1
 
Developer: Adam Hancock | @AdamDMsGuild
Editor: Rachel Savicki | @RWritesThings
Cover Artist: Roselysium | @Roselysium
On The Cover
Roselysium illustrates Cryovian and Venomfang, the two
dragons who prowl the region surrounding Phandalin. Both
appear in this Tier 2 conversion guide of the Phandalin
Adventures.

This guide converts Lost Mine of Phandelver and Dragon of
Icespire Peak to Tier 2 (levels 5 to 10). That way you can play
these two adventures back to back in either order using the
same characters.
To use this guide, you must have a copy of both Lost Mine of
Phandelver from the D&D Starter Set and Dragon of Icespire
Peak from the D&D Essentials Kit. This guide does not make
sense without them. You also need a copy of the Monster
Manual since many of the creatures in this book draw from
that sourcebook.
In other words, if you have finished running Lost Mine of
Phandelver or Dragon of Icespire Peak and wish to continue
your adventures in Phandalin right where you left off with the
same characters, this guide is for you.
The end effect is a 1st- to 11th-level campaign set in the
frontier town of Phandalin using the adventures found in the
D&D Starter Set and D&D Essentials Kit.
DUNGEONS & DRAGONS, D&D, Wizards of the Coast,
Forgotten Realms, Ravenloft, Eberron, the dragon ampersand,
Ravnica and all other Wizards of the Coast product names,
and their respective logos are trademarks of Wizards of the
Coast in the USA and other countries.
This work contains material that is copyright Wizards of the
Coast and/or other authors. Such material is used with
permission under the Community Content Agreement for
Dungeon Masters Guild.
All other original material in this work is copyright 2019 by
Adam Hancock and published under the Community Content
Agreement for Dungeon Masters Guild.
2
If you are starting Dragon of Icespire Peak after having
completed Lost Mine of Phandelver, the frontier town of
Phandalin is a familiar sight to the party members. If the
adventurers behaved themselves, they might be hailed as
trusted heroes by now. People may greet them in the streets of
town on a first-name basis or even seek them out when help is
needed.
Assuming the Rockseeker brothers both survived the events
of Lost Mine of Phandelver, Gundren and Nundro have
claimed the mine at Wave Echo Cave and seek to reinstate the
Phandelver's Pact. Dwarven and gnomish miners are starting
to be familiar sight in Phandalin. But a new danger arises
away to the east....

Cryovain is still the main villain in this adventure, but this icy
terror is no longer a young white dragon. Then again, it hasn't
yet grown to adult size either. Instead, you'll find a custom stat
block at the end of this book depicting Cryovain as an
adolescent dragon on the verge of adulthood.

Coincidentally, while the party was underground fighting
Nezznar the Black Spider in Wave Echo Cave, several people
spotted Cryovain flying over Phandalin. Minutes later, the
white dragon landed just outside Icespire Hold, stormed the
fortress, and drove out the surviving orcs.
While some of the townsfolk may still mention the strange
sighting when the party returns to Phandalin, by that time the
dragon has largely been forgotten.
Forgotten by everyone, that is, except the cowardly
townmaster. If he survived the events of Lost Mine of
Phandelver, Harbin Wester is still in charge of Phandalin. But,
deathly afraid of dragons, he has retreated into the
Townmaster's Hall. He communicates with and pays the
adventuring party through a door. If Harbin Wester was
ousted or killed previously, the new townmaster serves the
same quest-giving function, but perhaps with a bit more
bravery.

There are three ways characters can level up in this
adventure:
First, characters below 7th level gain a level each time they
complete a starting quest. Once they reach 7th level,
completing additional starting quests no longer increases
their level.
Second, characters gain a level each time they complete
two follow-up quests.
Finally, characters gain a level if they slay Cryovain the
white dragon.

"Axeholm" is balanced for characters of 9th level, though
characters of 7th or 8th level can survive its perils if they are
cautious and rest between encounters.
Axeholm Features
Axeholm has the same features described in
Dragon of Icespire Peak, except for the following:
Arrow Slits. A Small character needs a successful
DC 12 Dexterity (Acrobatics) check to squeeze
through an arrow slit.
Ballistas. The ballistas use the following attack:
Ranged Weapon Attack: +9 to hit, range 120/480
ft., one target. Hit: 44 (8d10) piercing damage.

The winches require a successful DC 17 Strength (Athletics)
check to turn. Finding another entrance requires a successful
DC 17 Wisdom (Perception) check, while scaling the
mountain and crawling down a chimney requires only a
successful DC 12 Strength (Athletics) check.

Changes have been made to the following locations:
A1. Outer Gauntlet
Replace all the ghouls in this area with ghasts.
A9. Stirge in the Smithy
Instead of a fluttering noise in the chimney, the party sees a
faint light in the fireplace winking on and off. If anyone
investigates the light, a will-o'-wisp attacks the nearest
character or sidekick.
A14. Throne Room
The creature hiding behind the throne is a ghast with 64 hit
points, detectable with a successful DC 15 Wisdom
(Perception) check.
Treasure. The signet ring is inlaid with platinum and is
worth 25 gp.
A15. Dining Room
Climbing into or out of the pit requires a DC 12 Strength
(Athletics) check.
A19. Ghoul Den
Treasure. The potion inside the steel coffer is a more potent
potion of supreme healing. The amulet is unchanged, but a
non-dwarf character must succeed on a DC 12 Intelligence
(Religion) check to recognize Moradin's symbol.
A22. Upper Bastion
Replace the giant spiders here with phase spiders.
A24. Haunted Hall
Replace the banshee with the fell banshee stat block found in
the appendix.
A28. Castellan's Bedchamber
Replace the stirges with an equal number of will-o'-wisps.
Secret Door. It takes a successful DC 17 Wisdom
(Perception) check to notice the hand prints.
A29. Secret Vault
Without the castellan’s signet ring, a successful DC 25
Dexterity check using thieves' tools (or a knock spell or similar
magic) is required to unlock the iron chest.
Treasure. Replace the dread helm and gauntlets of ogre
power with a circlet of blasting and a belt of hill giant strength.

“Butterskull Ranch” is balanced for characters of 6th level, but
characters of 5th level can survive this quest if they avoid
combat and focus on rescuing Alfonse Kalazorn, the ranch
owner. Characters of 7th level or higher should be able to save
Big Al and his ranch without hardship.

Instead of ordinary orcs, the farmhouse is occupied by three
times as many elite orc blades of Ilneval as there are
members in the party, not including sidekicks. And instead of
mithral chain mail in the secret compartment in Big Al's
bedroom, there's a suit of mithral plate armor.
Finally, Big Al is not a human veteran, but a unique NPC.
(See Alfonse Kalazorn in the appendix.) Convincing Big Al to
abandon his ranch requires a successful DC 12 Charisma
(Intimidation or Persuasion) check.
3


"Circle of Thunder" is balanced for characters of 9th level,
though characters of 7th or 8th level can weather its
challenges if they are cautious.
Cave Descriptions
The caves' features are the same, except for the
following.
A. Entryway. A character who succeeds on a DC
12 Intelligence (Religion) check can ascertain that
the bones are a warning to stay away.
B. Boar Pen. Instead of a boar, each pen holds a
giant boar.

Tree Trap
The heroes must succeed on a DC 15 Dexterity saving throw
or take 9 (2d8) bludgeoning damage and be restrained. It
takes a successful DC 17 Strength (Athletics) check to escape.
Alternatively, characters can break free by dealing 10 or more
slashing damage against a root with a single melee weapon
attack. The tree roots have AC 15.
Yargath's Patrol
Yargath is a devotee of Talos and the orcs are orc blades of
Ilneval.
Treasure. Yargath carries a potion of superior healing.
4

Changes have been made to the following locations:
C1. Henge
Replace the anchorites with the same number of devotees of
Talos, the twig blights with needle blights, and Gorthok the
Thunder Boar with Gorthok the Lighting Boar, found in the
appendix.
Secret Trapdoors. It takes a successful DC 12 Wisdom
(Perception) check to discover these doors.
C2. Northwest Cave
Treasure. Replace the potion of invulnerability with a potion
of vitality.
C3. Northeast Cave
Treasure. Replace the +1 shield with an arrow-catching
shield.

"Dragon Barrow" is balanced for characters of 9th level,
though characters of 8th level can survive this quest if they are
cautious and rest between encounters. Characters of 10th
level or higher should have no trouble plundering the barrow
and surviving its challenges.

Xanth approaches the party peacefully, but if this gesture is
met with aggression on the part of the adventurers, use the
Xanth stat block found in the appendix.
Catacombs Features
The catacombs have the same features, except for
the following.
Sarcophagi. The granite lids are sturdier and
heavier. Lifting a lid requires a successful DC 25
Strength (Athletics) check. Each lid is a Medium
object with AC 19, 16 hit points, and immunity to
poison and psychic damage.

It takes a successful DC 12 Wisdom (Insight) check to notice
the hill's distinctive shape. Replace the will-o'-wisps in area D2
with chaotic evil ghosts. If they detect the adventurers nearby,
the ghosts enter the Ethereal Plane and withdraw into the
barrow.

Changes have been made to the following locations:
D1. Secret Entrance
It takes a successful DC 12 Wisdom (Perception) check to
spot the opening beneath the base of the rock and a
successful DC 22 Strength (Athletics) check to topple the
rock.

D2. Will-o'Wisps
Replace the three will-o'-wisps with chaotic evil ghosts, all
that remains of grave robbers who died here a few decades
ago. The ghosts remain in the Border Ethereal until they
detect intruders coming down the stairs, whereupon they
enter the Material Plane and move to the far side of the three
concealed pit traps (area D3), hoping to lure the adventurers
to their doom. Each ghost has its own pit and attacks any
character who falls into it. A ghost reduced to 14 hit points or
fewer enters the Ethereal Plane on its next turn and flees to
hide until the characters leave the barrow.
D3. Concealed Pit Traps
Characters prodding ahead detect the pit with a successful
DC 12 Wisdom (Perception) check. The pits are 20 feet deep.
Any creature that steps onto a pit falls into it, taking 3d6
bludgeoning damage and impaling itself on 1d4 swords, each
of which deals 1d6 piercing damage.
D4. Skeletal Surprise
Lady Alagondar’s horse has the statistics of a warhorse
skeleton instead of a riding horse.
D5. Narrow Tunnel
Characters prodding ahead with a pole or other tool detects
the pit with a successful DC 12 Wisdom (Perception) check.
D6. False Tomb
Creatures exposed to the dust must make a DC 17 Dexterity
saving throw, taking 21 (6d6) acid damage on a failed save, or
half as much damage on a successful one.
D7. Adventurers' Sepulcher
Treasure. Replace the lute of illusions and necklace of
fireballs with a doss lute and staff of fire.
D8. Dragon Slayer
Treasure. Replace the dragon slayer sword with a suit of
white dragon scale mail. Replace the invisible stalker with a
stone golem.

“Dwarven Excavation” is balanced for characters of 5th level,
though even characters of 6th level will find certain elements
of the quest challenging. Characters of 7th level or higher
should have an easy time clearing out the ruins and defeating
the orcs that arrive later.

Replace the sending stones the dwarf excavators offer the
party with a helm of telepathy.
Temple Features
The temple has the same features, except for the
following:
Doors. Finding a secret door requires a successful
DC 17 Wisdom (Perception) check.

