H1-H3 Orcus Conversion

H1: ORCUS CONVERSION
H1: KEEP OF THE SHADOWFELL

Looking at the 4th Edition adventure series H1: Keep on the Shadowfell, H2: Thunderspire Labyrinths, and H3: Pyramid of Shadows there is very little in the plotline that really ties these adventures together into a full story. When I read the Keep on the Shadowfell I had hoped that Wizards of the Coast would tie this story together around a growing threat from the Demon Lord Orcus (appearing in H1) trying to spread undeath from the new cool Shadowfell plane defined in 4th Edition. Lot of expectation had been built up around demons, demon lords and the Shadowfell in the Worlds and Monsters publication previously. Sadly my hopes were not fulfilled when I read Thunderspire Labyrinth and then later the Pyramid of Shadow. I therefore decided to try to bridge this gap myself. I created a conversion guide, doing some changes in the story, background and some of the encounters and images, all in order to create an atmosphere foreboding the return of the undead legions of Orcus.
TABLE OF CONTENT
Table of Content .......................................................................... 2 Credits ............................................................................................. 4 Prologue .......................................................................................... 4 The Threat ...................................................................................... 5 Preparing for Adventure ........................................................... 8 Hook: Missing Mentor 1 .............................................................. 8 Hook: Missing Mentor 2 .............................................................. 8 Hook: Ominous Signs.................................................................... 8 Adventure Summary .................................................................. 9 The Cult of Orcus ........................................................................... 9 The Bloodreavers ............................................................................ 9 Recent Developments................................................................ 9 Adapting Winterhaven.............................................................. 9 Q&A ................................................................................................... 9 Revelations ..................................................................................... 9 Hook: Slave Rescue ..................................................................... 10 Shadowfell Keep ....................................................................... 11 The Truth of the Keep ................................................................ 11 The Missing Villagers .............................................................. 13 Learning the Villagers Fate ...................................................... 13 The Mystery of Old Sara ........................................................ 14 A3: Kobold Lair, Inside........................................................... 15 A4: Burial Site ............................................................................ 16 The Mirror of Shadows .............................................................. 16 Attack on Ninaran .................................................................... 17 Set Up.............................................................................................. 17
Tactics ............................................................................................. 17 Features of the Area ................................................................... 18 Farm Attacks .............................................................................. 19 Set Up.............................................................................................. 19 Perception Check ......................................................................... 19 Tactics ............................................................................................. 19 Features of the Area ................................................................... 20 Whats Next? ................................................................................ 20 Cult of Orcus .............................................................................. 22 Set Up.............................................................................................. 22 Tactics ............................................................................................. 22 Features of the Area ................................................................... 23 Slaver Encounter ...................................................................... 24 Setup................................................................................................ 24 Tactics ............................................................................................. 24 Features of the Area ................................................................... 25 Shadowfell Keep....................................................................... 27 The Tombs ..................................................................................... 27 The Shadow Dreams .................................................................. 27 Area 8: Sir Keegans Tomb ................................................... 28 Keegans Duty .............................................................................. 28 Area 11: Water Cave .............................................................. 28 Water Cave History ................................................................... 28 Tactics ............................................................................................. 28 The Treasure ................................................................................. 29 Area 14: Warchiefs Room ................................................... 30 Negotiations .................................................................................. 30 Area 16: Chamber of statues ............................................... 31 Area 18: Cathedral .................................................................. 31
Setup................................................................................................ 32 Reversing the Ritual ................................................................... 32 Tactics ............................................................................................. 33 Treasure ......................................................................................... 33 The Rod of Ruin .......................................................................... 33 Magic Items Appendix............................................................ 34 The Rod of Ruin .......................................................................... 34 House Rules Appendix ........................................................... 37 Underwater Swimming ............................................................. 37 Drowning....................................................................................... 37 XP Analysis ................................................................................. 38 NPC Portraits ............................................................................. 39 Players Handouts ..................................................................... 41 Battle Maps ................................................................................. 47 Monster Update ........................................................................ 51 On the Road: Kobold Brigands ............................................... 51 A1: Kobold Ambush ................................................................... 52 A2: Kobold Lair, Outside .......................................................... 52 A3: Kobold Lair, Inside ............................................................. 53 A4: Burial Site ............................................................................. 55 Area 1: Goblin Guard Room ................................................... 56 Area 2: Torture Chamber......................................................... 57 Area 3: Excavation Site ............................................................. 58 Area 4: Chieftain's Lair ............................................................. 58 Area 5: Crypt of Shadows ......................................................... 59 Area 6: Hidden Armory............................................................ 60 Area 7: Skeletal Legion .............................................................. 60 Area 8 Sir Keegan's Tomb ....................................................... 61 Area 9: The Maze of Caves....................................................... 61
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Area 10: Kruthik Lair ............................................................... 61 Area 11: Water Cave ................................................................ 62 Interlude 3: The Dead Walk ................................................... 62 Area 12: Hobgoblin Guard Room ......................................... 63 Area 13: Hobgoblin Barracks ................................................. 64 Area 14: The Warchief's Council Room ............................. 65 Area 15: Corridors of the Cube .............................................. 66 Area 16: Chamber of Statues .................................................. 67 Area 17: Ghoul Warren ........................................................... 68 Area 18: Cathedral of Shadows ............................................. 69 Area 19: The Shadow Rift ....................................................... 70 DM's Roleplaying Advice ...................................................... 72 Overall Changes........................................................................... 72 6. Hidden Armory ...................................................................... 72 10. Kruthik Lair .......................................................................... 74 11. The Water Cave .................................................................. 75 13. Hobgoblin Barracks............................................................ 75 15. Corridors of the Cube ......................................................... 75 18. Cathedral of Shadow .......................................................... 75
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CREDITS
These are the contributors in the Wizards community who have helped with improvements, new ideas and concepts to this H1 Conversion Guide. Blastin Helped with all spelling and grammer GMforPowergamers Ideas on adding blood scripts in Keep Lineov Rod of Ruin concordance and connection to Karavakos. Update of Skill Challenges. SgtPepper76 Modified Poem of Melgold the Mad Poet Zinovia Original Poem idea of Melgold the Mad Poet Jacktannery Contributed DM's role-playing advice
whispered word that brought back memories of lost causes and unpaid depts. Orcus focused his divine attention towards the source, spanning his godlike awareness cross planes and dimensions. Master of Undeath, Tear in the shroud of Death, listen to the words of your humble servant, a maggot in your godlike corpse. I have found out where the followers of Bahamut have hidden the Rod of Ruin! The paladin of Bahamut I defiled and brought back in your name knows of its hiding place, great Master. The Rod of Ruin Found! The Blood Lord clenched his fist around the Wand of Orcus, blood dripping between his fingers. This opened up new possibilities, the chessboard had suddenly shifted, and things were tilting in his favor again. As Lord of the Undead, Orcus had the everlasting patience of the dead, a trait seldom seen among his demonic cohorts and enemies. But Orcus knew that if he waited long enough in the darkness, secrets held in life would resurface in the afterlife. It was just a matter of time, and that time was now. With the Rod of Ruin resurfacing he could send his pawns to collect it and complete the task once started but never finished turning the living world into a realm of undeath and eternal darkness. His divine mind immediately identified the hundreds of actions needed for setting the plan in motion, but first he poured a fraction of his essence into the world of the living. His aspect materialized in the crypt of his maggot, pulling darkness and the chill of the grave with it. The priest screamed in terror as his eyes started to bleed at the sight of his true Lord. There were still questions that needed answers and a dept of a soul to be paid
PROLOGUE
The Blood Lord sat on his throne of bones and blood-oozing skulls, engulfed in darkness and the putrid stench of death and misery. Cries of pain and anguish played in the background of Orcus residence of Undeath. Nothing of this reached the dark lord. His blood-hazed eyes were lost into the distance, his mind stretching out to listen to the calls and prayers of his dark clergy and followers. Like buzzing flies, their requests and calls for favors left no impression on the Demon Price of Undeath his schemes of power were on a level incomprehensible for his mortal followers. But suddenly his eye twitched, a prayer no not a prayer a
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THE THREAT
The Pyramid of Shadows: Realms, both wondrous and dire, border the world. One such realm is the Shadowfell. Although not inherently evil, the Shadowfell is fraught with dangers, and the barrier between worlds can be thin. Sometimes the darkness breaks into the light. Nearly five hundred years ago, a mighty tiefling wizard named Karavakos made a fatal bargain. The twin threats of minotaurs of the wild and rebellion from within threatened his iron grip over the lands of his petty kingdom. In desperation, Karavakos summoned a demon, a servant of the mighty demon prince Orcus and asked for aid. The demon whispered dark secrets to Karavakos, guiding him into building an unholy cult of the demon prince Orcus in his kingdom. In return the demon showed him a ritual and an artifact that would create a gap between the worlds, connecting one of Orcuss unholy Shadowfell sites to the world. Karavakos, already a skilled magician, created the Rod of Ruin and the necessary ritual to bridge the gap to the Shadowfell. Skeletons, zombies, and demons flooded through the rift into the light of day. A legion of abyssal warriors came to march under his command, and he stepped up his efforts to restore his tyranny over his domain and subjects. The hordes of demons came at what at the time seemed to be a very reasonable price. They would fight on Karavakos behalf and obey his orders. If he ever led them to defeat, however, they would abandon him and feed on his dark soul for all eternity. All the souls of his subjects would be damned to an eternity of pain in the depths of Abyss. Only an error made by the wizard could result in the demons defeatno army in the world could defeat them on the field of battle. Karavakos led his hordes on one conquest after another. His first target was the neighboring minotaur
tribes, which were almost driven to extinction by Karavakos undead and demon infested hordes. One tribe took refuge in the depths below Thunderspire Mountain, where they founded the city of Saruun Khel and hid from Karavakos wrath. What had been a small kingdom ruled by Karavakos grew into a mighty nation to rival the great human empire of Nerath that held sway over much of the land at this time. With winters arrival, Karavakos called a halt to his campaign of expansion. He returned to his palace with the eladrin princess, Vyrellis, who was to be his bride. Together, he proclaimed, they would rule a new empire, and with springs dawning his armies would march into the Feywild, extending their rule across two worlds. When spring came, the demon hordes marched through the thin border between worlds. In the Feywild, though, the demons met their match. Invincible on the battlefields of the natural world, the demons had no such protection once they stepped into the Feywild. Fey spears and arrows felled the hordes, putting an end to Karavakoss dreams of conquestand severing his demonic bargain. At the same time, the empire of Nerath had dispatched legionnaires to eliminate the threat of the rift to the Shadowfell. The empires soldiers destroyed the remaining undead, sealed the opening, and built a keep to watch over the location and contain the threat. This is the site known as the Keep on the Shadowfell. Karavakos nation died on that day, all his subjects killed and their souls brought back to the Abyss with the returning demons. The Seelie Court feared what the demons would do with Karavakos soul and instead imprisoned him in the Pyramid of Shadows, his eladrin princess at his side. The fey gave the Rod of Ruin to the Nerath Empire as a reminder of mankinds folly and their responsibility to secure that it never happened again. The emperor ordered the Rod of Ruin to be hidden for all time,
as they lacked the power to destroy it. It disappeared and was soon forgotten in the mists of time. The Pyramid of Shadows is one of many magical prisons created to confine powerful beings. The fey created it to exist both in the natural world and in the Shadowfell, at the same time in neither of them, thereby preventing Karavakos from ever returning. Just as a prism splits light into its component colors, the pyramid split Karavakoss life force into free-willed splinters, each one containing a fragment of his power. With his power spread among these various splinters, Karavakos couldnt hope to break free from the prison. Enraged, he lashed out at the only person he could blame for his failureVyrellis, who he claimed tempted him into his ill-fated attack on the Feywild. He cut Vyrelliss head from her shoulders and threw it into the charnel pit at the heart of the pyramid. But Vyrellis didnt die. Her life energy, too, was splintered upon her arrival in the pyramid. Her splinters are not animate, but have instead been imbued into gemstones and an orb spread throughout the pyramid. Vyrellis is now driven by a burning thirst for revenge against Karavakos, matched only by her desire to reunite the fragments of her life force and escape the Pyramid of Shadows. Thunderspire Labyrinth: After Karavakos was imprisoned decades of peace followed, and the village of Winterhaven arose within sight of the keep guarding the closed rift to the Shadowfell. Eventually, the great fort fell into ruins and its grand purpose was forgotten. Today, it is seen as a harmless tumble of stone and wood. But when one power falls another rises in its wake. Soon after the fall of Karavakos, Saruun Khel became the center of an oppressive minotaur kingdom devoted to the demon lord Baphomet that subjugated neighboring lands. This angered the Demon Prince of Undeath, who started to
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scheme in his kingdom of endless darkness. The border between worlds which Karavakos had used to open a gate to Shadowfell was not the only place were the Shadowfell touched the natural world. In the endless darkness under Thunderspire Mountain the Sea of Shadows lay hidden and forgotten. Orcus plan started to take form. At the pinnacle of Saruun Khels greatness the minotaurs exploration took them to the vast caverns below Thunderspire Mountain. There they found crude, forsaken altars. The minotaur priests divinations revealed that the deep caverns of Thunderspire were sacred to Torog in his manifestation as the Patient One, a horrible creature of eyes and mouths that waits in the darkness. The minotaurs agreed to honor him even though they were devoted to the demon lord Baphomet, little did they expect to have their prayers answered, but not by Torog, even though the minotaurs thought it to be so. It was Orcus that answered them and bound the high priest to his will. Orcus convinced the high priest to start greater excavations even further down below the labyrinth, where the answers to his dreams of power lay. Deeper and deeper the minotaurs dug, until they finally reached the large cavern holding the Sea of Shadows. Guided by Orcus, the minotaur high priest learned the ritual to create the Bronze Warders. He formed them in his own likeness, never realizing that they were the foci for an even darker ritual that would open the floodgates to Shadowfell, spreading the Sea of Shadow as a tidal wave over the Nentir Vale, with darkness, undeath and necrotic energies in its wake. However, three centuries ago, when the ritual was almost completed, Baphomet learned of Orcus treachery. A battle for the throne of Saruun Khel erupted into a vicious civil war. The Baphomet loyal tribes faced the might of the high priest of Orcus and his loyal subjects. The demon lord Baphomet infused his followers with mindless fury, allowing them to defeat the faction devoted to Torog. When Orcus subjects were defeated, the survivors took to battling one another until only a few minotaurs remained in the ruins of the once-great city. Some say that the madness and violence that descended on Saruun Khel in its final days were Baphomets vengeance against his people for daring to offer sacrifices to another power very few know the real truth. Over the following centuries, adventurers came to explore the labyrinthine ruins of Saruun Khel, seeking forgotten treasure. Few of them survived. About 25 years ago, three wizardsHasifir, Niame, and Samazarcame to the mountain. Accompanied by retainers, the wizards spent long months in the ruins. Among the magic items they recovered were several command amulets, which allowed them to control the bronze warders, minotaur constructs built in the citys heyday. The wizards used the bronze warders to clear the upper level of the ruins, establishing a stronghold therethe Seven-Pillared Hall, but they never learnt the real truth of their purpose, and they never went as deep as to the Sea of Shadow. In the last two decades, the original founders formed the Mages of Saruun, and established the Seven-Pillared Hall to provide them with safe access to the denizens of the Underdark. The mages cleared an ancient subterranean highway carved by the minotaurs, allowing denizens of the deep to trade with them and select other surface dwellers in the black markets of the Hall. Today, dwarves, duergar, drow, and more creatures come to the Seven-Pillared Hall to trade gems, gold, rare ores, and other goods. Under the watchful eyes of the hooded mages and their bronze servitors, an uneasy peace endures in the Hall while perils lurk in the shadows of the Labyrinth beyond. Orcus schemes had yet again been thwarted, but the Blood Lord never sleeps, and his tendrils of undeath touched the world, and so he came to learn what had happened to the Rod of Ruin. He soon found a way to infiltrate the Mages of Saruun with one of his own loyal subjects the wizard Paldemar. Due to the machinations of a renegade mage, the fragile peace of Thunderspire Mountain is in jeopardy. Slavers now operate in the depths of the mountain, and an even bigger danger once again threatens the lands of the Nentir Vale Paldemar had, through the whispering of the Blood Lord, learned about the Sea of Shadows, the Keep on the Shadowfell and the Pyramid of Shadows. In addition to establishing a vibrant temple and cult of Orcus in Thunderspire, Paldemar has been gathering arcane power to use against the Mages of Saruun. At this point, he has a number of promising leads to ultimate power. He has sent his loyal servant Kalarel, a priest of Orcus, to try to open the rift to Shadowfell in Winterhaven, but he is also in the process of completing an infernal machine that, when activated, will give him control of all of the bronze warders within the mountain. Without their protectors, Paldemar believes he will be able to dispose of the Mages of Saruunhis first step in taking complete control of Thunderspire and then open the gates of the Sea of Shadow to flood the surrounding lands in darkness and undeath. His future plans, as the adventurers can learn should they defeat him and search his personal chamber on the third level of the tower, include an evil ritual that will channel the arcane power of the captured mages into the destruction of the Pyramid of Shadows and make him immortal. This is, of course, a lie whispered to him by Orcus, who only wants him to destroy the Pyramid of Shadows to release Karavakos soul for which the Prince of Undeath has been waiting for a very long time. An oath is an oath Keep on the Shadowfell: Time passes and empires fall, and even Nerath wasnt immune to the ravages of time. The once-great human empire collapsed almost a century ago, and only memories of its glory remains. Deep within the ruins of the old keep, the magic seal crafted by the
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Nerath wizards continues to protect the rift, but time has begun to erode even this powerful magic. Moreover, the cult of Orcus has returned to the site with the Rod of Ruin, intent on finishing what its ancient brethren started. The cult seeks to reopen the rift to the Shadowfell. However, the magic seal has so far frustrated the cults intentions. Time, however, is on the side of the cult. Unless the cult is stopped, the seal will collapse and the passage into the Shadowfell will be opened anew. If that happens, Winterhaven will face the threat alone. Leagues of dangerous roads separate the village from its closest neighbors, and the place has always stood as a point of light in the ever-growing darkness. Even so, Winterhaven wont stand long against endless swarms of ravaging undead and demons. The cult of Orcus seeks to open the rift, establish a foothold, and launch further atrocities against the world at large. Paldermar has sent his loyal subject, a priest of Orcus named Kalarel that heads the death cult. Paldemar uncovered the truth about Shadowfell Keep a several years ago, guided by Orcus, he found records dating back to the time of the original opening of the rift. Since then, he has been ceaselessly researching an evil ritual that he believes will allow him to shatter the seal and once more open the rift, but pressed by more urgent matters in Thunderspire Labyrinth he has given the task of researching the vile rites to Kalarel as well as the task of continuing to expand Orcus influence in Winterhaven. After gaining control of the keep, Kalarel placed agents in the surrounding areas. Kalarel has established dominion over a tribe of goblins that had set up a lair within the subterranean chambers beneath the keep. These creatures, led by a goblin named Balgron the Fat, guard the place ferociously, not completely out of loyalty to Kalarel but due to their own thirst for wealth and power. Paldermar After his control of the keep was solidified, Kalarel dispatched a hobgoblin named Irontooth to oversee a tribe of kobolds operating out of a lair near Winterhaven. Through his hobgoblin agent, Kalarel has ordered the kobolds to harass and, if possible, eliminate anyone in the vicinity (such as adventurers) who might have the potential to delay or thwart the priests plans. Kalarel also installed an elf spy named Ninaran in Winterhaven. Through the reports of this individual, Kalarel keeps an eye on the activities of Winterhavens residents and knows when newcomers arrive. Kalarel is confident he will achieve his goal and soon reopen the rift to the Shadowfell. Will anyone dare to prove him wrong?
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PREPARING FOR ADVENTURE

Instead of all the players having the same hook and knowing each other, I decided to split the party into two, bringing them together in the first encounter in Keep on the Shadowfell On the Road: Kobold Brigades. Each party has its own hooks and purpose for coming to Winterhaven. This allows not only for immediate action but also role-playing as the players learn about each other and why they are seeking Winterhaven. I did some small adjustments to the Missing Mentor and Ominous Signs hooks. I took the party wizard as the leader for the Missing Mentor hook, and the cleric or paladin as leader for the Ominous Signs hook.
HOOK: MISSING MENTOR 2

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

Marla of the Church of Bahamut contacts the PCs (cleric or paladin) before the start of the adventure. She has received dire news from the small shrine at the holy spring of Kalin. An evil artifact, only known as the Rod of Ruin, that had been hidden for centuries by the Church of Bahamut has been stolen and the shrine defiled. No one alive remembers the Rods purpose and if any records of this existed, they are now lost. All of the monks guarding the Rod were killed and brought back as vile zombies, save one. He survived and witnessed a small group of death cultists steal the Rod and then leave for Winterhaven. He heard a name being mentioned, a name he thought was the name of the dangerous and twisted high priest of the cult - Kalarel. Marla suspects that this Kalarel has set up a secret cult in the area and is conducting unholy ceremonies, and fears what he might do with the Rod. She asks the PCs to travel to Winterhaven, determine if there is any death cult activity in the area and, if so, to stamp it out and bring back the Rod of Ruin. Quest XP (Major QL9): 400 XP/player for destroying the cult, as well as 250 gp for destroying the cult, stop their plan and bring back the Rod of Ruin.
HOOK: MISSING MENTOR 1

The player character (wizard or similar) seeks news of his or her mentor at the Academy of Magic, Douven Stand. The man who trained him or her for a life of adventure bade his friends farewell three months ago and headed for Winterhaven. Douven, an archeologist and explorer of old ruins, always looking for forgotten lore, had found an ancient map that revealed the location of a dragons tomb not far from the village. He reasoned that if a dragon were buried there, it would be rich with archeological relics and maybe even its hoard. The mentor should have returned some time ago, and his continuing absence bodes ill. The Academys Council fears the worst and decides to send out the player character with some loyal henchmen to find out what happened to his or her mentor. Quest XP (Major QL 6): 250 XP/player for discovering Douvens fate.
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ADVENTURE SUMMARY
THE CULT OF ORCUS
I really liked the idea of Bairwin running the Cult of Shar within Winterhaven, introduced in the H1: Realms Conversion. Get it at: http://www.wizards.com/download.asp?filename=155_Sha dowfell_FR.pdf I wanted to use it but for Orcus instead, and it is a quite easy conversion. I decided to change the encounter with more undead, rather than shadows. I also wanted to have some ways for the characters to learn about Bairwins activities in the town, so I reworked the Tavern Thugs into a Skill Challenge The Mystery of Old Sara, as well as an encounter outside of Winterhaven Farm Attacks where the characters find evidence of the abductions happening.
the old Kings Road and outskirt farms. He then routes them to the hobgoblin Warchief that secures the continuous transfer of them to Thunderspire Mountain and the Bloodreavers there.
ADAPTING WINTERHAVEN
Q&A
Q: What do you know about a cult of Orcus? At this point, most people are dismissive of such an idea, laughing it off. Characters can make a DC 13 Streetwise check to learn any or all of the following points of information related to the cult: The town has no underground caverns or hidden places of which its citizens are aware. There arent any new or suspicious folks in town. The newest person is Bairwin, and he arrived several years ago. The gates are shut at night, and the only people who leave through them are returning to their homes outside town. Farmers, like Eilian the Old, and trappers, like Ninaran, leave shortly after dark. Most people are more concerned about the kobolds attacking travelers and townspeople than they are about a subversive cult. If there were a cult, most folks believe it would be outside of townoff in the dragon burial site southwest of town or the old, ruined keep to the northeast. Even so, people find that highly doubtful.
RECENT DEVELOPMENTS
A Skull of Orcus named Kalarel has infiltrated the nearby town of Winterhaven. His cult operates out of the town, which helps supply Kalarel and his followers, who are hard at work in Shadowfell Keep preparing to open the rift to Shadowfell. Bairwin is Kalarels underling and the leader of the cultists located in Winterhaven. Bairwin operates the cult out of a basement in his shop. Bairwin arrived several years ago at the same time as Kalarel, and he has covertly supplied Kalarel with the tools and provisions necessary to excavate Shadowfell Keep. He has also begun recruiting others to his cause. Bairwin, feeling safe in his cover as shopkeeper in Winterhaven, has started to perform vile rituals in the name of Orcus in the basement of his shop. The ritual involves human sacrifices to Orcus and the creation of selfloathing undead creatures from the remains. Bairwin has sent some of his ruffians and thugs, disguised as merchants and guards, to the remote farms to kidnap suitable victims for the rituals. Recently the previous shop keeper Old Sara happened to pass by the shop one morning and heard screams from the cellar. She went in and discovered the basement and its vile purpose. Before she could get out and warn the city guards, Bairwin captured and killed her. He has tried to cover his tracks, but some talented adventurers might find the truth about old Saras disappearance.
THE BLOODREAVERS
As I have tried to tie together Keep on the Shadowfell more tightly with Thunderspire Labyrinth, it was natural that Kalarel was accompanied with Hobgoblins of the Bloodreavers tribe. They have been given the task not only to protect Kalarel (Area 12 to 14), but also to secure a steady supply of slaves to their brethren in Thunderspire Mountain thereby securing Paldemars position and influence. Their Leader Traak is in charge of their operation from the Keep. Another change I made was to turn Irontooth into a hobgoblin Bloodreaver, rather than a mere goblin, thereby making him more threatening, which helped prepare the PCs for the tough A3 encounter (Kobold Lair). Irontooth has taken command of the kobolds, kidnapping slaves from
REVELATIONS
If the PCs discover that Bairwin is leading the cult in Winterhaven they are likely to confront him directly or turn to Lord Padraig. If the PCs go to Bairwins shop, he greets them pleasantly. When the PCs begin asking probing
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questions, demonstrating that they know of his involvement, he flees, darting into the backroom where a secret door leads down to an underground chamber. Characters following him trigger the encounter on the next page. If characters turn to Padraig for action, he demands evidence. If the characters bring Agrid from the A4: Burial Site encounter, they have little evidence for Bairwins involvement in the capture of Douven Staul. In fact, Lord Padraig instead listens to Bairwins claims and asks the characters to find the real source of the evil in Winterhaven and leave Bairwin alone. you be the force I need to put an end to this and bring my subjects back if they are still alive? Lord Padraig and his Captain Rond Kelfem are convinced that the missing villagers have been taken to the keep to be used by the remaining cultists in vile rituals. He beseeches them to follow the slavers and rescue the captives. They must be saved before it is too late! Quest XP: 200 XP/Player (major quest), and Lord Padraig provides a reward of 500 gp if the captives are rescued and returned safely to Winterhaven.
If played right, lawful PCs will learn the hard way that they will need hard evidence before making accusations against someone in a lawful society. Bairwin has no relics in his shop; Searching the shop reveals nothing (the secret door to the cellar is magically hidden; Douven did show the mirror when stocking up supplies in his store; Agrid has no actual proof to verify his claim that Bairwin sent him to do the dirty work. If the characters manage to present evidence, such as a successful skill challenge in the Mystery of Old Sara, or providing the thugs from the Farm Attacks encounter, he says he will not take action against a member of the town without just cause. In the event the PCs present proof, then Padraig asks the PCs to help apprehend Bairwin (see Cult of Orcus encounter). If the PCs successfully put an end to the cult activities in Winterhaven Lord Padraig trusts them enough to ask them to help rescue the missing villagers he fears have been taken to the keep for some sinister and evil purpose. Present the PCs with the Slave Rescue hook. This is actually a hook into the next adventure Thunderspire Labyrinth, which the players cannot solve at the keep. They can, however, find the clues at the keep as to what has happened to the missing villagers.
BAIRWINS CLAIM
Douven showed the mirror to Bairwin, who sent word about the relic to a collector of fine arts in Fallcrest. A month ago an old companion from Bairwins adventuring days, Agrid, showed up and said he had fallen on hard times and needed work. Bairwin had no work for Agrid but had just received word from the collector in Fallcrest who was interested in the mirror. He paid Agrid for delivering the message to Douven that he had an interested buyer for the mirror, prepared to pay more than 500 gp for it. Bairwin says that Agrid must have fallen to the temptation to take the money himself. He must have wanted to find more relics from Douven, and probably kill him and escape with all the valuables to Fallcrest were he would try to sell it. Bairwin asks Lord Padraig why he should believe some claims from a stranger such as Agrid and a group adventurer instead of a loyal villager who have brought a lot of trade and taxes to Winterhaven over the last 10 years.
LORE OF THE CULT OF ORCUS

