WMD Complete

Authors:
Thomas Knauss, C. D. Bennett

Art Director:
Jeffrey J. Visgaitis
Cover Artists:
Robert James Gallagher,
Jason Rosenstock
Interior Artists:
Robert James Gallagher,
Jason Rosenstock, Jeffrey J.Visgaitis
Cartography:
Mike Mumich,
Jason Rosenstock, Jeffrey J.Visgaitis
Line Editor:
Alexander Freed
Layout and Typesetting:
C. D. Bennett,
Project Manager:
Special Thanks:
Aaron Snyder, Apple Computer,
Marduk Slayer of Tiamat, H. P. Lovecraft,
and Fantasy Fans Everywhere!
Produced by:
Where Madness Dwells

A Word About Format
WHERE MADNESS DWELLS
1. Sample Area (EL 5)

Encounter Areas in Where Madness Dwells are divided
into up to three parts. The title, as above, shows the
area number, the area name, and the Encounter Level
of any encounters in the area. Following the title is a
paragraph or two of text in a shaded block; this text is
intended to be read aloud or paraphrased to the players.
Below the shaded text is information about the area for
the GM. Five different symbols indicate different types
of information.
Where Madness Dwells is a d20 System adventure suitable for four 7th-level characters. Where
Madness Dwells offers a good mix of roleplaying,
problem solving, and combat, and can easily be
adapted for characters of levels 68, as noted in
the Scaling the Adventure section below. The
party should include at least one spellcaster. A
rogue is also very useful, but not essential. A
good mix of classes and races will work the best.
The last encounter is very difficult, and the players will have a much easier time if they possess
several +2 magic weapons.
SCALING
THE
The encounter symbol indicates the presence of one or more creatures in the area. This section
describes who or what the creatures are, and their likely
reactions to the PCs.
Any information about the areas physical
traits, its history, or similar subjects are contained in
the section marked with the features symbol.
ADVENTURE
Balanced for four PCs around 7th level, the

adventure can easily be adjusted to accommodate weaker or stronger parties by decreasing or
increasing the number of villains. Weaker parties
may need the asylum guards reduced from groups
of four to groups of two or three, the mind flayers
reduced from two to one, or to have several nonessential encounters omitted. Stronger parties can
be challenged by adding levels to the NPCs, or by
increasing the number of mind flayers from two to
three. If adjustments are made, the treasure ratio
should be adjusted accordingly.
A section marked by a trap symbol contains

statistics for a trap in the area. The location and other
specifics of the trap are detailed under features.
Valuable items that the PCs may acquire
are described in the section marked by the treasure
symbol.
In addition, some areas may require additional information, described in a section featuring the
special note symbol.
should be one of lurking dread, where the players find themselves nervously examining every
corner of the asylum. You should familiarize
yourself with all aspects of this module and its
many encounters before your players begin their
adventure. Some encounters may be altered (or
omitted) to better scale the adventure to the abilities of the players and their characters. Take care
not to scale back the difficulty too far, as this
module has been made challenging for a reason.
GM NOTES
Where Madness Dwells can be a challenging

adventure even for experienced players. The
encounters within this module can prove to be
incredibly dangerous unless the players are clever
and play well. The final encounter at the portal
will test the mettle of new and veteran players
alike, and may result in the deaths of one or more
PCs. This module is designed to be a challenging
experience for your players, and if they survive,
they will have bragging rights for years to come.
Where Madness Dwells Requires the use of
the Dungeons & Dragons Players Handbook,
Third Edition, published by Wizards of the
Coast.
The general feel for Where Madness Dwells
ADVENTURE SUMMARY
The PCs come to investigate the Witten Asylum

in the city of Niarva. Entrance into the asylum
proves difficult, and the PCs must find a way to
Introduction
breach its defenses. The PCs search for information around the town, and learn that the asylum
has been slowly degrading over the past twenty
years. Once they breach its foreboding exterior
and venture inside, they learn that the patients
are kept in very poor conditions. Gradually, they
discover various clues that hint at a sinister plot
hiding behind the faade of the asylum.
Through talking to Vunik, an eccentric old
sage held captive in the asylum, and by confronting Doctor Heraladus, the asylums current
administrator, the PCs discover that the place is
being controlled by two mind flayers, who have
charmed Vunik into designing a portal to their
underground city. Vunik knows that the plans for
his portal have gone horribly wrong, however,
and he doesnt want the portal to be opened for
fear of what is on the other side. Eventually, the
PCs confront the mind flayers and the hideous
beast that comes forth from the portal. Following
Vuniks instructions, they manage to destroy the
portals keystone, annihilating the dimensional
gateway.
advanced and intelligent species. Heraladus

speculated that an ancient group of humans had
achieved such a feat and evolved into the species
known as mind flayers. Consumed by the notion
that mind flayers were once human, he contacted
an inquisition of the creatures willing to examine
his theory. With his assistance, a team of two mind
flayers transported themselves into the institution.
The mind flayers quickly dominated Doctor Illhausen and installed Heraladus as the asylums
administrator.
While Heraladus sought confirmation of his
idea from the mind flayers, the mind flayers utilized the asylums unfortunate patients for their
own gruesome experiments. Witten Asylums
reputation decreased substantially as unsettling rumors of macabre and barbaric practices
spread throughout the community. Under the
mind flayers complete mental control, Doctor
Illhausen made a series of impassioned speeches
that allowed the institution to survive. Now, the
asylum serves as the last refuge for the citys
less dangerous criminals and substance addicts.
While Doctor Heraladus oversees the asylums
operation, Doctor Illhausen remains confined to
his quarters, just in case the city or a suspicious
public demands his appearance.
ADVENTURE BACKGROUND
Forty years ago, Doctor Josias Illhausen founded

the Witten Asylum, an institution dedicated
to serving the needs of the mentally ill. Soon
renowned throughout the area for its innovative
treatments of insanity and other mental disorders,
the institutions reputation continued to spread.
Over the course of the first twenty years, the
asylum enjoyed great success and boasted a very
high percentage of rehabilitated patients. However, the overwhelming task of administering the
asylum became too great for Doctor Illhausen to
handle alone. In order to lessen his burden, Doctor
Illhausen hired a young and ambitious physician
named Heraladus to serve as his assistant.
Heraladus cared little for the patients welfare; rather, he viewed them merely as test subjects for his unusual experiments. After months
of intense study, Heraladus began formulating
a bizarre theory. He postulated that if humans
developed their mental abilities rather than their
physical prowess, they would evolve into a more
Vunik
Vunik, always the eccentric sage, has teetered
on the brink of insanity for years. While prone
to unusual behavior, however, his outbursts traditionally remained non-violent. Only in the past
few years has Vunik has become more confrontational. Recently, after a night of heavy drinking,
Vunik stumbled through the citys more affluent
neighborhoods, accosting privileged citizens and
shouting slanderous accusations against Niarvas
leaders, the Lords of Enlightenment. Finally disgusted with his boorish antics, the city authorities
gave his sister (his legal guardian) an ultimatum:
either have him voluntarily commit himself to
Witten Asylum, or the militia would imprison
him. Uncertain of Vuniks prospects for survival
in the citys harsh prison system, his sister convinced him to accept institutionalization.
After Vuniks second month in the asylum,

an offhanded remark by the sage garnered the
interest of the asylum staff. Vunik purported
to be an expert on the subject of planar travel.
Intrigued by the unusual boast, a young doctor
brought the matter to the attention of Heraladus,
who in turn relayed the information to the mind
flayers. The mind flayers demonstrated a keen
interest in Vuniks claim, removing him from the
asylums general population and placing him in
solitary confinement. Once alone, the mind flayers charmed Vunik and ordered him to design a
portal that would lead to their underground city.
While Vunik designed the elaborate schematics
for the portal, Heraladus obtained the necessary
raw materials and contracted skilled masons for
its construction, falsely believing that the mind
flayers intended to transform him into one of their
own. The mind flayers, however, had no intention of returning home through the portal, or of
granting Heraladus his misguided wish. Instead,
they endeavored to use the portal to add to their
numbers in Niarva. Backed by the might of their
homeland, they would no longer need Heraladus
to hide them, and could soon take control of
Niarva.
Vunik resides in the asylum now, unwittingly laboring for the mind flayers, advancing their plans for a quiet coup of the city.
letter explains that the characters mother believes

that her brother Vunik, currently a patient at
Witten Asylum, is in grave danger. A month ago,
during her last visit, Vunik confessed to her that
he had a great secret. Since then, her efforts to
contact Vunik have been rebuffed by the asylums
staff. Her last correspondence with the asylum
informed her that Vuniks visiting privileges have
been revoked indefinitely. She desperately begs
her child to investigate the asylum and assure her
of Vuniks safety.
Vuniks nephew has not seen him in over five
years, and though able to recognize the sage, the
PC knows few details about him. Vunik is middleaged man with gray hair, thick spectacles, and a
generally unkempt appearance. He specializes
in a number of disciplines, including architecture, engineering, magic, nature, and the planes.
His personality makes him extremely difficult
to tolerate. His uneven demeanor often changes
abruptly from distant and unconcerned to manic
and obsessive, and vice versa. Because of his
shortcomings, the PCs mother has always treated
him as if he were her child rather than a sibling.
The adventure can begin with the party residing
in Niarva or in close proximity to it, or a distant
party can make the necessary journey to answer a
mothers call for help.
Missing Lord
The Lords of Enlightenment have been searching
for a party of individuals to perform a clandestine
mission on their behalf. One of their number,
Kelym Aradamorea man of keen wit and suspicious mienhad been expressing his negative
opinions of Witten Asylums reputability rather
openly as of late, and has subsequently been discovered missing. The remaining Lords send one
of their agents, a man called Maylath (see Appendix I: Primary NPCs), to contact the party with
a plea to covertly investigate the asylum and
discover what they can of Lord Kelyms disappearance. The Lords offer a hefty reward (a fine
silk purse filled with gems worth 3000 gp) for
the return of their fellow, to be delivered only
after the PCs have completed their task. Maylath
gives them a small wax symbol with the crest of
ADVENTURE HOOKS
Each of the following three adventure hooks offers

a different motivation for the PCs to undertake
this adventure. As the GM, feel free to add your
own special touches to give the chosen adventure
hook the right feel to better accompany your players current campaign, or simply use Where Madness Dwells as a lead-in to a larger campaign of
your choosing. The city of Niarva can be easily
adapted into any campaign as a generic, walled
city surrounded by forest.
Long Lost Uncle
The default adventure hook for Where Madness Dwells. The adventures events commence
shortly after one of the partys human characters
receives an urgent letter from his mother. The
Introduction
the Lords of Enlightenment, telling the PCs that
Lord Kelym will be wearing a ring with the same
symbol. If this hook is chosen, treat Vunik as a
stranger the PCs encounter within the asylum.
The adventure can begin with the party anywhere
in close proximity to the city of Niarva.
Inspection Time
With the majority of Niarvas troops and militia
busy protecting the upscale parts of the city, The
Lords of Enlightenment are sometimes forced
to hire parties of adventurers to perform various
tasks elsewhere within Niarvas walls. This is the
case when a city official, Noric Chaunnor (see
Appendix I: Primary NPCs), contacts the party
with an offer of employment. He needs to inspect
the asylum and wishes the party to accompany
him for security reasons. He offers to pay the
party 500 gp per person. If this hook is used, treat
Vunik and Kelym as strangers the PCs encounter
within the asylum. The adventure can begin with
the party members within Niarvas borders, or in
close proximity to the cityperhaps traveling an
old road through the forest on their way to another
destination.