Changes have been made to the following locations:
E3. Courtyard and Temple Facade
Dazlyn and Norbus are shield dwarf scouts who speak
Dwarvish and Common and have darkvision out to a range of
60 feet.
E5. Temple
Instead of the ochre jellies, the heroes encounter one black
pudding for each character in the party, not including
sidekicks.
Treasure. Thirty gemstones (10 gp each) lie in the stone
coffer.
E10. Partially Collapsed Room
Treasure. The symbol of Abbathor is worth 250 gp.
E11. Hall of Greed
Avoiding the debris from the exploding statue requires a
successful DC 17 Dexterity saving throw. Failure means
taking 44 (8d10) piercing damage, or half as much damage on
a successful saving throw.

Instead of rank-and-file orcs, elite orc blades of Ilneval
attack. The number of orc blades is equal to the number of
characters in the party, including sidekicks.

The only changes to the Hunting Lodge location are to Falcon
the Hunter himself and the reward he offers. Use the Falcon
the Guide stat block in the appendix for the man and replace
the boots of elvenkind with boots of speed for the reward.
5


“Gnomengarde” is balanced for characters of 5th level, though
characters of 6th level might find certain traps and hazards
challenging. Characters of 7th level or higher should be able
to deal with the unexpected trouble here.
Gnomengarde Features
Gnomengarde has the same features, except for the
following:
Doors. Locks and doors are a bit better made
now. A locked door can be opened with a
successful DC 12 Dexterity check using thieves'
tools. Alternatively, a locked door can be forced
open as an action with a successful DC 17 Strength
(Athletics) check. Finding a secret door requires a
search of the wall and a successful DC 12 Wisdom
(Perception) check.

Harbin doesn't want a hat of wizardry but a headband of
intellect instead.
Gnome-Made Magic Items
The grateful gnomes have the following items to give: a circlet
of blasting and a balloon pack (from area G13). The kings give
a wand of magic missiles and a headband of intellect.

Replace all the rock gnome recluses who live in Gnomengarde
with rock gnome solitaries, the statistics of which are found
in the appendix.
Mystery Monster
Instead of a mimic taking the form of barrels, chairs, chests,
and lecterns, a green slaad has infiltrated Gnomengarde,
taking the form of various resident rock gnomes.
When the slaad attacked Korboz in the throne room (area
G14), the slaad looked like his husband Gnerkli. The slaad
would have gotten away with it had the real Gnerkli not
walked through the door in the middle of the attack.
At the time of the party's arrival, the slaad looks like Orryn,
one of the rock gnomes it murdered. Warryn remains
unaccounted for.
Characters who discover the slaad can negotiate with it and
can compel it to leave Gnomengarde with a successful DC 18
Charisma (Intimidation or Persuasion) check.

Changes have been made to the following locations:
G6: Barrel Crabs
The barrel crabs are a bit more advanced and have the
following modifications: AC 17, 60 hit points, and a Strength
score of 14. A barrel crab can make two attacks with its pincer
claws each round.
Claws. Melee Weapon Attack: +4 to hit, reach 5 ft., one
target. Hit: 9 (3d4+2) piercing damage, and the target is
grappled (escape DC 12).
6
G7: Autoloading Crossbow Platform
The crossbow contraption is deadlier and better built. It has
the following modifications: AC 14, 75 hit points, and +7 to hit.
A creature operating it can fire four bolts per round. Every
time the platform loses 15 hit points, one of its crossbows
breaks.
G8: Mimic and Mushroom Wine
All the barrels in this room are perfectly ordinary. However,
Orryn, the gnome inspecting those barrels, is really a green
slaad. Two of the barrels are much heavier than the others
and contain the bodies of the murdered Orryn and Warryn.
You can decide which barrels contain the bodies, or roll 2d8 to
determine where the corpses are.
G9: Gnome Guard Post
Scaling the slick rock wall requires a successful DC 15
Strength (Athletics) check. Charisma checks on the guards
are now DC 12.
G10: Spinning Blades
Avoiding the blades requires a DC 17 Dexterity saving throw,
taking 36 (8d8) slashing damage on a failed save, or half as
much damage on a successful one.
G11: Inventor's Workshop
Treasure. The spellbook here contains the following wizard
spells: clairvoyance, fireball, hold person, locate object, magic
circle, protection from energy, and scorching ray.
G12: Treasury
Replace the clockwork amulet and pole of collapsing with a
circlet of blasting and a balloon pack.
G15: Gnome Kings' Bedroom
King Korboz isn't entirely sure he has the right Gnerkli, so he
has his husband glued to a chair and restrained as a
precaution.
Replace the hat of wizardry and wand of pyrotechnics with
a headband of intellect and a fully charged wand of magic
missiles.

This location is designed for characters of 10th level, though
lower-level characters can defeat the dragon if they're cunning
and cautious.
Icespire Hold Features
Icespire Hold has the same features, except for the
following:
Arrow Slits. Small characters can squeeze through
an arrow slot with a successful DC 12 Dexterity
(Acrobatics) check.
Doors. Secret doors can be found with a DC 17
Wisdom (Perception) check.

Captured Orc. The orcs that attack Phandalin are orc
    blades of Ilneval.


A DC 17 Wisdom (Survival) check reveals that the ogre was
killed within the past 24 hours.
Treasure. Replace the potions of healing with potions of
greater healing.

Remember to use the Cryovain stat block found in the
appendix.
Stone-Cold Reavers
Instead of normal veterans, the stone-cold reavers
are half-white dragon veterans. They suspect they
are half-siblings of Cryovain, sharing the same
father. Instead of feeling a kinship with their full-
dragon sibling, they hate Cryovain. They're no match
for the dragon, but they want to steal its hoard, not
knowing no hoard actually exists. The stone-cold
reavers only see the party members as competitors.
The have the same physical features and
personalities as described in Dragon of Icespire
Peak.
The stone-cold reavers use their own stat block
found in the appendix.

Changes have been made to the following locations:
H2. Stables
Replace the riding horses with warhorses.
H12. Audience Chamber
Replace the stirges with will-o'-wisps.
H18. Orc Barracks
Treasure. Searching reveals 450 sp, 182 gp, and a spyglass in
working order worth 300 gp.
H19. Orc War Chief's Lair
Treasure. The orc chieftain's hand is still wrapped around a
magical battleaxe. Runes in Dwarvish on the axe head read,
“Hew.” Hew is a +1 battleaxe that deals maximum damage
when the wielder hits a plant creature or an object made of
wood. The axe’s creator was a dwarf smith who feuded with
the dryads of a forest where he cut firewood. Whoever carries
the axe feels uneasy whenever he or she travels through a
forest.
The branches of red coral are worth 50 gp each.
H20. Roof
Use the unique Cryovain stat block found in the appendix.

"Loggers’ Camp" is balanced for characters of 7th level,
though characters of 6th level can survive the perils of this
quest if they are cautious and clever. Characters of 8th level or
higher should have an easy time dealing with the threats to
the camp.

You must make a DC 12 Wisdom (Survival) check to avoid
getting lost. Replace the anchorite of Talos Drethna with a
devotee of Talos of the same name. (See the appendix.)

It requires a successful DC 17 Intelligence (Religion) check to
discern the totem's purpose. At the north camp, there is no
evidence of acid spray, but a successful DC 12 Intelligence
(Investigation) check reveals that the victims have been
attacked by burrowing creatures. Finally, replace all ankhegs
with an equal number of bulettes.
7
 

“Mountain’s Toe Gold Mine” is designed for characters of 8th
level, but characters of 7th level can survive if they avoid
unnecessary combat or possess a magic weapon. Characters
of 9th level or higher will face less peril but should enjoy the
roleplaying opportunities.

A successful DC 14 Wisdom (Medicine) check determines the
orcs' cause of death.

Replace each wererat in the gold mine with a master
wererat. (See the appendix.)

Changes have been made to the following locations:
M4. Wererat Den
Increase the number of giant rats here to eight total.
Treasure. Each chunk of gold ore is worth 50 gp. Replace
the copper and silver coins with 110 gold pieces and 4
platinum pieces and replace the goggles of night with a gem of
seeing.
M11. Carrion Crawler
Replace the carrion crawler with an umber hulk whose
inhuman claws make it too unable to open the door. Scaling
the slope requires a DC 12 Strength (Athletics) check.
M13. Rat-Infested Cave
Increase the number of giant rats here to nine.
8

"Shrine of Savras" is balanced for characters of 5th to 10th
level.

The guard atop the tower, along with all the other orcs in
camp, are orc blades of Ilneval. Replace any ogres with
ettins.

Changes have been made to the following locations:
S1. Gatehouse
It takes a successful DC 25 Strength (Athletics) check to
manually lift the portcullis.
S7. Main Hall and Belfry
A successful DC 17 Strength (Athletics) check is enough to
climb the outer walls and rooftop.
Treasure. The bell is made of both gold and platinum and is
worth 10,000 gp.
S10. Altar of Fate
Treasure. A successful DC 12 Wisdom (Perception) reveals
that something's off with the altar's base. Within lies 475 gp
and gloves of thievery in place of the mystery key.
 T10-T14. Shipwrecks
This location is balanced for characters of 7th level, but lower- Adventurers can find the treasure in each shipwreck with a
level characters can survive if they're cautious and rest often. successful DC 17 Wisdom (Perception) checks. Keys can only
be found with a DC 22 Wisdom (Perception) check. Picking
the lock requires a successful DC 17 Dexterity check with
 thieves' tools. Replace the shipwreck treasure with the
Instead of a giant crab, the adventurers meet an awakened following:
giant octopus whose friendly gesture can be interpreted with Area Treasure
a successful DC 15 Wisdom (Animal Handling) check.
T10 +2 weapon
Helping the Giant Octopus T11 Mermaid statue worth 150 gp
The giant octopus retrieves a +2 weapon in exchange for help. T12 Cloak of elvenkind
 T13 120 gp and twelve pearls (100 gp each)
Changes have been made to the following locations: T14 Fully charged wand of enemy detection and a
spellbook containing the wizard spells confusion,
T1. Haunted Cave feign death, greater invisibility, hold person,
Instead of a banshee, Miraal is a fell banshee, found in the protection from energy, polymorph, and tongues
appendix.
T4. Shrine of Talos
Characters must succeed on a DC 17 Intelligence (Religion)
check to identify Talos.
Charm of the Storm. You can cast the 5th-level version of
the lightning bolt spell as an action.
T5. Harpies' Aerie
Replace the harpies with an equal number of greater harpies,
found in the appendix. A greater harpy reduced to 17 hit
points or fewer flies away.
Treasure. There are a number of potions of water breathing
equal to the number of characters in the party, not including
sidekicks.
T7. Moesko the Anchorite
Moesko is a devotee of Talos, not an anchorite.
Treasure. There is a gem of brightness wedged inside the
opalescent conch. Its faint glimmer can be detected with a
successful DC 12 Wisdom (Perception) check.
T8 Rooftop and Lightning Rod
Lightning Rod. If lightning strikes the rod while a character is
touching it, they must succeed on a DC 17 Dexterity saving
throw, taking 36 (8d8) lightning damage on a failed save, or
half as much damage on a successful one.
T9. Moesko's Heart
The heart has AC 12 and 15 hit points.