A character that makes a Religion check can identify certain features of this encounters creatures and is aware of the following information: DC 15: The cult of Orcus is widespread among corrupt and despicable humans, with more significant following among humanoids than most demon princes can boast. His temples are usually hidden, and his worshipers form secret societies living in otherwise normal communities. DC 20: Orcus demands living sacrifices as a part of his rituals. It is common for followers of Orcus to carry black, skull-topped scepters and often wear skull masks and black robes with hoods or goat-horned headdresses and silver robes. DC 25: Clerics of Orcus are in charge of promoting necromancy, pain, torture, undeath, and the destruction of all that is good. They pray for spells at midnight. Their colors are red and black, although bone white is often used as decoration.
HOOK: SLAVE RESCUE

The kobolds, lead by Irontooth, have captured twenty villagers from Winterhaven. Lord Padraig has come to understand that these disappearances seem to have a connection to the Cult of Orcus he has recently learned have been active in his village. He begs the adventurers to get involved. You have already done a great service for Winterhaven and the people of Nentir Vale, he says. Can
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10
SHADOWFELL KEEP
Once the characters have exhausted their options in town and have figured out the danger that Kalarel and his cohorts represent, they will likely head toward the keep. However, the characters might learn a little bit more of the story through the efforts of Valthrun, an NPC.
Skeletons, ghouls, and stranger, fouler creatures once crawled through the opening into the light of day. By destroying the undead and sealing the rift, the Nerath Empire thought that was the end of the story. Now, Im not so sure. Take a look at this poem I found in the Collection of Lyrics from Melgold The Mad Poet of Almhurst
But twisted whispers echo through the halls, And ghostly blood runs 'long the walls, None can face those cursed remains, Fear like water in their veins. A Blood Lord follower from a cursed line, Now threatens to awake the unholy shrine, Dark power craves as men do thirst, Confining spells to be reversed. Storm clouds gather with the demon's approach, And the living dead will soon encroach, The forces of good will never survive, For the Prince of the Undeath will soon arrive.
THE TRUTH OF THE KEEP

When Valthrun learns of the suspicious activities in Shadowfell Keep and around Winterhaven, he grows alarmed and tells the characters that he must consult the historical texts locked away on the second and third story of his tower. If the PCs allow him a few hours to search the tomes, he can reveal to them the secret of Shadowfell Keepa secret that has remained guarded for centuries. The following text, which Valthrun communicates to the PCs, replaces Valthruns information from the Questions Answered section in the original adventure: My books and scrolls tell me that the ruined keep was built by the old empire, Nerath, as I suspected. The Nerath Empire was attacked by hordes of undead and demons at the time, over three hundred years ago, released onto the earth by the mighty wizard Karavakos from a rift to the Shadowfell. Finally, in a great battle, the empire of Neraths legionnaires managed to eliminate the threat of the rift to the Shadowfell. The empires soldiers destroyed the remaining undead, sealed the opening, and built a keep to watch over the location and contain the threat. This is the site known as the Keep on the Shadowfell. The Shadowfell is a place of darkness and shadows, but not all of it is evil, but this rift apparently connects to an unholy sanctuary of Orcus, the demon lord of the undead.
In shadowed keep of tumbled stone, A peril lurks, for years unknown, The Kinslayer's spirit guards it yet, 'Gainst a newfound vile threat. The Kinslayer once was proud and strong, Until the Blood Lord came along.
The forces of good will never survive, for the Prince of the Undeath will soon arrive
The thing of evil sent dark dreams, Nightmares wrought of tortured screams, The vowed defender's mind did bend, And with his blade he did rend. Awakened to the awful truth, Shattered bones of men and youth, His wife and children, pride and joy, Mistaken for demons he was forced to destroy. The Kinslayer fled to meet death alone, For wicked deeds he must now atone, And so the fallen paladin must wait, For heroes to arrive and reverse his fate.
This poem sent me digging deeper into the fall of this Kinslayer and this is what I found: Within two short decades after the collapse of the Nareth Empire, Shadowfell Keep was abandoned and left to fall apart and decay. It was on a grisly night about eighty years ago that the lord and commander of the keep garrison, Sir Jerold Keegan, put into motion the events that led to the keeps downfall. Perhaps the Shadow Rifts malign influence is too strong to resist. Maybe Sir Keegan was a crazed lunatic driven by demons we may never understand. Whatever the case, at the stroke of midnight on that fateful day, Sir Keegan began to systematically slaughter every resident of the keep, forever cursing the place. The author of the
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historical treatises speculates that he suffered paranoid delusions, for Keegan went on a rampage through the keep. His own wife and children were first to fall to his blade, then his trusted advisors, and finally many of the soldiers under his command. Sir Keegan was too skilled for any one soldier to defeat, yet eventually the garrison managed to respond with an organized defense. Although many brave soldiers died, they managed to inflict him a grievous wound that drove the mad knight to flee into the keeps crypts were they finally managed to dispatch him. The keep became notorious for a time, as one of the last bastions of the fallen empire. There was no one to order it back into service. So it was abandoned, feared for a time, and eventually, more or less forgotten. An earthquake a few years later collapsed the upper towers and walls, and turned the place into a ruin of tumbled stone. Rumors persist of great treasures buried beneath the keep, yet few have dared explore the passages over the year. Sir Keegans ghost is said to roam the corridors beneath the ruins, wailing in grief over the tragedy of his life. The people of Winterhaven avoid the place, and the mere mention of Shadowfell Keep is considered bad luck by many of the farmers and villagers. Whatever activity is occurring at the keep, it can only mean ill for Winterhaven and those of nearby lands. Please, will you do what you can to help? (The poem can be found in the Players Handouts Section)
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THE MISSING VILLAGERS

There are 21 villagers missing in Winterhaven. Two of them, Old Sara and a vagabond named Evrion (who none has realized is missing) was captured by Bairwins thugs and has been sacrificed to Orcus on his bloody altar and turned to animated skeletons (see Cult of Orcus encounter). A family of four living in one of the outskirt farms was recently captured by the kobolds and sold to the Bloodreavers. They were held hostage for a short while at the keep (in Area 2), but have recently been shipped to the Bloodreaver slaver camp close to the keep, together with 2 merchants that were captured as well. (see the Slaver Encounter). Three have been sacrificed on the altar in Area 18. The remaining twelve have all been shipped off by the Bloodreavers to be sold in the Thunderspire Labyrinth.
INTIMIDATE CHECK
Success 0 to +2 The kobolds deliver them to the keep and we pay them. We keep the humans in the cells until the Bloodreavers comes and collects them. Sometimes we have some fun with them. He he Please dont hurt me that is all I know! Success +3 or more The Bloodreavers is a tribe of Hobgoblins up in Thunderspire Mountains fierce warriors hurt goblins if we do not do as told. I do not know what they want the human slaves for. If the PCs questions Balgron the Fat or the Hobgoblin Torturer (Area 2) they might learn more with a successful Inimidate check.
INTIMIDATE CHECK
Success We are the Bloodreavers! The mightiest tribe in the Thunderspire Labyrinth. We have become very rich by selling this human rabble into slavery in the Underdark. Weaklings they are, but they fetch a good price in the Seven-Pillared Hall! A successful interrogation of the hobgoblin Warchief Traak provides the last piece of clues.
INTIMIDATE CHECK
Success: The Bloodreavers have an agreement with the great Master No I do not know his name. I only know that our skilled Warlord Krand struck a bargain with him. We were sent to accompany and protect his disciple Kalarel. In return he provides us with fresh slaves.
INTIMIDATE CHECK
Success 0 to +2 We just delivered four new slaves to the Bloodreavers. They came and picked them up only yesterday, but it serves you no good, they are already on the way to Thunderspire Mountains to meet the same fate as the other twelve. You came too late, ha, ha! Success +3 to +4 The Bloodreavers have a camp not far from here. The human rabble might still be there. They talked about staying longer to get some fat merchants as well. Yes I can tell you how to get to the camp. Success +5 or more: The Bloodreavers are a gang of thieves and slavers, not necessarily in that order, that includes goblinoids and some humans. Most of them are fierce warriors and they have their base in the Thunderspire Mountains. If the PCs question the Bloodreaver hobgoblins on the second level of the keep they gain even more information about the Bloodreaver tribe.
LEARNING THE VILLAGERS FATE

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

Encounter Level 1 (200 XP) When the PCs arrive in Winterhaven they might start looking for clues as to whether or not there is a death cult in the city. In this skill challenge one or more adventurers attempt to find out the truth of the situation. This challenge can stretch out over time in between the PCs exploration of the kobold lair (A3), burial site (A4), or even the keep itself. Setup: To find clues about the secret Orcus cult in the basement of Bairwins store, the PCs must unravel some of the clues in Winterhaven. Level: This is a 1st-level challenge. Complexity: 2 (requires 6 successes before 3 failures). Primary Skills: Diplomacy, Insight, Dungeoneering, Religion, Streetwise. 1st Streetwise (DC 19): PCs learn that an old woman called Old Sara has disappeared from her small home in Winterhaven. No one seems to know what has happened to her. Religion (DC 19): A PC remembers some facts about the cults of Orcus. The cult of Orcus is widespread among corrupt and despicable humans, with more significant following among humanoids than most demon prices can boast. His temples are usually hidden, and his worshipers form secret societies living in otherwise normal communities. A few of his temples are terrible strongholds full of undead, where wicked lords commit atrocities and wage wars in the demon prices name. Orcus demands living sacrifices as a part of his rituals. Blood and skulls are an important part of the imagery used in his worship. Idols and altars are often surrounded by or built upon tall piles of skulls.
It is common for followers of Orcus to carry black, skull-topped scepters and they often wear skull masks and black robes with hoods, or goat-horned headdresses and silver robes. 1st Diplomacy (DC 12): Talking to some villagers, PCs learn that Old Sara and her husband used to own the store were Bairwin now resides. It used to be an old pottery but Sara sold the store to Bairwin when her husband died several years ago. Old Sara always passed by the store on her morning and evening walks to the market. Otherwise she never left her home, which makes her disappearance even stranger. 2nd Diplomacy (DC 12): When speaking to Thair Coalstriker PCs learn that this gruff dwarf is in poor humor over the success of Bairwins shop. He openly complains about the Grand Shoppes overnight success. He explains that Bairwin arrived in town with a wagon full of junk a few years ago and has since managed to build a shop that seems constantly to acquire more merchandise and expensive items despite having few customers. 3rd Diplomacy (DC 12): Characters who question Thair further learn that Bairwin was at first a frequent customer of Thairs. Bairwin often purchased metal goods like shovels, spades, and wheelbarrows. Thair assumes that he managed to somehow sell these items at a great profit to others in the areaperhaps dwarves in the nearby hills. Whatever the case, the dwarf smith is bitter over Bairwins shops growth. 2nd Streetwise (DC 12): PCs learn from Delphina Moongem at the market that she saw old Sara entering Bairwins shop that fatal day she disappeared, as she usually did on her morning walk. Like to see that Bairwin took care of her old store, as she used to say, but then she never came over to the market.
Insight (DC 12): PC remembers that Bairwing said that he had not seen old Sara on the day of her disappearance. Dungeoneering (DC 12): A PC notices the Bairwins shop seems to have undergone some recent changes. The house foundation has been strengthened with supporting pillars, suggesting that the foundation needed reinforced. It could be an indication of a cellar being added to the structure. Success: If the adventurers gain 6 successes before attaining 3 failures, they find proof that Bairwin is most likely to be blamed for the disappearance of Old Sara. They can either go to Lord Padraig or Captain Kelfem with the information, and have them arrest Bairwin, or they can confront Bairwin themselves. If they choose the latter then they proceed to the Cult of Orcus encounter. Successfully completing this skill challenge earns the adventurers a major quest reward (200 XP). Failure: If the adventurers attain 3 failures before gaining 8 successes, further skill checks will give them no more information about the mystery. Bairwin also learns about them asking questions about the disappearance of old Sara. He sees the risk and reports it to Kalarel, who then orders Bairwin to dispose of any evidence that might lead back to the Keep and Kalarels plans. When the characters search the cellars of Bairwins shop they find no proof of his involvement in the Cult of Orcus or the disappearance of old Sara. If this happens you as a DM should consider running the Farm Attack encounter to give the PCs a chance to learn about the cult of Orcus.
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A3: KOBOLD LAIR, INSIDE

I changed Irontooth to a hobgoblin instead of a goblin and made him one of the Bloodreavers. I portrayed him as a dangerous killer, to help the players understand that this was going to be a tough fight. My additions to this encounter are the Players Handouts I have created. You will find them in the end of this Conversion Guide. I have also added one small note from Ninaran, which the characters can find in one of Irontooths pockets with a successful DC 15 Perception check. The note has been written with coal on a piece of clothing, not larger than 4 inches. The note reads: They are coming! Prepare! Ninaran who has been following the players action in Winterhaven, followed the PCs out of Winterhaven and alerted the kobolds of the immediate threat by shooting an arrow to a kobold lookout, with the warning tied to the arrow. A character that later meets Ninaran and succeeds on a DC 19 Perception and a DC 12 Insight check notices the missing fabric in Ninarans clothing and draws the right conclusion that it matches the size and color of the note. There is also a note from the Hobgoblin Warchief of the Bloodreavers Tribe at the Keep. However this note is written in goblinoid, which the PCs probably do not understand. However, in the Cult of Orcus encounter there is a ritual book with the Comprehend Languages ritual that might help the players decipher it. The letter reads:
Saa (Greetings) Ghaal (Mighty) Irontooth, We have received your chaatoor (human) tuuvotos (slaves). Good work brother. Lhevk-ruh (Skilled Warlord) Krand is proud of your work. Shava (Sword Brother) Traak You might as a DM consider not changing the goblin words in the message making it a little more cryptic and the comprehend language ritual not a 100% translation. You can find the letter in the Players Handouts in the end.
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A4: BURIAL SITE

In the original adventure, the dragon burial site was indirectly related to Kalarels machinations. However, in this adaptation, the dragon burial site supplies evidence of Shadowfell Keeps background (see Background). However, Kalarel's apparition has been replaced, see the Monster Update Guide. An adult dragon is buried at the site, which a character can identify with a DC 12 Nature check. A PC succeeding at a DC 19 check also determines that the bones are those of a shadow dragon, and that the site is more than 200 years old. They also discover numerous other bones, human and others that are strange, twisted and demonically warped. The dragon burial site is the spot where a large battle between Karavakos hordes and the Nerath Empire, trying to close the rift to Shadowfell, occurred. The gnome Agrid is one of Bairwins hirelings, but he knows nothing of the cult activities or what goes on in the keep. Unlike many of Kalarels other servants, Agrid is not devoted to Orcus or Kalarels cause. Bairwin hired him to capture Douven and take over the excavation when Douven returned to Winterhaven with relics from the old war. Bairwin did not want to have undue attention brought to Winterhaven, as would have been the result if Douven were allowed to communicate his findings to the world. When faced with the prospect of death, Agrid offers what information he knows. When bloodied or when only one ally remains, the gnome surrenders and offers the character information in exchange for his life. If the PCs accept, the gnome says: Bairwin the shopkeeper is my employer! He wanted to ensure that none of these relics found at the site leaked out of here. He especially asked for that mirror over there in
that crate. I dont know why. It was Bairwin who told me where to find that fool, Douven. Once the gnome has offered his information, he tries to cajole the PCs into letting him go, pointing out that he didnt kill Douven, and the PCs would be cruel to kill him. Once Douven is freed, he also offers an important bit of information to the PCs: When I set out to dig, I had thought this was the burial site of some old dragon. However, the skeleton of the dragon is intermingled with other remains and skeletons from many lesser creatures, many of them looks to be demonic in origin. It seems as if this is the site of some old battle, rather than a burial site. I can only wonder were these demons came from and what could have been worth fighting over in this remote place.
When a PC looks at his reflection in the mirror, read: The silver mirror is tarnished and when you look into it you find your reflection grayish and misty. Suddenly you see your face but it is like a dark corrupted version, glaring out at you with white skin and eyes shining with malice.
Mirror of Shadows
Level 1
The perverted shadow form of yourself breaks down your will Cursed Item 550 gp Attack: +5 vs. Will; Loose one healing surge, range 5 squares Ongoing Effect: Carrying the cursed item gives a -2 penalty to Will defense if the person has looked into the mirror and seen his or her reflection. However, there are not only drawbacks with the Mirror of Shadows. A character in possession of the Mirror gets +2 on their Arcana checks to reverse the ritual in Area 19: The Shadow Rift. Some players might even start using it as a gaze attack versus their opponents successfully.
THE MIRROR OF SHADOWS

The mirror that was found at the burial site is a relic used by Karavakos during the Ritual of Opening. It is an ancient mirror of tarnished silver. It is magical and worth 550 gp on the open market, but much more for someone who wants to use it to open a rift to Shadowfell.
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ATTACK ON NINARAN
Encounter Level 4 (925 XP)
Ninaran tries to back away to be able to shoot at the PCs. Ninaran, Elf Archer (N)
Medium fey humanoid (elf) HP 44; Bloodied 22 AC 17; Fortitude 14; Reflex 18; Will 15 Speed 7 TRAITS Group Awarness * Aura 5 Non-elf allies in the aura gain a +1 racial bonus to Perception checks. Archers Mobility If Ninaran moves at least 4 squares from its original position, she gains a +2 bonus to ranged attacks until the start of its next turn. Wild Step An elf ignores difficult terrain when it shifts. STANDARD ACTIONS m Longsword (weapon) * At-Will Attack: Melee 1 (one creature); +9 vs. AC Hit: 1d8 + 5 damage. r Longbow (weapon) * At-Will Attack: Ranged 20/40 (one creature); +11 vs. AC Hit: 2d8 + 3 damage. TRAITS Elven Accuracy * Encounter Effect: An elf can reroll an attack roll. It must use the second roll, even if its lower. Skills Nature +12, Stealth +12 Str 13 (+3) Dex 20 (+7) Con 14 (+4) Int 12 (+3) Wis 16 (+5) Cha 11 (+2)
5 Shadow Hounds, Lesser (H)

Medium shadow magical beast HP 44; Bloodied 22 AC 16; Fortitude 17; Reflex 15; Will 14 Speed 7, teleport 7 Vulnerable 5 radiant TRAITS Shadow Ambush
Level 3 Skirmisher
XP 150 Initiative +5 Perception +6 Darkvision
SET UP
This encounter is triggered if the PCs realize Ninaran is the traitor that warned Irontooth of their approach (see A3 Kobold Lair) and choose to confront her at Wraftons Inn. As soon as Ninaran senses that the characters are after her she summons her shadow wolves. They appear in the squares next to her. This encounter includes the following creatures: 5 lesser shadow hounds (H) Ninaran, elf archer (N) When the PCs attacks Ninaran, read: Ninaran leaps to her feet and in a single motion has her longbow in her hand. Lord Orcus, Dark Master protect me, she shouts while putting an arrow to the string. Suddenly the room grows darker and wisps of shadow dance around Ninaran. From nowhere five shadowy black dogs appear, growling menacingly at you. Place the characters where they want to be in the room, but at least 2 squares between them and Ninaran.
Level 4 Artillery
XP 175 Initiative +7 Perception +12 Low-Light Vision
If the shadow hound has combat advantage against its target, it deals an extra 1d6 damage on a successful melee attack. STANDARD ACTIONS m Bite * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d8 + 6 damage. MINOR ACTIONS C Baying (fear) * Recharge 5 6 Attack: Close burst 3 (creatures in burst); +6 vs. Will Effect: Target takes a -2 penalty to all defenses until the end of the shadow hounds next turn. Special: Deafened creatures are immune. Skills Endurance +7, Stealth +7 Str 17 (+4) Dex 13 (+2) Con 12 (+2) Int 6 (-1) Alignment unaligned Wis 11 (+1) Cha 14 (+3)
Languages
TACTICS
When the characters attack Ninaran let every one roll initiative. On the shadow hounds initiative they teleport into the room from the Shadowfell and attack the PCs, trying to position themselves at the characters flanks. The hounds keep movingout of melee range when possible.
Alignment evil Languages Common, Draconic, Elven Equipment leather armor, longsword, longbow, quiver of 30 arrows
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their movement 1d2x5 feet later if they fail. Those who fail by 5 or more fall prone and take 1d6 points of damage at the end of that movement. The DC of other Acrobatics checks increases by 5. Creatures gain a +1 bonus on melee attack rolls against foes lower than them. Rug: A character adjacent to the carpet can use a standard action to make a DC 13 Strength check to pull the carpet up. Any creatures in squares occupied by the carpet must succeed at a DC 20 Acrobatics check or be knocked prone. Bar: This countertop has a solid front and can provide cover to a standing character or superior cover to a prone character. The bar is difficult terrain. Treasure: If the characters capture or kill Ninaran, the PCs also discover the treasure described in The Dead Walk encounter. If the characters confront Ninaran before the graveyard encounter occurs, then they discover Kalarels letter (described in The Dead Walk encounter) on her bookshelf. A copy of the letter is in the Players Handouts section. In this case, the graveyard encounter does not occur, and the characters inadvertently save the lives of ten of Winterhavens citizens.
FEATURES OF THE AREA