CHAPTER I: THE CITY
OF
lower wards, complemented by a wide assortment

of unsavory and anarchic taverns, inns, black
market shops, and bordellos. Without the city
militia to patrol the lower wards, gangs of ruthless
and corrupt vigilantes battle for de facto control
of the lawless streets. Although generally disliked
by most of Niarvas residents, the posses efforts
to rid the streets of evil lycanthropes, humanoids,
and the occasional spirits of their own executed
victims ensure their continued survival. In addition, teams of spies and paid informants living
within the lower wards have been known to snuff
uprisings and rebellions against the oligarchy.
However, in most cases the spies refer subversive
activities to the citys militia, in order to maintain
their anonymity.
NIARVA
Niarva
Population: 5,875 (approximately 80% human,
with the remaining 20% divided primarily
between elves, dwarves, half-orcs, and gnomes).
Type of Government: Oligarchy.
Heads of State: Alexei Zarechnov (male human
Ari9), Boris Geshovsky (male human Ari8), and
Kelym Aradamore (male human Ari8). Their official joint title is the Lords of Enlightenment.
Judicial System: Officially, all justice is administered by the city militia, under the authority of
Sara von Kruggen (female human Ftr10) and her
deputies: Erania du Pries (female human War7),
Ramses Chufas (male human War6), and Old
Jack Drespin (male human War7). In actuality,
the militia has little control over much of the
city, where warring vigilante gangs administer
punishments. The largest gangs are currently led
by Stalker Bazak (male half-orc Rog7) and Nev
Gemsplitter Darok (male gnome Rog7).
Climate: At this time of the year, the high temperature is 70 degrees Fahrenheit with an overnight low of 50 degrees Fahrenheit. Daylight is
present from 7:30 in the morning until 8:30 in the
evening.
In the opening segment of the adventure, the PCs

have the opportunity to explore Niarva, learn
what they can about the Witten Asylum, and prepare themselves for the inevitable visit. They find
reliable information to be scarce, but sufficient
investigationand perhaps some subterfugeturns
up enough to raise suspicions about what goes on
under the supervision of Doctors Illhausen and
Heraladus. In addition, they may learn of Kraaven
Moorheada man who has firsthand knowledge of
the asylum, and who might be able to help breach
its defenses.
Life and Politics in Niarva
An oligarchy of three wealthy merchants and
noblemen known as the Lords of Enlightenment
govern Niarva exclusively in the interests of
commerce, while a small but wealthy aristocracy
steadfastly supports the oligarchys economic and
political agendas. Militia troops remain largely
confined to the citys wealthy wards, while outside
of the opulent mansions and estates of the privileged few, the vast and impoverished underclass
endlessly toils in urban squalor, barely eking out a
miserable existence. Rows of aging and decaying
tenement apartments occupy most of the citys
Rumors
Once within the city limits, the party can gather
intelligence about the asylum in a number of
locales. These include The Madman Inn, The
Chapter I: The City of Niarva

DC 25: I dont trust that Doctor Heraladus. Ever
since he came to town, that place has really gone
downhill, and I havent seen Doctor Illhausen
since the Lords agreed to keep the asylum open
a few years back. People in town think hes dead,
but I hope not. He was always a good manhelped
a lot of people, he did.
Barred Blade, the citys market district, and any

other locations that the GM wants to utilize. Any
attempts to gather information from city authorities, including militia members, are greeted with
suspicion. Such individuals provide no information, and may begin asking questions of their own
if the party is not careful. As always, the GM is
encouraged to adjust a PCs Gather Information
check, using circumstance modifiers ranging from
-4 (for an awkward or poorly-conceived attempt)
to +4 (for an articulate, well-versed intelligent
effort). The result determines what of the following information the party receives:
NIARVA EVENTS
AND
LOCALES
A. The City Gates

The only opening in the high stone wall for as
far as can be seen, the western gate to the city
of Niarva stands open. The portcullis overhead
is thick with rust from disuse, but the militiamen on duty appear ready to repel any enemies
they seeon either side of the wall. They pay at
least as much attention to the men and women
moving among the rotting buildings behind
them as they do to the road ahead.
From above, a young man dangling his
feet off the top of the wall shouts, Welcome to
Niarva! Got a coin to spare? The guards drag
him away within moments.
DC 5: The asylum? I wouldnt go there if I were

you. I heard that dark elves took the place over. I
know this guy who knows these guys that went
in there. They never came outprobably dark elf
slaves now.
DC 7: That Doctor Illhausens a good man. No
ones seen him for a long time, though, like two
years or something. Shame, toothat place used to
be real nice. Now its all gone to hell.
DC 10: Visitin hours at Witten are from 8:00 to
8:00, I think. I had a cousin in there, once. Hes all
better now, thoughhe barely bites anyone anymore, and he started shaving again.
DC 13: I wouldnt go near that place at night.
Not even the guards hang around after dark, and
theres this strange howlin and wailin that you
can hear echoing all down Trobley Row.
The guards will grudgingly answer simple

questions, as theyre under orders to be polite to
visitors. Parties asking for assistance or a place to
stay are directed to the Temple of the Wandering
God (area 3) or The Madman Inn (area 1), respectively. Further assistance can be gleaned with
enough prodding, but the guards encourage the
party to find another source for information.
DC 15: I heard some guy named Kraaven

escaped from the asylum a while back. They say
hes still in town, making his home in the lower
wards, probably thieving to make a living.
For new arrivals only: This encounter

should only be used for parties just arriving in
Niarva. For residents, the adventure may start at
any point within the city.
DC 20: Theres sure been a lot of activity down

there lately. Last few weeks theres been a lot
of building supplies shipped to the asylumbig
stones, mostly, which is strange, cause there
hasnt been any construction there in a long
time.
On mood: The divide between Niarvas

social classes is central to the mood of the city,
and should be the source of most newcomers
strongest impressions. Emphasize the lawlessness and degradation of the lower wards, and the
finery of the upper wards. The tension between

the classes should arise naturally whenever they
meet.
burning fireplace, giving the establishment a

comfortable atmosphere. On the walls hang
beautifully-painted portraits and landscapes,
most by artists long since passed from the
world.
1. The Madman Inn

In the center of town, The Madman Inn stands
like a defiant old man, stubbornly holding to its
age-old face of stone and mortar even as newer
and more elegant wooden buildings spring up all
around it.
A weather-ravaged wooden sign hangs
from two rusted iron chains outside the front
door. The image of a shouting face with wild
eyes is portrayed on the sign, with the words
The Madman Inn carved above it in rough letters. The stones of the building are cracked and
worn, rotting weeds and vines snaking through
them as if the building is suffering from some
horrible, debilitating disease.
If the PCs choose, they may stay the night

in one of the inns many available rooms. Costs
range from 2 gp for a small two-person room to 6
gp for one of the more spacious suites on the top
floor.
2. The Barred Blade (tavern)
The smell of cheap ale and fresh bread hangs
in the air. Amid brothels and peddlers, an edifice of rough hewn masonry stands on a small,
unkempt property. A large wooden signpost
stands at the edge of the property, marked with a
symbol of an old, battle-worn sword. The words
The Barred Blade are carved into the sign,
with several letters written backwards.
Due to its age and unusual architecture, The

Madman Inn has become something of a local
landmark, drawing folks from towns as far away
as 100 miles or more.
One of the oldest establishments in Niarva,

The Barred Blade has an unpleasant reputation
far and wide. Most of the rumors surrounding
a. Common Room
This large room is lit by torches and by a low-

this place are false, but over the years The Barred
Blade has been known to attract unsavory characters.
Getting Drunk
Drunk: A character who is drunk suffers a -2
penalty to all saving throws, attack rolls, and
AC. A drunk character also gains 1d4 temporary hit points (or as we like to call them at the
office, beer points). GMs can apply these penalties more than once to simulate characters
who have achieved a higher state of drunkenness. After 8 hours of complete rest, affected
characters are no longer drunk, but may be
hungover (see below).
a. Front Foyer
In the far right corner of this 15 foot by 15 foot
room, a slovenly old man dressed in sweatstained clothing sits barely conscious upon an
old, weathered stool. His feet are bare and black
with soot, and a puddle of what appears to be
spilled ale has formed nearby. To the left is a
wide storage area with hooks and crude shelving, adorned with all manner of weapons.
The old man slowly opens his eyes and
mutters in a drunken slur Leaf yer wepins . . .
ya . . . dam bastads . . . then falls off his stool
and passes out on the floor.
Hungover: To determine if a character is hungover, he must make an immediate Fortitude

save (DC 13, +2 for each additional level of
drunkenness) the moment he wakes after suffering the effects of being drunk. Those who
fail this save are considered hungover until
they have rested for another full 8 hours.
Characters who are hungover cannot run or
charge, and suffer a -1 penalty to all attack
rolls, saves, and skill checks while operating
in bright light.
While the old man is unconscious, the PCs

can choose to either leave their weapons behind
as instructed, or to continue into the bar fully
equipped.
The storage area contains 4 short swords, 6
daggers, and 3 clubs, none particularly remarkable.
the bar; other characters and additional NPCs can

be introduced at the GMs discretion.
Barmaids (6), female humans Com1: serving
food and drink. While generally neighborly, the
barmaids at The Barred Blade are known for their
brashness, and will not hesitate to slap customers
who get too friendly.
b. Common Room
The common area of The Barred Blade is bustling with activity. Nearly every table in the
establishment is occupied, with at least half a
dozen barmaids ferrying drinks and plates of
steaming food all about. Directly across the
room is a cold stone fireplace. Over the fireplace
hangs a wide, crude tapestry boasting The Best
Damn Waffles in the Realm.
Betsy the Barmaid, female human Com1: conversing with several patrons at a table near the
fireplace. She appears to be quite popular throughout the bar. Rumor has it that she has a variety of
services to sell, as many believe that she was once
employed by one of the town brothels.
At this point, the PCs can rest for a while

and speak to some of The Barred Blades patrons.
Some may not react too keenly to being prodded for information, however, as many of them
believe very strongly in their privacy. Below is a
list of NPCs that the PCs may encounter while in
Drunken Preacher, male human Com1: sitting

at a table by himself, staring blankly into a full
tankard of ale. Eventually, he breaks into a long
fit of weeping, then downs his drink in one gulp
and passes out.
10

idate +2, Sense Motive +1, Listen +3, Gather
Information +2): Casoff is friendly, if not warm,
and will gladly chat with paying customers. He
tries to move fights outside if things look volatile,
or offers would-be combatants free drinks until
theyre too inebriated to cause damage. See also
area 2c.
Barred Blade Menu

Full Meals
Pickled Herring
Grilled Goat Steak
Stuffed Goose
Grilled Pork
Beef Stew
Marinated Venison Strips
Broiled Salmon Steak
House Meat Stew
5 sp
6 sp
5 sp
4 sp
5 sp
5 sp
6 sp
3 sp
Light Meals
Roasted Spiced Potatoes
Fresh Baked Bread
Fruit and Cheese
Hot Waffles with Syrup
Grilled Cheese
Hot Oatmeal
House Salad
2 sp
4 cp
2 sp
3 sp
1 sp
2 sp
4 cp
Beverages
Ale
Ale, spiced
Mead
Mead, heavy
Hairy Barbarian (special brew)
The Madman (special brew)
Wine, table
Wine, Ruby
Wine, Emerald Mist
Whiskey, hard
Liqueur, malt
4 cp
7 cp
10 cp
12 cp
1 gp
5 sp
8 cp
10 cp
13 cp
6 sp
2 gp
The menu at The Barred Blade is varied,

with many choices. Both simple and full meals
are available. The Barred Blade is known far
and wide for its special homemade brew, the
Hairy Barbarian, a bizarre concoction of
closely guarded ingredients. It is a brew so
powerful that many adventurers come from
miles away just to test their might by trying to
withstand its effects. To illustrate this, have any
player brave enough to drink the Hairy Barbarian make an immediate Fortitude save (DC 13)
Asylum Guards (2): See Appendix I: Primary

NPCs for details. The two off-duty guards are not
interested in conversing with strangers, and will
refuse to answer any questions about the asylum.
If magically coerced into speaking, it becomes
apparent that they know very little about Witten
Asylum beyond what is necessary for their work:
its hours of operation, part of its layout, and the
names of the staff. See also area 2c.
Casoff the Barkeep, male human Com2 (Intim-
11

or fall drunk (see Getting Drunk sidebar).
Chapter III: The Rogue for more information.
c. At the Bar
d. Kitchen
The bartop is scratched and stained to the point

where the original surface is nearly gone. The
barkeep is at the far end, busily giving orders to
his staff, but he spares a glance in your direction
and offers a brusque nod.
An unlikely pair of cooks, an ogre and a stout

halfling, busily stomp about the kitchen preparing various meals and grunting orders at each
other. Their aprons are stained with grease.
The cooks, Bruel and Bobo (see Appendix
I: Primary NPCs) are intently focused on preparing the days meals, and may not take immediate
notice of the party. Bruel and Bobo do not tolerate trespassers in their culinary domain, however,
and if the PCs are spotted (DC 12), the cooks may
attack in an attempt to clear their kitchen.
If threatened, each of them will attack with
whatever they have at their disposal, including
pot, pans, waffle irons, and other kitchen tools. If
the struggle escalates too high, they may call on
additional help from the guards in the common
room. Bruel, however, will fight to the death.
If any of the PCs succeed at a Listen check