Exploring the Wrecks 

Ascending or descending the slope requires a
successful DC 12 Strength (Athletics) check.
Replace the hunter sharks with giant sharks.
"Umbrage Hill" is balanced for characters of 6th to 7th level. It
may still work for characters of 8th level, but higher-level
characters won’t face great peril here, but they might need to
visit this location to buy potions of greater healing.
Instead of a manticore, the windmill is attacked by a
chimera or a hydra, depending on the party's power level. If
the party is 6th or 7th level, chimera is a good choice. Anything
higher, go with the hydra.
Treasure. Adabra sells potions of greater healing for 200
gp.
9
 
"Woodland Manse" is balanced for characters of 9th or 10th
level, though characters of 7th or 8th level can survive the
challenges of this quest if they rest between encounters.

Grannoc is a half-orc devotee of Talos, not an anchorite.
Woodland Manse Features
The woodland manse has the same features, except
for the following.
Doors. Secret doors can be found with a
successful DC 12 Wisdom (Perception) check.
Ivy. Creatures can scale a wall with a successful
DC 17 Strength (Athletics) check. A creature that
touches the ivy makes a successful DC 15
Constitution saving throw or takes 5 (2d4) poison
damage.

Changes have been made to the following locations:
W1. Pumpkin Patches
There appears to be seven giant boars here, but two of them
are actually devotees of Talos in giant boar form.
Pumpkins. Each pumpkin seed heals 2 hit points. If a
creature eats more than five servings of pumpkin seeds in 1
hour, it must succeed on a DC 15 Constitution saving throw or
be poisoned for 1d4 hours.
W2. Portico and Balcony
A character can climb up to the balcony with a successful DC
17 Strength (Athletics) check.
W3. Downstairs Hall
A creature on the collapsing stairs must succeed on a DC 17
Dexterity check to avoid falling. On a failure, the creature
lands on 2d6 wooden spikes, each of which deals 1d6 piercing
damage.
W5. Dining Room
Replace the twig blights with needle blights. These needle
blights' statistics are the same as those in the Monster Manual
except that they are Small in size.
Treasure. The silver candelabra has gold filigree making it
worth 100 gp.
W8. Courtyard
Gulthias Tree. Increase the number of vine blights to one
blight plus two additional blights for each member of the
party, not including sidekicks (maximum nine blights).
On blood-moon nights, the tree spawns 5d4 twig blights,
2d6 needle blights, or 1d4 vine blights.
10
W10. Wizard's Laboratory
All creatures except Tempest clerics must succeed on a DC 15
Intelligence (Religion) check to recognize the symbol of Talos
or to identify Grannoc's actions as a ritual. Grannoc is a
devotee of Talos. Replace his twig blight minions with needle
blights.
W11. Library
Treasure. There are two packets of dust of disappearance, not
one.
W12. Master Bedroom
A successful DC 12 Wisdom (Perception) check is required to
discover the compartment in the fireplace mantel.
Treasure. Replace the staff of birdcalls with a figurine of
wondrous power (silver raven).
W13. Magic Item Vault
Treasure. Replace the cloak of billowing with a cloak of
displacement.
W14. Upstairs Hall
Instead of stirges, dust mephits dwell here — two mephits per
party member, not including sidekicks (maximum eight
mephits).
W16. Slanted Roof
Standing on the roof requires a successful DC 12 Dexterity
saving throw. On a failure, a creature falls into area W7, taking
3 (1d6) bludgeoning damage on impact.
W18. Guest Room
Replace the orcs with orc blades of Ilneval.

Remember to use the devotee of Talos and the giant boar
stat blocks here. In addition, replace the twig blights in this
encounter with needle blights.

Replace Gorthok the Thunder Boar in the adventure with
Gorthok the Lightning Boar found in the appendix. In
addition, replace the orcs with orc blades of Ilneval.
 Action Surge (Recharges after a Short or Long Rest). Big Al
takes an additional action on his turn.
Medium humanoid (human), neutral good
Brute. A melee weapon deals one extra die of its damage
when Big Al hits with it (included in the attack).
Armor Class 10 (18 with plate)
Hit Points 93 (11d8 + 44) Indomitable (Recharges after a Short or Long Rest). Big Al
Speed 30 ft. can reroll a saving throw that he fails. He must use the
new roll.

STR DEX CON INT WIS CHA Actions

19 (+4) 10 (+0) 18 (+4) 11 (+0) 8 (-1) 12 (+1) Multiattack. Big Al makes three attacks with his
greatsword.
Skills Athletics +7, Intimidation +4 Greatsword. Melee Weapon Attack: +7 to hit, reach 5 ft.,
Senses passive Perception 9 one target. Hit: 14 (3d6 + 4) slashing damage.
Languages Common
Challenge 6 (2,900 XP) Bonus Actions
Second Wind (Recharges after a Short or Long Rest). Big Al
can regain 16 hit points.

 Claw. Melee Weapon Attack: +9 to hit, reach 5 ft., one

target. Hit: 12 (2d6 + 5) slashing damage.
Large dragon, chaotic evil
Tail. Melee Weapon Attack: +9 to hit, reach 10 ft., one
target. Hit: 9 (1d8 + 5) bludgeoning damage.
Armor Class 17 (natural armor)
Hit Points 168 (16d10 + 80) Frightful Presence. Each creature of the dragon’s choice
Speed 40 ft., burrow 25 ft., fly 80 ft., swim 40 ft. that is within 120 feet of the dragon and aware of it
must succeed on a DC 12 Wisdom saving throw or
become frightened for 1 minute. A creature can repeat
STR DEX CON INT WIS CHA the saving throw at the end of each of its turns, ending
the effect on itself on a success. If a creature’s saving
20 (+5) 10 (+0) 20 (+5) 7 (-2) 11 (+0) 12 (+1) throw is successful or the effect ends for it, the creature
is immune to the dragon’s Frightful Presence for the
Saving Throws Dex +4, Con +9, Wis +4, Cha +5 next 24 hours.
Skills Perception +8, Stealth +4
Damage Immunities cold Cold Breath (Recharge 5–6). The dragon exhales an icy
Senses blindsight 40 ft., darkvision 120 ft., passive blast in a 40-foot cone. Each creature in that area must
Perception 18 make a DC 17 Constitution saving throw, taking 49
Languages Common, Draconic (11d8) cold damage on a failed save, or half as much
Challenge 10 (5,900 XP) damage on a successful one.

Ice Walk. The dragon can move across and climb icy
surfaces without needing to make an ability check.
Additionally, difficult terrain composed of ice or snow
doesn't cost it extra moment.
Legendary Resistance (1/Day). If the dragon fails a saving
throw, it can choose to succeed instead.
Actions
Multiattack. The dragon can use its Frightful Presence. It
then makes three attacks: one with its bite and two with
its claws.
Bite. Melee Weapon Attack: +9 to hit, reach 10 ft., one
target. Hit: 16 (2d10 + 5) piercing damage plus 4 (1d8)
cold damage.
Legendary Actions
The dragon can take 2 legendary actions, choosing from
the options below. Only one legendary action option
can be used at a time and only at the end of another
creature’s turn. The dragon regains spent legendary
actions at the start of its turn.
Detect. The dragon makes a Wisdom (Perception)
check.
Tail Attack. The dragon makes a tail attack.
Wing Attack (Costs 2 Actions). The dragon beats its
wings. Each creature within 10 feet of the dragon must
succeed on a DC 17 Dexterity saving throw or take 12
(2d6 + 5) bludgeoning damage and be knocked prone.
The dragon can then fly up to half its flying speed.

11
 
Medium humanoid (half-orc, shapechanger), neutral
evil
Armor Class 14 (hide armor)
Hit Points 105 (14d8 + 42)
Speed 30 ft.
STR DEX CON INT WIS CHA
16 (+3) 14 (+2) 16 (+3) 9 (-1) 16 (+3) 12 (+1)
Skills Nature +2, Stealth +5, Survival +6
Senses darkvision 60 ft., passive Perception 13
Languages Common, Orc
Challenge 5 (1,800 XP)
Innate Spellcasting. The devotee's innate spellcasting
ability is Wisdom (spell save DC 14). It can innately
cast the following spells, requiring no material
components:
1/day each: augury, bless, lightning bolt (12d6
damage), revivify
3/day: thunderwave (6d8 damage)
Righteous Fury. The devotee deals an extra 4 (1d8)
damage when it hits with a weapon attack (included
in attack).
Shapechanger. The devotee can use its action to
polymorph into a giant boar or back into its true
form, which is humanoid. Its statistics are the same
in each form. Any equipment it is wearing or carrying
isn't transformed. It reverts to its true form if it dies.
Actions
Multiattack. The devotee makes two attacks on its
turn.
Clawed Gauntlet (Humanoid Form Only). Melee
Weapon Attack: +6 to hit, reach 5 ft., one target. Hit:
10 (1d4 + 1d8 + 3) slashing damage.
Tusk (Giant Boar Form Only). Melee Weapon Attack:
+6 to hit, reach 5 ft., one target. Hit: 11 (1d6 + 1d8
+ 3) slashing damage.
12

Medium humanoid (human), neutral
Armor Class 13 (studded leather)
Hit Points 91 (14d8 + 28)
Speed 30 ft.
STR DEX CON INT WIS CHA
18 (+4) 12 (+1) 14 (+2) 12 (+1) 11 (+0) 15 (+2)
Saving Throws Dex +4, Con +5
Skills Deception +5, Persuasion +5
Senses passive Perception 10
Languages Common, Dwarvish
Challenge 4 (1,100 XP)
Brave. Don-Jon has advantage on saving throws
against being frightened.
Brute. A melee weapon deals one extra die of its
damage when Don-Jon hits with it (included in the
attack).
Not Dead Yet (Recharges after a Long Rest). If damage
reduces Don-Jon to 0 hit points, he drops to 1 hit
point instead and gains advantage on attack rolls
until the end of his next turn.
Actions
Multiattack. Don-Jon makes three melee attacks.
Dagger. Melee Weapon Attack: +7 to hit, reach 5 ft.
one target. Hit: 9 (2d4 + 4) piercing damage.
Sling. Ranged Weapon Attack: +4 to hit, range
30/120 ft., one target. Hit: 3 (1d4 + 1) bludgeoning
damage.
Reactions
Parry. Don-Jon adds 2 to his AC against one melee
attack that would hit him. To do so, Don-Jon must
see the attacker and be wielding a melee weapon.

Medium humanoid (human), neutral good
Armor Class 16 (studded leather)
Hit Points 150 (20d8 + 60)
Speed 30 ft.
STR DEX CON INT WIS CHA
14 (+2) 19 (+4) 16 (+3) 11 (+0) 16 (+3) 15 (+2)
Saving Throws Dex +7, Wis +6
Skills Athletics +5, Perception +9, Survival +6
Senses passive Perception 19
Languages Common
Challenge 7 (2,900 XP)
Archer. A longbow or shortbow deals one extra die of
its damage when Falcon hits with it (included in his
longbow attack).
Magic Arrow. Whenever Falcon fires a nonmagical
arrow from a shortbow or longbow, he can make the
arrow magical for the purpose of overcoming
resistance and immunity to nonmagical attacks and
damage.
Pack Tactics. Falcon has advantage on an attack roll
against a creature if at least one of Falcon's allies is
within 5 feet of the creature and the ally isn't
incapacitated.
Sharpshooter. Falcon's ranged weapon attacks ignore
half cover and three-quarters cover.
Actions
Multiattack. Falcon makes three melee attacks or two
ranged attacks.
Longsword. Melee Weapon Attack: +5 to hit, reach 5
ft., one target. Hit: 6 (1d8 + 2) slashing damage, or 7
(1d10 + 2) slashing damage if used with two hands.
Longbow. Ranged Weapon Attack: +7 to hit, range
150/600 ft., one target. Hit: 13 (2d8 + 4) piercing
damage.
Bonus Actions
Second Wind (Recharges after a Short of Long Rest).
Falcon can regain 20 hit points.