Illumination: Bright light. Chairs: Chairs do not limit or restrict movement through a square. Tables: A table is tall enough that a Small creature can move under it and gain cover from doing so. It costs 2 squares of movement to hop up on a table. A character can use a standard action to tip over a table, which can then grant cover for a standing creature or superior cover for a prone creature. Hearth: A low-burning fire provides warmth to the room. The fireplace is built into the wall and does not affect movement. Stairs: The steep staircase leading from the dining room to the rooms upstairs descends 10 feet, but the ceiling remains level. Going up or down the stairs is considered difficult terrain. Creatures running or charging down steep stairs must succeed on a DC 13 Acrobatics check, ending
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FARM ATTACKS
address any members of the group, the human mercenary grunts and tells them to mind their own business. Unless the PCs attack the men, read: The leader of the group, a scarred man in chainmail, standing at the back challenges you. Youre the right doers, aint you? he asks. Well it aint going to help you. If you try anything I will cut this little girl to pieces, wont I sweety? The girl recoils and tries to wriggle free, but the ruffian is too strong. You hear her manage a stutter, Please save me, they have mom and dad in the bedroom. At this point, give the PCs another opportunity to act or ask questions.
SET UP
The player characters are returning to Winterhaven from either the A3 Kobold Lair or the A4 Burial Site, or they have gone to investigate the disappearing people in the remote farmsteads, maybe failing in the skill challenge around the The Mystery of Old Sara. When they are passing by some of the farmsteads allow the party a DC 12 Perception check to notice that something is wrong. If they succeed they hear a muffled scream from inside the house and that the front door seems to be broken in. The intruders inside have had scouts that noticed the party and now try to prevent the farmers from attracting help. When the party approaches they try to bar the doors from entry, and do not answer any questions, hoping the party will tire and move on. A DC 15 Strength check is needed to break open any of the doors. This encounter includes the following creatures: 4 human thugs (T) 2 human ruffians (R) 1 human mercenary (H) Once the players break into the house, read: A low fire still burns in the hearth of the small farmstead. A group of tough-looking humans is barricaded inside the house holding a young beautiful farm girl hostage. Four men are in the main room and two are visible in the back room. At this point, everyone rolls initiative and gets the opportunity to act. Place miniatures of the human gang according to the positions on the tactical map. If the PCs
PERCEPTION CHECK
DC 19 The leader of the group has a small necklace with a small silver symbol of a skull with rams horns. When the PCs rise to the defense of the farm girl (D) either physically or verballythe human mercenary keeps his sword to the girls throat and threatens to kill her (with a coup the grace), while, urging his allies, Take care of them. The father (F) and mother (M) are locked in a bedroom. The key to the door is in the mercenarys pocket or it can be opened with a DC 10 Thievery check or DC 14 Strength check to break open. If the PCs do not come to the farm girls aid and instead leaves, then the human mercenary makes sure he sees them leaving before they take the family on a wagon towards the Keep on the Shadowfell. Two days later they try to return in disguises to Winterhaven with the girl tied and gagged in a merchant wagon, delivering her for sacrifice at the altar of Orcus in the cellar of Bairwins shop.
TACTICS
The human thugs stand guard at the door. However, at the signal from their leader, they attack the characters. The human mercenary focuses on the farm girl and trys to use her life for negotiations, but he turns his attention on the PCs if he is attacked. Although the mercenaries are working in the service of Bairwin and the cult of Orcus, they are practical opponents and flee if a fight appears lost.
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H1: ORCUS CONVERSION FEATURES OF THE AREA

Illumination: Dim light. Beds: These are fastened to the ground and flush with the wall. They are difficult terrain. Chairs: Chairs do not limit or restrict movement through a square. Tables: A table is tall enough that a Small creature can move under it and gain cover from doing so. It costs 2 squares of movement to hop up on a table. A character can use a standard action to tip over a table, which can then grant cover for a standing creature or superior cover for a prone creature. Hearth: A low-burning fire provides warmth to the room. The fireplace is built into the wall and does not affect movement. Wardrobes: These provide cover for someone adjacent to it. These also count as difficult terrain. Wolverine Rug: A character adjacent to the carpet can use a standard action to make a DC 12 Strength check to pull the carpet up. Any creatures in squares occupied by the carpet must succeed at a DC 19 Acrobatics check or be knocked prone. Treasure: The human gang has 5 gp and 83 sp among them regardless of how many the PCs defeat. 4 Human Thugs (T) Level 1 Minion Skirmisher
XP 25 Skills Streetwise +7 Str 16 (+4) Dex 14 (+3) Con 15 (+3) Int 10 (+1)
Medium natural humanoid (human)
HP 1; a missed attack never damages a minion Initiative +0 AC 14; Fortitude 13; Reflex 11; Will 11 Perception +0 Speed 6 TRAITS Mob Rule A human thug gains a +2 power bonus to all defenses while at least two other human thugs are within 5 squares of it. STANDARD ACTIONS m Club (weapon) * At-Will Attack: Melee 1 (one creature); +6 vs. AC Hit: 4 damage. Str 14 (+2) Con 12 (+1) Alignment evil Equipment club Dex 10 (+0) Int 9 (-1) Wis 10 (+0) Cha 11 (+0)
Wis 11 (+1) Cha 12 (+2)
Alignment evil Languages Common Equipment chainmail, longsword, crossbow with 20 bolts
2 Human Ruffians (R)

Medium natural humanoid (human) HP 37; Bloodied 18 AC 16; Fortitude 12; Reflex 14; Will 12 Speed 6 TRAITS Combat Advantage
Level 2 Skirmisher
XP 125 Initiative +6 Perception +1
Languages Common
The human ruffian deals an extra 1d6 damage on melee and ranged attacks against any target it has combat advantage against. STANDARD ACTIONS m Mace (weapon) * At-Will Attack: Melee 1 (one creature); +7 vs. AC Hit: 1d8 + 5 damage, and the ruffian can shift 1 square. R Dagger (weapon) * At-Will Attack: Ranged 10 (one creature); +7 vs. AC Hit: 1d4 + 5 damage, and the ruffian can shift 1 square. M Dazing Strike (weapon) * Recharge when the attack misses Attack: Melee 1 (one creature); +7 vs. AC Hit: 1d8 + 5 damage, and the target is dazed until the end of the ruffians next turn (save ends). Effect: The ruffian can shift 1 square. Skills Stealth +9, Streetwise +7, Thievery +9 Str 12 (+2) Dex 17 (+4) Wis 11 (+1) Con 13 (+2) Int 10 (+1) Cha 12 (+2) Alignment evil Languages Common Equipment leather armor, mace, 4 daggers
Human Mercenary (M)

Medium natural humanoid (human) HP 47; Bloodied 23 AC 18; Fortitude 16; Reflex 15; Will 14 Speed 5 STANDARD ACTIONS m Longsword (weapon) * At-Will
Level 3 Soldier
WHATS NEXT?
When the fight concludes, the player characters have the opportunity to talk to the terrorized farm girl, Ilina, and let her parents out of the locked bedroom. Ilina tells the characters what the ruffian told her before they came and rescued her and her family. They said my parents were going to be sold as slaves, but for me they had other plans. I was going to be sacrificed they said,
Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d8 + 6 damage, the target is marked until the end of the human mercenarys next turn. M Press the Advantage (weapon) * Recharge 5 6 Requirement: Longsword Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d8 + 9 damage, and the target is pushed 1 square and dazed (save ends). R Longbow (weapon) * At-Will Attack: Ranged 15/30 (one creature); +7 vs. AC Hit: 1d8 + 4 damage.
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but first they wanted to have some fun. I am lucky to be alive. If you hadnt passed by and heard my screams, we would have been lost. The family thanks them for what they have done, but they are poor and can not give them any money in return. If the players take some of the thugs alive for questioning and succeed on an opposed Intimidate versus Will check they surrender and offer the characters information in exchange for their life. If the PCs accept, they say: Kalarel is the mastermind! We supply him with goods and food up in the old keep in the mountains. My contact in the town is Bairwin the shopkeeper; he is secretly running a cult of Orcus in the basement of his shop. He sent us out to gather virgin girls or boys for his ritual to the Blood Lord. Once the thugs have offered their information, they try to cajole the PCs into letting them go, and the PCs would be cruel to kill them. If the PCs insist on bringing them back to town as evidence of the cult activity, they look for every opportunity to escape.
Bairwin Leader of Orcus cult in Winterhaven
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CULT OF ORCUS
tide of undeath, and even the gods will perish at your feet O Lord of Blood. We will show no mercy; as suffering and torment are the fuel that will empower your ascent, O Great Master
The orcus cultists move through the pews when necessary, striking at the PCs flanks and then using shadow shift and a move action to retreat out of reach. Bairwin remains in the back, blinding the PCs with nights veil so the skeleton warriors can gain combat advantage and attempt to keep them in place with their long swords. Bairwin and his followers are utterly devoted to Orcus and to Kalarels plan, and they gladly fight to the death.
SET UP
Whether the characters confront Bairwin directly or attempt to apprehend him on behalf of Lord Padraig, the shopkeeper flees into the backroom at the first sign of danger. Characters following him find a secret door ajar in the shops backroom. The door opens into a narrow stairway that spirals downward into darkness. Bairwin purposefully leaves the door ajar, hoping to lure the characters after him so he can confront them with his allies. Two skeleton warriors stand vigilantly near the entrance to the underground shrine. Two cultists stand near the altar with Bairwin behind them, ready for the attack. This encounter includes the following creatures: 2 orcus cultists (C) 2 skeleton warriors (W) Bairwin, cult leader (B) When the characters enter the area, read: Shadows dance in the room, the only light comes from a few candles lining the walls, burning with flickering, orange flames. The smell of death and decay meets you. Three rows of pews lead up to an altar. A long, black carpet with silver embroideries of skulls, bones and vile pictures of the demon prince of undeath, leads up to the front. Several dark-clad figures stand around the room, poised for action. You see Bairwin in front of the altar calling out to his Master, We promise our souls to you Lord Orcus, we eat of your flesh and drink of your blood, and through You we will gain life everlasting. We will overwhelm the world in a
TACTICS
The creatures occupying this room attempt to engage the PCs near the entrance where the carpet begins. The skeleton warriors, clad in dark robes, attempt to block the main corridor, forcing any PCs to move through the pews if they want to reach Bairwin. Bairwin, Cult Leader (B)
Medium natural humanoid HP 47; Bloodied 24 AC 16; Fortitude 14; Reflex 14; Will 17 Speed 6 STANDARD ACTIONS m Quarterstaff (weapon) * At-Will Attack: Melee 1(one creature); +8 vs. AC Hit: 1d6 + 7 damage. R Nights Veil (necrotic) * At-Will Attack: Ranged 10/20 (one creature); +6 vs. Fortitude Hit: 2d8 + 5 necrotic damage, and the target is blinded (save ends). C Darkness Unleashed (necrotic) * Encounter Attack: Close burst 2 (creatures in burst); +6 vs. Fortitude Hit: 1d4 + 5 necrotic damage, and the target is pushed 2 square and blinded until the end of Bairwins next turn. Skills Nature +8, Religion +7 Str 13 (+2) Dex 12 (+2) Con 15 (+3) Int 12 (+2) Wis 14 (+3) Cha 18 (+5)
Level 3 Controller
2 Skeleton Warriors (W)

Medium natural animate (undead) HP 45; Bloodied 23 AC 18; Fortitude 15; Reflex 16; Will 15 Speed 5 Immune disease, poison; Resist 10 necrotic; Vulnerable 5 radiant TRAITS Speed of the Dead
Level 3 Soldier
When making an opportunity attack, the skeleton warrior gains a +2 bonus to the attack roll and deals an extra 1d6 damage. STANDARD ACTIONS m Longsword (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d8 + 6 damage, and the target is marked until the end of the skeletons next turn. Skills Nature +8, Religion +7 Str 15 (+3) Dex 17 (+4) Con 13 (+2) Int 3 (-3) Wis 14 (+3) Cha 3 (-3)
Alignment evil Languages Common Equipment leather armor, quarterstaff
Alignment unaligned Languages Equipment chainmail, longsword, light shield
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2 Orcus Cultists (C)
Medium natural humanoid, human HP 38; Bloodied 19 AC 16; Fortitude 14; Reflex 15; Will 12 Speed 6 TRAITS Combat Advantage The orcus cultist deals an extra 1d6 damage on melee and ranged attacks against any target it has combat advantage against. STANDARD ACTIONS m Short Sword (weapon) * At-Will Attack: Melee 1(one creature); +7 vs. AC Hit: 1d6 + 6 damage. M Shadows Wrath (necrotic, weapon) * Recharge 5 6 Attack: Melee 1 (one creature); +5 vs. Fortitude Hit: 1d6 + 4 necrotic damage and ongoing 5 necrotic damage (save ends). MINOR ACTIONS Shadow Shift * At-Will Effect: The orcus cultist shifts 1 square as a minor action. Skills Stealth +9 Str 12 (+2) Con 14 (+3) Dex 16 (+4) Int 12 (+2) Wis 10 (+1) Cha 9 (+0)
Level 2 Skirmisher
However, a PC making a DC 13 Perception check might notice a seam along the wall. Secret Room: This room contains a set of shelves along the west wall and a small chest that sits along the south side of the room (see Treasure below). The shelves contain a dozen identical volumes of devotions to Orcus. Many of the books are more mundane, including treatises on history that detail the Blood Lords exploits. Several of the tomes, although not actual ritual books, describe rituals of unbinding. A few books describe the history of the Thunder Peaks, and PCs who take the time to peruse the books might (with a DC 13 Perception check) notice a book that speaks about the Keep on the Shadowfell and the ancient rift it was created to guard (See The Rise and Fall of the Nareth Empire in the Player Handouts section). carpet grants followers of Orcus (Bairwin and his cohorts) a +1 bonus to all defenses. A character can make a DC 21 Arcana check to notice that enemies on the carpet are benefiting from this object. If the object is removed from the shrine, it loses its magical properties. Pews: These pews are constructed of a dark wood. They are difficult terrain. Also, a character might note with a DC 13 Intelligence check that the pews occupying the room appear capable of accommodating a much larger group than the creatures currently occupying the room. A PC who notes this might realize that the cult has other followers within the towns environs. Although this adventure does not call out any other cult members, you should feel free to include moreperhaps members of the cult seek revenge on the PCs for their actions by attacking them while they sleep in Wraftons. Secret Door: The southeastern corner of the room consists of brick and mortar, like the rest of the shrine. These books are part of Kalarels library, which he has already studied thoroughly. He has left them in Bairwins keeping now that his ritual is on the verge of completion. The shelf does contain one ritual book, which a character making the Perception check noted above can identify. The ritual book contains comprehend languages. Also, on the top of the shelves is a correspondence between Kalarel and Bairwin. See the Players Handouts for a player copy. It reads as follows: Your latest shipment of supplies should meet the keeps needs until the ritual is finished, which should be any day now. I will send word if we require anything else. Rest assured that you will be rewarded for your actions on behalf of Orcus once the rift to Shadowfell and his dark kingdom is opened. Kalarel Treasure: The chest contains 200 sp and 100 gp.
Alignment evil Languages Common Equipment black robe, short sword

Illumination: Dim light; candles burn with orange flames throughout the room. Although Bairwin and the servants are human, the blessing of Orcus has granted them low-light vision. Unless the PCs provide light, the enemies in this room have concealment against characters without low-light vision. Carpet: This carpet is patterned with the grotesque display of Orcus, and it is a sacred object of the shrine. The
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SLAVER ENCOUNTER
PERCEPTION CHECK
DC 13: You hear what sounds like soft weeping through the forest on your right and notice bent branches indicating someone has recently passed that way from here. DC 21: At the same time, you think youre being watched. If the PCs do not succeed on the DC 13 Perception check, the hobgoblins attack with surprise when the softest target (generally a wizard or warlock) looks most vulnerable. With success on the DC 13 check but not the 21 check, the slavers attack with surprise only after the PCs get a chance to arrange their formation or when one character steps into the woods. With a Perception check of 21 or greater, the PCs detect the hobgoblin soldiers (S) and
SETUP
A group of hobgoblins belonging to the Bloodreavers in Thunderspire Mountains are camped a short distance from Shadowfell Keep. They use this outcropping as a place to stay and keep slaves they buy until they are ready to return to the Bloodreavers. This trip, the pickings have been slim, and the slavers have stayed longer than they prefer. They were pleased to buy some captives from kobolds near Winterhaven (which explains the kobolds riches) but are still not satisfied with their take. They are about to break camp to take the few remaining slaves back to the Thunderspire Labyrinth. Allow the players to place their miniatures on the southeast end of the road on the tactical map. Run this encounter after the PCs have picked up clues in the Keep that the captured farmers from Winterhaven are not kept at the Keep, but are to be shipped to the Tunderspire Mountains. This encounter includes the following creatures. 1 hobgoblin subcommander (C) 4 hobgoblin grunts (M) 2 hobgoblin soldiers (S) 1 hobgoblin archer (A) As the PCs enter the area, read: The overgrown path meanders through the forest, revealing a stone promontory abutting the road.
The archer appears atop the great rock, firing down into the fracas. When the subcommander hits a PC, all the other hobgoblins attack that target. Once two or fewer hobgoblins remain standing, they retreat, calling out insults and swearing revenge from the Bloodreavers. If the PCs are defeated, they awake in chains. 2 Hobgoblin Soldiers (S)
Medium natural humanoid (goblin) HP 47; Bloodied 24 AC 20; Fortitude 18; Reflex 16; Will 16 Speed 5 TRAITS Phalanx Soldier
Level 3 Soldier
The hobgoblin soldier gains a +2 bonus to AC while at least one hobgoblin ally is adjacent to it. STANDARD ACTIONS m Flail (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d10 + 5 damage, the target is marked and slowed until the end of the hobgoblin soldiers next turn. M Formation Strike (weapon) * At-Will Requirement: Flail Attack: Melee 1 (one creature); +5 vs. AC Hit: 1d10 + 5 damage, and the hobgoblin soldier shifts 1 square provided it ends in a space adjacent to another hobgoblin. TRIGGERED ACTIONS Hobgoblin Resilience * Encounter Trigger: When the hobgoblin warcaster suffers an effect that a save can end. Effect (Immediate Reaction): The hobgoblin warcaster makes a saving throw against the triggering effect. Skills Athletics +10, History +8 Str 19 (+5) Dex 14 (+3) Con 15 (+3) Int 11 (+1) Wis 14 (+3) Cha 10 (+1)
there is no surprise round. Roll initiative when the hobgoblins attack or when the PCs detect the slavers. The woods provide cover but do not hinder movement. When combat begins, read: Low grunts in a growling tongue escalate to shouts when your attackers big, brutish goblins are sure theyve been seen.
TACTICS
Each hobgoblin stays beside at least one other during this fight, especially the two soldiers. The soldiers and the subcommander trigger opportunity attacks if able to benefit from phalanx soldier against the attack. Once combat begins, the soldiers move into battle with the subcommander while the grunts move to provide flanks.
Alignment evil Languages Common, Goblin Equipment scale armor, heavy shield, flail
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4 Hobgoblin Grunts (M)
Medium natural humanoid (goblin)
Level 3 Minion Soldier

XP 38
Hobgoblin Archer (A)

Medium natural humanoid (goblin) HP 39; Bloodied 20 AC 17; Fortitude 13; Reflex 15; Will 13 Speed 6 STANDARD ACTIONS m Longsword (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d8 + 4 damage. r Longbow (weapon) * At-Will
Level 3 Artillery
HP 1; a missed attack never damages a minion Initiative +4 AC 17; Fortitude 15; Reflex 13; Will 12 Perception +1 Speed 6 Low-Light Vision TRAITS Phalanx Soldier The hobgoblin grunt gains a +2 bonus to AC while at least one hobgoblin ally is adjacent to it. STANDARD ACTIONS m Longsword (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 6 damage. TRIGGERED ACTIONS Hobgoblin Resilience * Encounter Trigger: When the hobgoblin grunt suffers an effect that a save can end. Effect (Immediate Reaction): The hobgoblin grunt makes a saving throw against the triggering effect. Skills Athletics +6, History +2 Str 18 (+5) Dex 14 (+3) Con 15 (+3) Int 10 (+1) Wis 13 (+2) Cha 9 (+0)
Attack: Ranged 20/40 (one creature); +10 vs. AC Hit: 1d10 + 5 damage, and the hobgoblin archer grants an ally within 5 squares of it a +2 bonus to its next ranged attack roll against the same target. TRIGGERED ACTIONS Hobgoblin Resilience * Encounter Trigger: When the hobgoblin archer suffers an effect that a save can end. Effect (Immediate Reaction): The hobgoblin archer makes a saving throw against the triggering effect. Skills Athletics +5, History +6 Str 14 (+3) Dex 19 (+5) Con 15 (+3) Int 11 (+1) Wis 14 (+3) Cha 10 (+1)
Alignment evil Languages Common, Goblin Equipment leather armor, light shield, longsword
Alignment evil Languages Common, Goblin Equipment leather armor, longsword, longbow, arrows (30)

Illumination: Bright light, or if the PCs are traveling by night, dim light. PCs approaching the area with light sources cannot use Stealth. Trees: The trees in this area are difficult terrain and provide normal cover. Cliffs: The cliffs in this area are difficult terrain and can provide cover when target is behind the cliffs.
Hobgoblin Subcommander (C) Treasure: If the PCs defeat the hobgoblin slavers, they find the weapons noted in each hobgoblin stat block, as well as a potion of healing, 33 gp, and 20 sp. Clues: Examination of the hideout reveals two merchants and their two surviving guards and a family of four, chained. There is no indication that any other slavers were stationed here. They are relieved to have an escort back to Winterhaven; otherwise, they are able to return to the town on their own.
Medium natural humanoid
Level 3 Soldier (Leader)

XP 150 Initiative +6 Perception +5 Low-light vision
HP 47; Bloodied 23 AC 19; Fortitude 19, Reflex 16, Will 17 Speed 5 TRAITS Lead from the Front
When the hobgoblin hits an enemy with a melee attack, the hobgoblins allies gain a +2 bonus to attack rolls and damage rolls against that enemy until the end of the hobgoblins next turn.
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STANDARD ACTIONS m Spear (weapon) * At-Will Attack: Melee 1 (one creature); +10 vs. AC Hit: 1d8 + 6 damage. Effect: The hobgoblin marks the target until the end of the hobgoblins next turn. MINOR ACTIONS C Tactical Deployment * Recharge 5 6 Effect: Close burst 5 (allies in the burst). Each target can shift up to 3 suares. TRIGGERED ACTIONS Hobgoblin Resilience * Encounter Trigger: The hobgoblin is subject to an effect that a save can end. Effect (Immediate Reaction): The hobgoblin can make a saving throw against the triggering effect. Skills Athletics +10, Intimidate +6, Stealth +8 Str 19 (+5) Dex 14 (+3) Wis 15 (+3) Con 15 (+3) Int 12 (+2) Cha 10 (+1) Alignment evil Languages Common, Goblin Equipment scale armor, heavy shield, spear
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SHADOWFELL KEEP
THE TOMBS
The PCs will find old writings in blood on the walls when they enter Area 1. The writings then continue into the Tomb areas (5 and 7). These are the remains of Sir Keegans rampage through the Keep. Sir Keegan wrote on the walls with his fingers and hands, drenched in blood from the soldiers he had killed. The PCs can find the following dark red scripts on the walls of the different areas: Area 1: The Whispering in my head will it ever end? Traitors! They are all traitors to the Blood Lord!! Blood. All the Blood. It is all for thee my Lord! The little girl, who was she? Her blood tasted like copper, but O so sweet. Master, who was she? The Shadows are whispering to me. They tell me secrets. They tell me to do things horrible things. There are shadows in my head and blood on my hands. Who am I? When will it end? Get away from me. I do not want to see! NOO! Sweet blood thou are my river and master The horned one is calling in my dreams, showing me things. Things that I have to do. He is my Master, he is my Lord. The door. I must open the door. He will be waiting for me on the other side
O Master, I hear the steps of your cloven hooves echoing through the shadows. I will do as you have told me. Who are all these faces that try to stop me. Are they shadowy memories from another life? Master, enlighten me. Blood and shadows. Blood for shadows. The door. I must find the door. So much blood. Cant see. Shadows everywhere No they have tricked me Master. They have locked me in. Release thy servant No master. Please no. I do not want to see. Do not show me. Dont abandon me Master. I want to be in your shadow What have I done? NO Bahamut forgive me. This is the end.
Read the following text when the PCs wake up. Start with one paragraph and then add a new paragraph every time they take an extended rest at the keep (even if they go back to Winterhaven in between, as this adds a sense of urgency to the players): (1) You wake up with a scream of terror, drenched in sweat. You have had dreams, bad dreams, nightmares of shadows and blood. You were walking in endless dark corridors, surrounded by whispering voices from the shadows, beckoning you onwards. (2) Lost in the darkness you finally came to an end of the labyrinth, a large empty room with a huge door at the other end. You could hear voices from the other side of the door. Some sounded familiar, beckoning you to open the door. (3) You walked into the room. It was raining, droplets falling from the shadows above, tears gathering on the dusty floor, forming pools of water pouring towards the door, feeding it. (4) You looked at your hands and saw that they were covered in blood. It was dripping blood from the shadows. Blood soaking the slippery floor beneath your shoes, trailing towards the door and the door answered. (5) The door opened in silence. It opened into shadows, like a pool of darkness staring at you. The voices grew louder in your head. Feed us, feed us. Only your blood will quench our thirst, they said, and you screamed in terror. (6) Shadowy arms were reaching out for you from the portal. You saw faces in the rift, faces of dead friends begging you to release them. Begging you to make the final sacrifice. (7) You took your knife and exposed your wrists to the door of shadows. I do this for you, you cried, but no tears
Area 8:
Area 5:
THE SHADOW DREAMS

The weakening of the Seal binding the rift to the Shadowfell has started to affect the villagers in Winterhaven. The PCs will experience its effect first hand when they approach the keep. When the PCs take an extended rest close to the keep or inside the keep, they will have very bad dreams. This results in them reducing their daily amount of healing surges by one (to a minimum of 2 healing surges), for every extended rest they take, as a result of them being exhausted when they wake up. If the PCs leave the keep and return to Winterhaven and take an extended rest there, their maximum daily amount of healing surges are restored to normal. Returning to the keep starts the process again, counting down from the maximum again.
Area 7:
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came. The knife opened your wrist, blood trailing a river over the floor and into the shadows. (8) Thank you. Come be with us. Join with us and the Blood Lord, they whispered and you followed them into the Shadows. (9) The horned one welcomed you as you screamed in terror
AREA 11: WATER CAVE