(DC 10), read the following:
At a table close by, two asylum guards are
saying something about a patient who managed
to escape some time ago.
Upon a successful Gather Information check
(DC 10), the PCs learn that Casoff the barkeep
knows the aforementioned patient, a man named
Kraaven Moorhead. He used to be a steady customer until several guards came calling for him
and dragged him off to the asylum. Since that day,
wild rumors have flown about Kraavens disappearance, but the barkeep claims to have always
suspected Kraaven would find a way out. Hes a
resourceful one, the barkeep says. But trouble
seems to find him everywhere he goes.
If the PCs express interest in contacting
Kraaven, Casoff will hint that he might be able to
arrange a meeting. Until the party has been to the
asylum for the first time, however, Casoff will be
unable to find the rogue (see below).
3. Temple of the Wandering God

Standing out amidst the age and decline of most
of Niarvas inner-city structures, the Temple of
the Wandering God sits on a well-kept property.
The lawn is healthy and green, maintained by
three men that move about the property line,
cleaning up random debris. The temple itself is
quite large, formed of a low flat dome of smooth
brown stone. A simple wooden door appears to
be the only way in or out of the temple.
After the PCs visit the asylum: If the party

has been making inquiries about the asylum,
Casoff offers the following information after
the party has visited the asylum and been subsequently ejected.
The barkeep tells the PCs that if they are
searching for a way into Witten, Kraaven would
be the one to speak toprovided the PCs can pay
Kraavens fee of 200 gp. If the PCs decide to
follow up on this meeting, the barkeep says that
he will contact Kraaven, who will be waiting later
that night somewhere in the local cemetery. See
The three groundskeepersThomar, Arik,

and Kulwyn (male humans Com1)are talkative
and friendly, and will gladly provide basic information about the city and region.
The Temple of the Wandering God is located
in the eastern section of town. It is a place for
weary travelers to hang their heads and rest while
their wounds are tended to by the local healer. A
host of services await those who come for solace
or direction.
12

others on their paths. He is well-informed about
the city, and particularly the lower wardshe
spends a good deal of his time visiting recent
murder sites, to ensure the victims spirits complete their final journeys. He is polite and helpful
to those who act respectfully, and offers a lengthy
list of services to anyone who requests assistance
(see sidebar).
Duphars Services
Spells
Duphar charges 15 gp per level of spell cast.
Scrolls
Cure light wounds
Feather fall
Identify
Magic circle against evil
Restoration
25 gp
25 gp
125 gp
375 gp
800 gp
Potions
Cure light wounds
Spider climb
Darkvision
Levitate
Invisibility
Bulls strength
Gaseous form
Heroism
50 gp
50 gp
300 gp
300 gp
300 gp
300 gp
750 gp
900 gp
Miscellaneous
Niarva Map (Handout A)
FREE
4. Gareths Emporium
Converted from an old grain mill, this large
structure is beginning to show its age. After
years of neglect and weather damage, Gareths
Emporium has the look more of an abandoned
warehouse than a bustling business.
Owned and operated by Gareth Tarbosh
(male human Com3), the Emporium is a haven for
newcomers to the city. Gareth is a busy man, and
he likes to think of himself as even busierthere
are always a few customers in his shop, and he
rarely spares more than a few moments speaking
with each.
This shop carries all of the common adventuring gear and clothing found in Core Rulebook
I: PH.
a. Temple Interior
Past a simple foyer, the central chamber of the
temple is a smaller version of the dome encompassing the temple as a whole. A glass window
at the apogee of the dome lets light in from
outside, while torches illuminate maps of cities,
roads, and forgotten nations painted on the
walls. The floor here is tiled, with hundreds of
colored stone paths weaving among each other,
all meeting in the center of the room at a circle
of curved stone benches.
On one bench sits a middle-aged man in
grey, a crooked staff beside him.
5. Hammers Forge
Hammers Forge sits at the western edge of
town, a crumbling stone building surrounded by
rusted and broken blades stuck into the ground
outside. From within, theres the sound of metal
on metal, and badly off-key singing.
Hammers Forge has been a staple of the
community for as long as anyone can remember.
Its proprietor, a slightly deranged man known only
as Van Hammer (male human Exp2), is something
of a hermit, rarely leaving his shop. There have
been instances, however, when he has been found
stumbling about the streets in a drunken haze,
mumbling incoherent babbling at passersby.
Hammers Forge carries all of the weapons
Duphar (see Appendix I: Primary

NPCs) has tended to weary adventurers for the
last 12 years. A bad limp ended his travelling days
long ago, and he now does what he can to aid
13

and armor found in Core Rulebook I: PH.
6. Angel Armory
Angel Armory appears to be an unusual type
of smithya small building made of immaculate white stone, it sits near Enlightenment
Circle, and the few persons who go in or
out are all dressed in the finery typical of the
upper wards.
Angel Armorys proprietor, Master Daneel,
is truly a master craftsman. With the aid of his
wizard apprentice and wife, Arlana, the weapons
Master Daneel produces are nothing short of
spectacular.
Master Daneel has operated Angel Armory
for the last 3 years, having moved from a far off
city. He is a man of many secrets who refuses to
speak of his past. His prices may be higher than
most smiths, but the legend of Angel Armory is
known throughout the realm.
While a man of peace, Master Daneel
will readily defend himself against anyone who
dares attack him or attempts to steal from Angel
Armory. If he feels exceptionally threatened,
Master Daneel will not hesitate to take down
Wyrms Tongue and use it to deadly effect. See
Appendix I: Primary NPCs for details on
Master Daneel and Arlana.
All Angel Armory weapons are of exceptional quality and durability. Each weapon is
meticulously crafted with secret techniques and
then imbued with magical abilitiesmost by
Arlana, but Master Daneel has been known to hire
outsiders from time to time. The prices at Angel
Armory, though expensive, are never negotiable.
Master Daneel currently has seven weapons
available for sale: Deathbane, Havoc and Malice
(as a set), Spirit Slayer, Starlyte, Whiplash, and
Wyrms Tongue. See Appendix II: Magic Items
for prices and details.
14

Substance abusers pay a flat fee of 100 gp for one
month of treatment. Regardless of their progress,
addicts are released after one month. For all other
patients, the length of their confinement is a decision left entirely within the hands of the staff.
CHAPTER II: THE ASYLUM

In this chapter, the PCs make their first sojourn
to Witten Asylum. Most groups will only stay
a short whileafter they get past the front desk,
the guards will soon usher them out as problems
begin occurring with the mind flayers portal.
Even this brief stay, however, should make it
clear that something sinister is occurring behind
Wittens walls.
ROUTINES
AT
Asylum Features
Wood framing, fitted stone masonry, and a 1-inchthick sheet of lead comprise the asylums exterior
walls and roof. Torches illuminate the asylums
first floor, while continual flame spells cast
throughout the second and third floors provide
lighting for the staff.
As a final note, certain spells can bypass the
asylums defenses. These spells include teleport,
dimension door and other teleportation spells.
However, passwall, stone shape, and similar
spells do not work effectively against the buildings exterior walls, nor can clairvoyance, locate
object, message, or the various detect spells affect
anything within the asylum from outside. Shortly
after arriving at the asylum, the mind flayers
ordered the reinforcement of all exterior walls
with a 1-inch layer of lead. A spell must negate all
three construction materials to bypass or destroy
the exterior walls.
WITTEN ASYLUM
Located at the intersection of Trobley Row and

Von Gowen Way, Witten Asylum towers over the
small, independently-owned shops surrounding
it. Although the neighborhood is fairly bustling
during the day, activity curtails sharply after the
asylums staff departs for the evening. Most shops
open a half-hour before the asylums visiting
hours begin, and close a few minutes after visiting
hours end. Surprisingly, no taverns or inns operate
within a two-block radius of the asylum.
Visiting hours last from 8:00 in the morning
until 8:00 at night. Patients are restrained prior
to the commencement of any visitation, and all
visitations are monitored by one of the asylums
guards. All visitors weapons must be secured in
the locker in the reception area until the visitors
are ready (or forced) to leave. Visitations are
immediately terminated if the patient or visitor
becomes agitated, or behaves in a violent manner.
The asylum averages nine visitors per week,
although the number can fluctuate wildly.
The overwhelming majority of the staff has
worked at Witten for at least ten years. The good
pay1 gp per dayand the overall lack of supervision ensure very little employee turnover.
The asylums patients are confined to asylum
grounds, and usually kept in their cells. Most
patients genuinely suffer from severe mental illness. Some commit themselves voluntarily, while
others are vagrants found wandering the streets
by the city militia. In times of dire emergency, the
city transfers some of its marginally violent petty
criminals to the asylum. The asylum earns its fees
from the city at the daily rate of 3 gp per patient.
ASYLUM EVENTS
AND
LOCALES
A. Outside the Asylum

A massive, 30-foot-high brick building resembling a mighty fortress casts an ominous shadow
over the intersection of Trobley Row and Von
Gowen Way. Despite its foreboding presence,
the ceaseless banter of fast-talking merchants
hawking their dubious wares echoes among
the vibrant, bustling shops situated around the
asylums imposing walls. Animated exchanges
between the unscrupulous peddlers and their
wary customers occur within earshot of the faint
cries of anguish and suffering emanating from
the dark edifice within their midst.
The asylum consists of three floors. The
ground level occupies the largest area, while the
third floor appears to consist of no more than a
few small offices or a good-sized storage space.
15
Chapter II: The Asylum

Two heavy wooden doors on the asylums south
wall serve as its only entrance. 30 feet from the
exterior walls, a wrought iron fence surrounds
the building, 15 feet high and tipped with
jagged points. Two large, swinging gates built
into the fence hang gingerly from their rusting
hinges, allowing access to the structure beyond.
A chipped stone path guides visitors from the
gates to the doors, bordered on either side by
thick tufts of aggressive green and brown weeds.
Aside from the layers of gangly, parasitic vines
covering most of the buildings faade, no other
plant life exists on the grounds.
A pair of heavily-armed guards stands at
both the gates and the asylum doors, closely
watching anyone who passes near.
chain shirt. His arms proudly display tattoos of

coiled serpents, and a weathered leather sap
dangles from his belt.
Lying in a circle around the desk, their
heads raised, are three heavily-armored rottweilers. Theyve clearly been bred for size, with
jaws that look as though they could break a
large mans arm with one bite.
Mr. Strogg (see Appendix I: Primary
NPCs) screens all visitors to the asylum, assessing any potential threats to the asylums staff
or patients. While not overtly suspicious, he
conducts a basic interrogation of all visitors. He
familiar with the staff, and the fact that construction is taking place, but has no particular interest
in exactly what is going on within Witten. A successful Spot check (DC 10) reveals a light mace
resting against the base of the desk in front of Mr.
Stroggs right leg. Mr. Strogg rings a bell beneath
his desk if threatened or attacked; the bell alerts
the guards in the corridors.
The three rottweilers (see Appendix III:
Monsters) are well-trained, and will obey only
Anyone loitering in the immediate vicinity of the asylum is questioned as to their intent
and purpose. Failure to give satisfactory answers
results in being escorted away by the guards. See
Appendix I: Primary NPCs for details on the
asylum guards.
During the day, the front gate and doors
are both unlocked. See Chapter IV: The Asylum
Revisited, area A, for details on the asylum at
night.
1. Reception Area (EL 7)
The cries of tormented souls and grinding metal
fill the musty air. Two rusty, iron bar doors on
the side walls separate this small chamber from
a pair of long, dark corridors where the cacophony apparently originates. A rotting wooden
desk sits before a small, four-legged stool in
the center of the room. An open, leather-bound
book, a quill, and a vial of fountain ink rest
upon the desk. To the right of the front door
stands a tall storage locker. Two flickering
torches supplement the dim light from the corridors beyond.
Seated behind the desk is a muscular, bald,
human male wearing a white tunic over a tight
16