Medium undead, chaotic evil
Armor Class 13
Hit Points 121 (22d8 + 22)
Speed 0 ft., fly 40 ft. (hover)
STR DEX CON INT WIS CHA
1 (-5) 16 (+3) 12 (+1) 12 (+1) 11 (+0) 20 (+5)
Saving Throws Wis +3, Cha +8
Damage Resistances acid, fire, lightning, thunder;
bludgeoning, piercing, and slashing from
nonmagical attacks
Damage Immunities cold, necrotic, poison
Condition Immunities charmed, exhaustion,
frightened, grappled, paralyzed, petrified,
poisoned, prone, restrained
Senses darkvision 60 ft., passive Perception 10
Languages Common, Elvish
Challenge 7 (2,900 XP)
Detect Life. The banshee can magically sense the
presence of creatures up to 5 miles away that aren't
undead or constructs. She knows the general
direction they're in but not their exact locations.
Incorporeal Movement. The banshee can move
through other creatures and objects as if they were
difficult terrain. She takes 5 (1d10) force damage if
she ends her turn inside an object.
Actions
Multiattack. The banshee makess two corrupting
touch attacks.
Corrupting Touch. Melee Spell Attack: +8 to hit, reach
5 ft., one target. Hit: 15 (3d6 + 5) necrotic damage.
Horrifying Visage. Each non-undead creature within
60 feet of the banshee that can see her must
succeed on a DC 16 Wisdom saving throw or be
frightened for 1 minute. A frightened target can
repeat the saving throw at the end of each of its
turns, with disadvantage if the banshee is within line
of sight, ending the effect on itself on a success. If a
target's saving throw is successful or the effect ends
for it, the target is immune to the banshee’s
Horrifying Visage for the next 24 hours.
Wail (1/Day). The banshee releases a mournful wail,
provided that she isn't in sunlight. This wail has no
effect on constructs and undead. All other creatures
within 30 feet of her that can hear her must make a
DC 16 Constitution saving throw. On a failure, a
creature drops to 0 hit points. On a success, a
creature takes 35 (10d6) psychic damage.
13
 

Huge monstrosity, chaotic evil
Armor Class 17 (natural armor)
Hit Points 149 (13d12 + 65)
Speed 50 ft.
STR DEX CON INT WIS CHA
23 (+6) 11 (+0) 20 (+5) 6 (-2) 10 (+0) 14 (+2)
Damage Resistances bludgeoning, piercing, and
slashing from nonmagical attacks
Damage Immunities lightning, thunder
Senses darkvision 60 ft., passive Perception 10
Languages –
Challenge 10 (5,900 XP)
Relentless (Recharges after a Short or Long Rest). If
Gorthok takes 55 damage or less that would reduce
it to 0 hit points, it is reduced to 1 hit point instead.
Actions
Multiattack. Gorthok makes two melee attacks: one
with its lightning tusks and one with its thunder
hooves.
Lightning Tusks. Melee Weapon Attack: +9 to hit,
reach 10 ft., one target. Hit: 19 (2d12 + 6) slashing
damage plus 14 (4d6) lightning damage.
Thunder Hooves. Melee Weapon Attack: +9 to hit,
reach 10 ft., one target. Hit: 19 (2d12 + 6)
bludgeoning damage plus 14 (4d6) thunder damage.
Lightning Bolt (Recharge 6). Gorthok shoots a bolt of
lightning at one creature it can see within 120 feet
of it. The target must make a DC 17 Dexterity saving
throw, taking 36 (8d8) lightning damage on a failed
save, or half as much damage on a successful one.
14

Medium monstrosity, chaotic evil
Armor Class 13 (natural armor)
Hit Points 66 (12d8 + 12)
Speed 20 ft., fly 40 ft.
STR DEX CON INT WIS CHA
12 (+1) 14 (+2) 12 (+1) 8 (-1) 10 (+0) 15 (+2)
Saving Throws Dex +4, Cha +4
Skills Perception +2
Senses passive Perception 12
Languages Common
Challenge 3 (700 XP)
Luring Maestro. While within 60 feet of the harpy,
creatures have disadvantage on saving throws
against the harpy's Luring Song.
Magic Resistance. The harpy has advantage on saving
throws against spells and other magical effects.
Actions
Multiattack. The harpy makes two attacks: one with
its claws and one with its club.
Claws. Melee Weapon Attack: +4 to hit, reach 5 ft.,
one target. Hit: 7 (2d4 + 2) slashing damage.
Fleeting Form. The harpy can magically disguise itself
to resemble a humanoid of roughly similar size and
shape for up to 1 hour. It can revert to its true form
as a bonus action. This illusion does not hold up to
close scrutiny.
Luring Song. The harpy sings a magical melody. Every
humanoid and giant within 300 feet of the harpy that
can hear the song must succeed on a DC 12
Wisdom saving throw or be charmed until the song
ends. The harpy must take a bonus action on its
subsequent turns to continue singing. It can stop
singing at any time. The song ends if the harpy is
incapacitated.
While charmed by the harpy, a target is incapacitated
and ignores the songs of other harpies. If the
charmed target is more than 5 feet away from the
harpy, the target must move on its turn toward the
harpy by the most direct route, trying to get within 5
feet. It doesn't avoid opportunity attacks, but before
moving into damaging terrain, such as lava or a pit,
and whenever it takes damage from a source other
than the harpy, the target can repeat the saving
throw. A charmed target can also repeat the saving
throw at the end of each of its turns. If the saving
throw is successful, the effect ends on it.
A target that successfully saves is immune to this
harpy's song for the next 24 hours.

Medium humanoid (human, shapechanger), lawful evil
Armor Class 16 (studded leather)
Hit Points 84 (13d8 + 26)
Speed 30 ft.
STR DEX CON INT WIS CHA
11 (+0) 18 (+4) 14 (+2) 11 (+0) 11 (+0) 12 (+1)
Saving Throws Dex +7, Int +3
Skills Acrobatics +7, Athletics +3, Perception +3, Sleight
of Hand +7, Stealth +7
Damage Immunities bludgeoning, piercing, and slashing
damage from nonmagical attacks that aren't silvered
Senses darkvision 60 ft. (rat form only), passive
Perception 13
Languages Common, thieves' cant (can't speak in rat
form)
Challenge 5 (1,800 XP)
Shapechanger. The wererat can use its action to
polymorph into a rat-humanoid hybrid or into a giant rat,
or back into its true form, which is humanoid. Its
statistics, other than its size, are the same in each form.
Any equipment it is wearing or carrying isn't
transformed. It reverts to its true form if it dies.
Cunning Action. On each of its turns, the wererat can use
a bonus action to take the Dash, Disengage, or Hide
action.
Evasion. If the wererat is subjected to an effect that
allows it to make a Dexterity saving throw to take only
half damage, the wererat instead takes no damage if it
succeeds on the saving throw, and only half damage if it
fails.
Keen Smell. The wererat has advantage on Wisdom
(Perception) checks that rely on smell.
Sneak Attack (1/Turn). The wererat deals an extra 14
(4d6) damage when it hits a target with a weapon attack
and has advantage on the attack roll, or when the target
is within 5 feet of an ally of the wererat that isn't
incapacitated and the wererat doesn't have disadvantage
on the attack roll.
Actions
Multiattack. The wererat makes one light crossbow
attack or three melee attacks, only one of which can be
a bite.
Bite (Rat or Hybrid Form Only). Melee Weapon Attack: +7
to hit, reach 5 ft., one target. Hit: 6 (1d4 + 4) piercing
damage. If the target is a humanoid, it must succeed on
a DC 13 Constitution saving throw or be cursed with
wererat lycanthropy.
Shortsword (Humanoid or Hybrid Form Only). Melee
Weapon Attack: +7 to hit, reach 5 ft., one target. Hit: 7
(1d6 + 4) piercing damage.
Light Crossbow (Humanoid or Hybrid Form Only). Ranged
Weapon Attack: +7 to hit, range 80/320 ft., one target.
Hit: 8 (1d8 + 4) piercing damage.
Reactions
Uncanny Dodge. The wererat halves the damage that it
takes from an attack that hits it. The wererat must be
able to see the attacker.
15
 
Medium humanoid (orc), chaotic evil
Armor Class 18 (chain mail, shield)
Hit Points 60 (8d8 + 24)
Speed 30 ft.
STR DEX CON INT WIS CHA
17 (+3) 11 (+0) 17 (+3) 10 (+0) 12 (+1) 14 (+2)
Saving Throws Wis +3
Skills Insight +3, Intimidation +4, Perception +3
Senses darkvision 60 ft., passive Perception 13
Languages Common, Orc
Challenge 4 (1,100 XP)
Aggressive. As a bonus action, the orc can move up
to its speed toward a hostile creature that it can see.
Foe Smiter of Ilneval. The orc deals an extra die of
damage when it hits with a longsword attack
(included in the attack).
Actions
Multiattack. The orc makes two melee attacks with its
longsword or two ranged attacks with its javelins. If
Ilneval's Command is available to use, the orc can
use it after these attacks.
Longsword. Melee Weapon Attack: +5 to hit, reach 5
ft., one target. Hit: 12 (2d8 + 3) slashing damage, or
14 (2d10 + 3) slashing damage when used with two
hands.
Javelin. Melee or Ranged Weapon Attack: +5 to hit,
reach 5 ft. or range 30/120 ft., one target. Hit: 6
(1d6 + 3) piercing damage. Ilneval’s Command
(Recharge 4–6). Up to three allied orcs within 120
feet of this orc that can hear it can use their
reactions to each make one weapon attack.
16

Small humanoid (gnome), chaotic neutral
Armor Class 11 (14 with mage armor)
Hit Points 31 (7d6 + 7)
Speed 25 ft.
STR DEX CON INT WIS CHA
6 (-2) 12 (+1) 12 (+1) 18 (+4) 10 (+0) 13 (+1)
Saving Throws Dex +3, Int +6
Skills Arcana +6, History +6
Senses darkvision 60 ft., passive Perception 10
Languages Common, Gnomish
Challenge 3 (700 XP)
Gnome Cunning. The gnome has advantage on
Intelligence, Wisdom, and Charisma saving throws
against magic.
Potent Cantrip. When the gnome casts a damaging
cantrip and misses, or the target succeeds on its
saving throw, the target still takes half the cantrip’s
damage but suffers no other effect.
Spellcasting. The gnome is a 7th-level spellcaster. Its
spellcasting ability is Intelligence (spell save DC 14,
+6 to hit with spell attacks). It has the following
wizard spells prepared:
Cantrips (at will): light, mage hand, prestidigitation,
ray of frost (see "Actions" below)
1st level (4 slots): detect magic, mage armor, magic
missile, shield
2nd level (3 slots): blur, Nystul's magic aura,
pyrotechnics
3rg level (3 slots): blink, meld into stone
4th level (1 slot): fabricate
Actions
Ray of Frost. Ranged Spell Attack: +6 to hit, range 60
ft., one creature. Hit: 9 (2d8) cold damage, or half as
much damage on a miss, and the target's speed is
reduced by 10 feet until the start of the gnome’s
next turn.