Some changes are needed for this encounter to fit into the overall story. The background story as well as the treasures in the cave need slight modification. There is a twist to the story that may be used to the PCs advantage when facing the hobgoblins on the second level of the keep. I have also placed the treasures at the bottom of the pool.
Kalarel was trying to open a rift to the Shadowfell to unleash undeath and darkness over the living world, they realized the full magnitude of what the dark priest was undertaking. There would be no place for the living in the land of Orcus, human or hobgoblin alike. But before the two hobgoblins could bring back the truth to Taak and the Bloodreavers, they were caught by Kalarels dark servants. Kalarel ordered his undead servants to drown them in the cistern, fill their pockets with stone and let them sink to the bottom. The dead bodies in the water beckoned to something in the Underdark something vile crawled forth from the depths. A morass of hunger without shape or mind, the form had only an insatiable appetite and quietly waited for more creatures to feed upon. When other goblins and hobgoblins came to fetch water they were quickly overcome by the amorphous creature. After several more goblins and hobgoblins died trying to remove this pestilence from the water, Kalarel prohibited any of his followers from entering the area. Not because he cared about their lives, but what he feared they might discover. Kalarel now made it clear that any one entering the Cathedral of Shadows would face death, as any intrusion would risk his delicate work. What that delicate work was, no one dared to ask
AREA 8: SIR KEEGANS TOMB

Once my players found the Shadowfell Keep I realized it was going to be hard to get them to go back to Winterhaven for Interlude Three: The Dead Walk. Therefore I used Sir Keegan to warn them about the undead attack
WATER CAVE HISTORY

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

I am past redemption. But perhaps I can grant you aid. I cannot leave this crypt, but Aecris can. Perhaps this elegant weapon, unlike me, can be redeemed. I give it to you that you might purge Shadowfell Keep of those who work to open the rift. Seek Bahamuts boon at the altars outside and perhaps he too will grant you aid. But I will also have to warn you. You are facing a terrible foe that is turning the dead against the living. As we speak actions have been taken that will plague the streets of Winterhaven with undead. Children will have to face their dead loved ones in battle unless you rush to their aid. You will find no love or mercy from the Prince of Undeath.
TACTICS
As in the Keep on the Shadowfell, except there is no island. Most of the pool is only knee deep water, but in the center is an underwater chute, roughly 15 ft. wide and going down 50 ft. to the bottom of the well. The Blue Slime lays hidden in the chute completely submerged. The treasures are all residing on the bottom of the well.
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If an opponent is dazed and weakened by the stench pulse the Blue Slime tries to grab it and pull it underwater, down the chute. Potion of Healing: As a standard action, drink this potion and spend a healing surge. Instead of the hit points you would normally regain, you regain 10 hit points. Shield of Protection: As a standard action, once per encounter, this large shield (value 680 gp) provides you and an adjacent ally with resist 5 to all damage until the end of your next turn. Message Cylinder: Within this wooden tube are two sheets of vellum. One sheet contains a map (see Players Handouts) that shows the map from the entrance of Thunderspire Mountains and the Labyrinth inside, in relation to the location of Shadowfell Keep. The second vellum sheet holds a letter written in goblinoid, which reads as follows if translated (see Players Handouts): Saa (Greetings), Shava (Sword Brother) Traak. Strange things are happening in the Labyrinth and the Seven-Pillared Hall. I am starting to question what our oath-brothers are doing. Find out the real purpose of what this high priest Kalarel is doing in the Keep. Lhevk-ruh (Skilled Warlord) Krand of the Bloodreavers If this letter, along with bodyguard Gareks shield is brought to Warchief Taak (which is the only hobgoblin who can read) the PCs have a chance to negotiate peace with the hobgoblins and learn more secrets about the keep and Kalarel (see Area 14).
THE TREASURE
Treasure: A pile of leavings from the slimes past victims, plus the skeleton and remnant of the possessions of Warchief Taaks bodyguard, is gathered on the bottom of the pool. The pool is 50 ft deep. See the House Rules for underwater swimming in the Appendix. This loot includes 157 sp, 33 gp, a potion of healing, a shield of protection, and a waterproof wooden message cylinder.
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AREA 14: WARCHIEFS ROOM

Encounter Level 5 (1,002 XP) As I have changed Irontooths background into belonging to the hobgoblin Bloodreavers Tribe, the hobgoblin Warchief, which I named Taak, is an easier challenge than Irontooth, 200 XP versus 300 XP. I decided to increase the challenge of the Warchiefs Council Room to encounter level 5. I changed Taak the Warchief to an elite opponent worth 400 XP.
Intimidate (DC 22): Taak does not listen to weaklings, so the PCs have to show him that they are fierce enough to be worthy of his time. Religion (DC 15): Convince Taak that the evil plans of Kalarel, a high priest of Orcus will harm the hobgoblins as well as anything not undead. Showing Taak evidence of Kalarels intentions by showing him the book about The Rise and Fall of the Nareth Empire gives the PCs a +2 bonus on the check. Arcana (DC 15): Convince Taak that there is a real threat of a rift forming into the Shadowfell, pouring darkness and undeath over into the world. Players showing the Mirror of Shadow can use it to give proof that Kalarel is initiating a ritual to open a rift to the Shadowfell, gaining a +2 bonus on the check. Insight (DC 15): Grant insights to Taak showing him how Kalarel has been using the hobgoblins for his own means, while the planning for their deaths in the end. Success: If the adventurers gain 8 successes before attaining 3 failures, they convince Taak about Kalarels betrayal. Taak takes his Bloodreavers and leaves the keep, heading back to Tunderspire Mountains. Successfully completing this skill challenge earns the adventurers the full encounter reward (1002 XP). Failure: If the adventurers attain 3 failures before gaining 4 successes, Taak is not convinced and remains faithful to Kalarel. He attacks the party and tries to kill them. Level 5 Elite Soldier (Leader)
TRAITS Lead from the Front When Ta'ak hits an enemy with a melee attack, the hobgoblins allies gain a +2 bonus to attack rolls and damage rolls against that enemy until the end of the hobgoblin warchief's next turn. Warlord Tactics Tra'ak and his allies deal an extra 1d6 damage against enemies that Tra'ak flanks. STANDARD ACTIONS m Spear (weapon) * At-Will Attack: Melee 1 (one creature); +10 vs. AC Hit: 2d8 + 4 damage. Effect: Ta'ak marks the target until the end of the hobgoblin warchiefs next turn. MINOR ACTIONS C Commander's Strike * At-Will 1/round Effect: Close burst 5 (one ally in the burst). The ally makes a melee basic attack as a free action. C Tactical Deployment * Recharge 5 6 Effect: Close burst 5 (allies in the burst). Each target can shift up to 3 squares. TRIGGERED ACTIONS Hobgoblin Resilience * Encounter Trigger: The hobgoblin is subject to an effect that a save can end. Effect (Immediate Reaction): The hobgoblin can make a saving throw against the triggering effect. Skills Athletics +12, Intimidate +7, Stealth +9 Str 20 (+7) Dex 14 (+4) Wis 16 (+5) Con 16 (+5) Int 12 (+4) Cha 10 (+2) Alignment evil Languages Common, Goblin Equipment scale armor, heavy shield, spear
NEGOTIATIONS
If the players found the remains of Taaks bodyguard Garek at the bottom of the water cave (Area 11) they have proof that Kalarel had the guards killed. In this skill challenge, one or more adventurers attempt to convince Taak that Kalarel has betrayed them and that they should let them through or even help them against the priest. Setup: The lead negotiator (the PC with the highest Diplomacy) initiates the negotiations with Taak, but other players may be needed to convince him that there is a real threat from Kalarel and his machinations. Level: This is a 5th-level challenge. Complexity: 3 (requires 8 successes before 3 failures). Primary Skills: Diplomacy, Arcana, Religion. 1 Diplomacy (DC 22): Convince Taak that he should be listening to what they are saying.
st
2nd Diplomacy (DC 15): Convince Taak that Kalarel was behind the death of his bodyguard Garek. If they show the letter from the Water Cave, they get a +2 bonus on the check. If they also show Gareks shield they get another +2 bonus on the check.
Taak Hobgoblin Warchief (G)

Medium natural humanoid HP 128; Bloodied 64 AC 21; Fortitude 21, Reflex 18, Will 19 Speed 5 Saving Throws +2; Action Points 1
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H1: ORCUS CONVERSION AREA 16: CHAMBER OF STATUES

This room presented no challenge to my players when I played it, as they easily got past the warrior statue and avoided the dragon statues. In order for this room to be a challenge, the reach of the warrior statue need to be extended so that there is no easy way to get past it (see map below). Look at the Monster Update Guide for the new damage statistics for the traps as well, which will make the room more dangerous as well.
AREA 18: CATHEDRAL

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

SETUP
I have made some small changes to the description in this room as well. As the adventurers arrive in this chamber, read: Darkness and dripping blood surround you as you climb down the slippery chains of the demon pit. You descend into a twisted nightmare. Crimson streams of blood spill from above and form a pool in the center of the chamber. You land in its middle, ankle deep in coagulated blood, with the smell of copper and decay in your nostrils. A yawning, black portal of shadows dominates the northern wall of the chamber. Something strains against the darkness within, wisps of shadow forming hands and faces, reaching out, straining against it as if it were a thin film keeping back vicious clawed beasts within. A set of blazing runes has been inscribed on the floor before the portal. Echoing whispers from a hundred dim voices can be heard from the portal, chanting for you, beckoning you to open the rift. Opposite the portal, a massive statue of Orcus stands. It points toward the shadow portal with a skull-capped wand, as if ordering it to rupture. To the east, a series of steps lead to a platform where a small pit is flanked by two smaller statues of Orcus. A shadowy form with two piercing eyes of fire and undeath stares at you and fills your hearts with fear. To the west another set of steps ascends to an altar of bone flanked by wide pillars. A human clad in heavy armor and carrying a skull-capped rod stands behind an altar filled with books and scrolls, two skeletons guarding him. His eyes are closed, and a book rests open before him. He chants a low, droning prayer. O Prince of the Undead,
Master of Decay, Bane of Life, we thrive in your shadow. Deliver unto us eternal unlife and fill the world with blood and shadows, O thou Lord of Misery!
The PCs must unravel the ceremony and perform specific procedures to reverse the effects of the uncompleted ritual. Complexity 3 (8 successes before 3 failures) Primary Skills Arcana, Heal, Religion Secondary Skills Endurance Success If the adventurers gain 8 successes before attaining 3 failures, they reverse the progress of the ritual and close the Shadow Rift. Kalarels ritual book is consumed in a burst of black fire. Failure If the adventurers attain 3 failures before gaining 8 successes, the magical energy of the Shadow Rift stabilizes. Necrotic energy surges through Kalarels ritual book and the altar to strike all of the characters attempting this skill challenge. Each of these characters loses one healing surge. A character with no healing surges remaining takes damage equal to his or her level. The ritual isnt complete, but the partially opened rift remains as such until either the adventurers defeat Kalarel, or Kalarel defeats the adventurers and completes the ritual as he originally planned. Retrying Yes, and with a cumulative +2 bonus on all checks as the PCs gets more familiar with the region. Arcana DC 15 (free action, 1/round, 1 success, 4 maximum successes) A failed check also causes the energy of the ritual to attack the character who attempted the check: +9 vs. Will; 1d8 + 6 necrotic
REVERSING THE RITUAL

The final encounter in H1 Keep on the Shadowfell provides a straight-up battle to defeat the villainous Kalarel and close the rift to the Shadowfell. That approach works fine, but we know that some characters might want to use other methods for saving the world. The following skill challenge is designed for just such characters. I have updated it to reflect the Errata in DMG for skill challenges. The adventurers burst into the chamber where Kalarel works to complete the ritual that will open the rift to Orcuss temple within the Shadowfell. As the battle plays out, Kalarel abandons his ritual book on the altar and teleports into the evil magic circle that stands before the partially opened Shadow Rift. While defeating Kalarel will disrupt the ritual and allow the rift to close, an enterprising adventurer or two with skill and daring might decide to reverse the process by using the ritual itself. If this happens, use the following skill challenge as part of the overall combat encounter taking place in Area 19. When the player tries to reverse the ritual, read: You study the rite for a few moments, and then you begin to unravel its magic. Closing the Portal
Skill Challenge
Level 6
XP 750
One or more adventurers attempt to reverse the partially completed ritual in order to close the Shadow Rift. This challenge takes place while the PCs battle Kalarel and his undead servants.
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damage. You can recall knowledge of magical effects and rituals and determine the next step in reversing the effects of Kalarels ritual. Heal DC 23 (minor action, 1/round, 1 success, 2 maximum successes) If the check succeeds, the character can spend 1 healing surge as a free action to gain one success You send positive life energy from your own body into the necrotic ritual in order to help disrupt it. Religion DC 15 (free action, 1/round, 1 success, 4 maximum successes) A failed check also causes the energy of the ritual to attack the character who attempted the check: +9 vs. Fortitude; 1d8 + 6 necrotic damage. You speak prayers and religious incantations to weaken the power of Orcus in place to hold open the Shadow Rift. Endurance DC 15 (immediate interrupt, when an adjacent ally takes damage from a failed Arcana or Religion check made as part of this skill challenge, no success) If the Endurance check succeeds, the character making the check takes the damage instead of the triggering ally. You step in front of the necrotic flow from the portal to allow the necrotic energies to flow through you, damaging you instead of your ally. be picked up by another unknowing host, which can be turned into a convenient tool to achieve the Rods goals.
TREASURE
In the original adventure, Kalarels rod of ruin is simply an object that channels his evil power, not an item of treasure. It functions as an ordinary staff in the hands of any other creature. I wanted to change this and make it into an evil artifact that the players might feel tempted to use, but at a price they might find too steep. At the same time I wanted it to be reflecting Orcus and maybe trick the PCs into keeping it instead of handing it over to the Church of Bahamut for safe keeping. You can find the details of the Rod of Ruin in the Magic Items Appendix. Among the notes and books Kalarel has gathered that details the rituals for unbinding the Nareth seal and opening the rift to the Shadowfell, the PCs can find a letter to Kalarel from Paldemar in the Thunderspire Labyrinth (see Players Handouts section). The letter reads as follows: Greetings Kalarel, I am happy to hear that our plan is progressing so well in Winterhaven. I approve of your suggested changes of the ritual of Unbinding I gave you. I think you are on the right track. The Nareth wizards seal will soon be broken and our Dark Lords hordes will yet again walk the lands of the living. Keep an eye on the Bloodreavers, they have started to ask questions. If you need anything further just ask. Your Master
THE ROD OF RUIN

As you reach out and grasp the Rod of Ruin a flash appears before your eyes and you feel as though you are pulled away through time and space to an age long forgotten. The brightness clears and you find yourself standing atop a precipice of a mountain, in full battle gear, the rod in your hand. You are commanding legions of demons and the undead as they march upon your enemies. Into the feywild they go, and you suddenly feel a slip of your power as one by one the army falls to the arrows of the fey. You feel each successful hit as suddenly you begin to bleed from the mouth, choking on your own fluids and finally fall, the rod slipping from your grasp and tumbling into the chasm. You awake lying in a pool of sweat back on the floor of shadowfell keep, the rod in your hand. You hear a whisper of a promise of power if only you will keep it safe. The final words you hear before being able to get up is seek Karavakos.
TACTICS
If and when the Thing in the Portal pulls Kalarel into the Shadowfell rift, the Rod of Ruin is dropped on the ground by Kalarels outstretched hand, as if he had been burnt by it. The evil artifact (see Treasure) has left its wielder and now rolls up in front of the nearest PC ready to
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MAGIC ITEMS APPENDIX

THE ROD OF RUIN
Nearly two hundred years ago, a mighty tiefling wizard named Karavakos made a fatal bargain. The twin threats of minotaurs of the wild and rebellion from within threatened his iron grip over the lands of his petty kingdom. In desperation, Karavakos summoned a demon, a servant of the mighty demon prince Orcus and asked for aid. The demon whispered dark secrets to Karavakos, guiding him into building an unholy cult of the demon prince Orcus in his kingdom. In return the demon showed him a ritual and an artifact that would create a gap between the worlds, connecting one of Orcuss unholy Shadowfell sites to the world. Karavakos, already a skilled magician, created the Rod of Ruin and the necessary ritual to bridge the gap to the Shadowfell. Skeletons, zombies, and demons flooded through the rift into the light of day. A legion of abyssal warriors came to march under his command, and he stepped up his efforts to restore his tyranny over his domain and subjects.
and moaning can be heard from the skull. Weapon: The Rod of Ruin is a +1 Morningstar with the following properties and powers Enhancement: Attack rolls and damage rolls Critical: +1d6 necrotic damage Property: Any power that uses necrotic energy does +2 on any damage rolls. Property: When using a healing surge on yourself, you gain -2 hit points on the healing surge. Property: You can speak and understand the Abyssal language and read the Barazhad script. Power (Encounter Necrotic): Standard Action. Make a ranged basic attack versus Fortitude with the weapon against a target within 5 squares of you. All damage dealt by this attack is necrotic damage and the target is weakened (save ends). Power (Daily Necrotic): Free Action. Use this power when you hit with the weapon. Deal ongoing 5 necrotic damage (save ends). The Rod of Ruin is appropriate for characters in the heroic tier and upward to the middle paragon tier.
ROLEPLAYING THE ROD OF RUIN

The Rod of Ruin serves as a channel for the imprisoned Karakvakos in the Pyramid of Shadow to reach out to the living world. He can communicate with its owner through telepathic whispers and suggestions that only the wielder can hear. It is accompanied by an uneasy feeling of ice pouring from the wielders hands and into the body and heart of the owner. Sometimes Karavakos can transfer visions of places in a dream-like state to the user, replaying events from the past. All are in an effort to guide the owner into achieving the goals of the Rod. Karavakos never reveals his true identity, instead pretending to be the Rod of Ruin speaking to the PCs.
CONCORDANCE
Starting Score
Owner gains a level Owner can cast at least one divine spell Owner creates undead creatures (per occasion) Owner receives a vision from the Rod of Ruin Owner visits the Shadowfell
5
+1d10 +2 +1 +1 +2
The Rod of Ruin
Heroic Level
This evil artifact was created by the wizard Karavakos under influence of the Demon Lord Orcus Prince of the Undead. The dark rod bears a resemblance to the much-feared Wand of Orcus. A black skull crowns the rod and black tendrils of necrotic energy and shadows play across the weapon like a dark promise of decay and death. Old sages whispers in fear that the purpose of the rod was not as a weapon, but as a tool to open a rift to the Shadowfell, to bring darkness and undeath to the world of the living. Omen: The skull on the Rod of Ruin leaks black tendrils of shadow and is icy cold to the touch. Faint whispers
GOALS OF THE ROD OF RUIN

Open a rift to the Shadowfell were Orcus undead hordes can enter the world of the living. Spread worship of Orcus across the world. Release Karavakos from the Pyramid of Shadow. Be wielded by a powerful living vessel, preferably a powerful wielder of arcane magic who can perform the ritual to open a rift to the Shadowfell.
Owner fights a battle without using the Rod of Ruin -2 Owner refuses to search for Karavakos or to enter the Pyramid of Shadows -2
Pleased (1620) In shadow and undeath we shall thrive. The Rod of Ruin (Karavakos) is pleased with its host for now. It concentrates on advancing Orcus designs on the world, confident that it has found an effective vehicle for its
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ultimate goal of being released from the Pyramid of Shadows. Property: The Rod of Ruin acts as a +2 Morningstar on attack and damage rolls. It provides +2d6 necrotic damage on critical hits. Property: The Rods item bonus to Arcana, Religion or History checks related to Orcus and the Shadowfell increases to +4. Property: You take a -4 penalty to Heal and Endurance checks. Power (Daily Divine, Fear, Implement): Standard Action. The rod of ruin causes uncontrollable terror to grip one enemy, causing him to instantly recoil. (Ranged 10). The attack is made with Wisdom vs. Will. A hit causes the target to move its speed + your Charisma modifier away from you. The fleeing target avoids unsafe squares and difficult terrain if it can. This movement provokes opportunity attacks. Ritual: The rod of ruin shares the knowledge of the break shadowfell seal ritual with the wielder. A modified version of the break portal seal ritual that only works on sealed portals to the Shadowfell. It has much longer casting time and component cost, but is not as complex as the level 8 ritual break portal seal. Satisfied (1215) The Blood Lord will reward the faithful with undeath. The Rod of Ruin (Karavakos) is satisfied enough with its wielder, but its still looking for a better one. Its content to serve its wielder, but it occasionally sends a vision to trick the possessor into a course of action that might release him from the Pyramid of Shadow. Property: The Rods item bonus to Arcana, Religion or History checks related to Orcus and the Shadowfell increases to +2. Property: You take a -2 penalty to Heal and Endurance checks. Power (Encounter Arcane, Implement, Necrotic): Standard Action. You can fire a beam of necrotic energy from the Rod. Make a ranged basic attack versus Fortitude with the weapon against a target within 5 squares of you. A hit deals 2d6 + 5 necrotic damage and ongoing 5 necrotic damage (save ends). Normal (511) I can feel the power of the Abyss. When the wielder first picks up the Rod of Ruin, the Rod (Karavakos) is communicative, trying to set the terms of the relationship and explain what activities the Rod favors or abhors. It also tries to trick the user into keeping the rod, in order to turn the wielder into a tool of Karavakos. Unsatisfied (14) Orcus is whispering things to me. Horrible things. The Rod of Ruin (Karavakos) believes that the wilder is unlikely to satisfy its ambitions, so its actively seeks a better wielder. But its evil enough to toy with the current host first, even in dangerous situations. Property: You take a -2 penalty to Heal and Endurance checks. Property: The healing surge penalty is increased to a 4 penalty. Special: You take a -2 penalty to attack rolls and damage rolls. This applies whether you are using or even holding the Rod. Angered (0 or lower) Release me! You are not worthy of the Dark Lords blessing! Level: 6 Category: Binding Time: 10 Days Duration: Permanent You break the seal that has severed the magical connections that bind one place to the Shadowfell by way of a portal. The completion of this ritual successfully opens and activates a portal that has been sealed by magic. Creatures, objects, or energy can freely pass through the portal again. The portal becomes visible and tangible again. At the completion of this ritual, make an Arcana check. A sealed portal to the Shadowfell can be sealed again with a seal portal ritual (Dungeon Magazine #160), but the creature performing the ritual to seal the portal must make an Arcana check that equals or exceeds the results of the Arcana check you made when performing this ritual. You can seal a portal you have opened by performing this ritual on it again. Component Cost: 1000 gp Market Price: 360 gp Key Skill: Arcana At this point, the Rod of Ruin (Karavakos) is at war with its possessor, and it wants to punish its host before moving on to a more acceptable wielder. Property: You take a -4 penalty to Heal and Endurance checks.
BREAK SHADOWFELL SEAL

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

UNDERWATER SWIMMING
When I wanted to add the treasures at the bottom of the pool instead of on an island in the pool (why should the blue slime take all the victims to the island rather than pull them down underwater to consume them undisturbed?), I realized that 4th Edition was very vague with rules related to diving. Not only that, they were also quite unrealistic. Example: If you take a double move action to swim at of your normal Speed 6, you can swim for 30 rounds (which is no problem in calm waters and with athletics as a class skill) underwater, before having to roll for drowning. What does that mean in reality? Well a character with Athletic +5 at first level, could swim a distance under water in calm waters (DC 10) of: 2 (double move) x 6 (speed) x 0.5 (swim speed) x 30 (holding breath) x 5 ft x (75% + 25% [likelihood of failing swim check] x 0,5 [swim speed for failed swim check]) = 788 ft This means almost to a depth of 400 ft and then back without any major problem!!!! You dive at a speed of 3 mph or 4.7km/h. Something is wrong here. Most people would be uncomfortable with swimming down 20 or 30 ft under water.
underwater swim speed is 1/6 of your normal speed (minimum of speed 1). When holding your breath underwater and only taking minor actions, you can do it for 30 rounds before checking for drowning (DMG p.159). If you take less than 5 standard or move action this time is reduced to 15 rounds, any more standard or move actions reduces it to 10 rounds. Heavy armor increases the downward speed by 2.
HOUSE RULE: DROWNING OR SUFFOCATING

When holding your breath and only taking minor actions, you can do it for 30 rounds before checking for suffocation (DMG p.159). If you take less than 5 rounds of standard or move actions this time is reduced to 15 rounds, any more rounds of standard or move actions reduces it to 10 rounds. At the end of the time period, the character must succeed on a DC 20 Endurance check. Success buys the character another round. Then the check is repeated at DC 25, then at DC 30, and so on. When a character fails the check, he loses one healing surge and must continue to make checks. A character without healing surges who fails a check takes damage equal to his healing surge value. In strenuous situations, such as combat, going without air is much harder. A character holding his breath during underwater combat, for example, must make a DC 20 Endurance check at the end of his turn in a round where he takes damage. You regain all healing surges lost to suffocation when you gain access to air again and can take a short rest. However, lost hit points are not recovered. A character with 0 or fewer hit points goes unconscious and keeps taking damage as described above until he dies or is rescued.
Example: With these changes the above example turns into the following distance for diving underwater: 6 (speed) / 3 (dive speed) x 10 (holding breath and taking move action) x 5 ft x (75% + 25% x 0,5) = 87 ft This means swimming to a depth of 43 ft and then back to the surface, or through an 87 ft submerged tunnel with no major problem. A more realistic scenario, that fits better into my Area 11: Water Cave scenario.
DROWNING
How dangerous is it to start drowning in 4th Edition? Not very dangerous at all. Example: Even if you miss all your Endurance checks the pre-generated Dwarf Fighter in the Keep on the Shadowfell would last through 12 + 31/1 or 37/2 = 43 or 30 extra rounds (depending on if he is 1st or 2nd level) before going unconscious. Actually quite a strange rule as it is way to high as well as the fact that the number of rounds will decrease as you increase levels.
HOUSE RULE: UNDERWATER SWIMMING