Mr. Strogg.
Stroggs first action is always to order his dogs

to attack, while he rings his bell and yells for the
guards. Once alerted, a team of four guards from
each wing rushes to investigate the disturbance. If
Mr. Strogg is under attack, they unlock the doors
and join the fray. Mr. Strogg and the guards attack
with their maces and flails instead of their saps.
If the party retreats, they do not follow them into
the street. Instead, they close the asylum to visitors for the remainder of the day, and Mr. Strogg
informs the local authorities of the disturbance.
The asylum remains closed to visitors until the
militias investigation is complete.
Subterfuge includes any efforts to bypass
the asylums defenses through invisibility, illusions, or disguise. The GM must carefully adjudicate attempts to infiltrate the asylum using illusionscharacters using invisibility or disguised
as staffers will have their scents noticed by the
rottweilers, and the doors to the east and west
corridors are kept locked. Members of the asylum
staff consider one another friends or associates
for the purpose of Disguise checks. Innovative
players may bypass all these obstacles, however,
and as with other checks, circumstance modifiers
are strongly encouraged for clever disguises and
ploys.
If the PCs convince Mr. Strogg that they are
there to visit a patient, see Routines at Witten
Asylum, above, as well as area 3.
The book contains the names of all patients

currently allowed visitors. A successful Spot
check (DC 15) allows a PC to read 1d4 names on
the list. Only those confined to the cells in area 2
have visitation privileges. A thorough search of
the ledger confirms that Vuniks name is not listed
in the book.
Iron bar doors: 2 in. thick; hardness 10; hp
60; Break DC 23; Open Lock DC 21.
Getting into the asylum: For parties unaccompanied by Noric, there are four basic ways to
gain access to the asylum: bluff, bribery, force,
and subterfuge. Parties accompanied by Noric are
allowed, after some questioning, to enter the east
hall with an escort of two guards. However, Mr.
Strogg claims he must speak with his superiors
before allowing anyone into the non-public sections of the asylum. He will send a guard to speak
with Doctor Heraladus, but will not receive an
answer before the inspection is interrupted (see
event B, below).
If the party attempts to bluff their way into
the asylum, a PC must make a successful Bluff
check against Mr. Stroggs Sense Motive check.
The GM should use circumstance modifiers generously, ranging from -4 for a poorly phrased or
illogical story, to +4 for a very clever and engaging ruse. A Bluff check that succeeds by more
than 5 grants the party access to the east corridor
without Mr. Strogg sending an escort or alerting
either team of asylum guards.
Bribery can also prove successful; however,
Mr. Strogg will inform the guards of the partys
presence before granting access to the east corridor. Mr. Stroggs asking price varies between 30
and 50 gp per person, depending on his rapport
with the group, and he will not provide access to
the west wing. Even after accepting a bribe, Mr.
Strogg has the guards warily monitor the partys
actions.
Although the simplest and most direct
method, forceful entry presents a number of
hazards and potentially explosive reactions.
If attacked either physically or magically, Mr.
If the party goes somewhere other than

the east corridor: If the party manages to make
it to the non-public areas of the asylum, use the
room descriptions from Chapter IV: The Asylum
Revisited, adjusted as appropriate. All the guards
will be alert and on patrol, and will escort the PCs
back to the reception area if they spot them.
2. East Hall and Cells
Large green patches of foul-smelling mildew
and stagnant puddles of water decorate the stone
walls and floor of this narrow corridor. Some
distance ahead, the corridor turns sharply to the
left. Plumes of oily smoke rise from a series of
ensconced torches, partially masking some of
17

the more unpleasant odors. Pained shrieks and
tortured cries emanate from a number of simple,
10-foot-square cells that line the south and east
sides of the corridor.
Separated from the corridor by iron bar
doors, each dank cell contains a stone slab that
apparently serves as a bed. A small trunk sits at
the foot of each slab, and a simple wooden privy
lurks in each corner. Emaciated arms stretch
between the bars of several of the doors, while
other patients stare catatonically at their bleak
surroundings. Most of the patients wear insectravaged rags or makeshift pieces of spare cloth.
A four-man guard team monitors the corridors activities. Each member wears a white
tunic over a chain shirt. Some gleefully smack
ragged leather saps against the wall as a warning to the more raucous residents. In addition,
a light flail dangles from a heavy girdle around
each mans waist.
The trunks in the cells hold patients

belongings. The wooden door to area 11 is
locked.
Iron cell doors and visiting room door: 2
in. thick; hardness 10; hp 60; Break DC 25; Open
Lock DC 20.
Wooden door: 2 in. thick; hardness 5; hp 20;
Break DC 20; Open Lock DC 21.
2L-2V. East Wing Cells
The patients information corresponds with
their cell letter.
L.
M.
The patients states vary from extremely

animated to contemplative. They have no knowledge of the staff area, the guard composition, or
other logistical details of the asylum. However,
a successful Diplomacy check (DC 15) does
reveal that Vunik was formerly housed with the
other patients, and was moved to another area of
the asylum about three or four weeks ago. Max
Orwelian (see area 2M) also has information
about Kelym Aradamore, and will volunteer it if
he hears the PCs asking about the missing Lord of
Enlightenment.
The guards are always separated into two
four-man teams, one team monitoring each wing.
The guards use the saps to subdue the patients,
only using the flails on intruders or extremely
violent patients.
The guards do not relish the task of monitoring visitors, and readily convey their annoyance
with the partys presence. If the party stays more
than a few minutes, the guards insist that the party
has already overstayed its welcome. If the party
remains anyway, proceed to the encounter in
event B, below.
N.
O.
18
Marba (female human Com1; Craft (gemcutting) +2): Believes she was ravaged by
a balor. Kneeling on her slab, she screams
uncontrollably about the horrors she has
seen.
Max Orwelian (male human Com1; Profession (bookkeeper) +2): Very depressed and
suicidal. He was convicted of embezzlement.
He tries to grab at the PCs when they pass
by, trying to convince them that he is innocent and pleading for his release. You dont
understand, Im innocent. You have to get
me out of here. Bad things. . .happen here.
They change you. If he continues much
longer, the guards bang on his cell with their
saps, shouting at him to stop harassing the
visitors. If asked, Max will also say he has
seen Lord Kelym being dragged through the
asylum. The guards claim that he is insane,
and should be ignored.
Kazzmella (female human Exp1; Profession (tanner) +2): Kazzmella believes she is
invisible. She stands in the center of her cell,
looking at her hands as if she can see right
through them. If questioned by the PCs, she
remarks, They cant see me. . .the men with
horrible eyes. . .they try, but they cant see
me. They see you, though. . .always you.
Carl Czmaska (male human Com1; Profession (fisherman) +2): A recovering narcotics
addict who harasses the PCs for something
called greenwort. I cant take it any-
P.
Q.
R.
S.
T.
U.
V.
more, he says. All day the screams, all

night. . .the horrors. I need to take the pain
away. I need to get free.
Empty. There is a large blood stain in the
center of the cell. The cell door is open.
Marco Oleppa (male human Com1; Bluff
+2): Roams about his cell eating bugs and
complaining about their freshness. Its all
tainted, he says. Everything they touch
is ruin. He approaches the door, grinning
with bugs stuck in his teeth, and warns the
PCs not to make trouble. People have been
known to disappear for less, he tells them.
Gorslag (male half-ogre): A huge half-ogre
sits on his slab, muttering incoherent nonsense. He holds his head, scratching what
looks to be an old scar running across his
forehead. He appears to have no memory
of how he got here, but in his throaty ramblings he mentions something about watery
voices.
Garek Trenves (male half-elf War1; Jump
+3): A tall, well-built half-elf, Garek sporadically scratches his skin screaming, Get
them off me!
Empty. There appears to be some work
being done on this cell. The crude privy is
torn apart, and a large hole leading down
into darkness is visible. The cell door is
open.
Empty. Scraps of rotten food litter the floor,
being feasted upon by rats. The cell door is
locked.
Val Overran (male human Com1; Forgery
+1): A naked and very hairy man paces this
cell, growling savagely and salivating. He
believes that he suffers from lycanthropy.
See Routines at Witten Asylum, above, for

more details. If the PCs gained access by claiming
to be visitors for one of the patients, only one of
the PCs is allowed in the visiting room at a time.
The remaining party members may watch from
the hall until the visitation ends. If the patient
clearly does not know the PC or appears disturbed
by the intrusion, the guard removes the PC from
the room and escorts the party out the front door
by force, if necessary. Max Orwelian and Marco
Olepa both pretend to know the PCs if brought to
the visiting room, while Gorslag and Kazzmela
appear not to notice. The other patients reactions
vary, depending on how the PCs treat them.
B. Problems at the Asylum (EL 6)
3. Visiting Room
A great wailing can be heard echoing through the

halls, and a strange feeling of dread washes over
you. A few moments after it begins, four guards
rush up the hall toward you. Were sorry, one
explains, but theres, ah, a smallweve got a
bit of a problem. We really need for you folks to
leave while we get it under control.
Tattered and stained cotton pads haphazardly

cover the walls and door of this small room.
The chambers meager furnishings consist of
two wooden chairs that face one another in the
center of the room. Iron shackles and leather
wrist restraints have been bolted onto the arms
and legs of the chair facing the door.
19

This encounter can be played at any time:
This encounter can be played at any time while
the PCs are in Witten Asylum. GMs are encouraged to give the party a chance to speak with the
patients and the guards, but sooner or later they
should be strongly encouraged to leave.
If asked, the guards agree that the PCs can
return later in the day. The guards do not answer
any questions concerning the nature of the disturbance, on account of protecting patient privacy.
In fact, they do not know what is occurring: the
mind flayers portal, nearly complete, is periodically releasing waves of psychic energy. Many of
the patients have violent reactions to the sensation, and the guards have their hands full keeping
them under control.
If the PCs resist, the guards call for help,
bringing five to ten additional guards to the scene.
They will try to forcibly remove the PCs from
the asylum, but will not attack unless provoked.
If a fight does break out, the guards will try to
summon the city militia. If the PCs surrender at
any point without having killed any guardsmen,
they will be allowed to leave. Otherwise, neither
the guards nor the militia will rest until the PCs
have been arrested.
If Noric Chaunnor is with the party, he
will strongly encourage them to comply with the
guards requests.
the front gate inform them that the asylum is temporarily closed for repairs. The guards will give
this excuse every time the PCs return. Noric proposes that the PCs find a way inside themselves,
and offers an additional 100 gp per person if they
can tell him what is going on inside.
If they want to get back into Witten, the
party has two main options: the first is to find
Kraaven (see Chapter I: The City of Niarva, area
2c) and sneak into the asylum from the sewer
system below. Once the PCs go to meet Kraaven,
proceed to Chapter III: The Rogue. Their second
option is to return at night, when the guards are
not present. See Chapter IV: The Asylum Revisited for more information.
If the party stays in the asylum: This

chapter assumes that the party will leave the
asylum before they have the chance to explore.
If they manage to stay after the patients become
violent, use the room descriptions from Chapter
IV: The Asylum Revisited, adjusted as appropriate. The most important change to keep in mind is
that all the guards and staffers are still present and
alert, most of them busy handling the residents;
most other changes can be made on the fly.
Next stop...: Once outside the asylum, the
party is free to explore Niarva further. If he is with
them, Noric departs, with plans to meet the party
at the asylum gates early the following morning.
If the PCs do return (at any point), the guards at
20

CHAPTER III: THE ROGUE
B. Inside the Mausoleum

The walls of this 15 foot by 15 foot chamber
are lined with stone coffins stacked upon one
another, three to each wall. Deep within the
room, a voice calls out from the shadows.
A more motley band I have never seen. . .
Kraaven remarks under his breath, stepping
from behind piled coffins while keeping his
face in shadow. The dead keep their secrets in
this place. . .our words will not go beyond these
walls. I trust you have my payment?
Kraaven (see Appendix I: Primary NPCs),
once paid, tells the party that he was formerly a
patient at Witten Asylum. He explains that he had
a friend named Tarcyn who worked as a guard at
the asylum, who would sometimes talk too much
while drunk. One night, Tarcyn told Kraaven that
Doctor Illhausen was being held prisoner in the
asylum, and that Heraladus was performing grisly
experiments on those patients nobody would
miss. When Tarcyn realized all that he had told
to Kraaven, he grew extremely nervous, and had
Kraaven committed to the asylum. Only recently
did Kraaven escape, and he hopes the PCs will
infiltrate the asylum and stop Heraladus and his
morbid experiments. He offers to show the party
a hidden way into the asylum that will avoid rousing further suspicion.
If the PCs agree to follow Kraaven (either
immediately, or after taking time to prepare), proceed to area 2.
After learning about Kraaven Moorhead from the

townspeople, the PCs finally get the opportunity
to meet him. For a price, he shows them to the
sewers and give them a map to the asylum. It will
be a dangerous method of entry, however, as great
perils lurk beneath Niarvas streets.
This encounter is intended for use after the
PCs have already visited the asylum during the
day.
SEWER EVENTS
AND
LOCALES
Be prepared: The sewer system can prove

to be a difficult undertaking for lower-level parties, but it can also add to the mounting tension
of the adventure. There is still another option,
however: if the PCs choose, they may attempt to
re-enter the asylum on their own. Using the front
gate at night is the most likely possibility (see
Chapter IV: The Asylum Revisited), though if the
players conceive of an alternative method, they
should be allowed to give it a try. Using the direct
approach offers its own unique set of challenges.
A. Cemetery Entrance
Under the pale moonlight, every headstone
seems to exude an unearthly aura. The air is
cold and humid, with a low fog creeping amid
the graves. A stone-cobbled walkway snakes
through the cemetery, with all roads converging at a small mausoleum in the center of the
property.
21
Chapter III: The Rogue