Medium humanoid (human), chaotic evil
Armor Class 18 (plate)
Hit Points 65 (10d8 + 20)
Speed 30 ft.
STR DEX CON INT WIS CHA
16 (+3) 13 (+1) 14 (+2) 10 (+0) 11 (+0) 10 (+0)
Skills Athletics +5, Perception +2
Damage Resistance cold
Senses blindsight 10 ft., darkvision 60 ft., passive
Perception 12
Languages Common, Draconic
Challenge 5 (1,800 XP)
Actions
Multiattack. The reaver makes two longsword attacks.
If it has a shortsword drawn, it can also make a
shortsword attack.
Longsword. Melee Weapon Attack: +5 to hit, reach 5
ft., one target. Hit: 7 (1d8 + 3) slashing damage, or 8
(1d10 + 3) slashing damage if used with two hands.
Shortsword. Melee Weapon Attack: +5 to hit, reach 5
ft., one target. Hit: 6 (1d6 + 3) piercing damage.
Heavy Crossbow. Ranged Weapon Attack: +3 to hit,
range 100/400 ft., one target. Hit: 6 (1d10 + 1)
piercing damage.
Cold Breath (Recharge 5–6). The reaver exhales an icy
blast of hail in a 15-foot cone. Each creature in that
area must make a DC 14 Constitution saving throw,
taking 22 (5d8) cold damage on a failed save, or half
as much damage on a successful one.

Large monstrosity, neutral good
Armor Class 12 (16 with barkskin)
Hit Points 82 (11d10 + 22)
Speed 50 ft.
STR DEX CON INT WIS CHA
18 (+4) 14 (+2) 14 (+2) 9 (-1) 19 (+4) 11 (+0)
Skills Athletics +7, Medicine +7, Nature +2,
Perception +4, Survival +4
Senses passive Perception 14
Languages Common, Druidic, Elvish, Sylvan
Challenge 4 (1,100 XP)
Charge. If Xanth moves at least 30 feet straight
toward a target and then hits it with a pike attack on
the same turn, the target takes an extra 10 (3d6)
piercing damage.
Nature's Wrath. Xanth deals an extra 4 (1d8) damage
when he hits with a weapon attack (included in the
attack).
Spellcasting. Xanth is a 5th-level spellcaster. His
spellcasting ability is Wisdom (spell save DC 15, +7
to hit with spell attacks). Xanth has the following
druid spells prepared:
Cantrips (at will): druidcraft, guidance, resistance
1st level (4 slots): cure wounds, faerie fire, fog cloud
2nd level (3 slots): barkskin, hold person
3rd level (2 slots): conjure animals, plant growth
Actions
Multiattack. Xanth makes two attacks: one with his
pike and one with his hooves or two with his
longbow.
Pike. Melee Weapon Attack: +7 to hit, reach 10 ft.,
one target. Hit: 13 (1d10 + 1d8 + 4) piercing
damage.
Hooves. Melee Weapon Attack: +7 to hit, reach 5 ft.,
one target. Hit: 15 (1d8 + 2d6 + 4) bludgeoning
damage.
Longbow. Ranged Weapon Attack: +5 to hit, range
150/600 ft., one target. Hit: 11 (2d8 + 2) piercing
damage.
1
 
Developer: Adam Hancock | @AdamDMsGuild
Editor: Rachel Savicki | @RWritesThings
Cover Artist: Roselysium | @Roselysium
On The Cover
Roselysium illustrates Cryovian and Venomfang, the two
dragons who prowl the region surrounding Phandalin. Both
appear in this Tier 2 conversion guide of the Phandalin
Adventures.

This guide converts Lost Mine of Phandelver and Dragon of
Icespire Peak to Tier 2 (levels 5 to 10). That way you can play
these two adventures back to back in either order using the
same characters.
To use this guide, you must have a copy of both Lost Mine of
Phandelver from the D&D Starter Set and Dragon of Icespire
Peak from the D&D Essentials Kit. This guide does not make
sense without them. You also need a copy of the Monster
Manual since many of the creatures in this book draw from
that sourcebook.
In other words, if you have finished running Lost Mine of
Phandelver or Dragon of Icespire Peak and wish to continue
your adventures in Phandalin right where you left off with the
same characters, this guide is for you.
The end effect is a 1st- to 11th-level campaign set in the
frontier town of Phandalin using the adventures found in the
D&D Starter Set and D&D Essentials Kit.
2

This conversion guide assumes you are starting Lost Mine of
Phandelver after the events of Dragon of Icespire Peak. The
townsfolk of Phandalin hail the party as dragon slayers for
ridding the world of Cryovain the white dragon.
While the party was dealing with the dragon threat, an
enigmatic figure known only as Glasstaff quietly slipped into
Phandalin. He's been organizing the criminal underbelly of
this frontier town ever since. Glasstaff bides his time, waiting
to start shaking down Phandalin's businesses when the party
next leaves town.
But Glasstaff is working for an even more sinister villain
known only as the Black Spider.

Using this conversion guide, Lost Mine of Phandelver is an
adventure for four to five characters of 6th level. Over the
course of the adventure, the characters will advance to 10th
level.

Chances are, the adventurers are already in Phandalin at the
beginning of this adventure. Having made a name for
themselves as dragon slayers, the party is sought out by the
dwarves Nundro and Tharden Rockseeker who want to hire
the party to locate their missing brother.
Find Our Brother. The characters are in the city of
Phandalin when two dwarven brothers, Nundro and Tharden
Rockseeker, ask them to find their brother Gundren. Gundren
Rockseeker left Neverwinter a week ago with a warrior, Sildar
Hallwinter, and a wagon full of needed mining supplies to be
delivered to Barthen's Provisions. But Gundren and Sildar
never arrived in Phandalin. Nundro and Tharden have
instructed the owner of Barthen's Provisions to pay the party
members 100 gp each when they deliver the wagon safely to
Phandalin.

Instead of using experience points, this conversion guide
assumes you are using milestones. The text indicates when
the party has earned a level advancement.


The adventure begins as the player characters search for
Gundren Rockseeker, Sildar Hallwinter, and the missing
wagon full of provisions and supplies from Neverwinter. After
only a half-day's march from Phandalin west along the Triboar
Trail, the heroes run into trouble with goblin raiders from the
Cragmaw tribe.

This encounter is unchanged, except for the following:
In addition to the two dead horses, there is a wagon lying
on its side. Both the wagon and the horses' saddle bags lie
empty. Nothing of value remains.
Replace the four goblins with twelve goblin bosses.

A successful DC 12 Wisdom (Survival) is necessary to spot
the goblin trail leading to Cragmaw Hideout.
Snare. A successful DC 15 Wisdom (Perception) check
allows the adventurers to spot this trap. If a character triggers
the snare, they must make a successful DC 12 Dexterity
saving throw to avoid being lifted off the ground.
Pit. The pit is 20 feet deep. The party can spot it with a
successful DC 17 Wisdom (Perception) check. Any creature
who steps on it must succeed on a DC 12 Dexterity check or
fall, taking 2d6 bludgeoning damage.

The hideout's features are the same, except for the following:
Sound. Creatures must succeed on a DC 15 Wisdom
(Perception) check to hear noises coming from nearby
chambers.

Replace the two goblins with three goblin bosses armed with
shortbows instead of javelins.
Shortbow. Ranged Weapon Attack: +4 to hit, range 80/320
ft., one target. Hit: 5 (1d6 + 2) piercing damage.

The Cragmaw goblins have been experimenting with new
kinds of mounts. Replace each wolf with a winter wolf. A
character who tries to calm these monstrosities can attempt a
DC 17 Charisma (Persuasion) check. Offering fresh meat
lowers the DC to 12.
Fissure. Ascending or descending the chimney shaft
requires a successful DC 12 Strength (Athletics) check.

Replace the goblin on the bridge with two goblin bosses. As
soon as they catch sight of the party, they sneak away in
opposite directions. One goes to warn Yeemik while the other
goes to release the flood.
Make a Dexterity (Stealth) check for the goblins: roll one
d20 for each of them, add their Stealth skill modifier (+6) to
the roll, and compare the total to the characters' passive
Wisdom (Perception) scores. A character whose score is
lower than the goblins’ check total doesn't see the goblins as
they sneak away.
Western Passage. Characters on the ledge when it gives
way must make a DC 12 Dexterity saving throw, taking 4d6
bludgeoning damage on a failure, or half as much damage on
a success.

Replace the goblin on the bridge with two goblin bosses.
They move in opposite directions if the adventurers stand
below them or simply away from the adventurers if the party
approaches them from either side of the bridge.
Bridge. Climbing the cavern walls requires a DC 17
Strength (Athletics) check. The bridge has an AC of 7 and 15
hit points. If the bridge falls, creatures on it must succeed on a
DC 12 Dexterity saving throw or fall, taking 2d6 bludgeoning
damage and landing prone.
Flood!
It takes a successful DC 12 Dexterity saving throw to get out
of the way of the flood or a successful DC 17 Strength saving
throw to keep from getting swept away by it.

Replace the six goblins with ten goblin bosses, one of whom
is named Yeemik and has 36 hit points.
Sildar Hallwinter uses the veteran griffon rider stat block
found in the appendix.
Treasure
Replace the contents of Yeemik's pouch with three platinum
teeth (10 gp each) and 30 ep.

Replace the three goblins with eight goblin bosses.

Klarg has a unique stat block found in the appendix. Replace
the wolf with a winter wolf and replace the two goblins with
three goblin bosses.
Fire Pit. The fire pit deals 1d4 fire damage to any creature
that enters it, or 2d6 fire damage to any creature that falls
prone there.
Supplies. In addition to the Lionshield Coster supplies and
Klarg's treasure chest, the following mining supplies from
Gundren's wagon are here, together worth 100 gp.
a dozen sacks of flour
seven casks of salted pork
two kegs of dwarven ale
a dozen shovels
a dozen picks
a dozen crowbars
five lanterns
a small barrel of oil (about fifty flasks in volume)
Treasure. Returning the Lionshield Coster supplies to
Linene in Phandalin nets a reward of 500 gp.
Replace the contents of Klarg's chest with 600 sp, 110 gp,
two potions of greater healing, and a small jade statuette of a
frog with tiny platinum eyes (400 gp).
Sildar will pay 500 gp if the party escorts him to Phandalin.

After defeating Klarg and his allies, the party should attain 7th
level.
3
 
The town is as described in Lost Mine of Phandelver, except
for the following details:

Nundro and Tharden Rockseeker left town. They told Elmar
Barthen that they couldn't wait for their brother's supplies
anymore, and they were last seen heading into the hills west
of Phandalin. Because of the rocky terrain, following their trail
to Wave Echo Cave requires a successful DC 25 Wisdom
(Survival) check. The fate of Tharden and Nundro is described
in Part 4.

Increased business means Elmar Barthen has additional
supplies available for the party to buy. Though Barthen still
doesn't carry armor or weapons, any adventuring gear or tools
from the Player's Handbook can be purchased here,
regardless of price.
Delivering the Supplies. Barthen pays each party member
100 gp for the safe delivery of the wagon and its supplies. If
the party tells Barthen of Gundren's kidnapping, he expresses
concern for the dwarf and tells the adventurers that he hasn't
seen Gundren's brothers since just after the party left.
Barthen's News. Barthen has a nasty gash on his forehead.
When asked about it, he admits that a band of men and
women who wear crimson cloaks tried shaking down
business last night. They hurt him when he resisted.