A creature that does not have a natural Swim speed has several restrictions when being fully submerged under water: The creature can only take one standard or move action plus a minor action. You can swim underwater at 1/3 of your normal speed (minimum of speed 1). Fail by 4 or less your
Example: With this small change the pre-generated Dwarf Fighter in the Keep on the Shadowfell would last through 12 + 31/7 or 37/9 = 16 extra rounds regardless if he is 1st or 2nd level before going unconscious. This is still quite a long time, but better than the official rules.
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XP ANALYSIS
I have made a small analysis of the XP in the main adventure and the changes introduced in this conversion. For the PCs to remain at the proper level after completing H1, I would suggest you as a DM to reduce the XP handed out during the adventure with 10%, i.e. multiply the Encounter XP with 0.90. This will keep the balance in the adventure. For detailed XP breakdown, see below.
Main Adventure Encounters On the Road: Kobold Brigands A1: Kobold Ambush A2: Kobold Lair, Outside A3: Kobold Lair, Inside A4: Burial Site
Level 1 2 1 6 2
XP 475 625 575 1 250 674
Progression 95 220 335 585 720
Conversion Encounters 1st The Mystery of Old Sara 1 200
Attack on Ninaran Farm Attacks Cult of Orcus 1. Goblin Guardroom 2. Torture Chamber 3. Excavation Site 4. Chieftains Lair 5. Crypt of Shadows 6. Hidden Armory 7. Skeletal Legion 8. Sir Keegans Tomb 9. The Maze of Caves 10. Kruthik Lair 11. The Water Cave Interlude: The Dead Walk 12. Hobgoblin Guard Room 13. Hobgoblin Barracks 14. Warchief's Council Room 15. Corridors of the Cube 16. Camber of Statues 17. Ghoul Warren 18. Cathedral of Shadow 19. The Shadow Rift Hook: Omnious Sign 2 2 2 4 3 1 1 4 2 5 3 4 4 3 3 3 2 5 4 6 9 675 625 625 875 880 500 500 875 625 1 036 750 775 965 790 802 750 650 1 031 975 1 350 2 000 21 653 855 980 1 105 1 280 1 456 1 556 1 656 1 831 1 956 2 163 2 313 2 468 2 661 2 819 2 979 3 129 3 259 3 466 3 661 3 931 4 331
4 1 3
925 500 700
2nd
3rd Interlude Removed Slaver Encounter -4 3 -775 750
14. Warchief's Council Room
200
4th
New XP 428 563 180 518 1 125 607 833 450 630 608 563 563 788 792 450 450 788 563 932 675 0 675 869 711 902 675 585 928 878 1 215 1 800 -10% 21 744
New Progression 86 1st 198 234 338 563 684 851 941 1 067 2nd 1 188 1 301 1 414 1 571 1 730 1 820 1 910 2 067 2 180 2 366 3rd 2 501 2 501 2 636 2 810 2 952 3 133 3 268 3 385 3 570 3 746 3 989 4th 4 349
2 500
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NPC PORTRAITS
Rond Kelfem Captain of Winterhaven Regulars
Douven Staul
Ernest Padraig Lord of Winterhaven Salvana Wrafton 2012-11-24 Valthrun the Prescient Eilian the Old 39
Thair Coalstriker
Sister Linora Priestess at the Temple of Avandra
Bairwin Shopkeeper
Ninaran Elf Ranger
Kalarel - Scion of Orcus
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PLAYERS HANDOUTS
Irontooths Letter in the kobold lair Bairwins Letter in the basement of his shop Ninarans warning to Irontooth
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(Translated) Letter from Traak to Irontooth
(Translated) Letter from Krand to Traak in the Water Cave
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Map of the Nentir Vale
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Letter from Kalarel to Ninaran
Letter from Paldemar to Kalarel
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Valthruns Poem of Melgold The Mad Poet of Almhurst
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BATTLE MAPS
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H1: ORCUS CONVERSION MONSTER UPDATE ON THE ROAD: KOBOLD BRIGANDS

Kobold Slinger (S)
Small natural humanoid (reptile) HP 24; Bloodied 12 AC 13; Fortitude 12; Reflex 14; Will 12 Speed 6 STANDARD ACTIONS m Dagger (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d4 + 3 damage. r Sling (weapon) * At-Will Attack: Ranged 10/20 (one creature); +8 vs. AC Hit: 1d6 + 5 damage. R Special Shot (weapon) * At-Will (3/encounter) Attack: Ranged 10/20 (one creature); +8 vs. AC Hit: 1d6 + 5 damage plus one of the following effects (roll a d6): 1 2 Stinkpot: The target takes a -2 penalty to attack rolls (save ends). 3 4 Firepot (fire): The target takes ongoing 2 fire damage (save ends). 5 6 Gluepot: The target is immobilized (save ends). MINOR ACTIONS Shifty * At-Will Effect: The kobold shifts 1 square. Skills Stealth +8 Str 9 (1) Con 12 (+1) Dex 17 (+3) Int 9 (1) Wis 12 (+1) Cha 10 (+0)
5 Kobold Tunneler (M)

Small natural humanoid (reptile)
Level 1 Minion Skirmisher

XP 25
M Dirty Tactics (weapon) * Encounter Attack: Melee 1 (one creature); +5 vs. Reflex Hit: 2d6 + 7 damage, and the target is immobilized until the end of the kobold's next turn. Miss: Half damage, and the target is slowed until the end of the kobold's next turn. MINOR ACTIONS Shifty Effect: The kobold shifts 1 square. TRIGGERED ACTIONS Dragonshield Tactics * At-Will Trigger: An enemy adjacent to the kobold shifts or an enemy moves to a square adjacent to the kobold. Effect (Immediate Reaction): The kobold shifts 1 square. Skills Acrobatics +8, Stealth +7, Thievery +7 Str 14 (+3) Dex 13 (+2) Wis 12 (+2) Con 12 (+2) Int 9 (+0) Cha 10 (+1) Alignment evil Languages Common, Draconic Equipment scale armor, light shield, short sword
HP 1; a missed attack never damages a minion Initiative +5 AC 15; Fortitude 12; Reflex 14; Will 12 Perception +1 Speed 6 Darkvision STANDARD ACTIONS m Javelin (weapon) * At-Will Attack: Melee 1 (one creature); +6 vs. AC Hit: 4 damage. r Javelin (weapon) * At-Will Attack: Ranged 10/20 (one creature); +6 vs. AC Hit: 4 damage. MINOR ACTIONS Shifty * At-Will Effect: The kobold shifts 1 square. TRIGGERED ACTIONS Narrow Escape * Encounter Trigger: A close or an area attack hits or misses the kobold. Effect (Immediate Interrupt): The kobold shifts up to 3 squares. Skills Stealth +8, Thievery +8 Str 8 (1) Dex 16 (+3) Con 12 (+1) Int 9 (1) Wis 12 (+1) Cha 10 (+0) XP 100 Initiative +3 Perception +1 Darkvision
Level 1 Artillery
Alignment evil Languages Common, Draconic Equipment leather armor, 3 javelins
2 Kobold Dragonshields (D)

Small natural humanoid (reptile) HP 36; Bloodied 18 AC 18; Fortitude 14; Reflex 13; Will 13 Speed 5 STANDARD ACTIONS m Short Sword (weapon) * At-Will
Level 2 Soldier
Alignment evil Languages Common, Draconic Equipment leather armor, dagger, sling, 20 sling bullets, 3 rounds of special shot
Attack: Melee 1 (one creature); +7 vs. AC Hit: 1d6 + 6 damage. Effect: The kobold marks the target until the end of the kobolds next turn.
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H1: ORCUS CONVERSION A1: KOBOLD AMBUSH

Kobold Quickblade (K)
Small natural humanoid (reptile) HP 29; Bloodied 14 AC 15; Fortitude 12; Reflex 14; Will 12 Speed 6 STANDARD ACTIONS m Short Sword (weapon) * At-Will Attack: Melee 1 (one creature); +6 vs. AC Hit: 1d6 + 3 damage. The attack deals 2 extra damage per square the kobold has shifted since the start of its turn. MOVE ACTIONS Fleet Feet * At-Will Effect: The kobold shifts up to 3 squares. MINOR ACTIONS Shifty * At-Will Effect: The kobold shifts 1 square as a minor action. Skills Athletics +4, Stealth +8, Thievery +8 Str 8 (1) Dex 17 (+3) Wis 13 (+1) Con 13 (+1) Int 9 (1) Cha 10 (+0) Alignment evil Languages Common, Draconic Equipment leather armor, light shield, short sword Attack: Melee 1 (one creature); +5 vs. Reflex Hit: 2d6 + 7 damage, and the target is immobilized until the end of the kobold's next turn. Miss: Half damage, and the target is slowed until the end of the kobold's next turn. MINOR ACTIONS Shifty Effect: The kobold shifts 1 square. TRIGGERED ACTIONS Dragonshield Tactics * At-Will Trigger: An enemy adjacent to the kobold shifts or an enemy moves to a square adjacent to the kobold. Effect (Immediate Reaction): The kobold shifts 1 square. Skills Acrobatics +8, Stealth +7, Thievery +7 Str 14 (+3) Dex 13 (+2) Wis 12 (+2) Con 12 (+2) Int 9 (+0) Cha 10 (+1) Alignment evil Languages Common, Draconic Equipment scale armor, light shield, short sword C Incite Faith * Encounter Effect: Close burst 10; kobold allies in the burst gain 5 temporary hit points and can shift 1 square. Shifty * At-Will Effect: The kobold shifts 1 square. Skills Stealth +9, Thievery +9 Str 9 (+0) Dex 16 (+4) Con 12 (+2) Int 9 (+0) Wis 17 (+4) Cha 12 (+2)
Level 1 Skirmisher
Alignment evil Languages Common, Draconic Equipment bone mask, hide armor, spear
A2: KOBOLD LAIR, OUTSIDE


XP 25
Kobold Wyrmpriest (W)

Level 3 Artillery (Leader)

HP 1; a missed attack never damages a minion Initiative +5 AC 15; Fortitude 12; Reflex 14; Will 12 Perception +1 Speed 6 Darkvision STANDARD ACTIONS m Javelin (weapon) * At-Will Attack: Melee 1 (one creature); +6 vs. AC Hit: 4 damage. r Javelin (weapon) * At-Will Attack: Ranged 10/20 (one creature); +6 vs. AC Hit: 4 damage. MINOR ACTIONS Shifty * At-Will Effect: The kobold shifts 1 square. TRIGGERED ACTIONS Narrow Escape * Encounter Trigger: A close or an area attack hits or misses the kobold. Effect (Immediate Interrupt): The kobold shifts up to 3 squares. Skills Stealth +8, Thievery +8 Str 8 (1) Dex 16 (+3) Wis 12 (+1)

Level 2 Soldier
HP 36; Bloodied 18 AC 17; Fortitude 13; Reflex 15; Will 15 Speed 6 STANDARD ACTIONS m Spear (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d8 + 6 damage. R Energy Orb (acid) * At-Will Attack: Ranged 10 (one creature); +8 vs. Reflex Hit: 1d10 + 5 acid damage. C Dragon Breath (acid) * Encounter
Attack: Melee 1 (one creature); +7 vs. AC Hit: 1d6 + 6 damage. Effect: The kobold marks the target until the end of the kobolds next turn. M Dirty Tactics (weapon) * Encounter
Attack: Close blast 3 (creatures in blast); +8 vs. Fortitude Hit: 1d10 + 5 acid damage. Miss: Half damage. MINOR ACTIONS
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Con 12 (+1) Int 9 (1) Cha 10 (+0) next turn. M Dirty Tactics (weapon) * Encounter Attack: Melee 1 (one creature); +5 vs. Reflex Hit: 2d6 + 7 damage, and the target is immobilized until the end of the kobold's next turn. Miss: Half damage, and the target is slowed until the end of the kobold's next turn. MINOR ACTIONS Shifty Effect: The kobold shifts 1 square. TRIGGERED ACTIONS Dragonshield Tactics * At-Will Trigger: An enemy adjacent to the kobold shifts or an enemy moves to a square adjacent to the kobold. Effect (Immediate Reaction): The kobold shifts 1 square. Skills Acrobatics +8, Stealth +7, Thievery +7 Str 14 (+3) Dex 13 (+2) Wis 12 (+2) Con 12 (+2) Int 9 (+0) Cha 10 (+1) Alignment evil Languages Common, Draconic Equipment scale armor, light shield, short sword 1 2 Stinkpot: The target takes a -2 penalty to attack rolls (save ends). 3 4 Firepot (fire): The target takes ongoing 2 fire damage (save ends). 5 6 Gluepot: The target is immobilized (save ends). MINOR ACTIONS Shifty * At-Will Effect: The kobold shifts 1 square. Skills Stealth +8 Str 9 (1) Con 12 (+1) Dex 17 (+3) Int 9 (1) Wis 12 (+1) Cha 10 (+0)
Kobold Quickblade (K)

Level 1 Skirmisher
Attack: Melee 1 (one creature); +6 vs. AC Hit: 1d6 + 3 damage. The attack deals 2 extra damage per square the kobold has shifted since the start of its turn. MOVE ACTIONS Fleet Feet * At-Will Effect: The kobold shifts up to 3 squares. MINOR ACTIONS Shifty * At-Will Effect: The kobold shifts 1 square as a minor action. Skills Athletics +4, Stealth +8, Thievery +8 Str 8 (1) Dex 17 (+3) Wis 13 (+1) Con 13 (+1) Int 9 (1) Cha 10 (+0) Alignment evil Languages Common, Draconic Equipment leather armor, light shield, short sword
Alignment evil Languages Common, Draconic Equipment leather armor, dagger, sling, 20 sling bullets, 3 rounds of special shot
A3: KOBOLD LAIR, INSIDE


XP 25
Kobold Slinger (S)

Small natural humanoid (reptile) HP 24; Bloodied 12 AC 13; Fortitude 12; Reflex 14; Will 12 Speed 6 STANDARD ACTIONS m Dagger (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d4 + 3 damage. r Sling (weapon) * At-Will
Level 1 Artillery
HP 1; a missed attack never damages a minion Initiative +5 AC 15; Fortitude 12; Reflex 14; Will 12 Perception +1 Speed 6 Darkvision STANDARD ACTIONS m Javelin (weapon) * At-Will Attack: Melee 1 (one creature); +6 vs. AC Hit: 4 damage. r Javelin (weapon) * At-Will Attack: Ranged 10/20 (one creature); +6 vs. AC Hit: 4 damage. MINOR ACTIONS Shifty * At-Will Effect: The kobold shifts 1 square. TRIGGERED ACTIONS Narrow Escape * Encounter
Kobold Dragonshield (D)

Level 2 Soldier
Attack: Ranged 10/20 (one creature); +8 vs. AC Hit: 1d6 + 5 damage. R Special Shot (weapon) * At-Will (3/encounter) Attack: Ranged 10/20 (one creature); +8 vs. AC Hit: 1d6 + 5 damage plus one of the following effects (roll a d6):
Attack: Melee 1 (one creature); +7 vs. AC Hit: 1d6 + 6 damage. Effect: The kobold marks the target until the end of the kobolds
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Trigger: A close or an area attack hits or misses the kobold. Effect (Immediate Interrupt): The kobold shifts up to 3 squares. Skills Stealth +8, Thievery +8 Str 8 (1) Dex 16 (+3) Con 12 (+1) Int 9 (1) Wis 12 (+1) Cha 10 (+0) m Short Sword (weapon) * At-Will Attack: Melee 1 (one creature); +7 vs. AC Hit: 1d6 + 6 damage. Effect: The kobold marks the target until the end of the kobolds next turn. M Dirty Tactics (weapon) * Encounter Attack: Melee 1 (one creature); +5 vs. Reflex Hit: 2d6 + 7 damage, and the target is immobilized until the end of the kobold's next turn. Miss: Half damage, and the target is slowed until the end of the kobold's next turn. MINOR ACTIONS Shifty Effect: The kobold shifts 1 square. TRIGGERED ACTIONS Dragonshield Tactics * At-Will Trigger: An enemy adjacent to the kobold shifts or an enemy moves to a square adjacent to the kobold. Effect (Immediate Reaction): The kobold shifts 1 square. Skills Acrobatics +8, Stealth +7, Thievery +7 Str 14 (+3) Dex 13 (+2) Wis 12 (+2) Con 12 (+2) Int 9 (+0) Cha 10 (+1) Alignment evil Languages Common, Draconic Equipment scale armor, light shield, short sword Hit: 1d10 + 5 acid damage. C Dragon Breath (acid) * Encounter Attack: Close blast 3 (creatures in blast); +8 vs. Fortitude Hit: 1d10 + 5 acid damage. Miss: Half damage. MINOR ACTIONS C Incite Faith * Encounter Effect: Close burst 10; kobold allies in the burst gain 5 temporary hit points and can shift 1 square. Shifty * At-Will Effect: The kobold shifts 1 square. Skills Stealth +9, Thievery +9 Str 9 (+0) Dex 16 (+4) Con 12 (+2) Int 9 (+0) Wis 17 (+4) Cha 12 (+2)
3 Kobold Quickblades (K)

Level 1 Skirmisher
Attack: Melee 1 (one creature); +6 vs. AC Hit: 1d6 + 3 damage. The attack deals 2 extra damage per square the kobold has shifted since the start of its turn. MOVE ACTIONS Fleet Feet * At-Will Effect: The kobold shifts up to 3 squares. MINOR ACTIONS Shifty * At-Will Effect: The kobold shifts 1 square as a minor action. Skills Athletics +4, Stealth +8, Thievery +8 Str 8 (1) Dex 17 (+3) Wis 13 (+1) Con 13 (+1) Int 9 (1) Cha 10 (+0) Alignment evil Languages Common, Draconic Equipment leather armor, light shield, short sword
Alignment evil Languages Common, Draconic Equipment bone mask, hide armor, spear
Irontooth
Small natural humanoid (goblin) HP 106; Bloodied 53 AC 16; Fortitude 16; Reflex 14; Will 15 Speed 6 Saving Throws +2; Action Points 1 STANDARD ACTIONS m Battleaxe (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d8 + 6 damage. TRIGGERED ACTIONS M Dual Axe (weapon) * At-Will
Level 3 Elite Brute

Kobold Wyrmpriest (W)

Level 3 Artillery (Leader)


Small natural humanoid (reptile) HP 36; Bloodied 18 AC 18; Fortitude 14; Reflex 13; Will 13 Speed 5 STANDARD ACTIONS
Level 2 Soldier
HP 36; Bloodied 18 AC 17; Fortitude 13; Reflex 15; Will 15 Speed 6 STANDARD ACTIONS m Spear (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d8 + 6 damage. R Energy Orb (acid) * At-Will Attack: Ranged 10 (one creature); +8 vs. Reflex
Trigger: When Irontooth doesn't move on his turn. Effect (Standard): Make a battleaxe attack against two adjacent creatures. Goblin Tactics * At-Will Trigger: When missed by a melee attack. Effect (Immediate Reaction): Irontooth can shift 1 square.
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Blood Crazed (healing) Trigger: First time Irontooth gets bloodied. Effect: Irontooth makes +1d10 extra damage on his attacks and loses the ability to use goblin tactics. He must attack the nearest foe, charging when possible. At the end of each of his turns, he heals 5 hp. Str 18 (+5) Con 13 (+2) Dex 14 (+3) Int 8 (+0) Wis 16 (+4) Cha 12 (+2) HP 1; a missed attack never damages a minion Initiative +1 AC 15; Fortitude 13; Reflex 11; Will 11 Perception +1 Speed 6 TRAITS Mob Rule The human rabble gains a +2 power bonus to all defenses while at least two other human rabble are within 5 squares of it. STANDARD ACTIONS m Club (weapon) * At-Will Attack: Melee 1 (one creature); +7 vs. AC Hit: 5 damage. Str 14 (+3) Con 12 (+2) Alignment any Equipment club Dex 10 (+1) Int 9 (+0) Wis 10 (+1) Cha 11 (+1) an attack or until the end of its next turn. TRIGGERED ACTIONS Fade Away (illusion) * Encounter Trigger: The gnome takes damage. Effect (Immediate Reaction): The gnome becomes invisible until it hits or misses with an attack or until the end of its next turn. Skills Bluff +7, Stealth +9, Thievery +9 Str 8 (+0) Dex 17 (+4) Con 16 (+4) Int 14 (+3) Wis 12 (+2) Cha 13 (+2)
Alignment evil Languages Common, Goblin, Draconic Equipment chain armor, battleaxe
A4: BURIAL SITE

Encounter Level 1 (599 XP) Please note that this conversion guide is based on the original H1 adventure were Kalarels spectral apparition plays no part, and is instead replaced with a halfling slinger. 2 Guard Drakes (D)
Small natural beast (reptile) HP 48; Bloodied 24 AC 15; Fortitude 15; Reflex 13; Will 12 Speed 6 STANDARD ACTIONS m Bite * At-Will Attack: Melee 1 (one creature); +7 vs. AC Hit: 1d10 + 3 damage, or 1d10 + 9 damage while the drake is within 2 squares of an ally. Str 16 (+4) Con 18 (+5) Dex 15 (+3) Int 3 (3) Wis 12 (+2) Cha 12 (+2)
Alignment unaligned Languages Common, Elven Equipment leather armor, war pick, crossbow, 20 crossbow bolts
Languages Common
Halfling Slinger (H)

Small natural humanoid HP 22; Bloodied 11 AC 15; Fortitude 12; Reflex 15; Will 13 Speed 6 TRAITS Nimble Reaction
Level 1 Artillery
Agrid, Gnome Skulk (S) Small fey humanoid

HP 34; Bloodied 17 AC 16; Fortitude 14; Reflex 14; Will 12 Speed 5 TRAITS Reactive Stealth
Level 2 Lurker
Level 2 Brute
The halfling gains a +2 bonus to AC against opportunity attacks. STANDARD ACTIONS m Dagger (weapon) * At-Will Attack: Melee 1 (one creature); +6 vs. AC Hit: 1d4 + 4 damage. r Sling (weapon) * At-Will Attack: Ranged 10/20 (one creature); +8 vs. AC Hit: 1d6 + 5 damage, or 2d6+5 damage if the halfing has combat advantage against the target. R Stone Rain (weapon) * Recharge 5 6 Effect: The halfling slinger makes three sling attacks, each with a -2 penalty to the attack roll. TRIGGERED ACTIONS Second Chance * Encounter Trigger: When hit by an attack. Effect (Immediate Interrupt): The halfling slinger forces the
If a gnome has cover or concealment when it rolls initiative, it can make a Stealth check to become hidden. STANDARD ACTIONS m War Pick (weapon) * At-Will Attack: Melee 1 (one creature); +7 vs. AC Hit: 1d8 + 6 damage, or 2d8 + 6 damage if the gnome was invisible to the target when it attacked. R Hand Crossbow (weapon) * At-Will Attack: Ranged 10/20 (one creature); +7 vs. AC Hit: 1d6 + 6 damage, or 2d6 + 6 damage if the gnome was invisible to the target when it attacked. Vanish from Sight (illusion) * At-Will Effect: The gnome becomes invisible until it hits or misses with
Alignment unaligned
Languages
4 Human Rabble (R)

Medium natural humanoid (human)
Level 2 Minion
XP 31
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attacker to reroll the attack and take the new result. Skills Acrobatics +9, Stealth +9, Thievery +11 Str 12 (+1) Dex 18 (+4) Wis 11 (+0) Con 10 (+0) Int 10 (+0) Cha 14 (+2) Alignment any Languages Common, one other Equipment leather armor, dagger, sling, sling bullets (20) swarm cannot be pulled, pushed, or slid by melee or ranged attacks. It can squeeze through any opening that is large enough for at least one of the creatures it comprises. STANDARD ACTIONS m Swarm of Teeth * At-Will Attack: Melee 1 (one creature); +7 vs. AC Hit: 1d10 + 4 damage, or 1d10 + 8 if the swarm moved at least 2 squares during its turn. Effect: The swarm can shift 1 square. Str 12 (+2) Con 12 (+2) Dex 17 (+4) Int 2 (3) Wis 10 (+1) Cha 9 (+0) Languages Skills Stealth +12, Thievery +12 Str 14 (+3) Dex 18 (+5) Con 13 (+2) Int 8 (+0)
Wis 13 (+2) Cha 8 (+0)
Alignment evil Languages Common, Goblin Equipment leather armor, short sword, crossbow, crossbow bolts (20)
2 Goblin Warriors (W)

Small natural humanoid HP 30; Bloodied 15 AC 15; Fortitude 13; Reflex 14; Will 13 Speed 6 TRAITS Great Position
Level 1 Skirmisher
Alignment unaligned
2 Goblin Sharpshooters (G)

