AC 17 (+4 Dex,
+4 deflection, –1 size), touch 13, flat-footed 13; Base Atk
+6; Grapple +14*; Atk Arms +9 melee touch (2d6); Full
Atk Arms +9 melee touch (2d6) and bite +4 melee touch
(2d6); Face/Reach 5 feet × 5 feet/10 feet; SA Improved
20 The Depths of Hunger

grab; SQ Ink cloud, jet, low-light vision, darkvision,

undead traits, unnatural aura, sunlight powerlessness;
Saves Fort +5, Ref +10, Will +4; Abilities: Str —, Dex 19,
Con —, Int 10, Wis 12, Cha 10
Skills: Listen +13, Spot +13
Feats: Combat Reflexes, Improved Initiative, Sense the
Unseen, Sensitive, Skill Application (Spot and Listen)
Improved Grab (Ex): To use this ability, the Black Conch
must hit an opponent of any size with its arms attack. It
can then attempt to start a grapple as a free action without
provoking an attack of opportunity. If it wins the grapple
check, it establishes a hold and automatically deals bite
damage. *The Black Conch has a +4 racial bonus on
grapple checks.
Inky Cloud (Ex): The Black Conch can emit a 10-foot cube of
jet-black cloud once per minute as a free action. The cloud
provides total concealment. All vision within the cloud is
obscured.
Jet (Ex): The Black Conch can jet backward once per round as
a full-round action, at a speed of 240 feet. It must move in
a straight line but does not provoke attacks of opportunity
while jetting.
Undead: Immune to mind-affecting effects, poison, sleep,
paralysis, stunning, and disease. Not subject to critical
hits, subdual damage, ability damage, energy drain, or infuse with life (2d8+4), nature’s gift, trackless step;
death from massive damage. SQ Amphibious, spell resistance 14; SV Fort +7, Ref +6,
Energy Drain (Su): Living creatures hit by the Black Conch’s Will +10; Str 19, Dex 12, Con 16, Int 10, Wis 14, Cha 14
incorporeal touch attack receive a negative level. Removing Skills: Concentration +10, Knowledge (nature) +4, Listen +7,
a negative level requires a Fortitude save (DC 14). Sneak +3, Spot +7, Swim +11
Create Spawn (Su): Anyone slain by the energy drain ability Feats: Corrupt Mage, Sanctum, Skill Application (Spot and
of the Black Conch becomes an incorporeal undead crea- Listen), Sturdy
ture in 24 hours. Spawn remain under the command of the Spells Readied: (4/4/2; DC 13 + spell level [includes sanc-
Black Conch and enslaved until its death. tum bonus]): 0—bash, contact, detect magic, ghost sound,
Unnatural Aura (Su): Animals (and sometimes young chil- read magic, saving grace, seeker, sense thoughts; 1st—animate
dren) can sense the unnatural presence of the Black Conch weapon, mudball, obscuring mist, touch of disruption, veil of
at a distance of 30 feet. They do not willingly come nearer darkness; 2nd— destructive grip, gusting wind, ice bolt, lesser
than that, and they panic if forced to do so; they remain ability boost
panicked as long as they stay within that range. Possessions: +1 damage-absorbing leather coat, ring of protec-
Sunlight Powerlessness (Ex): The Black Conch becomes tion +1, cloak of resistance +1, sorcerous blast detonation,
utterly powerless in natural sunlight and flees from it. If potion of lesser battle healing, potion of darkvision, potion of
caught in sunlight, it cannot attack and can take only see invisibility
a move-equivalent or a standard action but not both.
Combat
Briinkirria Sea Hag Greenbond 4: Medium Monstrous Horrific Appearance (Su): The sight of a sea hag is so
Humanoid (Aquatic); CR 8; HD 3d8+9, 4d6+12 (56 hp, revolting that anyone (other than another hag) who sets
dying –1, dead –13); Init +1; Speed fly 30 feet (good), swim eyes upon one must succeed at a Fortitude (DC 13) save or
40 feet; AC 20 (+1 Dex, +3 natural, +5 armor, +1 deflec- instantly become weakened, taking 2d6 points of Strength
tion), touch 12, flat-footed 18; Base Atk +5; Grapple +9; damage. This damage cannot reduce a victim’s Strength score
Atk Claw +9 melee (1d4+4); Full Atk 2 claws +9 melee below 0, but anyone reduced to Strength 0 is helpless.
(1d4+4); SA Horrific appearance, evil eye, nature sense, Creatures that are affected by this power or that successfully