Toblen Stonehill is mending broken chairs and sweeping
shattered dishes. He's too shaken to talk.
But Trilena, the innkeeper's wife, says this is the work of the
Redbrands who just appeared in Phandalin. She also tells of
Thel Dendrar's murder and the abduction of his family, both of
which happened just last night.

Linene has also been menaced by the group known as the
Redbrands. She managed to run them off, but they vowed to
return.
Recovered Goods. If the party returns the Lionshield
Coster goods that the Cragmaw goblins stole, Linene pays
them 500 gp for their trouble.

Halia offers 500 gp to run off or kill the leader of the
Redbrands. Only a successful DC 17 Wisdom (Insight) check
reveals her ulterior motives.

Replace the Redbrand ruffians with Redbrand thugs. (See
the appendix.)

The hideout's features are unchanged from those in Lost Mine
of Phandelver, except for the following:
Doors. Opening a locked door requires a successful DC 12
Dexterity check with thieves' tools. A door can also be broken
down with a successful DC 22 Strength check.

4
Secret Doors. Spotting a secret door requires a successful
DC 12 Wisdom (Perception) check or a passive Wisdom
(Perception) score of 17 or higher.

Cistern. The submerged satchel can be found with a
successful DC 17 Wisdom (Perception) check.
Treasure
Replace the contents of the satchel with a potion of greater
healing, two potions of invisibility, 50 pp, and a cloak of many
fashions.

Replace the Redbrand ruffians with Redbrand thugs.
Treasure
Replace the contents of the first belt pouch with 16 gp and 7
pp; replace those of the second with 12 gp and 5 pp; and those
of the third with 30 gp and two diamonds (100 gp each).
Additionally, three scarlet cloaks hang here.

A successful DC 17 Wisdom (Perception) check is required to
spot the trap, and creatures attempting to skirt around the
edges of the trap must succeed on a DC 12 Dexterity
(Acrobatics) check to avoid it.
A creature that steps on the trapped floor or fails their
Dexterity check to skirt around the edge of the pit must make
a DC 17 Dexterity saving throw to catch the edge. On a
failure, the creature falls 20 feet to the spiked floor of the pit,
taking 4d6 piercing damage and landing prone.

Replace the skeletons with three poltergeists, an invisible
type of specter.
Treasure
Each of the stone sarcophagi contains an adamantine signet
ring (500 gp).

Replace the Redbrand ruffians with two Redbrand thugs.
Cell Doors. The locks require a successful DC 12 Dexterity
check to pick. The doors can also be wrenched open with a
successful DC 24 Strength check.

One of the weapons here (DM's choice) is a silvered weapon.

In addition to the beaver pelts, there is an owlbear hide (540
gp).

Replace the nothic with a mind flayer arcanist. Long
separated from its elder brain, the illithid has grown old and
senile, but its powers mean it's still very dangerous. The
Redbrands keep it satiated with the occasional decapitated
head full of brains.
The mind flayer arcanist is drawn to the magic in the
crevasse though it's not sure why. The illithid's personality and
tactics resemble those of the nothic in Lost Mine of
Phandelver.
Bridges. The faulty nature of the south bridge is only
discernible with a successful DC 17 Intelligence
(Investigation) check.
Treasure
Replace the contents of the illithid's wooden chest with 160
gp, 120 pp, five heart-sized rubies (150 gp each), two potions
of greater healing, a scroll of arcane eye, and the fabled +2
longsword named Talon.

Replace the bugbears with four bugbear chiefs. Droop
remains a simple goblin. It takes a successful DC 17
Charisma (Deception) check to fool the bugbears.
Treasure
In addition to the iron key, Mosk has 33 gp and wears an eye
patch set with precious stones (500 gp).

A successful DC 12 Wisdom (Perception) check is required to
hear the guards through the thick door.
Replace the Redbrand ruffians with four Redbrand thugs.
Characters must succeed on a DC 12 Charisma (Deception)
check to fool them.
Treasure
This is a high-stakes game. On the table lies 75 sp, 110 ep, 11
gp, 15 pp, and a platinum earring set with a diamond (300 gp).

Characters can hear the sounds of a workshop with a
successful DC 17 Wisdom (Perception) check.
Iarno is working on something entirely new: potions of
greater invisibility. So far, he's been unsuccessful.
Replace the rat with an imp that's used its Shapechanger
trait to polymorph into rat form. The imp has a speed of 20
feet and has AC 13, 10 hit points, a bite attack, and the ability
to turn invisible as an action. The imp at first pretends to be
an ordinary rat, however.
Treasure
The three reagents are worth 250 gp each to the right buyer.

Iarno Albrek uses the mage (instead of the evil mage) stat
block. Replace his staff of defense with a rod of absorption.
Treasure
Replace the contents of Glasstaff's wooden chest with 180 gp,
130 pp, and a silk pouch containing five emeralds (100 gp
each), two diamonds (150 gp each), and a large Shining Sea
pearl (1000 gp). It also contains a scroll of charm monster and
a scroll of immolation.

Once the party has cleared out the Redbrand Hideout, they
should advance to 8th level.
5
 
 Replace the twig blights with brush blights.
Wilderness Encounters 
Day Roll Night Roll Result Replace the two giant spiders with three phase spiders. The
spiders surprise any character who cannot see into the
1–2 1–3 Giant spiders (1d8 + 2)
Ethereal Plane.
– 4 Ghosts (1d4 + 1) Their tough webbing can be moved through only with a
3–4 – Cyclops (1) successful DC 12 Strength (Athletics) check. Once restrained,
a character must succeed on a DC 12 Strength check to break
5–6 5 Goblin bosses (1d8 + 4) free.
7–8 6 Hobgoblin captains (1d4 + 2)
Treasure
9–10 7–8 Orc eyes of Gruumsh (1d4 + 2) In addition to the studded leather armor and shortsword, the
11 9–10 Dire wolves (1d6 + 3) shriveled corpse carries a potion of greater healing, along with
12 11–12 Hydra (1)
23 pp and 35 gp.

 Venomfang is still a young green dragon. But the dragon will
Agatha can be persuaded to help the party with a successful not flee, but instead fight to the death for its lair.
DC 17 Charisma (Persuasion) check. If the party is not Treasure
respectful and polite, she attacks. Use the fell banshee stat
block found in the appendix. Replace the contents of the chest with 800 gp, 150 pp, four
silver goblets set with moonstones (600 gp each), a scroll of
 dimension door, and a scroll of storm sphere.
Replace the twelve zombies with eight ogre zombies, which 
can be detected with a passive Wisdom (Perception) score of Replace the ash zombies with ember zombies.
12 or higher.
Instead of the evil mage stat block, Hamun Kost uses his 
own unique stat block found in the appendix. An adventurer Characters must succeed on a DC 17 Wisdom (Perception)
who succeeds on a DC 12 Intelligence (Arcana) recognizes his check to find Mirna's heirloom.
tattoo as a necromantic symbol. And a hero who succeeds on
a DC 12 Intelligence (History) check identifies Hamun's Treasure
Thayan origin. The necklace and pendant once belonged to an elven prince
Replace the contents of Hamun Kost's leather bag with 35 and bears his seal. The heirloom is worth 2000 gp.
gp, 30 pp, a Shining Sea pearl (100 pp), a potion of greater
healing, a scroll of hallucinatory terrain in a bone tube, and a 
jeweled box (500 gp) containing a ring of regeneration. The statue can be knocked over only with a successful DC 22
Strength check.

The features of this ruined town are the same, except for the 
following: Replace the ash zombies with ember zombies.
Buildings. The swollen doors require a DC 12 Strength 
check to force open. Replace the twig blights with brush blights.
 
Replace the twig blights with brush blights. The door can be forced open with a successful DC 22
 Strength check. The shutters are barred but can be forced
Replace the twig blights with brush blights. open with a successful DC 17 Strength check.
The dragon cultists use the spy stat block.
Treasure
Treasure
A successful DC 12 Wisdom (Perception) check reveals the The cultists have thirty cut diamonds (100 gp each) rather
hidden chest. Replace its contents with 700 sp, 160 gp, and than three. Favric carries two potions of flying, instead of just
90 pp. one, on a chain around his neck.

Replace the ash zombies with ember zombies, a variant
whose stat block can be found in the appendix.

6

The party can attempt one DC 17 Wisdom (Perception) check
or DC 12 Wisdom (Survival) check per hour to find the camp,
made by the character leading the way.
The camp consists of a lone orc red fang of Shargaas
lookout, an orc war chief, six orc blades of Ilneval, and a
cyclops.

The features of the castle are the same, except for the
following:
Doors. It requires a successful DC 17 Strength check to
break down a barricaded door.

Spotting a tripwire requires a passive Wisdom (Perception)
score of at least 22, or a successful DC 12 Wisdom
(Perception) check if characters are actively searching for
traps in the area. If the trap is triggered, any creature in the
area must succeed on a DC 12 Dexterity saving throw or take
3d6 bludgeoning damage from the falling rubble (half as much
damage on a successful save).

Replace the two goblins here with three goblin bosses armed
with shortbows.
Shortbow. Ranged Weapon Attack: +4 to hit, range 80/320
ft., one target. Hit: 5 (1d6 + 2) piercing damage.

Replace the three goblins here with five goblin bosses.

Replace the four hobgoblins with three hobgoblin captains.
Treasure
Replace the quarterstaff with a staff of the python. Otherwise,
the inventory of weapons is unchanged.

Replace the seven ordinary goblins with ten goblin bosses.
Yegg, their leader, is goblin boss with 36 hit points.

Replace the grick lurking here with a grick alpha.
A successful DC 12 Intelligence (Religion) check is required
to identify the deities depicted here.
Treasure
Replace the gold statuette with a figurine of wondrous power
(silver raven).

Replace the two ordinary goblins here with four goblin
bosses. Their leader, Lhupo, has 36 hit points.
Treasure
The chalice, knife, and censer are filthy, but cleaning them
reveals they are worth 150 pp, 60 pp, and 120 pp, respectively.

The iron door can be opened with thieves' tools and a
successful DC 17 Dexterity check, or knocked down with a
successful DC 27 Strength check.

A successful DC 17 Wisdom (Perception) check is necessary
to spot the footpath leading up to the hidden entrance. If the
characters are actively searching for a hidden entrance, a
successful DC 12 Wisdom (Perception) check reveals the
canvas “door.”

Replace the hobgoblins with hobgoblin captains.

Replace the owlbear with a cloaker or a family of three
owlbears (DM's choice).
Treasure
A successful DC 17 Wisdom (Perception) is required to spot
the chest. Replace its contents with 450 gp, 120 pp, a potion
of greater healing, a scroll of greater invisibility, and a scroll of
creation.

King Grol is a bugbear chief with 100 hit points. His pet is a
dire wolf with 60 hit points. Vyerith is a doppelganger with
80 hit points and the following uncanny ability:
Polymorph Memories. The doppelganger can use its
action to modify the memories of up to five creatures it can
see. The creatures must make a DC 14 Wisdom saving
throw. On a failure, the targets' memories of the
doppelganger within the last 24 hours are permanently
eliminated or altered so that the character remembers the
doppelganger as a humanoid, provided that the character's
interactions lasted no more than 10 minutes. The
doppelganger can only alter memories to portray itself as a
humanoid that the doppelganger has encountered before.
A remove curse or greater restoration spell cast on the
target restores the creature's true memory.
Gundren uses the unique Rockseeker brother stat block
found in the appendix.
Treasure
Replace the treasure under Grol's mattress with 220 gp, 80
pp, three potions of greater healing, and Gundren's map to
Wave Echo Cave.