Small natural humanoid HP 31; Bloodied 16 AC 16; Fortitude 12; Reflex 14; Will 11 Speed 6 TRAITS Sniper
Level 2 Artillery
If, on its turn, the goblin ends its move at least 4 squares away from its starting point, it deals 1d6 extra damage on its ranged attacks until the start of its next turn. STANDARD ACTIONS m Spear (weapon) * At-Will Attack: Melee 1 (one creature); +6 vs. AC Hit: 1d8 + 4 damage. R Javelin (weapon) * At-Will Attack: Ranged 10/20 (one creature); +6 vs. AC Hit: 1d6 + 4 damage. R Mobile Ranged Attack (weapon) * At-Will Effect: The goblin moves up to half its speed. At any point during that movement, it makes one javelin attack without provoking opportunity attacks. TRIGGERED ACTIONS Goblin Tactics At-Will Trigger: The goblin is missed by a melee attack. Effect (Immediate Reaction): The goblin shifts 1 square. Skills Stealth +8, Thievery +8 Str 13 (+1) Dex 17 (+3) Con 14 (+2) Int 8 (1) Wis 14 (+2) Cha 8 (1)
AREA 1: GOBLIN GUARD ROOM

Rat Swarm (R)
Medium natural beast (swarm)
When a goblin sharpshooter makes a ranged attack from hiding and misses, it is still considered to be hiding. Combat Advantage The goblin sharpshooter deals an extra 1d6 damage against any target it has combat advantage against. STANDARD ACTIONS m Short Sword (weapon) * At-Will Attack: Melee 1 (one creature); +7 vs. AC Hit: 1d6 + 4 damage. r Hand Crossbow (weapon) * At-Will Attack: Ranged 10/20 (one creature); +9 vs. AC Hit: 1d8 + 5 damage. TRIGGERED ACTIONS Goblin Tactics * At-Will Trigger: When missed by a melee attack. Effect (Immediate Reaction): The goblin shifts 1 square.
Level 2 Skirmisher
XP 125
HP 36; Bloodied 18 Initiative +6 AC 16; Fortitude 14; Reflex 16; Will 12 Perception +6 Speed 6, climb 2 Low-Light Vision Resist half damage from melee and ranged attacks; Vulnerable 5 to close and area attacks TRAITS Swarm Attack * Aura 1 Any enemy that ends its turn in the aura takes 5 damage, and the swarm can slide it 1 square as a free action. Swarm The swarm can occupy the same space as another creature, and an enemy can enter its space, which is difficult terrain. The
Alignment evil Languages Common, Goblin Equipment leather armor, spear, 5 javelins
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Combat Advantage Attack: Ranged 10/20 (one creature); +6 vs. AC Hit: 1d6 + 4 damage. R Mobile Ranged Attack (weapon) * At-Will Effect: The goblin moves up to half its speed. At any point during that movement, it makes one javelin attack without provoking opportunity attacks. TRIGGERED ACTIONS Goblin Tactics At-Will Trigger: The goblin is missed by a melee attack. Effect (Immediate Reaction): The goblin shifts 1 square. Skills Stealth +8, Thievery +8 Str 13 (+1) Dex 17 (+3) Con 14 (+2) Int 8 (1) Wis 14 (+2) Cha 8 (1)
AREA 2: TORTURE CHAMBER

I have added Splug as a companion character if your adventurers chooses to take him with them and treat him fair. For rules on companion characters, see DMG2 pages 27-33. Hobgoblin Torturer (T)
Medium natural humanoid (goblin) HP 56; Bloodied 28 AC 16; Fortitude 16; Reflex 14; Will 14 Speed 6 STANDARD ACTIONS m Hot Poker (fire, weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 2d8 + 4 fire damage plus ongoing 2 fire damage (save ends). MINOR ACTIONS Bloodcut Armor (magic item) * Daily Effect: Gain resist all 10 until the end of the hobgoblin's next turn. Str 19 (+5) Con 16 (+4) Dex 14 (+3) Int 8 (+0) Wis 14 (+3) Cha 10 (+1)
The goblin sharpshooter deals an extra 1d6 damage against any target it has combat advantage against. STANDARD ACTIONS m Short Sword (weapon) * At-Will Attack: Melee 1 (one creature); +7 vs. AC Hit: 1d6 + 4 damage. r Hand Crossbow (weapon) * At-Will Attack: Ranged 10/20 (one creature); +9 vs. AC Hit: 1d8 + 5 damage. TRIGGERED ACTIONS Goblin Tactics * At-Will Trigger: When missed by a melee attack. Effect (Immediate Reaction): The goblin shifts 1 square. Skills Stealth +12, Thievery +12 Str 14 (+3) Dex 18 (+5) Con 13 (+2) Int 8 (+0) Wis 13 (+2) Cha 8 (+0)
Level 3 Brute
Goblin Warrior (W)

Level 1 Skirmisher
Alignment evil Languages Common, Goblin Equipment iron poker, hide armor

Level 2 Artillery
If, on its turn, the goblin ends its move at least 4 squares away from its starting point, it deals 1d6 extra damage on its ranged attacks until the start of its next turn. STANDARD ACTIONS m Spear (weapon) * At-Will Attack: Melee 1 (one creature); +6 vs. AC Hit: 1d8 + 4 damage. R Javelin (weapon) * At-Will
When a goblin sharpshooter makes a ranged attack from hiding and misses, it is still considered to be hiding.
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Splug, Goblin Prisoner (G)
Small natural humanoid HP 26; Bloodied 13; Healing Surges 7 AC 16; Fortitude 13; Reflex 15; Will 13 Speed 6 TRAITS Combat Advantage Splug deals 1d6 extra damage when he hits a target he has combat advantage against. STANDARD ACTIONS m Short sword (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d6 + 3 damage. R Dagger (weapon) * At-Will Attack: Ranged 10/20 (one creature); +8 vs. AC Hit: 1d4 + 3 damage. Cringe * At-Will Effect: Splug shrinks away from combat, gaining a +2 bonus to his defenses until the start of his next turn. An adjacent ally can make a melee basic attack as a free action in his stead. TRIGGERED ACTIONS Goblin Tactics At-Will Trigger: The goblin is missed by a melee attack. Effect (Immediate Reaction): The goblin shifts 1 square. Skills Stealth +8, Thievery +8 Str 13 (+1) Dex 17 (+3) Con 14 (+2) Int 10 (+0) Wis 12 (+1) Cha 15 (+2)
Level 1 Striker
HP 48; Bloodied 24 AC 15; Fortitude 15; Reflex 13; Will 12 Speed 6 STANDARD ACTIONS m Bite * At-Will
Initiative +3 Perception +7
Str 14 (+3) Con 13 (+2)
Dex 18 (+5) Int 8 (+0)
Wis 13 (+2) Cha 8 (+0)
Attack: Melee 1 (one creature); +7 vs. AC Hit: 1d10 + 3 damage, or 1d10 + 9 damage while the drake is within 2 squares of an ally. Str 16 (+4) Con 18 (+5) Dex 15 (+3) Int 3 (3) Wis 12 (+2) Cha 12 (+2)
Alignment unaligned
Languages

Level 2 Artillery
When a goblin sharpshooter makes a ranged attack from hiding and misses, it is still considered to be hiding. Combat Advantage The goblin sharpshooter deals an extra 1d6 damage against any target it has combat advantage against. STANDARD ACTIONS m Short Sword (weapon) * At-Will Attack: Melee 1 (one creature); +7 vs. AC Hit: 1d6 + 4 damage. r Hand Crossbow (weapon) * At-Will Attack: Ranged 10/20 (one creature); +9 vs. AC Hit: 1d8 + 5 damage. TRIGGERED ACTIONS
Alignment unaligned Languages Common, Goblin Equipment leather armor, short sword, 2 daggers
AREA 4: CHIEFTAIN'S LAIR

8 Goblin Cutters (C)
Small natural humanoid
AREA 3: EXCAVATION SITE

2 Guard Drakes (D)
Small natural beast (reptile)
Goblin Tactics * At-Will Trigger: When missed by a melee attack. Effect (Immediate Reaction): The goblin shifts 1 square. Skills Stealth +12, Thievery +12

XP 25
Level 2 Brute
XP 125
HP 1; a missed attack never damages a minion Initiative +5 AC 16; Fortitude 12; Reflex 14; Will 11 Perception +1 Speed 6 Low-Light Vision
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Effect (Immediate Reaction): Balgron can shift 1 square. Skills Acrobatics +11, Stealth +13, Thievery +13 Str 16 (+5) Dex 18 (+6) Wis 12 (+3) Con 16 (+5) Int 9 (+1) Cha 14 (+4) Alignment evil Languages Common, Goblin Equipment leather armor, club, crossbow with 20 bolts, keys to locked chest and doors
STANDARD ACTIONS m Short Sword (weapon) * At-Will Attack: Melee 1 (one creature); +5 vs. AC Hit: 4 damage, or 5 damage if the goblin has combat advantage against the target. TRIGGERED ACTIONS Goblin Tactics * At-Will Trigger: The goblin is missed by an attack. Effect (Immediate Reaction): The goblin shifts 1 square. Skills Stealth +5, Thievery +5 Str 14 (+2) Dex 17 (+3) Con 13 (+1) Int 8 (1) Wis 12 (+1) Cha 8 (1)
TRIGGERED ACTIONS Goblin Tactics At-Will Trigger: The goblin is missed by a melee attack. Effect (Immediate Reaction): The goblin shifts 1 square. Skills Stealth +8, Thievery +8 Str 13 (+1) Dex 17 (+3) Con 14 (+2) Int 8 (1) Wis 14 (+2) Cha 8 (1)
Balgron the Fat (B)

Small natural humanoid HP 46; Bloodied 23 AC 17; Fortitude 16; Reflex 17; Will 15 Speed 6 TRAITS Combat Advantage
Level 4 Lurker
Alignment evil Languages Common, Goblin Equipment leather armor, short sword
5 Goblin Warriors (W)

Level 1 Skirmisher
Balgrons deals an extra 2d6 damage against targets he has combat advantage against. STANDARD ACTIONS m Club (weapon) * At-Will Attack: Melee 1 (one creature); +9 vs. AC Hit: 2d6 + 3 damage, and the target is slowed and takes a -2 penalty on opportunity attacks until the end of Balgrons next turn. r Crossbow (weapon) * At-Will Attack: Ranged 15/30 (one creature); +9 vs. AC Hit: 2d8 + 3 damage. MOVE ACTIONS Goblin Shuffle * Recharge 5 6 Effect: Balgron shifts a number of squares equal to half his speed, and up to two allies within Balgrons line of sight shift a number of squares equal to half their speed as a free action. TRIGGERED ACTIONS Goblin Tactics * At-Will Trigger: Balgron is missed by a melee attack.
If, on its turn, the goblin ends its move at least 4 squares away from its starting point, it deals 1d6 extra damage on its ranged attacks until the start of its next turn. STANDARD ACTIONS m Spear (weapon) * At-Will Attack: Melee 1 (one creature); +6 vs. AC Hit: 1d8 + 4 damage. R Javelin (weapon) * At-Will Attack: Ranged 10/20 (one creature); +6 vs. AC Hit: 1d6 + 4 damage. R Mobile Ranged Attack (weapon) * At-Will Effect: The goblin moves up to half its speed. At any point during that movement, it makes one javelin attack without provoking opportunity attacks.
AREA 5: CRYPT OF SHADOWS

10 Zombie Rotters (R)
Medium natural animate (undead) HP 1; a missed attack never damage a minion AC 15; Fortitude 16, Reflex 13, Will 13 Speed 4
Level 3 Minion Brute

XP 38 Initiative -2 Perception +1 Darkvision
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Immune disease, poison STANDARD ACTIONS m Slam * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 7 damage. TRIGGERED ACTIONS Deathless Hunger * Encounter Trigger: The zombie is reduced to 0 hit points, but not by a critical hit. Effect (No Action): Roll a d20. On a 15 or higher, the zombie is instead reduced to 1 hit point. Str 17 (+4) Con 14 (+3) Dex 7 (-1) Int 1 (-4) Languages Wis 8 (+0) Cha 3 (-3) Effect (No Action): Roll a d20. On a 15 or higher, the zombie is instead recuded to 1 hit point. Str 16 (+4) Con 13 (+2) Dex 8 (+0) Int 1 (4) Wis 8 (+0) Cha 3 (3)
AREA 7: SKELETAL LEGION

Skeleton Warrior
Medium natural animate (undead) HP 45; Bloodied 23 AC 18; Fortitude 15; Reflex 16; Will 15 Speed 5 Immune disease, poison; Resist 10 necrotic; Vulnerable 5 radiant TRAITS Speed of the Dead When making an opportunity attack, the skeleton warrior gains a +2 bonus to the attack roll and deals an extra 1d6 damage. STANDARD ACTIONS m Longsword (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d8 + 6 damage, and the target is marked until the end of the skeleton warrior's next turn. Str 15 (+3) Con 13 (+2) Dex 17 (+4) Int 3 (3) Wis 14 (+3) Cha 3 (3)
Level 3 Soldier
Alignment unaligned
Languages
AREA 6: HIDDEN ARMORY

4 Zombies (Z)
Medium natural animate (undead) HP 43; Bloodied 21 AC 14; Fortitude 15; Reflex 12; Will 12 Speed 4 Immune disease, poison TRAITS Zombie Weakness
Level 2 Brute
XP 125 Initiative 1 Perception +0 Darkvision
Alignment unaligned
4 Zombies (Z)
Level 2 Brute
A critical hit automatically reduces the zombie to 0 hit points. STANDARD ACTIONS m Slam * At-Will Attack: Melee 1 (one creature); +7 vs. AC Hit: 1d12 + 4 damage, or 1d12 + 9 against a grabbed target. M Zombie Grab * At-Will Attack: Melee 1 (one creature); +4 vs. Reflex Hit: The zombie grabs the target (escape DC 12) if it does not have a creature grabbed. TRIGGERED ACTIONS Deathless Hunger * Encounter Trigger: The zombie is reduced to 0 hit points, but not by a critical hit. Effect (No Action): Roll a d20. On a 15 or higher, the zombie is instead reduced to 1 hit point. Str 16 (+4) Con 13 (+2) Dex 8 (+0) Int 1 (4) Wis 8 (+0) Cha 3 (3)
Alignment unaligned Languages Equipment chainmail, longsword, light shield
A critical hit automatically reduces the zombie to 0 hit points. STANDARD ACTIONS m Slam * At-Will Attack: Melee 1 (one creature); +7 vs. AC Hit: 1d12 + 4 damage, or 1d12 + 9 against a grabbed target. M Zombie Grab * At-Will Attack: Melee 1 (one creature); +4 vs. Reflex Hit: The zombie grabs the target (escape DC 12) if it does not have a creature grabbed. TRIGGERED ACTIONS Deathless Hunger * Encounter Trigger: The zombie is reduced to 0 hit points, but not by a critical hit.
8+ Decrepit Skeletons (S)

Medium natural animate (undead)

XP 25
HP 1; a missed attack never damages a minion Initiative +3 AC 16; Fortitude 13; Reflex 14; Will 13 Perception +2 Speed 6 Darkvision Immune disease, poison; Resist 10 necrotic; Vulnerable 5 radiant STANDARD ACTIONS m Longsword (weapon) * At-Will Effect: The skeleton can shift 1 square before the attack. Attack: Melee 1 (one creature); +6 vs. AC Hit: 4 damage. r Shortbow (weapon) * At-Will Effect: The skeleton can shift 1 square before the attack.
Alignment unaligned
Languages
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Attack: Ranged 15/30 (one creature); +6 vs. AC Hit: 3 damage. Str 15 (+2) Con 13 (+1) Dex 17 (+3) Int 3 (4) Wis 14 (+2) Cha 3 (4) Effect: Sir Keegan makes two longsword attacks. C Necromantic Burst (necrotic) * At-Will while bloodied Requirements: Usable while bloodied. Attack: Close burst 3 (creatures in burst); +7 vs. Fortitude Hit: 2d6 + 8 necrotic damage. TRIGGERED ACTIONS M Sudden Attack * At-Will Trigger: When an enemy hits Sir Keegan with a melee attack. Effect (Immediate Reaction): Sir Keegan makes a longsword attack against the enemy. Skills Diplomacy +7, Insight +9 Str 16 (+5) Dex 16 (+5) Con 17 (+5) Int 10 (+2) Wis 14 (+4) Cha 10 (+2) Speed 4, climb 4 Immune blinded, gaze effects; Resist 5 acid Saving Throws +2; Action Points 1 TRAITS Ooze Blindsight 10
Alignment unaligned Languages Equipment longsword, shortbow, 20 arrows
While squeezing, the ooze moves at full speed rather than half speed, it doesn't take the -5 penalty to attack rolls, and it doesn't grant combat advantage for squeezing. STANDARD ACTIONS m Slam (acid) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 2d6 + 1 damage, and ongoing 5 acid damage (save ends). MOVE ACTIONS Flowing Form * At-Will Effect: The ochre jelly shifts up to 4 squares. TRIGGERED ACTIONS Split * Encounter Trigger: The ochre jelly becomes bloodied. Effect (No Action): The jelly splits into two creatures, each with hit points equal to one-half its current hit points. Effects on the original ochre jelly do not apply to the second one. Str 13 (+2) Con 11 (+1) Dex 8 (+0) Int 1 (4) Wis 12 (+2) Cha 1 (4)
Alignment good Languages Common, Draconic Equipment plate armor, longsword (Aecris)
AREA 8 SIR KEEGAN'S TOMB

Sir Keegan (K)
Medium natural animate (undead) HP 268; Bloodied 134 AC 18; Fortitude 16; Reflex 16; Will 15 Speed 6 Immune poison; Resist 10 necrotic; Vulnerable 5 radiant Saving Throws +5; Action Points 2 TRAITS Strength Drain * Aura 1 A bloodied enemy is weakened while within the aura.. STANDARD ACTIONS m Longsword "Aecris" (necrotic, weapon) * At-Will Attack: Melee 1 (one creature); +9 vs. AC Hit: 2d10 + 4 damage plus 5 necrotic damage. M Double Attack * At-Will
AREA 9: THE MAZE OF CAVES

13 Giant Rats (R)
Small natural beast XP 875

XP 25
Level 4 Solo Brute

Initiative +5 Perception +9 Darkvision
HP 1; a missed attack never damages a minion Initiative +1 AC 13; Fortitude 13; Reflex 11; Will 9 Perception +5 Speed 6, climb 3 Low-Light Vision STANDARD ACTIONS m Bite * At-Will Attack: Melee 1 (one creature); +6 vs. AC Hit: 5 damage. Str 14 (+2) Con 18 (+4) Dex 15 (+2) Int 2 (4) Wis 10 (+0) Cha 6 (2)
Alignment unaligned
Languages
AREA 10: KRUTHIK LAIR

6 Kruthik Hatchlings (H)
Small natural beast (reptile)

XP 31
Alignment unaligned
Languages
Ochre Jelly
Large natural beast (blind, ooze) HP 102; Bloodied 51 AC 15; Fortitude 16; Reflex 14; Will 14
Level 3 Elite Brute

HP 1; a missed attack never damages a minion Initiative +3 AC 15; Fortitude 13; Reflex 14; Will 11 Perception +0 Speed 8, burrow 2 (tunneling), climb 8 Low-Light Vision, Tremorsense 10 TRAITS Gnashing Horde * Aura 1
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Any enemy that ends its turn within the aura takes 2 damage. STANDARD ACTIONS m Claw * At-Will Attack: Melee 1 (one creature); +7 vs. AC Hit: 6 damage. Str 13 (+2) Con 13 (+2) Dex 16 (+4) Int 4 (2) Wis 10 (+1) Cha 6 (1) m Claw * At-Will Attack: Melee 1 (one creature); +9 vs. AC Hit: 2d10 + 4 damage. R Toxic Spikes (poison) * Recharge 5 6 Attack: Ranged 5 (one or two creatures); +9 vs. AC Hit: 1d8 + 6 damage, and the target is slowed and takes ongoing 5 poison damage (save ends both). Str 17 (+5) Con 17 (+5) Dex 18 (+6) Int 4 (1) Wis 12 (+3) Cha 8 (+1) Bloodied Eruption Trigger: When slime is reduced to 0 hit points. Effect (Immediate Reaction): Blue Slime uses slime eruption regardless if the power has been used in the round. Str 13 (+2) Con 11 (+1) Dex 8 (+0) Int 1 (4) Wis 12 (+2) Cha 1 (4)
Alignment unaligned
Languages
Alignment unaligned
Languages
3 Kruthik Young (Y)

Small natural beast (reptile) HP 43; Bloodied 22 AC 15; Fortitude 13; Reflex 14; Will 11 Speed 8, burrow 2 (tunneling), climb 8 TRAITS Gnashing Horde * Aura 1
Level 2 Brute
XP 125 Initiative +4 Perception +1 Low-Light Vision, Tremorsense 10
Alignment unaligned
Languages
AREA 11: WATER CAVE

Blue Slime
Large natural beast (ooze) HP 204; Bloodied 102 AC 16; Fortitude 13; Reflex 15; Will 12 Speed 5, swim 5 Immune charm, fear; Resist 5 acid Saving Throws +5; Action Points 2 STANDARD ACTIONS m Slam (acid) * At-Will Attack: Melee 2 (one creature); +8 vs. AC Hit: 1d6 + 6 damage, plus ongoing 5 acid damage (save ends). M Double Attack * At-Will Effect: Make two slam attacks. C Stench Pulse * Recharge 5 6 Attack: Close burst 4 (creatures in burst); +6 vs. Will Hit: Targets are dazed and weakened (save ends). MINOR ACTIONS C Slime Eruption (acid) * At-Will 1/round Attack: Close burst 3 (creatures in burst); +6 vs. Reflex Hit: 1d8 + 6 acid damage. Miss: Half damage. TRIGGERED ACTIONS
Level 3 Solo Brute

XP 750 Initiative +0 Perception +7 Blindsight 10, Tremorsense 10
Any enemy that ends its turn within the aura takes 2 damage. STANDARD ACTIONS m Claw * At-Will Attack: Melee 1 (one creature); +7 vs. AC Hit: 2d8 + 3 damage. Str 15 (+3) Con 13 (+2) Dex 16 (+4) Int 4 (2) Wis 10 (+1) Cha 6 (1)
Alignment unaligned
Languages
INTERLUDE 3: THE DEAD WALK

12 Decrepit Skeletons (S)

XP 25
Kruthik Adult
Medium natural beast (reptile) HP 67; Bloodied 34 AC 17; Fortitude 14; Reflex 15; Will 13 Speed 6, burrow 3 (tunneling), climb 6 TRAITS Gnashing Horde * Aura 1
Level 4 Brute
XP 175 Initiative +6 Perception +4 Low-Light Vision, Tremorsense 10
HP 1; a missed attack never damages a minion Initiative +3 AC 16; Fortitude 13; Reflex 14; Will 13 Perception +2 Speed 6 Darkvision Immune disease, poison; Resist 10 necrotic; Vulnerable 5 radiant STANDARD ACTIONS m Longsword (weapon) * At-Will Effect: The skeleton can shift 1 square before the attack. Attack: Melee 1 (one creature); +6 vs. AC
Any enemy that ends its turn within the aura takes 2 damage. STANDARD ACTIONS
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Hit: 4 damage. r Shortbow (weapon) * At-Will Effect: The skeleton can shift 1 square before the attack. Attack: Ranged 15/30 (one creature); +6 vs. AC Hit: 3 damage. Str 15 (+2) Con 13 (+1) Dex 17 (+3) Int 3 (4) Wis 14 (+2) Cha 3 (4) Medium fey humanoid (elf) HP 44; Bloodied 22 AC 17; Fortitude 14; Reflex 18; Will 15 Speed 7 TRAITS Archers Mobility XP 175 Initiative +7 Perception +12 Low-Light Vision Speed 5 TRAITS Phalanx Soldier The hobgoblin soldier gains a +2 bonus to AC while at least one hobgoblin ally is adjacent to it. STANDARD ACTIONS m Flail (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d10 + 5 damage, the target is marked and slowed until the end of the hobgoblin soldiers next turn. M Formation Strike (weapon) * At-Will Requirement: Flail Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d10 + 5 damage, and the hobgoblin soldier shifts 1 square provided it ends in a space adjacent to another hobgoblin. TRIGGERED ACTIONS Hobgoblin Resilience * Encounter Trigger: The hobgoblin is subject to an effect that a save can end. Effect (Immediate Reaction): The hobgoblin can make a saving throw against the triggering effect. Skills Athletics +10, History +8 Str 19 (+5) Dex 14 (+3) Con 15 (+3) Int 11 (+1) Wis 14 (+3) Cha 10 (+1) Low-Light Vision
If Ninaran moves at least 4 squares from her original position, she gains a +2 bonus to ranged attacks until the start of her next turn. Wild Step Ninaran ignores difficult terrain when she shifts. STANDARD ACTIONS m Longsword * At-Will Attack: Melee 1 (one creature); +9 vs. AC Hit: 1d8 + 5 damage. r Longbow * At-Will Attack: Ranged 20/40 (one creature); +11 vs. AC Hit: 1d10 + 7 damage. FREE ACTIONS Elven Accuracy * Encounter Effect: An elf can reroll an attack roll. It must use the second roll, even if its lower. Skills Nature +12, Stealth +12 Str 13 (+3) Dex 20 (+7) Con 14 (+4) Int 12 (+3) Wis 16 (+5) Cha 11 (+2)
2 Gravehounds (G)
Medium natural animate (undead) HP 54; Bloodied 27 AC 15; Fortitude 17; Reflex 13; Will 13 Speed 8 Immune disease, poison; Resist 10 necrotic TRAITS Zombie Weakness
Level 3 Brute
A critical hit automatically reduces the zombie to 0 hit points. STANDARD ACTIONS m Bite (necrotic) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d6 + 5 damage, and the target takes ongoing 5 necrotic damage (save ends) and is knocked prone if it is Medium size or smaller. TRIGGERED ACTIONS M Death Jaws * Encounter Trigger: When reduced to 0 hit points. Effect (Immediate Reaction): The gravehound makes a bite attack against a target within its reach. Roll a d20. On a 15 or higher, the gravehound is instead reduced to 1 hit point. Str 16 (+4) Con 14 (+3) Dex 13 (+2) Int 1 (4) Wis 10 (+1) Cha 3 (3)
Alignment evil Languages Common, Draconic, Elven Equipment leather armor, longsword, longbow, 30 arrows
5 Hobgoblin Grunts (G)