GMs should familiarize themselves with both
main paths, and lead the action toward the most
interesting conclusion for their players.
storm would conceal the ledges, as well. The

stench here is atrocious, hundreds of uniquely
vile odors commingling in the air.
1. Into the Sewer

The muck is 3 feet deep. The ledges are 12
inches wide and run throughout the sewer.
Under the dim light of the moon, Kraaven leads

you down the winding back alleys of Niarva,
finally coming to a rusted iron grate in the
center of the street. This is where I came out
after I escaped, Kraaven explains, as he scans
the street for passersby. The only living thing
in view is a drunken vagrant slumped against
a wall. Satisfied that the vagrant is unaware,
Kraaven drags the heavy grate out of place.
Good luck, he says. And no torchesits like
a powder keg down there. It will be dark and
foul, but its the quickest way into the bowels of
that infernal place. Handing you a crude map
of the sewer system, he turns to go. A horrible
stench rolls out from the hole, and you see an
old iron ladder leading down into the darkness.
Sewer Conditions: A number of environmental factors are relevant so long as the PCs
remain in the sewer. They are as follows:
Stench: The smell is nearly unbearable.
Anyone who enters the sewer must make a Fortitude save (DC 13) or suffer a 1 circumstance
penalty to all attacks and saving throws for one
hour, or until departing. PCs who attempt to stifle
the fumes gain a +2 circumstance bonus to their
Fortitude saves. This save must be repeated every
hour while in the sewer.
Kraaven departs as soon as possible. The

vagrant in the street is the same drunken man
from the foyer of The Barred Blade. He has no
possessions except for a half-empty bottle of
spiced rum clutched in his filthy hands.
The ladder is 10 feet high, slick with dark
slime and quite treacherous. A successful Balance
check (DC 11) allows a character to safely navigate the ladder. Any PC who fails this check slips
from the ladder and suffers 1d6 points of damage
from falling into the muck below.
a. Exit to the Surface
One long tunnel stretches ahead, the darkness
punctuated by occasional glimmers of light
from above. The walls are made of rough brick
and concrete, frequently cracked and ubiquitously stained, and the floor is hidden under
a channel of slime. A narrow ledge runs high
enough along each wall to offer a place to walk
above the muck, but only barelyone quick
Combustible Air: Lighting torches or casting spells that produce fire or combustion will
ignite the fumes in the air. In such a case, all characters in a 20-foot radius around the source of the
explosion take 4d6 points of fire damage (Reflex
half DC 17). Characters will have to use magical
light, sunrods, darkvision, or other means to navigate the sewer safely.
Disease-Ridden Conditions: Any character who takes damage while standing in the deep
muck must make an immediate Fortitude save
(DC 13) or contract filth fever (incubation period
1d3 days; damage 1d3 temporary Dexterity and
1d3 temporary Constitution).
Wildlife: Scurrying about the sewer is a
pack of 8 dire rats (see Appendix III: Monsters).
These creatures can be encountered at any point
while the PCs remain in the sewer system.
b. The Tunnels
The pungent stench of mildew emanates from
the wet sewer walls. Every few dozen feet,
thin shafts of moonlight fall through sporadic
22

iron grates in the ceiling, providing just enough
light to cast terrible shadows on the things that
crawl and swim about the sewer. Rats and other
vermin scurry in every direction. Somewhere in
the distance, a strange gurgling sound echoes
grotesquely off the slime-covered walls.
since fallen away. To the north, a passage leads

farther out of the sewer.
The light originates from a continual flame
spell cast on a 1 foot by 1 foot platform on the
floor. The sewage in this room is roughly 2 feet
deep, and the ledges running along the sewer
walls are absent. Two of the floating caskets
contain skeletal remains dressed in insect-riddled
clothing, but the third casket is empty, its lining
slick with a dark purple slime.
c. Broken Wall
After long years of neglect, a small section
of the wall here has been eaten away by erosion. A new stench drifts out from the chamber
beyonda stench of rot and decay.
e. The Tomb Room 2

This room has yet to be overrun with sewage, and
so the small yellow flame burning atop a concrete
platform on the dirt floor lights the area cleanly.
Six unmarked graves line the east and west walls,
one of which appears to have been disturbed. A
glistening purple slime is spattered on the walls
and floor, with maggots crawling in the ooze.
Scattered across the ground are several rusted
swords and maces, dead rats and tattered pieces of
clothing, all covered with the same slime. A pile of
dry bones rests in one corner, topped with a broken
skull. Another passage leads away to the north.
This area of the sewer marks an optional

area for the PCs to explore. A series of underground tombs has been uncovered with the collapse of the wall.
d. The Tomb Room 1
The air in this room is stagnant and foul, tainted
by the odor of death. There is no moonlight
here; instead, a sickly light emanates from
somewhere beneath the river of sewage which
has poured in through the gap in the wall. Shadows writhe across three 6-foot-long caskets
now floating on the lake of fetid mud, and torch
sconces line the walls, even their ashes long
The fire, as in the previous room, is a continual flame spell. A detect undead spell cast here
reveals a single strong aura in the next room. The
purple slime is warm and wet to the touch, but
harmless. The bones in the corner are human, and
constitute a full skeleton. The skull appears to
have been shattered by a crude, blunt weapon.
f. The Tomb Room 3 (EL 8)
The only light in this chamber is cast from the previous room, providing a foreboding atmosphere.
The air is cold and damp, and carries a stench far
worse than anything produced by the sewer. The
floor is covered in slime-covered bones and rotting rat carcasses, and eerie shadows dance upon
the walls. Against the far wall is a 9-foot-wide
stone sarcophagus, heavily detailed and lined
with runes, overgrown with moss and mildew.
23
Chapter III: The Rogue

Feigning death among the bones on the floor
is a mohrg (see Appendix III: Monsters). Characters who succeed at a Spot check (opposed by
the mohrgs Hide check) notice its slight movements. It will attack if it realizes it has been seen,
but otherwise prefers to strike from behind when
all characters have gathered around the sarcophagus.
This can be a challenging encounter, and
GMs may wish to eliminate it if the opposition in
the sewer seems too difficult or frustrating for a
party.
Characters who can read Celestial or who
succeed at a Decipher Script check (DC 20) can
glean the following message from the runes:
Here lies Senstrom Nightspyre, Champion of
the Lord of Righteous Thunder. Entombed with
his adversaries so that he might guard in death the
world he so loved in life. May honor guide him on
his journey. The year written on the sarcophagus
indicates that the deceased has occupied the tomb
for the past two hundred years. The sarcophagus can be opened with a successful Strength
check (DC 25); it is large enough that up to eight
Medium-size creatures can make a combined
effort. The warrior within has been perfectly preserved, as if placed there only hours before. He is
dressed in full plate adorned with holy symbols of
the Lord of Righteous Thunder, and in his hands
he clutches a fine rune-inscribed longsword.
The will of the Lord of Righteous Thunder
protects his disciple still, and neither the body
nor the armor can be removed from the sarcophagus. The sword, however, may be taken, in
the hopes that Senstroms holy quest might continue. If removed, the sword acts as a +2 holy
longsword.
below is severely clogged. The stench in this

room is more nauseating than ever.
From the grate, an amorphous mass of
eyes and mouths oozes forth, thick with fetid
slime and filth.
Rising from the grate is a gibbering mouther
(see Appendix III: Monsters). The gibbering
mouther knows not to use its spittle in the sewer,
as the flare would ignite the fumes in the air. If
panicked or near death, however, instinct may
override its restraint.
h. Beneath the Kitchen
The floor of this room is buried in piles of
garbage and rotten food. A length of rope lays
coiled in the muck, frayed and useless. In the
ceiling, roughly 10 feet up, is a small wooden
door.
The wooden door is unlatched and leads
into the food storage area of the asylums kitchen.
If the PCs leave the sewer from this room, continue to Chapter IV: The Asylum Revisited, area
13b.
i. Under the Privy
Cracks in the ceiling and a small hole 10 feet
overhead reveal a torchlit room. Foul-smelling
water drips from the ceiling, adding to the mire
of refuse all about.
The hole in the ceiling opens up into an
empty cell on the first floor of the asylum. If
the PCs leave the sewer here, proceed with the
description found in Chapter IV: The Asylum
Revisited, area 4.
g. The Drain (EL 5)

Two tunnels branch off to the north of this 40foot-wide square chamber. Foul water and other
detritus swirl in the center of the room, down
through a thick iron grate. The sewage drains
slowly, however, as if the grate or the tunnel
24

PART IV: THE ASYLUM REVISITED
Whether by trudging through the sewer or by
walking up to the front gate, the party returns to
the asylum. In the final chapter of Where Madness Dwells, the PCs learn the truth about what
goes on in the asylum by confronting its nighttime
residents. Vunik the sage explains what the mind
flayers plan with the portal, but only by confronting the mind flayers themselves does the party
discover how wrong that plan has gone. At last,
they must defeat the beast which emerges from
the portal, and destroy the portal itselfor doom
Niarva to the horrors wrought by the xxyth.
Setting the Mood
During the night hours, Witten Asylum is a place
of delusions and fear. The sounds of shrieks,

moans, and claws scrabbling across stone are
not uncommon, and which are real threats and
which are rats or frightened patients should be
left to the players to determine. The existence
of the mind flayers should remain a mystery
until their first appearance, when the nightmare
reaches its climax. But with the revelation of
the mind flayers existence, the players are also
given a way to control the situationto put an end
to the horrors within Witten. Allow them to feel
triumphant; theyve earned it, and it will make the
sudden appearance of the xxyth all the more terrifying. Many players know what mind flayers are
capable of, but when the xxyth arrives, they are
faced with a threat of unknown capabilities and
origin. In fighting to destroy the portal, they fight
25
Chapter IV: The Asylum Revisited

to restore the natural order of things.
Lucass Lawmen
A gang of vigilantes known as Lucas Lawmen
(hp 16, 15, 15, 14, 13; see Appendix I: Primary
NPCs for details) patrols the area around the
asylum at night. They are led by Lucas Bulvin, a
man whose relentless interrogations and confrontational demeanor only hint at his lust for violence
and desire for power within the citys vigilante
hierarchy. His marginally trained followers, however, do not share his ideas. Bribes and payoffs
interest them far more than the
chance to kill. Lucas realizes his subordinates
shortcomings; therefore,
he tries to force his opponents hand through the
use of veiled threats
and taunts in order
to provoke an armed
conflict. If unsuccessful, Lucas reluctantly
suggests a substantial
bribe (approximately
30 gp per person) in
return for quietly forgetting the disturbance.
The
vigilantes
notice the party on a successful Spot (DC 25) or
Listen (DC 27) check.
If party members
are trying to sneak,
use their Hide and
Move Silently results instead. (Low results draw
the vigilantes attention quicker than usual, as a
poor attempt at sneaking arouses suspicion.) This
check should be made once every minute while the
party is at the fence or outside on asylum grounds.
Exceptionally loud noises (such as breaking down
the gate) immediately notify the vigilantes of the
partys presence.
If the vigilantes detect the party, use the following description.
ing hide armor and grasping splintered clubs. A

lanky half-elf with flowing red hair, green eyes,
and untrimmed sideburns hurriedly marches
ahead of the group. He wears a suit of leather
armor beneath a sleeveless maroon shirt. A
weathered belt supports his maroon pantaloons
and holds a sheathed rapier. Come men, one
of the humans shouts. The asylum is in peril!
Lucas Lawmen to the rescue!
Encounter in the Asylum