Once the party has defeated Grol and rescued Gundren, they
advance to 9th level.
7
 
 A successful DC 20 Strength check is requred to force the
This part of the adventure is designed for characters of at door open. A creature who succeeds on a DC 12 Wisdom
least 9th level. If they have not yet cleared Redbrand Hideout (Perception) check can hear the conversation inside.
and rescued Gundren, they might not be 9th level, and many of Replace the bugbears with bugbear chiefs, including one
the encounters in this section might be difficult for them. very large bugbear chief with 100 hit points.
Wandering Monsters Treasure
d12 Roll Result Replace the contents of the big bugbear's pouch with 15 sp,
13 gp, and two potions of vitality.
1–3 Swarms of insects (2d4)
4–5 Wights (1d4) 
Instead of zombies, the fallen dwarf warriors have arisen as
6 Ropers (1d4) incorporeal specters. Replace the flameskull with a stone
7–8 Bugbear chiefs (1d4) golem that animates and attacks intruders who enter the
cavern.
9 Ghouls (1d6)
10 Specters (1d6) 
The undead creature known as Mormesk has its own unique
11–12 Black pudding (1) stat block found in the appendix.
 Treasure
Open Pit. The pit is 40 feet deep. Falling from the edge Replace the contents of the chest with 1,100 sp, 160 gp, 25
means taking 4d6 bludgeoning damage. pp, three large diamonds (1,000 gp each), and a zurkhwood
pipe adorned with adamantine filigree (1,500 gp).
Treasure
Tharden's body wears boots of levitation. 
Replace the spectator with a gauth whose stat block can be
 found in the appendix. Instead of being a sentinel, the gauth is
Replace the ochre jelly with a black pudding. attracted to the power of the Forge of Spells and to the magic
items in this room. When the adventurers discover it, the
 gauth has just recovered from its last feeding and is preparing
Replace the stirges with swarms of insects (wasps). to consume the power from remaining magic items. So far,
Mormesk has been unable to stop this aberration from its
 magic binging. The gauth sees intruders as thieves trying to
Replace the nine skeletons with six ghasts gnawing on steal its food.
ancient bones. These undead immediately lunge to attack any Brazier of Green Flame. A successful DC 17 Intelligence
living person they detect. (Arcana) check identifies the brazier as a powerful source of
magic. It makes metal weapons and armor +2 weapons and
 +2 armor respectively for 1d12 hours.
The lock on the chest can be opened with thieves’ tools and a
successful DC 22 Dexterity check. Replace its contents with Treasure
600 sp, 180 gp, and 105 pp. Lightbringer is a +2 mace but is otherwise unchanged.
Likewise, the only change to Dragonguard is that it's a +2
 breastplate.
Replace the ghouls with wights. These were dwarves in life
and still carry the battleaxes they wielded while living. They 
mistake anyone they detect for the intruders who murdered Replace the bugbears with an equal number of bugbear
them all those years ago. chiefs. Vhalak is a doppelganger with 80 hit points and the
following uncanny ability:

Each creature exposed to the poison gas must succeed on a Polymorph Memories. The doppelganger can use its
DC 13 Constitution saving throw or take 6d6 poison damage action to modify the memories of up to five creatures it can
and be poisoned for 10 minutes. see. The creatures must make a DC 14 Wisdom saving
throw. On a failure, the targets' memories of the
 doppelganger within the last 24 hours are permanently
Replace the ghouls with wights. The escarpments are wet eliminated or altered so that the character remembers the
from dripping water and require a successful 14 Strength doppelganger as a humanoid, provided that the character's
(Athletics) check to climb. interactions lasted no more than 10 minutes. The
doppelganger can only alter memories to portray itself as a
 humanoid that the doppelganger has encountered before.
The skeleton wears two platinum and diamond rings (75 pp A remove curse or greater restoration spell cast on the
each) and clutches a wand of fireballs. target restores the creature's true memory.

8
 
Developments
If alone and outnumbered, Vhalak uses his Polymorph
Memories ability to try to make the heroes forget he was ever
there as he runs to warn Nezznar.
Treasure
Replace the gauntlets of ogre power with a belt of hill giant
strength. A successful DC 22 Wisdom (Perception) check is
required to find the dwarf's remains.

Nezznar is a drow mage flanked by four giant spiders. If
warned about the party's arrival, he casts greater invisibility on
himself before they enter. Instead of carrying a spider staff,
Nezznar wears a cloak of arachnida, allowing him to climb
walls and cast the web spell, among other things.
Statue. A successful DC 12 Strength check is required to
remove one of the statue's eyes. If the ceiling begins
collapsing, each creature in the room must make a DC 17
Dexterity saving throw, taking 4d10 bludgeoning damage from
falling rubble and falling prone on a failure, or taking only half
the damage on a success.
Treasure
In addition to the key, Nezznar carries a potion of greater
healing and wears a cloak of arachnida. Replace the contents
of the sack in the room with 900 gp, 260 pp, nine gemstones
(100 gp each), and a dwarven ale mug made of wrought
platinum (1000 gp).

Nundro uses the Rockseeker brother stat block found in the
appendix.

If Nundro is rescued and survives the adventure or the Black
Spider is killed or captured, the characters should advance to
10th level.

9
  
Small plant, neutral evil Medium undead, neutral evil

Armor Class 14 (natural armor) Armor Class 10 (natural armor)

Hit Points 22 (4d6 + 8) Hit Points 22 (3d8 + 9)
Speed 20 ft. Speed 20 ft.

STR DEX CON INT WIS CHA STR DEX CON INT WIS CHA
10 (+0) 15 (+2) 14 (+2) 4 (-3) 8 (-1) 3 (-4) 14 (+2) 6 (-2) 16 (+3) 3 (-4) 6 (-2) 5 (-3)

Skills Stealth +4 Saving Throws Wis +0

Damage Vulnerabilities fire
Damage Resistances bludgeoning, piercing
Condition Immunities blinded, deafened
Senses blindsight 60 ft. (blind beyond this radius),
passive Perception 9
Languages understands Common but can't speak
Challenge 1 (200 XP)
False Appearance. While the blight remains
motionless, it is indistinguishable from a dead shrub.
Actions
Multiattack. The blight makes two attacks with its
claws.
Claws. Melee Weapon Attack: +4 to hit, reach 5 ft.,
one target. Hit: 7 (2d4 + 2) slashing damage.
Brush blights look like twig blights, but their woody form is
harder and their branches come to a sharper point.
Damage Resistances fire
Damage Immunities poison
Condition Immunities charmed, exhaustion, poisoned
Senses darkvision 60 ft., passive Perception 8
Languages understands Common but can't speak
Challenge 2 (450 XP)
Death Plume. When the zombie dies, it explodes in a
burst of hot ash. Each creature within 5 feet of it
must make a DC 13 Dexterity saving throw, taking
14 (4d6) fire damage on a failed save, or half as
much damage on a successful one.
Turn Resistance. The zombie has advantage on saving
throws against any effect that turns undead.
Undead Fortitude. If damage reduces the zombie to 0
hit points, it must make a Constitution saving throw
with a DC of 5 + the damage taken, unless the
damage is radiant or from a critical hit. On a success,
the zombie drops to 1 hit point instead.
Actions
Multiattack. The zombie makes two melee attacks.
Slam. Melee Weapon Attack: +4 to hit, reach 5 ft.,
one target. Hit: 5 (1d6 + 2) bludgeoning damage,
plus 2 (1d4) fire damage.

These ashen zombies have glowing eyes, hinting at the fire

within.

10

Medium undead, chaotic evil

Armor Class 13
Hit Points 121 (22d8 + 22)
Speed 0 ft., fly 40 ft. (hover)

STR DEX CON INT WIS CHA

1 (-5) 16 (+3) 12 (+1) 12 (+1) 11 (+0) 20 (+5)

Saving Throws Wis +3, Cha +8

Damage Resistances acid, fire, lightning, thunder;
bludgeoning, piercing, and slashing from
nonmagical attacks
Damage Immunities cold, necrotic, poison
Condition Immunities charmed, exhaustion,
frightened, grappled, paralyzed, petrified,
poisoned, prone, restrained
Senses darkvision 60 ft., passive Perception 10
Languages Common, Elvish
Challenge 7 (2,900 XP)

Detect Life. The banshee can magically sense the

presence of creatures up to 5 miles away that aren't
undead or constructs. She knows the general
direction they're in but not their exact locations.
Incorporeal Movement. The banshee can move
through other creatures and objects as if they were
difficult terrain. She takes 5 (1d10) force damage if
she ends her turn inside an object.

Actions
Multiattack. The banshee makes two corrupting
touch attacks.
Corrupting Touch. Melee Spell Attack: +8 to hit, reach
5 ft., one target. Hit: 15 (3d6 + 5) necrotic damage.
Horrifying Visage. Each non-undead creature within
60 feet of the banshee that can see her must
succeed on a DC 16 Wisdom saving throw or be
frightened for 1 minute. A frightened target can
repeat the saving throw at the end of each of its
turns, with disadvantage if the banshee is within line
of sight, ending the effect on itself on a success. If a
target's saving throw is successful or the effect ends
for it, the target is immune to the banshee’s
Horrifying Visage for the next 24 hours.
Wail (1/Day). The banshee releases a mournful wail,
provided that she isn't in sunlight. This wail has no
effect on constructs and undead. All other creatures
within 30 feet of her that can hear her must make a
DC 16 Constitution saving throw. On a failure, a
creature drops to 0 hit points. On a success, a
creature takes 35 (10d6) psychic damage.

11
 
Medium aberration, lawful evil
Armor Class 15 (natural armor)
Hit Points 67 (9d8 + 27)
Speed 0 ft., fly 20 ft. (hover)
STR DEX CON INT WIS CHA
10 (+0) 14 (+2) 16 (+3) 15 (+2) 15 (+2) 13 (+1)
Saving Throws Int +5, Wis +5, Cha +4
Skill Checks Perception +5
Condition Immunities prone
Senses darkvision 120 ft., passive Perception 15
Languages Deep Speech, Undercommon
Challenge 6 (2,300 XP)
Stunning Gaze. When a creature that can see the gauth's
central eye starts its turn within 30 feet of the gauth,
the gauth can force it to make a DC 14 Wisdom saving
throw if the gauth isn't incapacitated and can see the
creature. A creature that fails the save is stunned until
the start of its next turn. Unless surprised, a creature can
avert its eyes at the start of its turn to avoid the saving
throw. If the creature does so, it can't see the gauth
until the start of its next turn, when it can avert its eyes
again. If the creature looks at the gauth in the meantime,
it must immediately make the save.
Death Throes. When the gauth dies, the magical energy
within it explodes, and each creature within 10 feet of it
must make a DC 14 Dexterity saving throw, taking 13
(3d8) force damage on a failed save, or half as much
damage on a successful one.
12
Actions
Bite. Melee Weapon Attack: +6 to hit, reach 5 ft., one
target. Hit: 9 (2d8) piercing damage.
Eye Rays. The gauth shoots three of the following
magical eye rays at random (reroll duplicates), choosing
one to three targets it can see within 120 feet of it:
1. Devour Magic Ray. The targeted creature must
succeed on a DC 14 Dexterity saving throw or have one
of its magic items lose all magical properties until the
start of the gauth’s next turn. If the object is a charged
item, it also loses 1d4 charges. Determine the affected
item randomly, ignoring single-use items such as
potions and scrolls.
2. Enervation Ray. The targeted creature must make a
DC 14 Constitution saving throw, taking 18 (4d8)
necrotic damage on a failed save, or half as much
damage on a successful one.
3. Pushing Ray. The targeted creature must succeed on
a DC 14 Strength saving throw or be pushed up to 15
feet directly away from the gauth and have its speed
halved until the start of the gauth’s next turn.
4. Fire Ray. The targeted creature must succeed on a DC
14 Dexterity saving throw or take 22 (4d10) fire
damage.
5. Paralyzing Ray. The targeted creature must succeed
on a DC 14 Constitution saving throw or be paralyzed
for 1 minute. The target can repeat the saving throw at
the end of each of its turns, ending the effect on itself
on a success.
6. Sleep Ray. The targeted creature must succeed on a
DC 14 Wisdom saving throw or fall asleep and remain
unconscious for 1 minute. The target awakens if it takes
damage or another creature takes an action to wake it.
This ray has no effect on constructs and undead.