XP 38
AREA 12: HOBGOBLIN GUARD ROOM

4 Hobgoblin Soldiers (S)
Medium natural humanoid (goblin) HP 47; Bloodied 24 AC 20; Fortitude 18; Reflex 16; Will 16
Alignment unaligned
Languages
Level 3 Soldier
HP 1; a missed attack never damages a minion Initiative +4 AC 17; Fortitude 15; Reflex 13; Will 12 Perception +1 Speed 6 Low-Light Vision TRAITS Phalanx Soldier The hobgoblin grunt gains a +2 bonus to AC while at least one hobgoblin ally is adjacent to it. STANDARD ACTIONS m Longsword (weapon) * At-Will
Ninaran, Elf Archer
Level 4 Artillery
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Attack: Melee 1 (one creature); +8 vs. AC Hit: 6 damage. TRIGGERED ACTIONS Hobgoblin Resilience * Encounter Trigger: The hobgoblin is subject to an effect that a save can end. Effect (Immediate Reaction): The hobgoblin can make a saving throw against the triggering effect. Skills Athletics +6, History +2 Str 18 (+5) Dex 14 (+3) Con 15 (+3) Int 10 (+1) Wis 13 (+2) Cha 9 (+0) Str 14 (+4) Con 12 (+3) Dex 12 (+3) Int 1 (-3) Wis 10 (+2) Cha 8 (-1) within 5 squares of it a +2 bonus to its next ranged attack roll against the same target. TRIGGERED ACTIONS Hobgoblin Resilience * Encounter Trigger: The hobgoblin is subject to an effect that a save can end. Effect (Immediate Reaction): The hobgoblin can make a saving throw against the triggering effect. Skills Athletics +5, History +6 Str 14 (+3) Dex 19 (+5) Con 15 (+3) Int 11 (+1) Wis 14 (+3) Cha 10 (+1)
Alignment unaligned
Languages
Alignment evil Languages Common, Goblin Equipment leather armor, longsword, longbow, arrows (30)
Deathjump Spider
Medium natural beast (spider) HP 52; Bloodied 26 AC 18; Fortitude 17; Reflex 16; Will 15 Speed 6, climb 6 (spider climb) Resist 5 poison TRAITS Web Walk
Level 4 Skirmisher
XP 175 Initiative +5 Perception +7 Tremorsense 5


XP 38
HP 1; a missed attack never damages a minion Initiative +4 AC 17; Fortitude 15; Reflex 13; Will 12 Perception +1 Speed 6 Low-Light Vision TRAITS Phalanx Soldier The hobgoblin grunt gains a +2 bonus to AC while at least one hobgoblin ally is adjacent to it. STANDARD ACTIONS m Longsword (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 6 damage. TRIGGERED ACTIONS Hobgoblin Resilience * Encounter Trigger: The hobgoblin is subject to an effect that a save can end. Effect (Immediate Reaction): The hobgoblin can make a saving throw against the triggering effect. Skills Athletics +6, History +2 Str 18 (+5) Dex 14 (+3) Con 15 (+3) Int 10 (+1) Wis 13 (+2) Cha 9 (+0)
The spider ignores difficult terrain composed of webs. STANDARD ACTIONS m Bite (poison) * At-Will Attack: Melee 1 (one creature); +9 vs. AC Hit: 1d6 + 3 damage, and the target takes ongoing 5 poison damage (save ends). M Death from Above * Recharge 4 5 6 Effect: The spider jumps up to 6 squares. This movement does not provoke opportunity attacks. After the jump, the spider uses bite, knocking the target prone on a hit. MOVE ACTIONS Prodigious Leap * Encounter Effect: The spider jumps up to 10 squares. This movement does not provoke opportunity attacks. Skills Athletics +9, Stealth +9
AREA 13: HOBGOBLIN BARRACKS

Hobgoblin Archers (A)
Medium natural humanoid (goblin) HP 39; Bloodied 20 AC 17; Fortitude 13; Reflex 15; Will 13 Speed 6 STANDARD ACTIONS m Longsword (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d8 + 4 damage. r Longbow (weapon) * At-Will Attack: Ranged 20/40 (one creature); +10 vs. AC Hit: 1d10 + 5 damage, and the hobgoblin archer grants an ally
Level 3 Artillery
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Medium natural humanoid (goblin) HP 47; Bloodied 24 AC 20; Fortitude 18; Reflex 16; Will 16 Speed 5 TRAITS Phalanx Soldier The hobgoblin soldier gains a +2 bonus to AC while at least one hobgoblin ally is adjacent to it. STANDARD ACTIONS m Flail (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d10 + 5 damage, the target is marked and slowed until the end of the hobgoblin soldiers next turn. M Formation Strike (weapon) * At-Will Requirement: Flail Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d10 + 5 damage, and the hobgoblin soldier shifts 1 square provided it ends in a space adjacent to another hobgoblin. TRIGGERED ACTIONS Hobgoblin Resilience * Encounter Trigger: The hobgoblin is subject to an effect that a save can end. Effect (Immediate Reaction): The hobgoblin can make a saving throw against the triggering effect. Skills Athletics +10, History +8 Str 19 (+5) Dex 14 (+3) Con 15 (+3) Int 11 (+1) Wis 14 (+3) Cha 10 (+1)
Level 3 Soldier
Attack: Melee 1(one creature); +8 vs. AC Hit: 1d8 + 4 damage. M Shock Staff (ligtning, weapon) * Recharge 4 5 6 Requirement: Quarterstaff Attack: Melee 1 (one creature); +8 vs. AC Hit: 2d10 + 2 lightning damage, and the target is dazed until the end of the hobgoblins next turn. R Force Lure (force) * Recharge 5 6 Attack: Ranged 5 (one creature); +6 vs. Fortitude Hit: 2d6 + 6 force damage, and the target slides 3 squares. C Force Pulse (force) * Recharge 6 Attack: Close blast 5 (creatures in the blast); +6 vs. Reflex Hit: 2d8 + 4 force damage, and the target is pushed 1 square and knocked prone. Miss: Half damage, and the target is neither pushed nor knocked prone. TRIGGERED ACTIONS Hobgoblin Resilience * Encounter Trigger: The hobgoblin is subject to an effect that a save can end. Effect (Immediate Reaction): The hobgoblin can make a saving throw against the triggering effect. Skills Arcana +10, Athletics +4, History +12 Str 13 (+2) Dex 14 (+3) Wis 16 (+4) Con 14 (+3) Int 19 (+5) Cha 13 (+2) Alignment evil Languages Common, Goblin Equipment robes, quarterstaff
TRAITS Phalanx Soldier The hobgoblin grunt gains a +2 bonus to AC while at least one hobgoblin ally is adjacent to it. STANDARD ACTIONS m Longsword (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 6 damage. TRIGGERED ACTIONS Hobgoblin Resilience * Encounter Trigger: The hobgoblin is subject to an effect that a save can end. Effect (Immediate Reaction): The hobgoblin can make a saving throw against the triggering effect. Skills Athletics +6, History +2 Str 18 (+5) Dex 14 (+3) Con 15 (+3) Int 10 (+1) Wis 13 (+2) Cha 9 (+0)

Medium natural humanoid (goblin) HP 47; Bloodied 24 AC 20; Fortitude 18; Reflex 16; Will 16 Speed 5 TRAITS Phalanx Soldier
Level 3 Soldier
Hobgoblin Warcaster (W)
Level 3 Controller (Leader)

Medium natural humanoid (goblin) HP 46; Bloodied 23 AC 17; Fortitude 13; Reflex 15; Will 14 Speed 6 STANDARD ACTIONS m Quarterstaff (weapon) * At-Will
AREA 14: THE WARCHIEF'S COUNCIL ROOM

The hobgoblin soldier gains a +2 bonus to AC while at least one hobgoblin ally is adjacent to it. STANDARD ACTIONS m Flail (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d10 + 5 damage, the target is marked and slowed until the end of the hobgoblin soldiers next turn. M Formation Strike (weapon) * At-Will Requirement: Flail Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d10 + 5 damage, and the hobgoblin soldier shifts 1 square

XP 38
HP 1; a missed attack never damages a minion Initiative +4 AC 17; Fortitude 15; Reflex 13; Will 12 Perception +1 Speed 6 Low-Light Vision
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provided it ends in a space adjacent to another hobgoblin. TRIGGERED ACTIONS Hobgoblin Resilience * Encounter Trigger: The hobgoblin is subject to an effect that a save can end. Effect (Immediate Reaction): The hobgoblin can make a saving throw against the triggering effect. Skills Athletics +10, History +8 Str 19 (+5) Dex 14 (+3) Con 15 (+3) Int 11 (+1) Wis 14 (+3) Cha 10 (+1) C Tactical Deployment * Recharge 5 6 Effect: Close burst 5 (allies in the burst). Each target can shift up to 3 squares. TRIGGERED ACTIONS Hobgoblin Resilience * Encounter Trigger: The hobgoblin is subject to an effect that a save can end. Effect (Immediate Reaction): The hobgoblin can make a saving throw against the triggering effect. Skills Athletics +12, Intimidate +7, Stealth +9 Str 20 (+7) Dex 14 (+4) Wis 16 (+5) Con 16 (+5) Int 12 (+4) Cha 10 (+2) Alignment evil Languages Common, Goblin Equipment scale armor, heavy shield, spear it, automatically being hit with engulf. STANDARD ACTIONS m Slam (acid) * At-Will Attack: Melee 1 (one creature); +8 vs. Fortitude Hit: 2d6 + 9 acid damage, and the target is immobilized (save ends). M Engulf (acid) * At-Will Requirement: The cube must have no more than two creatures grabbed. Attack: Melee 1 (one or two creatures); +8 vs. Reflex Hit: The cube grabs the target (escape DC 15) and pulls the target into its space. Until the grab ends, the target takes ongoing 10 acid damage and is dazed. When the cube moves, it pulls with it any creature grabbed by it, and the creature remains grabbed and within the cube's space. This movement does not provoke an opportunity attack from the grabbed creature. Str 14 (+4) Con 18 (+6) Dex 14 (+4) Int 1 (3) Wis 13 (+3) Cha 1 (3)
Taak Hobgoblin Warchief (G)

Medium natural humanoid HP 128; Bloodied 64 AC 21; Fortitude 21, Reflex 18, Will 19 Speed 5 Saving Throws +2; Action Points 1 TRAITS Lead from the Front
Level 5 Elite Soldier (Leader)

When Ta'ak hits an enemy with a melee attack, the hobgoblins allies gain a +2 bonus to attack rolls and damage rolls against that enemy until the end of the hobgoblin warchief's next turn. Warlord Tactics Tra'ak and his allies deal an extra 1d6 damage against enemies that Tra'ak flanks. STANDARD ACTIONS m Spear (weapon) * At-Will Attack: Melee 1 (one creature); +10 vs. AC Hit: 2d8 + 4 damage. Effect: Ta'ak marks the target until the end of the hobgoblin warchiefs next turn. MINOR ACTIONS C Commander's Strike * At-Will 1/round Effect: Close burst 5 (one ally in the burst). The ally makes a melee basic attack as a free action.
AREA 15: CORRIDORS OF THE CUBE

Gelatinous Cube (G)
Large natural beast (ooze)
Alignment unaligned
Languages
2 Corruption Corpses (C)

Medium natural animate (undead) XP 400 HP 46; Bloodied 23 AC 17; Fortitude 16; Reflex 14; Will 14 Speed 4 Immune disease, poison; Resist 5 necrotic TRAITS Regeneration
Level 4 Artillery
Level 5 Elite Brute
HP 156; Bloodied 78 Initiative +4 AC 17; Fortitude 18; Reflex 16; Will 15 Perception +3 Speed 3, climb 3 Blind, blindsight 5 Immune blinded, gaze effects; Resist 5 acid Saving Throws +2; Action Points 1 TRAITS Ooze While squeezing, the ooze moves at full speed rather than half speed, it doesn't take the -5 penalty to attack rolls, and it doesn't grant combat advantage for squeezing. Translucent The cube is invisible until seen (Perception DC 25) or until it attacks. A creature that fails to notice the cube might walk into
The corruption corpse regains 5 hit points whenever it starts its turn and has at least 1 hit point. When the corruption corpse takes radiant damage, its regeneration does not function on its next turn. Grave Stench * Aura 1 Living enemies in the aura take a -5 penalty to attack rolls. STANDARD ACTIONS m Slam * At-Will
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Attack: Melee 1 (one creature); +9 vs. AC Hit: 1d8 + 5 damage. R Mote of Corruption (necrotic) * At-Will Attack: Ranged 10 (one creature); +9 vs. Reflex Hit: 2d6 + 5 necrotic damage, and the target is weakened (save ends). TRIGGERED ACTIONS C Death Burst (necrotic) Trigger: When reduced to 0 hit points. Attack: Close burst 1 (creatures in burst); +9 vs. Fortitude Hit: 2d6 + 5 necrotic damage. Str 16 (+5) Con 16 (+5) Dex 13 (+3) Int 4 (1) Wis 12 (+3) Cha 3 (2) * DC 14: The character realizes that the statue is articulated. * DC 21: The character notices a well-hidden access panel on the statues dais. Initiative +7 Trigger When a creature moves within 4 squares of the giant warrior statue or when another trap in the room activates, the statue rolls initiative. Attack Standard Action Close burst 5 Targets: All non-Evil creatures in the burst Attack: +9 vs. AC Hit: 1d8 + 5 damage, and the target is knocked prone. Countermeasures * A character can make a DC 15 Athletics check to climb onto the statue. The statue cannot attack a character that has climbed onto it. * The statue stops attacking if it reduced to 0 hit points. The statue has the following statistics: AC 12, Fortitude 10, Reflex 5, hp 50, resist 5 to all damage. * A character adjacent to the statue can access a secret panel to disable the trap. Disabling the trap requires a total of 4 successful DC 14 Thievery checks. When a creature moves within 5 squares of either dragon statue, the statue rolls initiative. Attack Standard Action Close blast 5 Targets: All creatures in the blast Attack: +6 vs. Reflex Hit: 1d6 + 5 force damage, and the target is pushed 3 squares. Countermeasures * A character can make a DC 15 Athletics check to climb onto a dragon statue. A statue cannot attack a character that has climbed onto it. * A statue stops attacking if it reduced to 0 hit points. Each statue has the following statistics: AC 15, Fortitude 10, Reflex 5, hp 40, resist 5 to all damage. * A character adjacent to the statue can disable its trap by disfiguring or altering some of the arcane symbols carved into the statue. Disabling a dragon statue requires a total of 4 successful DC 13 Arcana or Thievery checks.
Alignment unaligned
Languages
Whirlpool Trap
Level 4 Obstacle
Trap XP 175 The four cherub statues tip their vases downward and release a deluge of water. At the same time, transparent walls shimmer into existence, cutting off all avenues of escape. Trap: Two indestructible walls of arcane energy appear (as shown on the map), trapping creatures in the 4-squareby- 6square hallway with the cherub statues, which begin pouring water into the hall. At the start of the traps third turn, when the water is 5 feet deep, a whirlpool forms and batters all creatures trapped in the hall. Perception * DC 14: The vases are inscribed with arcane symbols. Initiative +2 Trigger When a creature moves into the 4-square-by-4-square area between the statues, the arcane walls appear and the trap rolls initiative. At the start of the traps third turn and each turn thereafter, the whirlpool attacks on its turn.
2 Dragon Statues
Trap
Level 3 Blaster
XP 150
AREA 16: CHAMBER OF STATUES

Giant Warrior Statue Level 4 Blaster
Trap XP 175 This 20-foot-tall, articulated sword-wielding statue swings its weapon in a deadly arc. Trap: Each round on its initiative, the statue swings its sword, attacking all non-Evil creatures in a close burst 4. (For purposes of counting squares, the statue occupies the 2 x 2 area in the middle of the dais.) Perception
Magical energy spews from the mouths of these dragon statues. Trap: Each round on its initiative, a dragon statue unleashes a blast of force that pushes creatures away from it. Perception * DC 13: The character sees arcane symbols carved into the dragon statue. Arcana * DC 21: The character realizes that the arcane symbols on the dragon statues allow it to breathe blasts of force. Initiative +3 Trigger
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Attack Standard Action Targets: All creatures trapped between the arcane walls. Effect: 1d8 + 5 damage, the target slides adjacent to a random cherub statue, and the target is slowed and takes a -5 penalty to attack rolls and skill checks until the end of the traps next turn. Countermeasures * If all four cherub vases are destroyed, the arcane walls disappear and the statues stop pouring water. Each vase has the following statistics: AC 20, other defenses 15, hp 10. Hit: The zombie grabs the target (escape DC 12) if it does not have a creature grabbed. TRIGGERED ACTIONS Deathless Hunger * Encounter Trigger: The zombie is reduced to 0 hit points, but not by a critical hit. Effect (No Action): Roll a d20. On a 15 or higher, the zombie is instead reduced to 1 hit point. Str 16 (+4) Con 13 (+2) Dex 8 (+0) Int 1 (4) Wis 8 (+0) Cha 3 (3)
12 Zombie Rotters (R)


XP 38 Initiative -2 Perception +1 Darkvision
HP 1; a missed attack never damage a minion AC 15; Fortitude 16, Reflex 13, Will 13 Speed 4 Immune disease, poison STANDARD ACTIONS m Slam * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 7 damage. TRIGGERED ACTIONS Deathless Hunger * Encounter
Alignment unaligned
Languages
AREA 17: GHOUL WARREN

Ghoul (G)
Medium natural humanoid (undead) HP 63; Bloodied 31 AC 21; Fortitude 17, Reflex 19, Will 16 Speed 8, climb 4 Immune disease, poison; Resist 10 necrotic TRAITS Weakened Paralysis
Kalarel's Clay Scout (S)

Small natural animate (construct, homunculus) HP 31; Bloodied 16 AC 16; Fortitude 13; Reflex 14; Will 15 Speed 6, fly 3 (clumsy) Immune disease, poison TRAITS Guard Object
Level 2 Lurker
Level 5 Soldier
Trigger: The zombie is reduced to 0 hit points, but not by a critical hit. Effect (No Action): Roll a d20. On a 15 or higher, the zombie is instead reduced to 1 hit point. Str 17 (+4) Con 14 (+3) Dex 7 (-1) Int 1 (-4) Wis 8 (+0) Cha 3 (-3)
Alignment unaligned
Languages
Whenever the ghoul takes radiant damage, one creature immobilized or stunned by the ghoul can make a saving throw against one of those effects. STANDARD ACTIONS m Claw * At-Will Attack: Melee 1 (one creature); +10 vs. AC Hit: 2d6 + 6 damage, and the target is immobilized (save ends). m Ghoulish Bite * At-Will Attack: Melee 1 (one immobilized, restrained, stunned, or unconscious creature); +10 vs. AC Hit: 4d6 + 6 damage, and the target is stunned (save ends). Skills Stealth +11 Str 14 (+4) Dex 19 (+6) Con 15 (+4) Int 10 (+2) Alignment chaotic evil Wis 11 (+2) Cha 12 (+3)
2 Zombies (Z)
Level 2 Brute
The clay scout gains a +4 bonus to attack rolls against targets adjacent to or carrying its guarded object. Limited Invisibility (illusion) The clay scout is invisible to dazed creatures. STANDARD ACTIONS m Bite (poison) * At-Will Attack: Melee 1 (one creature); +7 vs. AC Hit: 1d8 + 5 damage, and the homunculus makes a secondary attack against the same target. Secondary Attack: +5 vs. Fortitude Hit: The target is slowed (save ends). R Mind Touch (psychic) * At-Will Attack: Ranged 10 (one creature); +5 vs. Reflex Hit: 1d6 + 4 psychic damage, and the target is dazed (save ends). TRIGGERED ACTIONS Redirect * At-Will
A critical hit automatically reduces the zombie to 0 hit points. STANDARD ACTIONS m Slam * At-Will Attack: Melee 1 (one creature); +7 vs. AC Hit: 1d12 + 4 damage, or 1d12 + 9 against a grabbed target. M Zombie Grab * At-Will Attack: Melee 1 (one creature); +4 vs. Reflex
Languages Common
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Trigger: When targeted by a melee or ranged attack. Effect (Immediate Interrupt): The clay scout makes an attack against the attacker: +5 vs. Will; the triggering attack targets a creature adjacent to the clay scout instead (as chosen by the clay scout). Skills Stealth +8 Str 10 (+1) Con 13 (+2) Dex 15 (+3) Int 10 (+1) Wis 10 (+1) Cha 16 (+4) AC 19; Fortitude 17; Reflex 14; Will 15 Speed 6 TRAITS Blessing of Orcus * Aura 10 Allies in the area gain death attack. Closer to Orcus While bloodied, the Orcus underpriest gains a +2 bonus to melee attack rolls and a +3 bonus to melee damage rolls. STANDARD ACTIONS m Mace (weapon) * At-Will Attack: Melee 1 (one creature); +10 vs. AC Hit: 2d6 + 6 damage. r Shadow Curse * At-Will XP 50 Attack: Ranged 5 (one creature); +8 vs. Fortitude Hit: 2d8 + 4 necrotic damage, and the target has a -2 AC until the end of the Orcus underpriest's next turn. Infuse with Shadow (healing) * Recharge 5 6 Effect: Target ally within 5 squares gains a +5 bonus to attack rolls until the end of its next turn. In addition, the target heals 10 hp. TRIGGERED ACTIONS Death Attack Trigger: When reduced to 0 hp. Effect (Free): Before he dies, the Orcus underpriest can make a basic melee or ranged attack against a target within reach. Skills Religion +8 Str 17 (+5) Con 16 (+5) Alignment evil Dex 14 (+4) Int 11 (+2) Wis 12 (+3) Cha 17 (+5) Perception +3 m Greataxe (weapon) * At-Will Attack: Melee 1 (one creature); +9 vs. AC Hit: 1d12 + 8 damage (crit 1d12+20). R Handaxe (weapon) * At-Will Attack: Ranged 5/10 (one creature); +9 vs. AC Hit: 2d6 + 5 damage. TRIGGERED ACTIONS M Battle Fury * Encounter Trigger: When first bloodied. Effect (Free): The cult berserker makes a greataxe attack with a +4 bonus to the attack roll and deals an extra 1d6 damage on a hit. Skills Athletics +9, Endurance +9 Str 17 (+5) Dex 12 (+3) Con 16 (+5) Int 10 (+2) Wis 11 (+2) Cha 12 (+3)
Alignment unaligned
Languages
AREA 18: CATHEDRAL OF SHADOWS

5 Vampire Spawn Fleshrippers
Medium natural humanoid (undead)
HP 1; a missed attack never damages a minion Initiative +7 AC 21; Fortitude 17; Reflex 18; Will 17 Perception +9 Speed 7, climb 4 (spider climb) Darkvision Immune disease, poison; Resist 5 necrotic TRAITS Destroyed by Sunlight Whenever the vampire starts its turn in direct sunlight, it can take only a single move action during its turn. If it ends that turn in direct sunlight, it turns to ash and is destroyed. STANDARD ACTIONS m Claw (necrotic) * At-Will Attack: Melee 1 (one creature); +10 vs. AC Hit: 6 necrotic damage (8 necrotic damage against a bloodied target). Str 17 (+5) Con 14 (+4) Alignment evil Dex 16 (+5) Int 9 (+1) Wis 14 (+4) Cha 12 (+3)
Alignment any Languages Common Equipment hide armor, greataxe, handaxe x2
Dark Creeper
Small shadow humanoid HP 54; Bloodied 27 AC 18; Fortitude 15; Reflex 17; Will 15 Speed 6 TRAITS Combat Advantage
Level 4 Skirmisher
The dark creeper deals an extra 1d6 damage on melee and ranged attacks against any target it has combat advantage against. STANDARD ACTIONS m Dagger (weapon) * At-Will Attack: Melee 1 (one creature); +9 vs. AC Hit: 2d4 + 7 damage. R Dagger (weapon) * At-Will Attack: Ranged 5/10 (one creature); +9 vs. AC Hit: 2d4 + 7 damage. MOVE ACTIONS Dark Step * At-Will
Languages Common, Goblin
2 Orcus Berserkers (B)

Medium natural humanoid HP 66; Bloodied 33 AC 16; Fortitude 16; Reflex 14; Will 14 Speed 7 STANDARD ACTIONS
Level 4 Brute
Languages Common
Orcus Underpriest (U)