During the night, a flesh golem aimlessly roams
the halls of Witten Asylum. This encounter can be
run at any time, but is most appropriate for increasing the tension if searching through the rooms
becomes too routine for the PCs. The flesh golem
can appear in any hall section of the asylum, and
on any floor. When the golem appears for the first
time, read the following to the players:
At the end of the corridor, a monstrous form of
sewn flesh and leather stands motionless. The
top of its head brushes against the asylum ceiling, but it doesnt seem to notice. A moment
passes, and it takes a lumbering step forward,
letting out a long moan.
ASYLUM
AT
NIGHT EVENTS
AND
LOCALES
A. The Front Gate
Five flickering torches steadily move through

the darkness, borne by five human males wear-
Under the night sky, the great silhouette of the

asylum towers over the darkened shops around
it. Every now and then, the distant flicker of a
torch or the echo of breaking glass resonates
from one of the nearby alleys, and faint howls
escape the asylums brick walls. A malodorous
breeze wafts through the streets, bearing the
unmistakable odor of rotting flesh. The wrought
iron gate and the asylum doors stand closed and
abandoned; it seems not even the guards come
here after sunset.
Witten Asylum is a very different place at
26

night. The asylum staff lock the gate and doors
after accounting for all outgoing staff members.
The fence can be scaled with a successful Climb
check (DC 15). An Escape Artist check (DC 30)
allows a character to squeeze between the bars.
Iron gate: 2 in. thick; hardness 10; hp 60;
The reception area is no different than

before. Mr. Strogg, his dogs, and his book are
absent from the room. At night, the asylum is
nearly abandoned, as the guards and most of the
staff refuse to stay past sundown. The doors are
locked.
Iron bar doors: 2 in. thick; hardness 10; hp
B. The Courtyard at Night (EL 7)

Mr. Strogg has left his light mace behind,
resting against the desk.
A chill fog has arisen, knee-high as it rolls

through the courtyard. A deathly calm surrounds Witten, shattered only by the occasional
howl or sudden piercing scream.
2. East Hall and Cells
Two shadow mastiffs (see Appendix III:

Monsters) patrol the courtyard at night. As soon
as they detect the party (possibly by scent), they
use their shadow blend ability to grant themselves
nine-tenths concealment. Once within 30 feet of
the party, they begin baying. If within range of the
effect (40% chance), Lucas Lawmen (see above)
will be alerted that something is happening at the
asylum, but will wait until all their members have
recovered from the mastiffs baying before charging in. Note that if the shadow mastiffs do not
get the chance to bay, any combat may still make
enough noise to summon the vigilantes.
C. The Front Door
The asylums two heavy wooden doors stand
closed and locked. The parasitic vines snake
across the wood, clutching the doors as if
attempting to contain whatever waits on the
other side.
An incoherent babbling echoes faintly down

the length of the corridor. Several torches have
burnt out, casting much of the hallway in darkness.
See areas 2L-2V in Chapter II: The Asylum
for details on the patients. Most are asleep, though
several may be awake, watching their surroundings in fear. The babbling comes from area 3.
The door leading into area 11 is locked and
barred from the other side. The door cannot be
unlocked from the hall, but only broken down.
The cell doors and visiting room door are locked,
as well.
Break DC 23.
Iron cell doors and visiting room door: 2
in. thick; hardness 10; hp 60; Break DC 25; Open
Lock DC 20.
3. Visiting Room (EL 3)
Something terrible must have happened in this
room. There are two chairs in the center of
the floor, broken apart, and splintered wood
fragments are scattered about the room. Large
stains spatter the walls, giving the appearance
of bloody hands streaking across the stone. The
floor is sticky with patches of wet blood.
Wooden doors: 2 in. thick; hardness 5; hp

1. Reception Area
The reception area appears much as it did
before, except that it is now unguarded. Neither Mr. Strogg nor his dogs are present. The
patient registry book is also missing. Both iron
bar doors appear tightly shut.
After the PCs left the asylum, one of the

more volatile patients went through a violent
27

psychotic episode, beating his fists and face on
the walls of his cell. After being brought into this
room for therapy, he attacked and chased the
doctor out of the room. Left alone, he continued to
mutilate himself, eventually dying from excessive
blood loss. He now haunts this room as an allip
(see Appendix III: Monsters). He has hidden
himself in the walls, but will emerge if anyone
opens the visiting room door.
4. Cell T (Ascension from the Sewers)
Wooden door (to area 6): 4 in. thick; hardness 8; hp 30; Break DC 25.
Iron cell doors: 2 in. thick; hardness 10; hp
Each guard carries a chain shirt, a sap, a
light flail, and 17 gp. Each also has a key ring with
three keys: one for area 1, one master key for the
cells, and another key for area 3.
5L-2K. West Wing Cells
The patients information corresponds with
their cell letter.
This is a small asylum cell, whose privy has

been torn apart. The iron bar door leading into
the hallway is open, and on the opposite wall is
a solid-looking wooden door.
A.
See area 2 for details on the east hall.

5. West Hall and Cells
This corridor is the mirror image of the east
wing hall, lined with patient cells and turning
right in the distance. The only noticeable difference is that where the iron bar door to the
visiting room should be, a wooden door stands
instead. A few moans and whimpers can be
heard from the cells, but most of the residents
seem to be sleeping.
B.
In the corner beside cell K, two guards lie

unconscious against the wall, their heads slumped
forward. If the PCs inspect the bodies more
closely, they find trails of dried blood emerging
from the guards eyes, noses, and ears. The guards
were knocked unconscious by a wave of psychic
energy from the portal, and will not wake until
morning.
C.
D.
E.
The door to area 6 is blocked with crudelynailed wooden planks. The planks themselves are
old and worn, and have begun to split after years
of pressure. A Listen check (DC 10) reveals a
strange groaning sound coming from beyond the
door. The door to area 7 is unlocked.
28
Harvey Grunspringer (male human Com1;

Profession (cook) +2): A toothless old man
with matted white hair, sitting in a corner
mumbling incoherent nonsense and pulling
his hair out in bloody clumps. Upon noticing the party, he shambles to the bars. Pointing at the ceiling, he asks if the party has
come from up there, and if they can please
lead him to the kitchen to prepare dinner for
the queen.
Onina (female human Com1; Craft (weaving) +2): Asleep in her cell, Onina is a
middle-aged woman who believes she is
royalty. When awake, she sits on her slab,
combing her sparse blonde hair with a
broken fork and pretending to sip tea from
an imaginary cup. She says that she needs
to get ready for the ritual, because theyll be
coming for her soon.
Thrumbar Ripplesnout (male dwarf War1;
Craft (gemcutting) +2): Thrumbar sits on
his slab in a catatonic state, staring blankly
ahead and drooling.
Empty. Cell door is locked.
Severus Salinius (male human Com1;
Diplomacy +1): Severus kneels on his slab,
covered in open wounds and carving designs
into his flesh with a piece of broken pottery.
He believes these to be magic runes which
will protect him. If questioned, he explains
that he saw the runes on the portal, and
that something terrible is coming. I must
F.
G.
H.
I.
J.
K.
be ready, he says. The tentacled ones will

return, and I must be ready. Any further
questioning agitates him, as he tries to concentrate on his carving.
Layerl Atrissian (female elf Com1; Profession (herbalist) +2): A very attractive elven
woman. A Knowledge (religion) check (DC
20) reveals that she is possessed by a malignant spirit from another realm. She promises her company to any who would free
her, but would actually only run. If denied,
she shrieks and moans, mumbling incoherently in Abyssal. Holy word, dispel evil, and
similar spells can free her, leaving her only
a bewildered elf maiden. When threatened
with exorcism, she offers information in
exchange for being left alone. If the party
agrees, she tells them, There is a portal to
a dark place, somewhere in this building. It
will open soon, and even I fear what comes.
I sense there is a sage who knows more.
She can give no further details.
Alonna Tre (female human Com1; Intimidate +2): An acute anorexic with torn
clothing, Alonna sleeps in a corner, her lips
encrusted with blood. Though malnourished
and dazed, she is one of Wittens more lucid
residents, and will talk about how patients
disappear at night. She has never actually
witnessed what happens, however.
Empty. Cell door is locked.
Empty. Cell door is open. A trail of blood,
still wet, leads out of the cell.
Gyl Bates (male human Com1): A short
man with ratlike features, Gyl has delusions
that he is very rich and will one day rule
the world. If awoken, he offers to buy his
way out of the asylum, claiming he secretly
runs Niarva and can pay any price. This, of
course, is far from true.
Frederick Keylorn (male human Com1;
Profession (bricklayer) +3): Cowering in
the corner, Frederick shakes violently, muttering, Dont let them take me. . .they come
for us at night. Two of them. They call to me
in my mind, I see them in my nightmares.
I can see the portal opening. . .gods above,
I see whats coming! Clutching his hands

over his face, he utters a terrible scream as
he attempts to claw out his own eyes. He can
be subdued, but he is too terrified to provide
any more information.
6. Storage Closet (EL 10)
The interior of this room carries a foul stench.
The walls are thick with black soot, marked
with chaotic tracings. The floor is covered in
dust, and an iron trapdoor near the opposite
wall is heavily barred and chained shut. The
trapdoor seems to be the source of a series of
low groans.
Three chaos beasts (see Appendix III:
Monsters) live in the room below, the last remnants of the mind flayers experiments to manipulate life. Years ago, the mind flayers began sealing
away their more bizarre creations in this unused
storage area. These creations eventually devolved
into chaos beasts, and left alone with only each
other to feed on, only three remain.
If the party opens the trapdoor but decides
not to descend, the chaos beasts will escape unless
the party resecures the trapdoor (Open Lock, DC
30). Even then, the chaos beasts will attempt to
force their way out. Unless the trapdoor is properly chained again, the Break DC becomes 25.
The chaos beasts will combine efforts to force the
trapdoor open.
If the trapdoor is not closed, they can climb
out in two rounds. If the PCs are gone by the time
they emerge, the chaos beasts will stalk the party
throughout the level. The sounds of gurgling
and hissing will follow the characters, until they
finally confront what they have unleashed.
Below the trapdoor is a 10 foot drop into a
small stone room, completely dark. Wet gurgling
sounds, as well as louder groans, emerge from the
darkness, along with a stench of rot and decay.
Characters who shine a light through the trapdoor,
or who have darkvision, see several amorphous
shapes slithering about.
29

8. Infirmary (EL 6)
The only light in this long room comes from
a pair of suspended bullseye lanterns, both
focused on the leftmost of three beds laying
flush against the far wall. A young woman is
strapped tightly to the bed by a series of leather
restraints, and she screams as blood pours from
a laceration on her forearm. An obese human
female dressed in a butchers apron stands over
the woman, holding a length of coarse black
thread attached to a fishing needle as she douses
her patients wound with a clear fluid.
A bronze coat rack converted into a portable stand supports a tarnished metal tray above
the patient. The tray holds a variety of primitive
surgical instruments, as well as a half-empty
bottle of the clear fluid. In another corner of
the room sits a large steel cabinet. Dried blood
covers most of the floor, forming a sickening,
sandy paste.
Iron door: 2 in. thick; hardness 10; hp 60;

The following items can be found scattered
about the room under the trapdoor, the remnants
of past victims of the chaos beasts: a length of
hemp rope (50 feet), a set of thieves tools, two
longswords, a slightly rusted tower shield, a
broken quarterstaff, nine arrows, a pair of black
leather gloves, and an assortment of shoes, pants,
tunics, and other articles of clothing. Most of the
items are tacky with slime. The black leather
gloves are Gloves of Dexterity +2.
7. West Corridor
Muffled screams echo through this polished
sandstone corridor. Four wooden doors are visible: two on the south wall, one at the east end,
and one at the west end.
A successful Listen check (DC 10) establishes that the screams are originating from area
8. The door to area 9 is locked.
The woman in the apron is Dolores Jevasic,

the asylums chief surgeon and a priestess of the
Lady of Death and Dark Secrets. (See Appendix
I: Primary NPCs for Dolores complete statistics.) When the party enters, Dolores is intent
on her work, and requires a successful Spot or
Listen check (DC 10) in order to detect the PCs.
Once alerted to intruders, she ignores her patient
and immediately calls for the guards in area 5.
The guards are unconscious, and will not come.
After two rounds, Dolores takes up the two daggers concealed behind her apron and attacks the
PCs.
Dolores is unaware of the mind flayers
existence, but she does have extensive knowledge of the entire second floor, including Doctor
Heraladus quarters, Vuniks prison cell, and the
secret door in area 23. She knows that Doctor Illhausen is alive, but completely insane. She does
not willingly reveal any information, and fights to
the death unless subdued or otherwise incapacitated.
Dolores patient is Tatiana Borashevsky
(female human Com1), a recovering narcotics
addict who injured herself trying to reach past the
30

bars of her cell door. Dolores attempt to close her
wound is crude, but genuine. Tatiana is close to
losing consciousness, and while she can identify
Dolores, she is too new to the asylum to have
much useful information.
medicine.
A glyph of warding protects the chest,
unleashing a sonic blast at anyone other than
Dolores who opens it.
Chest: 1 in. thick; hardness 5; hp 15; Break
DC 23; Open Lock DC 28.
The surgical instruments on the tray

include a scalpel, forceps, sutures, needles,
cotton pads, a hand drill, and a small chisel. The
glass bottle contains wood alcohol. The steel
cabinet has two compartments, held closed by
the same lock.
Steel cabinet: 1 in. thick; hardness 10; hp
Glyph of warding: CR 3; 5-ft. sonic blast