Medium humanoid (human), lawful evil
Armor Class 12 (15 with mage armor)
Hit Points 45 (10d8)
Speed 30 ft.
STR DEX CON INT WIS CHA
9 (-1) 14 (+2) 11 (+0) 17 (+3) 12 (+1) 11 (+0)
Saving Throws Int +6, Wis +4
Skills Arcana +6, History +6
Senses passive Perception 11
Languages Common, Draconic, Dwarvish, Elvish
Challenge 7 (2,900 XP)
Spellcasting. Hamun is a 10th-level spellcaster. His
spellcasting ability is Intelligence (spell save DC 14,
+6 to hit with spell attacks). Hamun has the
following wizard spells prepared:
Cantrips (at will): chill touch, light, mage hand,
shocking grasp
1st level (4 slots): mage armor, magic missile, ray of
enfeeblement, shield
2nd level (3 slots): animate dead, misty step
3rd level (3 slots): counterspell, fireball, sending
4th level (3 slots): blight, greater invisibility
5th level (2 slots): cloudkill
Actions
Withering Touch. Melee Spell Attack: +6 to hit, reach
5 ft., one creature. Hit: 5 (2d4) necrotic damage.
Reactions
Grim Harvest (1/Turn). When he kills a creature that is
neither a construct nor undead with a spell of 1st
level or higher, Hamun regains hit points equal to
twice the spell’s level, or three times if it is a
necromancy spell.

Medium humanoid (goblinoid), chaotic evil
Armor Class 18 (breastplate, shield)
Hit Points 113 (15d8 + 45)
Speed 30 ft.
STR DEX CON INT WIS CHA
20 (+5) 14 (+2) 17 (+3) 11 (+0) 12 (+1) 11 (+0)
Skills Intimidation +3, Stealth +8, Survival +4
Senses darkvision 60 ft., passive Perception 11
Languages Common, Goblin
Challenge 6 (2,300 XP)
Brute. A melee weapon deals one extra die of its
damage when Klarg hits with it (included in the
attack).
Heart of Hruggek. Klarg has advantage on saving
throws against being charmed, frightened, paralyzed,
poisoned, stunned, or put to sleep.
Surprise Attack. If Klarg surprises a creature and hits it
with an attack during the first round of combat, the
target takes an extra 7 (2d6) damage from the
attack.
Actions
Multiattack. Klarg makes three melee attacks.
Morningstar. Melee Weapon Attack: +8 to hit, reach
5 ft., one target. Hit: 14 (2d8 + 5) piercing damage.
Javelin. Melee or Ranged Weapon Attack: +8 to hit,
reach 5 ft. or range 30/120 ft., one target. Hit: 12
(2d6 + 5) piercing damage in melee or 8 (1d6 + 5)
piercing damage at range.
13
  
Medium undead, neutral evil Medium humanoid (orc), chaotic evil

Armor Class 13 (16 with mage armor) Armor Class 18 (chain mail, shield)
Hit Points 75 (10d8 + 30) Hit Points 60 (8d8 + 24)
Speed 0 ft., fly 60 ft. Speed 30 ft.

STR DEX CON INT WIS CHA STR DEX CON INT WIS CHA
6 (-2) 16 (+3) 16 (+3) 17 (+3) 14 (+2) 15 (+2) 17 (+3) 11 (+0) 17 (+3) 10 (+0) 12 (+1) 14 (+2)

Damage Resistances acid, cold, fire, lightning, Saving Throws Wis +3

thunder; bludgeoning, piercing, and slashing from
nonmagical weapons that aren't silvered
Damage Immunities necrotic, poison
Condition Immunities charmed, grappled, paralyzed,
petrified, poisoned, prone, restrained
Senses darkvision 60 ft., passive Perception 12
Languages Common, Infernal
Challenge 8 (3,900 XP)
Incorporeal Movement. The wraith can move through
an object or another creature, but can’t end its turn
there.
Sunlight Sensitivity. While in sunlight, the wraith has
disadvantage on attack rolls and on Wisdom
(Perception) checks that rely on sight.
Spellcasting. The wraith is a 10th-level spellcaster. Its
spellcasting ability is Intelligence (spell save DC 14,
+6 to hit with spell attacks). The wraith has the
following wizard spells prepared:
Cantrips (at will): mage hand, minor illusion, poison
spray, ray of frost
1st level (4 slots): mage armor, magic missile, shield,
witch bolt
2nd level (3 slots): detect thoughts, misty step, see
invisibility
3rd level (3 slots): animate dead, lightning bolt
4th level (3 slots): Evard’s black tentacles, greater
invisibility
5th level (2 slots): cloudkill
Skills Insight +3, Intimidation +4, Perception +3
Senses darkvision 60 ft., passive Perception 13
Languages Common, Orc
Challenge 4 (1,100 XP)
Aggressive. As a bonus action, the orc can move up
to its speed toward a hostile creature that it can see.
Foe Smiter of Ilneval. The orc deals an extra die of
damage when it hits with a longsword attack
(included in the attack).
Actions
Multiattack. The orc makes two melee attacks with its
longsword or two ranged attacks with its javelins. If
Ilneval's Command is available to use, the orc can
use it after these attacks.
Longsword. Melee Weapon Attack: +5 to hit, reach 5
ft., one target. Hit: 12 (2d8 + 3) slashing damage, or
14 (2d10 + 3) slashing damage when used with two
hands.
Javelin. Melee or Ranged Weapon Attack: +5 to hit,
reach 5 ft. or range 30/120 ft., one target. Hit: 6
(1d6 + 3) piercing damage.
Ilneval's Command (Recharge 4–6). Up to three allied
orcs within 120 feet of this orc that can hear it can
use their reactions to each make one weapon attack.

Actions
Life Drain. Melee Weapon Attack: +6 to hit, reach 5
ft., one creature. Hit: 16 (3d8 + 3) necrotic damage,
and the target must succeed on a DC 14
Constitution saving throw or its hit point maximum
is reduced by an amount equal to the damage taken.
If this attack reduces the target's hit point maximum
to 0, the target dies. This reduction to the target’s hit
point maximum lasts until the target finishes a long
rest.

14
 
 Medium humanoid, neutral evil

Medium humanoid (orc), chaotic evil Armor Class 16 (studded leather)

Hit Points 65 (10d8 + 20)
Armor Class 15 (studded leather) Speed 30 ft.
Hit Points 52 (8d8 + 16)
Speed 30 ft.
STR DEX CON INT WIS CHA
11 (+0) 18 (+4) 14 (+2) 9 (-1) 9 (-1) 11 (+0)
STR DEX CON INT WIS CHA
11 (+0) 16 (+3) 15 (+2) 9 (-1) 11 (+0) 9 (-1) Skills Intimidation +4
Senses passive Perception 9
Skills Intimidation +1, Perception +2, Stealth +5 Languages Common
Senses darkvision 60 ft., passive Perception 12 Challenge 3 (700 XP)
Languages Common, Orc
Challenge 3 (700 XP) Equipment. The thug wears a grimy crimson cloak.

Cunning Action. On each of its turns, the orc can use
a bonus action to take the Dash, Disengage, or Hide
action.
Hand of Shargaas. The orc deals an 2 extra dice of
damage when it hits a target with a weapon attack
(included in its attacks).
Actions
Multiattack. The Redbrand makes three melee
attacks.
Shortsword. Melee Weapon Attack: +6 to hit, reach 5
ft., one target. Hit: 8 (1d6 + 4) slashing damage.

Shargaas's Sight. Magical darkness doesn't impede

the orc's darkvision.
Slayer. In the first round of a combat, the orc has
advantage on attack rolls against any creature that
hasn't taken a turn yet. If the orc hits a creature that
round who was surprised, the hit is automatically a
critical hit.

Actions
Multiattack. The orc makes two scimitar or dart
attacks.
Scimitar. Melee Weapon Attack: +5 to hit, reach 5 ft.,
one target. Hit: 13 (3d6 + 3) slashing damage.
Dart. Ranged Weapon Attack: +5 to hit, range 20/60
ft., one target. Hit: 10 (3d4 + 3) piercing damage.
Veil of Shargaas (Recharges after a Short or Long Rest).
The orc casts darkness without any components.
Wisdom is its spellcasting ability.

15
 
Medium humanoid (dwarf), neutral good

Armor Class 10 Medium humanoid (human), neutral good
Hit Points 11 (2d8 + 2)
Speed 25 ft. Armor Class 16 (chain mail)
Hit Points 105 (14d8 + 42)
Speed 30 ft.
STR DEX CON INT WIS CHA
12 (+1) 10 (+0) 12 (+1) 10 (+0) 10 (+0) 10 (+0)
STR DEX CON INT WIS CHA
Senses darkvision 60 ft., passive Perception 10 17 (+3) 10 (+0) 16 (+3) 10 (+0) 13 (+1) 12 (+1)
Languages Common, Dwarvish
Challenge 1/8 (25 XP) Saving Throws Str +6, Con +6, Wis +4
Skills Perception +4
Dwarven Resilience. The dwarf has advantage on Senses passive Perception 14
saving throws against poison. Languages Common
Challenge 5 (1,800 XP)
Actions
Indomitable (1/Day). Sildar can reroll a saving throw
Miner's Pick. Melee Weapon Attack: +3 to hit, reach
that he fails.
5 ft., one target. Hit: 5 (1d8 + 1) piercing damage.
Actions
Multiattack. Sildar makes three melee attacks.
Longsword. Melee Weapon Attack: +6 to hit, reach 5
ft., one target. Hit: 8 (1d8 + 3) slashing damage.
Heavy Crossbow. Ranged Weapon Attack: +3 to hit,
range 100/400 ft., one target. Hit: 5 (1d10) piercing
damage.

Reactions
Feather Fall. Sildar wears a magic ring with which he
can cast the feather fall spell on himself once as a
reaction to falling. After the spell is cast, the ring
becomes nonmagical.
Parry. When an attacker hits Sildar with a melee
attack and Sildar can see the attacker, he can roll 1d6
and add the number rolled to his AC against the
triggering attack, provided that he’s wielding a melee
weapon.