save against it cannot be affected again by the same hag’s
horrific appearance for another 24 hours.
Evil Eye (Su): Three times per day, Briinkirria can cast her
dire gaze upon any single creature within 30 feet. The target
must succeed at a Will save (DC 13) or be dazed for three
days, although remove curse can restore sanity sooner. In
addition, an affected creature must succeed at a Fortitude
save (DC 13) or die from fright. Creatures with immunity to
fear effects are not affected by Briinkirria’s evil eye.
Amphibious (Ex): Although sea hags are aquatic, they
can survive indefinitely on land.
Nature Sense (Ex): Briinkirria can identify plants and
animals (their species and special traits) with perfect accura-
cy and determine whether water is safe to drink or danger-
ous.
Infuse With Life (Sp): Briinkirria can call upon the posi-
tive energy of life and bestow that energy upon herself or
another creature. With a touch, she can heal 2d8+4 hit
points. This ability is usable twice per day.
Nature’s Gift (Su): Once per day, Briinkirria can use her
connection with the Green to draw on the power of nature
and infuse it within herself. She must be touching some-
thing solid and natural (the ground, a bit of unworked
stone, a plant, or an animal) to activate this ability. She gains
a +2 divine bonus. Briinkirria can add this bonus to any d20
roll she makes in the following round. She can impart this
gift to an ally she touches during the following round (the
ally must use the bonus in that round).
Trackless Step (Ex): Briinkirria leaves no trail in natural
surroundings and cannot be tracked.
Skills: As a sea hag, Briinkirria has a +8 racial bonus on
any Swim check to perform some special action or avoid a
hazard. She can always choose to take 10 on a Swim check,
even if distracted or endangered. She can use the run action
while swimming, provided she swims in a straight line.
On closer inspection, a small table of candles near the
hag’s nest turns out to be an articulated long shield +1. A
small, felt-lined box next to the nest contains two vials (oil of
eldritch armor and oil of invigorate item) and a token of lesser
creation.
Cauldron of Careful Distillation: When boiled with the
proper mixture of seawater, weeds, and whale blubber, the
cauldron can be used to identify any magical item cooked in
the brew. Every hour the cauldron boils, it produces a cup of
broth. When imbibed, each cup of broth yields information
as though the user had cast an analyze spell.
Faint divination, Caster Level 1st; Craft Constant Item,
analyze; Price 3,000 gp; Weight 70 lbs.
Chapter Three: What Lies Within
21
Fulfilling the Oath
Assuming the characters took up the oath, Destoari waits for
them by the clam shell. If they saved the sisters, she thanks
them sincerely and delivers the remaining items (see page 12).
She apologizes for the havoc created and helps repair the
ship. She then wishes the party farewell, and within an hour,
the hulk of
Phulsileerius slips The Hungerfire
beneath the waves. This malevolent flame slowly burns away the true-
If the characters name of a creature, releasing the energy of its
soul into the ether. To ignite the hungerfire, a
successfully upheld dark ritual is performed daily on a living, sentient
their oaths and will- creature. Each day, the creature must make a
Fortitude save (DC 20) or sustain 1d3 points of
ingly helped Destoari, Constitution damage. This damage can only be
award them full XP recovered via magical healing; subsequent saving
throws have no effect. This excruciating process
for a CR 9 encounter. usually requires the victim to be restrained. As the
If they bargained victim’s truename fades, its physical body trans-
forms into an undead abomination, until it finally
excessively for com- reaches 0 Constitution and becomes fueled only
pensation or seemed by the ghastly flames of the hungerfire itself.
especially reluctant to In this state, a creature needs to ingest further
life to keep the hungerfire burning. Victims
swear the oath, award become ravenous carnivores, swallowing
them 75 percent of whole whatever creatures they can in order
to feed the fire which sustains their undeath.
the XP. In either case, Hungerfire zombies always spout a lumines-
grant an additional 15 cent blue smoke from their mouths and empty
eyesockets: the life essence of the creatures
percent XP bonus for burning in their gullets.
each sister who sur-
vived.
Breaking the Oath
If the characters reneged on their oath, they find Krohl and
some sibeccai crewmembers hiding out among the coral
when they return to the surface. Destoari has attacked the
ship, killing Sengarr and a dozen crew members before
Krohl and the rest could escape. Krohl insists that the party
help recapture the ship. Overcome with rage, Destoari has
piled the sails around the masts and set the ship on fire. She
then begins tearing apart the deck. If the party members do
not act immediately, they will not be able to salvage the sails.
In the event that they defeat Destoari and save the sails,
they lose three days of travel time due to the loss of the cap-
tain and crew. If they can’t save the sails, they lose six days of
travel time, unless they can jury-rig some other solution.
Regardless, they will need to find a way to sink the nau-
tilus shell and repair the ship before they can get underway
again. Punching a hole in the very center of the nautilus
shell will release the hungerfire smoke trapped inside. The
shell will sink shortly thereafter. An enterprising party might
capture the smoke as it escapes and use it to create a balloon,
or they may simply wish to save it for future study.
 Appendix