(3d8 points of damage), Reflex save for half
damage (DC 16); Search (DC 28); Disable Device
(DC 28).
Each of the rooms 114 books weighs 1
pound and is worth 1 gp. The candelabrum weighs
20 pounds and is worth 50 gp. Doctor Jevasics
clothing includes four embroidered gray robes,
a red silk kimono bearing a hand-painted dragon
emblem, and an assortment of shoes, undergarments, and other articles of clothing without
significant value. The robes are worth 10 gp each,
while the kimono is worth 100 gp. The silk sheets
and the fur on the bed are worth 150 and 100 gp,
respectively.
The chest contains 103 pp, 1,058 gp, and
408 sp. Buried beneath the gold and silver are
a +2 buckler, four sleep arrows, and a wand of
flame arrow (22 charges).
In the cabinets left compartment is a bottle

of wood alcohol, a spool of coarse black thread,
three spools of cotton, and two dozen pins.
The cabinets right compartment contains four
ceramic vials. The vials are potions of remove disease, cure light wounds, cure moderate wounds,
and cure serious wounds, all with a caster level
of 6. The potions are for the exclusive use of the
staff, as only the patients receive the benefit of
Dolores surgical skill.
9. Doctor Jevasics Quarters (EL 3)
Torchlight from the corridor faintly illuminates
this spacious bedchamber. An unlit, 4-foothigh bronze candelabrum sculpted to resemble
a voluptuous woman stands beside the door,
next to an upholstered cedar chair. An ebony
bookcase encompasses almost the entire eastern
wall, while against the southern wall stands a
canopied bed covered in silk sheets and beautifully crafted bear fur. To the beds left stands a
mahogany armoire with gilded doors. The doors
are slightly ajar, revealing an assortment of
expertly-cut gray robes, silk scarves, and exotic
fur cloaks. An iron-reinforced wooden chest
rests on the floor near the armoire.
10. Staff Meeting Room

Six chairs surround a round oak table covered with loose sheets of parchment and open
ledgers. Two gilded oil paintings depicting
a scholarly young man with thin brown hair,
round spectacles, and a pale complexion face
each other from opposite walls. The figures in
the paintings are identical, but the backgrounds
differ: one of the images is set outside along a
busy thoroughfare, while the other takes place
in a stone room. Although chipped and weathered in spots, both portraits remain in essentially good condition. There are three wooden
doors in this chamber: one on each of the east,
west, and south walls.
Aside from one shelf of religious texts

devoted to the Lady of Death and Dark Secrets,
the books in the bookcase are mostly treatises on
The staff uses this room to report on the

patients to Doctors Jevasic and Heraladus. The
31

loose sheets on the table are this weeks reports,
while past reports are copied into the ledgers. A
successful Search check (DC 22) allows a character to discover that one of the ledgers contains
a brief entry on Vunik. The entry states, Vunik
seems to be doing well, despite his gross incompetence. Doctor Heraladus signed the entry one
week ago.
The portraits are of Doctor Illhausen, who
commissioned them almost forty years ago for the
worldly sum of 150 gp each. Careful study reveals
that the thoroughfare is Trobley Row, outside the
asylum, while the interior background is the
asylums reception area. Assuming the depictions
are accurate, the conditions both indoors and out
have taken a remarkable turn for the worse over
the years. If sold, the paintings are worth between
30 gp and 50 gp each.
All doors are unlocked.
11. East Corridor
The walls and floor of this polished sandstone
corridor are meticulously maintained. There is
a wooden door at each end of the corridor, and
one on the south wall.
13a. Kitchen
Resting atop a large coal grill is a massive iron
kettle filled with a broth smelling strongly of
garlic. Along the wall are four rows of shelves
lined with spices, fruits, vegetables, dried
meats, flour, and other ingredients. Two large
barrels stand in one corner of the kitchen. Sliding wooden doors lead to the north and west.
The mixture in the iron kettle is a garlicbased stew that tastes quite good, despite its
pungent aroma. All the ingredients on the shelves
are remarkably fresh. Dirty wooden bowls and
leftover food products float in water near the top
of one of the barrels, while the other barrel holds
clean water.
Meals are served to the patients an hour
before visiting hours begin, at 2:00 in the afternoon, and an hour after visiting hours end. Staff
meals are served throughout the day.
13b. Food Storage Area
The southern and western doors are

unlocked. The eastern door is locked and barred
from this side, and can be unblocked with little
effort.
12. Dining Room
An iron chandelier illuminates four long
wooden tables, each surrounded by six chairs. A
perfumed black curtain partitions off the southwest corner of this room, but does not eliminate
the odor of waste coming from behind it. A large
cupboard stands against the east wall, next to a
sliding wooden door.
This dusty, dimly lit 10 foot by 10 foot room is

filled with all manner of foodstuffs. Giant bags
of flour, barrels of mead, jars of spices, and
crates of salted meats line the walls. A small
wooden trapdoor sits in the center of the floor.
The trapdoor leads into the sewer beneath
the asylum. If the PCs came up from the sewer
by way of this door, proceed normally. If the PCs
entered the asylum by another means, and choose
to explore the area beneath the trapdoor, proceed
to Chapter III: The Rogue, area h.
14. Staircase
The cupboard contains numerous bowls,

cups, and spoons for the use of staff and patients
alike. The black curtain in the corner conceals the
staffs personal privy.
32
A spiral stone staircase ascends 10 feet before

ending at a heavy wooden door. Built into the
door at eye level is a small sliding panel. Thin
beams of light escape from around the edges of
the wood.
The dark staircase leads to the asylums

last line of defense against intrusion. During the
day, the guards use the sliding panel to verify the
identity of anyone attempting to gain access to the
asylums upper levels. At night, however, the door
is locked and the guard post abandoned.
The sliding panels dimensions are 4 inches
high by 10 inches long. The door is heavily barred
from the opposite side.
Sliding panel: 1/2 in. thick; hardness 5; hp 5.
Break DC 25.
spell (DC 18 to dispel).

Continual flame spells provide the illumination for this corridor and all remaining rooms on
the asylums second and third floors.
Reinforced door: 2 in. thick; hardness 5;
hp 20; Break DC 25 (35 with arcane lock); Open
Lock DC 22.
17. Records Room
Weathered, dog-eared parchments and folders
overflow from the open filing cabinets crammed
against this rooms walls. Speckled dust fills the
air, shining in the torchlight. Doors lead to the
north and south.
15. Guard Chamber

Half-open wooden crates teeming with wool
blankets, white linen shirts, lumber, stone
blocks, and construction tools are being utilized
as rudimentary chairs and couches in this large
chamber. Two torches burn low, sending shadows to dance among the rooms obstacles. A
single wooden door is visible on the far wall.
The crates contain general supplies for the
asylum, as well as unused building materials for
the portal.
One of the crates contains 145 gp, while
another contains a set of keys for all the locks on
the first floor.
The filing cabinets house forty years of

patient records. A quick scan through the bulky
folders reveals a marked difference in the thoroughness and organization of the files over time.
The oldest files are meticulously detailed case
studies with complete diagnostic and treatment
records. The later files, especially those completed in the past few years, are a poorly-maintained series of patient anecdotes and medical
hunches. Doctor Heraladus forged many of the
patient records until three years ago, when the
Lords of Enlightenment agreed to continue fund-
16. Upper Corridor

This polished sandstone corridor is well-lit by
bright yellow flames held directly in a series
of wall sconces. The corridor proceeds east
and west a short ways before reaching wooden
doors and turning south at both ends.
The hallway eventually wraps around, with
doors leading to areas 15, 17, 18, 19, 22, and 23
all present. The doors to areas 17, 19, and 23 are
unlocked. Low moans can be heard past the door
to area 23. The door to area 22 is locked, and reinforced with iron. A successful Listen check (DC
10) reveals the sounds of footsteps in the room
beyond. The door to area 18 is reinforced as well,
but has also been secured with an arcane lock
33

ing the asylum. At that point, Doctor Heraladus
decided that faking records was no longer worth
the bother. A Forgery check (DC 17) identifies the
forgeries for what they are.
Although most of the records are in chronological order, many are misplaced. A successful
Search check (DC 21) uncovers Vuniks file, but
it is empty except for one brief passage:
The patient clearly suffers from some unknown
mental disorder, but his boasts about his planar
knowledge cannot be ignored. Despite the risks,
this patients tremendous potential must be
explored more thoroughly. Recommend removal
from general population to a more secure location.
Doctor Heraladus
18. Dissection Chamber
A smell similar to that of decayed vegetation
lingers near an oval stone pedestal in the center
of this room. Thick maroon blotches cover most

of the pedestals surface. Parchments covered
in crude anatomical diagrams stretch across
most of the walls, indicating a rudimentarybut
extensiveknowledge of humanoid physiology
on the part of the authors. Annotations and notes
scribbled along the diagrams margins are written in a strange, flowing script. Next to the east
door sits a smoky quartz cabinet with a single
large door. Faintly visible behind the door is
a collection of beakers, jars, and trays, but the
opaque quartz denies further detail. A second
wooden door is set in the north wall.
The mind flayers dissect the more interesting patients in this crude autopsy room. Those
suffering from especially strange fits of delusion
or violence are the first to be examined. The oval
pedestal measures 6 feet in length, 4 feet in width,
and stands just over 4 feet high. Dried blood
forms the pasty blotches found on the pedestal.
The sketches and diagrams are nailed to the walls,
and contain information on all the major human-
34

oid races (and some minor ones besides). Written
in Undercommon (using the Elven alphabet), the
notes on the sketches describe speculated functions of each organ and ascribe a name to each
organ and organic system.
The cabinet is locked. Inside are tightlysealed jars and beakers containing an assortment
of grayish masses floating in briny, gelatinous
solutions. Dried crusts of foreign matter stain over
a dozen steel surgical instruments on a metallic
tray. A small, black ledger lays beneath the tray.
The jars and beakers store a number of
preserved human and elven organs. A successful
Heal check (DC 15) confirms this. The stains on
the surgical instruments are from previous autopsies.
More than 120 dissections performed over
the last twenty years are catalogued in the ledger.
Although most of the experiments appear barbaric, the authors clearly display an increasing
knowledge of anatomy and physiology. Like the
diagram notes, the book is written in Undercommon.
Quartz cabinet: 2 in. thick; hardness 8; hp
19. Administrative Office (EL 1)
Two unlit, tarnished bronze candelabra flank a
stately wooden desk and a high-backed upholstered wooden chair. Carved from cherry wood,
the desk and chair legs resemble giant lion
paws. In contrast to the ornate desk and chair,
the bookshelves against the walls are simple
and undecorated, holding dozens of volumes.
Wooden doors are present on the south, east,
and west walls.
A small creature with leathery bat wings
hovers a few inches above the desk. Thick, bony
ridges cover much of its back, and its mouth is
twisted into a perpetual sneer.
in area 21. Only if flight is not an option does it

defend itself.
Heraladus uses this office only on rare occasions, and has few records or information of his
own present. The desk drawer is locked, and contains a leather purse. A total of forty-three books
and tomes are housed on the bookshelves, largely
relating to either mental illness or herbalism. The
books belonged to Doctor Illhausen; Doctor Heraladus has never opened them.
Desk drawer: 1/2 in. thick; hardness 5; hp 5;
A leather pouch inside the desk contains 195
gp and a 150 gp pearl. Heraladus uses the money
to pay the asylum staff.
If Heraladus is alerted: Once Doctor
Heraladus becomes aware of the partys presence,
he immediately commences defensive actions.
His exact response, however, depends on his perception of the partys plans. If they seem intent
on finding him or his laboratory (where he is currently), he begins casting defensive spells. Otherwise, he summons two howlers (see Appendix
III: Monsters) to hunt the party down while he
casts defensive spells on himself. See Appendix
I: Primary NPCs for Heraladus statistics.
If Heraladus summons the howlers, use the
following description:
A soul-stirring howl fills the air, and a sound
like claws against stone echoes throughout the
asylum.
The creature is a homunculus, recently created by Doctor Heraladus (see Appendix III:
Monsters). The homunculus does not attack,
instead merely observing the party. If provoked, it
flees to area 20, hoping to reach Doctor Heraladus
Each PC must immediately succeed at a Will save