Medium natural humanoid (human) HP 64; Bloodied 32
Level 5 Controller
XP 200 Initiative +4
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Effect: The dark creeper moves up to 4 squares, gains a +4 bonus to AC against opportunity attacks, and gains combat advantage against any target that it ends its move adjacent to. TRIGGERED ACTIONS C Killing Dark Trigger: When reduced to 0 hit points. Effect: Close burst 1 (targets enemies); each target is blinded (save ends). When slain, a dark creeper explodes in a spout of darkness. Skills Stealth +11, Thievery +11 Str 11 (+2) Dex 18 (+6) Con 14 (+4) Int 13 (+3) Wis 14 (+4) Cha 13 (+3) Speed 5 Saving Throws +2; Action Points 2 STANDARD ACTIONS m Rod of Ruin (weapon) * At-Will Attack: Melee 1 (one creature); +13 vs. AC Hit: 2d6 + 5 damage plus ongoing 5 necrotic damage (save ends). r Decaying Ray (necrotic) * At-Will Attack: Ranged 10 (one creature); +11 vs. Fortitude Hit: 2d6 + 5 necrotic damage, and the target is weakened (save ends). C Unlife to Life (healing) * Encounter Effect: Close burst 5; undead allies heal 5 hp and can shift 3 as an immediate action. MINOR ACTIONS M Touch of Ruin (necrotic) * At-Will 1/round Attack: Melee 1 (one creature); +11 vs. Fortitude Effect: Target gains only half the value of healing done to it until the end of Kalarel's next turn. R Call of the Grave (necrotic) * Recharge 4 5 6 1/round Attack: Ranged 5 (one creature taking ongoing necrotic damage); +11 vs. Fortitude Hit: The target is immobilized until the end of Kalarel's next turn. Skills Religion +12 Str 21 (+9) Dex 12 (+5) Con 21 (+9) Int 10 (+4) Alignment evil Wis 21 (+9) Cha 12 (+5) the portal can be reversed. However, neither the portal nor the Thing inside it can be damaged in any way. * DC 21: The character knows that the portal leads to a place of unspeakable evil in the Shadowfell. Any living creature that passes through the portal dies instantly. Perception * DC 14: Although the whispers are mostly unintelligible, the character hears the portal whisper the name Kalarel. Initiative +3 Trigger The trap rolls initiative at the start of the encounter. On its turn, it makes a whispering lure attack and a grasping claws attack. Whispering Lure (Attack) Minor Action Ranged 20 Targets: One creature in range Attack: +7 vs. Will Hit: The target is pulled 5 squares toward the mouth of the portal, stopping when it enters a square within reach of the Things grasping claws. Grasping Claws (Attack) Standard Action Melee 5 Targets: One creature Attack: +9 vs. AC Hit: 1d10 + 7 damage, and the target slides 1 square. Kalarel regains 5 hit points if he is standing in the evil magic circle in front of the portal. Countermeasures * Characters can close the portal with a successful skill challenge.
Alignment unaligned Languages Common Equipment black garments, dagger x5
Languages Common, Draconic, Goblin
The Thing in the Portal
Level 4 Lurker
XP 175
8 Skeleton Sentinels (S)


XP 63
AREA 19: THE SHADOW RIFT

Kalarel, Scion of Orcus
Medium natural humanoid (human) HP 186; Bloodied 93 AC 22; Fortitude 21; Reflex 19; Will 21
Hazard Claws of black shadow erupt from a dark, whispering portal. XP 700
Level 8 Elite Controller

Initiative +5 Perception +9
Trap: The trap uses evil whispers to draw enemies toward it, whereupon it attacks with its grasping claws. Arcana or Religion * DC 14: The character deduces that the ritual used to open
HP 1; a missed attack never damages a minion Initiative +8 AC 17; Fortitude 15; Reflex 16; Will 15 Perception +3 Speed 6 Darkvision Immune disease, poison; Resist 5 necrotic STANDARD ACTIONS
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m Longsword (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 6 damage, and the skeleton sentinel can shift 1 square before or after making the attack. r Shortbow (weapon) * At-Will Attack: Ranged 15/30 (one creature); +8 vs. AC Hit: 6 damage, and the target is slowed until the end of the skeleton sentinels next turn. Str 15 (+5) Con 13 (+4) Dex 17 (+6) Int 3 (1) Wis 14 (+5) Cha 3 (1) Effect: Ranged 10 (one allied minion is destroyed). The minion regains 1 hit point and stands as a free action. Skills Arcana +10, Religion +10 Str 10 (+2) Dex 14 (+4) Con 14 (+4) Int 16 (+5) Alignment evil Wis 9 (+1) Cha 18 (+6)
Languages Common
Shallowgrave Wight (W)

Medium natural humanoid (undead)
Level 4 Controller
HP 54; Bloodied 27 AC 18; Fortitude 15; Reflex 16; Will 17 Speed 6 Immune disease, poison; Resist 10 necrotic; Vulnerable 5 radiant STANDARD ACTIONS m Claw (necrotic) * At-Will
Attack: Melee 1 (one creature); +9 vs. AC Hit: 1d6 necrotic damage, and the target loses a healing surge. R Grave Bolt (necrotic) * At-Will Attack: Ranged 20 (one creature); +7 vs. Reflex Hit: 1d6 + 8 necrotic damage, and the target is immobilized (save ends). C Death Grimace (fear) * Recharge 5 6 Attack: Close blast 5 (creatures in blast); +7 vs. Will Hit: the target moves its speed away from the shallowgrave wight as a free action, and the target is considered weakened whenever it makes an attack that includes the shallowgrave wight as a target (save ends). MINOR ACTIONS R Reanimate (healing) * At-Will
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DM'S ROLEPLAYING ADVICE

Many people complains that 4th Edition is too combat centric and with too little focus on role-playing. Jacktannery is here showing how he changed H1: Keep of the Shadowfell into a more role-playing centric adventure, while still using the 4th Edition rules. /Myrhdraak
If you make the suggested changes your PCs will lose out in 2,500 XP during this module. Happily, Myrhdraak has added 2,500 extra XP, so if you make these changes you don't need to reduce the XP in H1 by 10% as suggested by Myrhdraak in the "XP Analysis" appendix.
I AM THE GHOST KNIGHT OF THE KEEP OF THE SHADOWFELL, ETERNAL GUARDIAN OF THE ANCIENT SECRET ARMORY! PREPARE THEE TO BE SLAIN! Two dim lights like eyes start glowing red adjacent to you, and as your eyes adjust you see that they shine from within an empty black helmet, which in turn floats atop a suit of black metal armor decorated with little white skulls and crossbones symbols. The armor clutches a huge black axe. Actually I think there is supposed to be some sort of riddle contest now. Theres hardly much point death is inevitable and you'll find that you won't achieve any of your goals in life anyway. I should probably have practised this speech better ... There is an awkward heavy silence in the claustrophobic space. THOU MUST CONTEST ME IN A CHALLENGE OF INTELLECT, AFTER WHICH, THOU SHALT BE SLAIN! Another pause. I cant really remember what was supposed to happen if you win the riddle contest. Do you mind checking the notes on the desk there? The armor raises an arm and points to the side with a black gauntlet, and Brandish (whose eyes are beginning to adjust) makes out the remains of an ancient table with a pile of dust atop it. All around the tiny chamber are rusted weaponracks, spears and shields on walls, and rotten chests. If you cant be bothered, I could just SLAY THEE now. I dont really care either way. The armor ghost's notes have crumbled into dust, and the few fragments of parchment PCs are able to find are totally illegible. There is no treasure in the room (the treasure is Sir Davin's armor). Sir Davin waits for the PCs to tell him what the rules are (he can't recall).
6. HIDDEN ARMORY
Remove the Zombies and make this a role-playing encounter. Instead of zombies, the adventurers encounter Sir Davin, who was a guard that Sir Keegan had made responsible to guard the armory as he hunted down and murdered his wife and children and the nanny in a rage (who then became the zombies in the previous encounter). Sir Davin had stuck to his orders and refused to help the women and the children when they had come seeking his protection, so he was cursed to become a armor ghost for eternity. As the adventurers enter the Armory read: You push through the immaterial wall, following the sound of the moaning. It is thick and hard to breath as you move through it and you see nothing but pitch blackness even as you sense you have emerged into a pitch-black room that smells small, old and damp. The moaning stops abruptly. Erm, hello. Im Sir Davin. Are you here for the treasure? the voice is high-pitched, slightly camp and male. It carries through the illusory wall to those waiting beyond, and seems to be coming from somewhere very close. I thought no-one would ever come. Waste of time this. Anyway, here goes the voice clears its throat.
OVERALL CHANGES
Since Myrdraak has added many new excellent encounters to the H1+ series in his Prince of Undeath conversion, this allows GMs to remove some of the less good original combat encounters in the modules. The reason this is a good idea is that the original modules contain too-many similar combat encounters that turn a potentially good story into a grind. I've listed below the suggestions for removing some of the original combat encounters. XP implications for changes: Encounter 6. Hidden Armory 10. Kruthik Lair 11. The Water Cave 13. Hobgoblin Barracks 18. Cathedral of Shadow TOTAL Old XP 500 1036 750 790 975 4051 New XP 500 300 300 200 200 1500
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win time slays you eventually anyway. I cant say I see much difference, but if thats what the notes say and if it stops you arguing, Ill go with it. Sir Davin is very chatty throughout. Ive been bored out of my mind for well over a hundred years, waiting for someone to come and be slain. And then, after an eternity of empty nothingness, I get you. And as you probably noticed, the Commander and his family havent exactly been riveting company. Right, this is how it works. I ask you a riddle, and one of you asks one back to me. After three riddles each, we count up the scores. If you lose, you all get slain. If you win, you can take the treasure but youll probably have a boring life and die much more painfully from infirmity due to old age. Sir Davin makes up the first two riddles on the spot, having forgotten the real ones. RIDDLE ONE! Sir Davin bellows, the words unexpectedly loud, as if they have been practiced for some time. A dungeon so dangerous that those who enter it never leave; a dragon so deadly that no hero can defeat it! Name the most dangerous dungeon and most frightful dragon in all of the land! He stands still, awaiting your reply, certain you have no idea. If they invent rules, agree and run with it - probably they will suggest a riddle contest best of three. The ghost knight considers, and consents. Very well, that makes sense: if you lose I slay you with the axe; if you There is no correct answer, but Sir Davin is thinking of something like 'Tomb of Horrors' and 'Tiamat', which were the most powerful when Sir Davin started his eternal vigil. PCs can answer anything and still be correct so long as they can convince Sir Davin its been 300 years since he was last in the world. Too difficult, perhaps? Sir Davin the ghost knight inquires, thoughtfully running a gauntleted finger down the sharp blade of his black axe. Well, not to worry: it is the best of three after all. You can pass on this one, and hopefully you will get the next. Or feel free to have a guess, though your situation is obviously hopeless. In any case you must now ask me a riddle in return. If PCs get frustrated Sir Davin is more than happy to oblige with combat. He is a ghost armor that immidetly animates six nearby armor that joins him in the battle. Throughout combat the riddle challenge continues. Sir Davin follows the PCs everywhere. Armor Ghost (G)
Medium shadow humanoid HP 92; Bloodied 46 AC 19; Fortitude 16; Reflex 13; Will 15 Speed 8, fly 8 (clumsy) Immune disease, poison; Resist 5 cold Saving Throws +2; Action Points 1 TRAITS Insubstantial
Level 3 Elite Soldier

The ghost takes only half damage from any damage source except those that deal force damage. STANDARD ACTIONS m Greatsword (weapon; cold) * At-Will Attack: +8 vs. AC Hit: 1d8 damage plus 6 cold damage. M Blade Sweep * At-Will Effect: The armor ghost uses greatsword twice against two different targets within reach.
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C Cold (cold) * Recharge 5 6 Attack: Close burst 3; +6 vs. Reflex Hit: 1d6 + 7 cold damage. MINOR ACTIONS Animate Armor * Recharge 5 6 1/round The ghost armor animates one nearby armor into an animated armor that appears in any unoccupied square nearby. The animated armor immediately attacks on the same initiative count as the ghost armor. TRIGGERED ACTIONS Tactical Step * At-Will Trigger: When the ghost armor hits with an opportunity attack. Effect (Free): The ghost armor shifts up to 3 squares. Skills Insight +8 Str 18 (+5) Con 14 (+3) Dex 13 (+2) Int 8 (+0) Wis 14 (+3) Cha 10 (+1) Alignment unaligned Languages Equipment longsword, chainmail
But this is of course wrong. Slightly discouraged, Sir Davin finally clicks his skeletal digits and taps his black crystalline bone forehead. 'I have it! I remember the third and final riddle the most difficult one of all. Aha! You will never get this one:' 'A wondrous treasure, Valued by all, sought by many. Found in both victory and defeat, Yet never at the bottom of a treasure chest. It marches before you like a herald, And lives long after you are gone. Of what do I speak?' If the PCs win (or kill Sir Davin) he evaporates leaving only his magic armor.
Sir Davin the Ghost Knight looks impassively at you, its red glowing eyes blinking beneath the black visor perhaps in surprise, confusion or irritation its hard to tell. There is no need to be so rude. If the contest of intellect irritates you than you could have said so politely. Yes, I think we are done. Now, if you all keep still this will be far easier and quicker: prepare to be beheaded. Sir Davin considers all the PC riddles carefully and always concludes that the answer must be 'Depression'. He's happy to be wrong; just glad he has someone to chat to. 'So! hopefully I am winning now. Round Two now what was it again...?' Sir Davin thinks hard, but has clearly also forgotten the second riddle. 'Very well, this will have to do; at least it should be easy for you guys: what is the worst and most inappropriate name possible for a party of adventurers or a group of heroes the worst name in the entire universe!' PCs will probably suggest something silly and ask Sir Davin a second answer in return. When PCs correctly guesses the answer to his second riddle, Sir Davin just nods, depressed. 'Drats. I thought you might know that one. Well, the answer to your riddle is probably going to be abstract again, so its unlikely to be what I was thinking of. I would say that it is probably... DEPRESSION!'.Sir Davin brandishes his black mailed fist and slams it into his other gauntlet then unexpectedly strides around the room, strutting like a peacock.
Alignment evil Languages Common Equipment greatsword, plate armor
6 Animated Armors (A)

Medium shadow animate (construct)

XP 38
HP 1; a missed attack never damages a minion Initiative +4 AC 19; Fortitude 16; Reflex 14; Will 15 Perception +3 Speed 6 Darkvision Immune disease, poison STANDARD ACTIONS m Longsword (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 6 damage. TRIGGERED ACTIONS Parry * Encounter Trigger: When the animated armor is hit with a melee attack. Effect (Immediate Interrupt): The ghost armor parries the attack an takes no damage. Str 18 (+5) Con 14 (+3) Dex 13 (+2) Int 3 (1) Wis 14 (+3) Cha 3 (3)
10. KRUTHIK LAIR

Remove completely, instead turn this area into a secret tunnel that leads out into the clearing outside (very hard to find from outside). PCs crawling through here must avoid the Kruthiks through a short and easy skill challenge. Make the PCs roll dice and roll lots of dice behind a screen, emphasising the narrow constricting tunnels and loud kruthik scratching noises, but none of this has any effect just creeps the PCs out, and they cant fail this. Give PCs 300XP for successfully finding the secret tunnel.
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H1: ORCUS CONVERSION 11. THE WATER CAVE

Turn this encounter into a skill challenge. The slime becomes an evil presence which cannot be defeated through combat alone. Pretend to be keeping track of rolls and keep rolling dice behind a screen but this has no effect; instead try to creep the PCs out. Give PCs 300XP for discovering the history of this room.
18. CATHEDRAL OF SHADOW

This entire encounter is like a mini-ending before the ending, and can be completely removed. Instead, we can make some changes that (i) emphasise Kalarel as an evil madman, (ii) foreshadow the main campaign plot and (iii) add suspense. When the PCs trigger any trap in the Chamber of Statues (encounter 16) an alarm rings downstairs and Kalarel becomes aware of them. A ghostly projection of him appears in the statue room in front of the PCs (the same one as in the dragon burial site) and challenges the PCs. Kalarel Kalerel Kalarel The words echo through the high-ceilinged chamber and something deep inside the large statue creaks and groans as gears shift. A shrill alarm is set off some distance to the south, and moments later a ghostly figure shimmers sinisterly into the centre of the room. Ah, Ninaren about time I was You recognise Kalarels sprectral projection from the burial site. Damnit! not you AGAIN? First you steal the Mirror of Shadows from the excavation site, delaying my work; then you desecrated the Holy Shrine of Orcus under Winterhaven. Then you screwed up the operation with the kobolds, and then the fallcrest mercenaries, which was more serious as my siphoning off of some of the slaves became more noticeable. And now you have somehow got past the Bloodreavers! Well, I admit that you are nothing if not persistent. But you meddling ends here! Kalarels insubstantial projection raises a dark-coloured rod crowned by a black skull even in the desaturated projection you can make out leaking tendrils of red and black necrotic energy playing around the rod.
13. HOBGOBLIN BARRACKS

Cut this encounter out completely. It just adds grind. Instead place a couple of hobgoblins in here (worth 200XP) and have them join in Encounter 12 in Round 2. Also Encounter 12 should be run in such a way as the PCs have a clear option of 1) combat or b) bluffing their way to see Kalarel. If they choose to bluff they should get full XP and be directed straight to the statue room (called 'Audience Room') and told to touch the main statue to call Kalarel.
'traps activate! Gears start grinding under the room. You realise that you have all taken a few steps into the chamber while Kalarel was doing his show-and-tell. A portcullis slams down behind you where the door was and traps you inside the room (its quite old and rusty so only takes a DC15 STR check to lift it up). The large statue starts to jerk into life and the runes on the dragon statues begin glowing. Kalarels ghostly projection wiggles its fingers, as if playing with a stringed puppet, and throws his head back in glee. Ha ha ha ha ha ha ha ha ha! Mwa Ha Ha ha ha ha ha ha. MWA HA HA HA HA HA HA HA HA! Kalarel's projection (immune to damage) watches as the PCs deal with the traps, laughing hysterically the entire time. When they finish, read out something along the lines of the following: As you disrupt the magic of the third statue, the arcane walls collapse and the water floods out, allowing everyone to rush past the trap and open the door in front even as the dragon statues swivel and prepare to shoot off another pair of force bolts at you. As you reach the door, a bolt in the large statue's foot pops out and the entire thing starts to topple over. One of the arms falls off and crumbles to the ground. Behind you Kalarel's spectral projection remains in the room, looking extremely irritated. 'Impertinent morons!' he shakes his fist at you as you flee. 'I cannot allow you to disrupt this ritual I am so close now! If only you hadn't found that damned mirror It would be completed by now; and if my slave supply had been just that little bit more regular enough blood would have been collected to trigger it early! DAMN YOU PESKY BASTARDS!' His face, contorted by rage, all of a sudden goes slack. Even through the washed-out image you can tell that he is
15. CORRIDORS OF THE CUBE

Add a secret passage from the rear room of this encounter that leads to the hidden room in the Ghoul Warren (17). This gives the PCs more options and potentially allows them to bypass the statue room completely if they choose. If they go to the statue room first, the countdown to Kalarel's ritual means they will not have time to go back and check this area out, which is good as it does not add much to the plot.
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unusually pale, the result of weeks spent underground doing gods-know what. Dark purple flesh under his eyes speak of manic exhaustion. 'You leave me no choice. The last of my loyal mortal servants must give themselves up so that Orcus' munificence can come into the world behold the Fane of Orcus!'. The spectral projection pans out and rises through the ceiling into a massive ceremonial room directly above Kalarel, lit by a blazing brazier. The walls are covered in frescos depicting undead rising from the ground, the sun vanishing from the sky, and Orcus smiting the Raven Queen and taking her crown. Tied to a blood-soaked alter, a man sobs and struggles in vain to free himself as a dozen chanting cultists wearing red and black robes with ram's skull tattoos covering their faces prepare to sacrifice him. Flanking the alter are a pair of obsidian pillars that are covered in ghostly faces contorted in torment. Above all this, Kalarel's spectral apparition shimmers into being and sweeps the Rod of Ruin over the collected cultists. One by one they freeze in the middle of their chanting and their limbs start jerking. Blood gurgles up out of their mouths and from their nose and ears and eyes. As they die twitchingly their blood flows in crimson streams across the floor and through a grate surrounding a hole in the floor of this shadowy cathedral, dripping down huge chains that pass through the grate and dangle below. Kalarel's booming and high-pitched laugh fills the room. 'MWA Ha Ha Ha Ha HA HA now everything is in place and nothing can stop me. You will be too late!' The projection blinks out. Now tell the PCs that you have started a countdown to the success of Kalarel's ritual (whatever it does) but also sacrificed all the cultists in the penultimate encounter in the module. Make sure to imply that you have changed the module at the last minute to take into account the fact that they have been so clever and followed all the clues. Tell them you are counting the number of combat rounds that take place between now and when/if you stop the ritual. You don't actually have to count the rounds - this just adds suspense. When the PCs arrive in the Fane of Orcus they find that all Kalarel's servants have been sacrificed - probably they heard the moaning of the dying cultists during the previous encounter with the ghouls. You run down the stairs and into a vast cathedral. The room is shrouded in shadows. The only light emanates from four blue-green crystal columns, sculpted into screaming skulls and bones piled into pillars. A dais along the eastern wall holds a large altar bin, filled with blood. Twenty half-naked bodies hang upside down in the air, their wrists and throats slashed as if by claws. They are dressed in dark purple robes and one wears a horned-ram mask and is covered in tattoos. You can still hear their moaning, even though they ought to be dead. Some unholy power seems to keep them alive, allowing their blood to continue to drip into the altar bin below. A leering statue of a ram faced demon stands behind the altar holding a skull capped wand. Crimson streams of dark coagulated blood trail across the floor from the altar bin and terminate at a grate covering a hole in the middle of the floor of this shadowy cathedral. A mosaic of a grotesque demon head surrounds the grate. Large chains allow access into the central hole in the floor. A strange dark light emanates through this hole and from it you hear the sound of sinister praying, building in volume. As you examine the scene, something shimmers into existence to your right, and the image of a raven appears and transforms into a severe but beautiful middle-aged woman with long black hair and white skin. She remains floating there, at the edge of the room, saying nothing, just watching. If the PCs pray before the apparition of the Raven Queen, she tells them the prophesy below. PCs hearing this are left in no doubt that the Rod of Ruin is extremely important to the fate of the world. In addition she can grant PCs a holy boon of some sort. Additionally PCs examining the cathedral can discover how to end the ritual without defeating Kalarel (see H1 conversion document page 32 'Reversing the Ritual'), which of course involves going downstairs. When the Rod of Ruin walks again, the Age of the Raven will commence. Soul torn apart will rejoin in Death, Bloods Oath to cheat again. The Kings Eye will be found, a Cauldron of Stone the Ravens mound. When Deaths Call will be unheard, five will be chosen the Raven to serve. The Rotting Legion in darkness waits, the Man with Secrets its Throne awaits. The Spire of Souls the five must seek, or souls fate will past Raven leak. Nerulls Gate must sealed remain, or souls fall and the Shackled will be free again. The Raven Queen will end its flight, Death turned into Blood Lords night. The Age of Ravens will have its end, the Dead the earth to walk again. Give the PCs 200 XP if they recognize the Raven Queen and/or examine the blood for a way to end the ritual.
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H1-H3 Orcus Conversion

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H1-H3 Orcus Conversion

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H1: ORCUS CONVERSION

H1: KEEP OF THE SHADOWFELL

H1: ORCUS CONVERSION

H1: ORCUS CONVERSION

H1: ORCUS CONVERSION

H1: ORCUS CONVERSION

H1: ORCUS CONVERSION

H1: ORCUS CONVERSION

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PREPARING FOR ADVENTURE

HOOK: MISSING MENTOR 2

HOOK: OMINOUS SIGNS

HOOK: MISSING MENTOR 1

H1: ORCUS CONVERSION

H1: ORCUS CONVERSION

LORE OF THE CULT OF ORCUS

HOOK: SLAVE RESCUE

H1: ORCUS CONVERSION

THE TRUTH OF THE KEEP

H1: ORCUS CONVERSION

H1: ORCUS CONVERSION

THE MISSING VILLAGERS

LEARNING THE VILLAGERS FATE

H1: ORCUS CONVERSION

THE MYSTERY OF OLD SARA

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A3: KOBOLD LAIR, INSIDE

H1: ORCUS CONVERSION

A4: BURIAL SITE

THE MIRROR OF SHADOWS

H1: ORCUS CONVERSION

5 Shadow Hounds, Lesser (H)

H1: ORCUS CONVERSION

FEATURES OF THE AREA

H1: ORCUS CONVERSION

H1: ORCUS CONVERSION FEATURES OF THE AREA

Medium natural humanoid (human)

Wis 11 (+1) Cha 12 (+2)

2 Human Ruffians (R)

Human Mercenary (M)

H1: ORCUS CONVERSION

Bairwin Leader of Orcus cult in Winterhaven

H1: ORCUS CONVERSION

2 Skeleton Warriors (W)

Alignment evil Languages Common Equipment leather armor, quarterstaff

Alignment unaligned Languages Equipment chainmail, longsword, light shield

H1: ORCUS CONVERSION

Alignment evil Languages Common Equipment black robe, short sword

FEATURES OF THE AREA

H1: ORCUS CONVERSION

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Level 3 Minion Soldier

Hobgoblin Archer (A)

FEATURES OF THE AREA

Level 3 Soldier (Leader)

H1: ORCUS CONVERSION

H1: ORCUS CONVERSION

THE SHADOW DREAMS

H1: ORCUS CONVERSION

AREA 11: WATER CAVE

AREA 8: SIR KEEGANS TOMB

WATER CAVE HISTORY

Q: WHAT CAN WE DO TO HELP YOU?

H1: ORCUS CONVERSION