Concluding the Adventure

While a journey to Shana normally takes four weeks, this trip has been anything but normal. If the party members manage to be delayed
by seven days or less, Kallithrex meets them at the pier and pays them the remainder of their contract. With skillful treatment, it saves
Lallask and completes his transformation to mojh. Lallask may seek out the party later to express its gratitude.

f they are delayed more than seven days, Lallask cannot be A local businessman named Dalmat needs a large, heavy

I saved. Severely disappointed to have lost the powerful iron

witch, Kallithrex refuses to pay the party anything. The
group has earned the enmity of both Kallithrex and Zarkiil.
Meanwhile, the Briny Jack is headed farther south and
west, to the Free Cities of the South. If the characters want to
return to Ka-Rone, they will have to find alternative passage.
Further Adventures
The end of one journey is simply the start of another. Some
ideas for additional adventuring include the following:
Krohl and some of the other crewmembers quit when the
ship reaches Shana. Sengarr asks the party to hire on as crew
aboard the Briny Jack as it sails on to the free city of Malla-
costa to pick up a shipment of magical oils. When they
arrive, they discover Krohl has somehow gotten there ahead
of the ship and, posing as Sengarr, hijacked the cargo.
crate delivered to the free city of Suherlen. The crate contains
a glass tank full of inshon eggs, which hatch while underway
and attack the crew. Who in Suherlen would want to study
inshon eggs and why?
Kallithrex discovers that Lallask was poisoned using some
sort of exotic toxin that exclusively affects mojh. The key
ingredient grows only in the strange prairies near Balatosh.
Kallithrex hires the party to undertake the long journey to
Thartholan and investigate.
In addition, the party has had many opportunities to
assemble new allies and contacts: Destoari, Dorsa and the
merfolk tribe, Kriga, and Choriiz. Any of these NPCs could
provide a hook for further adventures, above or below
the sea.

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Open Game License v 1.0a Copyright 2000–2003,
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d20 System Reference Document Copyright 2000-
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You’ve been playing the new edition of the world’s most popular fantasy
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