(DC 12) or take 1 point of temporary Wisdom
damage. This is a sonic, mind-affecting attack;
deafened creatures are not subject to it.
The howlers have 7 rounds to find and attack
the party before disappearing. Heraladus does not
expect the howlers to kill the PCs, but merely to
weaken them so that he can destroy them himself.
35

20. Heraladus Quarters
behind the door.
Just inside this rooms entrance, three decorative lacquer panels obscure a majestic, alabaster
bathtub. Four onyx legs support the bathtubs
weight. A strong aroma of olive oil and flowers
emanates from almost a dozen open bottles of
perfume and cologne that rest on a small, malachite vanity with a spectacular silver mirror.
Next to the vanity sits a teakwood armoire, its
closed doors carved with images of battling
dragons. A canopied bed made of ebony stands
in the rooms northwest corner, covered in silk
and fur.
The perfumes and colognes on the vanity

are worth a total of 250 gp. There are twelve
jars in all, as well as an ivory comb worth 225
gp. The fine robes and shirts in the armoire are
worth 200 gp, while the silk sheets and bear fur
on the bed are worth 150 gp and 125 gp, respectively.
21. Heraladus Laboratory (EL 7)
Noxious plumes of burning sulfur and incense
swirl through the air in a hypnotizing, rhythmic dance, both delighting and deadening the
senses. The caustic smoke emanates from a
pair of smoldering crucibles that rest on a cluttered wooden table overrun by dozens of small
beakers, jars, and vials. A quill pen, a bottle of
black fountain ink, and four sealed scrolls lay
on a slate desk in the rooms southwest corner,
next to which stands a pottery wheel, spinning
apparently of its own accord. Resting flush
against the north wall are a large wooden chest
and a well-stocked cedar bookcase.
Standing in the center of the room is a
middle-aged human male with an olive complexion and thin brown hair. His blue and
yellow-streaked robe clearly shows his gaunt
frame, and a pair of ornate wrist guards is
clearly visible beneath his sleeves. A golden
ring sparkles on his left hand, while the hilt of
a sheathed dagger protrudes from his belt. A
twisted smirk comes over his contorted face, as
his steely eyes convey his resolve.
Heraladus, in area 21, can hear the PCs

conversing or searching his room on a successful
Listen check (DC 12). Adjust this accordingly,
depending on the PCs exact actions. If Heraladus
does hear the party, see If Heraladus is alerted
in area 19, above.
In order to use the bath,
Dolores casts two create water
spells, and Heraladus uses burning hands to heat the water. In
exchange for her assistance, he
allows Dolores to use the
bathtub as well,
explaining the
perfume on the
vanity.
A secret door to
Heraladus laboratory is built into the
west wall. Triggered
by putting pressure on a
particular stone, it slides
open, leading directly
to area 21. Locating the
secret door requires
a successful Search
check (DC 21). A
successful Listen
check (DC 12)
detects movement
If Heraladus is caught unawares by the

party, he will be much more likely to converse, if
only briefly. If he has cast any preparatory spells,
he engages in combat immediately, in an attempt
to end the fight before the spells durations expire.
He will not retreat, nor give any information about
the mind flayers or the asylum. His rationale is
that he would rather die now than risk retribution
from the mind flayers.
If Heraladus takes damage, he will use a
round to drink his potion of cure light wounds. His
36

preferred strategy is to clutter the room with summoned monsters, and throw the spheres from his
robe of storms (see Appendix II: Magic Items)
while his opponents are occupied. Heraladus does
not flee under any circumstances, nor does he
seek the mind flayers assistance.
If Heraladus has only just summoned the
howlers, they may still be with him in the laboratory.
Heraladus full statistics are detailed in
Appendix I: Primary NPCs.
The beakers and jars on the oak table
contain a wide assortment of spell components,
including body parts, metals, alloys, plant materials, and arcane foci. Although the components
have no monetary value, there are sufficient spell
components to cast all of Heraladus known
spells.
Heraladus used the pottery wheel to craft
the homunculus in area 18. An unseen servant has
begun work on another.
The bookshelf contains seventy-three volumes, primarily discussing arcane topics such as
planar travel, portals, and the creation of magical
robes and constructs. Heraladus also has several
books on the development of human mental abilities; these appear to be particularly well-read. A
successful Search check (DC 20) uncovers Heraladus spellbook, a large, leather-bound tome.
The spell book contains all of Heraladus prepared spells, as well as another 2d6 spells of the
GMs choosing.
The chest is unlocked, but a fire trap protects
it from unauthorized access. Any PC opening the
chest springs the trap.
Fire trap: CR 2; 5-ft. radius centered on the
chest (1d4+7 points of damage), Reflex save for
half damage (DC 18); Search (DC 29); Disable
Device (DC 29).
Each book weighs 3 pounds and is worth 2

gp.
The four scrolls on the desk are scrolls of
dimensional anchor, gust of wind, mirror image
and shrink item. Their caster level is 7th.
22. Solitary Confinement (EL 6)
Two powerful, stocky dwarves wearing halfplate armor and wielding battleaxes stand just
inside the entrance to this short hallway lined
with cells. A simple bunk bed and a wooden
table covered with filthy bowls and mugs
occupy a small alcove nearby. The dwarves
barrel chests obscure the cells occupants.
The dwarves attack if the PCs do not immediately offer convincing evidence that they have
Doctor Heraladus permission to be there. If confined to close quarters, the dwarves bull rush their
opponents to drive them into the corridor. See
Appendix I: Primary NPCs for details on the
prison guards.
Both prison guards and prime craftsmen of
the portal, the dwarves reluctantly reside in solitary confinement. They constructed the bed and
table from surplus wood and construction supplies from the portal. A successful Search check
(DC 10) reveals a large folded leather pouch
stored beneath the bed. The pouch holds an outstanding set of gem-cutting and masonry tools.
The three cells are furnished identically to
those on the first floor: a simple stone slab for a
bed, a small box with a lid for a privy, and a dilapidated wooden trunk for the patients personal
possessions.
Iron cell doors: 2 in. thick; hardness 10; hp
22A. Vuniks Cell
The chest holds 322 pp, 4,783 gp, and 3,455

sp. This is the asylums treasury, representing its
profits over the past twenty years after Heraladus
and the mind flayers skimmed their share from
the fund.
37
The cell closest to the entrance houses a passive, middle-aged human male with a thick
clump of gray hair and an unkempt beard. He
wears a simple white cloak and peeling leather
sandals. He feverishly writes mathematical

equations and notes in a voluminous tome that
rests precariously on his lap.
Vunik (male human Exp8) resides in the cell
closest to the door. Regardless of the PCs actions,
he continues his work, only glancing upwards if
someone calls his name or physically demands his
attention.
Following are two slightly different dialogues with Vunik, depending on which adventure hook you are using. If you are using the Long
Lost Uncle hook, use Dialog 1. If you are using
either the Missing Lord or Inspection Time hooks,
use Dialog 2.
Dialog 1:
A befuddled expression overcomes the dirty
man as he hesitantly drops his parched quill pen
and glances up. After a moment of shock, he
gleefully shouts, [Nephew / nieces name]!
one at the apex of the portalmust be destroyed.

This will reverse the flow of energies. I tried to
tell the doctor, but he just wont listen to me.
Destroy the portal. . . His words trail off, and
he begins to shake violently.
Dialog 2:
A befuddled expression overcomes the dirty
man as he nervously drops his parched quill pen
and glances up.
If questioned, Vunik will respond with short
answers (if he knows the answers at all), becoming animated only if the PCs mention the portal.
He then launches into the following ramble. At
the end, Vunik shows his sketchwork (Handout
B) to the PCs in the hope that they can determine
what is wrong.
After a brief exchange of pleasantries, Vunik

begins his rambling tale and stops for absolutely
nothing. At the end of his story, Vunik shows his
sketchwork (Handout B) to the PCs in the hope
that they can determine what is wrong.
I still cannot believe you came all this way to
see me, Vunik says. I know that your mother
worries about meperhaps too much. But I
always told her that I am destined for greatness. Vunik the wise! Vunik. . .super-genius!
Finally, someone recognized my vast achievements and put me to work. Doctor Heraladusa
smart fellow, you knowsaw my potential and
gave me a special assignment: to send his two
tentacled friends home. Once my calculations
were complete, my dwarven associates with
their magic hammers started constructing the
portal. Everything is as I specified, but I fear
there is some terrible flaw in my calculations.
You must find the dwarves portal sketchit has
an incantation that can be spoken backwards to
bring down the portals magic. Once the incantation has been uttered, the keystone gemthe
38
Yes! Finally, someone has recognized my

achievements and given me a task worthy of my
skills! Doctor Heraladusa very intelligent man,
I might addsaw my potential and gave me a
special assignment: to create a portal to send
his two friends back home. So I immediately
began my calculations to return them to their
underground city. I only wish I could remember
their namesits been so long since Ive spoken

lies on the floor of his cell. The only clue to his
true identity is the elaborate ring he wears, bearing the mark of The Lords of Enlightenment. Any
attempts to converse with him will most likely fail
miserably, as he is paralyzed with fear. He begs
for death, claiming that he cant bear to carry on
knowing what he knows, and seeing what he has
seen.
Undercommon.
Strange-looking
fellows,
too, with so many tentacles. But very likable,
indeed, very likable. Once my calculations were
complete, my two dwarven friends with their
magic hammers started constructing the portal.
Ah, where are they, anyway? Oh, never mind.
Anyway, after about three weeks of construction, they completed the portal exactly to my
specifications. But something is wrong. Im not
sure what, exactly. I rechecked all my calculations. The square root of 3,364 is 58, 78 times
52 is 4,056, 2 plus 2 equals 5. I just cant seem
to find the mistake. Everything is as it should
be, but I fear something is terribly wrong. You
must find the dwarves portal sketchit has an
incantation that can be spoken backwards to
bring down the portals magic. Once the incantation has been uttered, the keystone gemthe
one at the apex of the portalmust be destroyed.
This will reverse the flow of energies. I tried to
tell the doctor, but he just wont listen to me.
Destroy the portal. . . His words trail off, and
he begins to shake violently.
23. Lecture Hall (EL 6)

Eleven disemboweled, animated human corpses
shamble around this large amphitheater, bellowing low-pitched moans. Numerous surgical
scars and areas of rot expose their dull yellow
bones and decaying muscle tissue. Most of the
creatures congregate near a black stone cube
situated on a dais in the center of the room.
Long wooden benches carved from dead wood
surround the dais.
Vunik knows only the information conveyed in

his rambling statement. He has no other useful
information. The mind flayers charmed Vunik; he
therefore expresses no desire to leave the asylum,
and vehemently protests any attempt to make him
leave. He happily agrees to remain in his cell until
the party returns after investigating the portal.
Vuniks book holds a collection of sketches, theories, equations and laws regarding planar travel.
22B. Empty Cell
This cell, identical to the other two, is empty.
22C. Kelym Aradamores Cell
A naked human male lies curled in the fetal
position in the corner of the far cell, covering his
eyes with his arms. His fingers are broken and
bloody, apparently from having scratched the
numbers 1-5-6 repeatedly into the cell walls.
Lord Kelym Aradamore (male human Ari8)
The eleven zombies (hp 19, 17 (x4), 16

(x3), 15, 14, 13; see Appendix III: Monsters for
details) never leave the room. They will attack
without question upon spotting the PCs. Due to
the effects of an unhallow spell (see below), the
zombies gain a +2 deflection bonus to AC and a
+2 resistance bonus to saves against good-aligned
creatures. Attempts to turn the zombies suffer a
-4 profane penalty, and a bane effect imposes a -1
morale penalty on all PCs attack rolls and saving
throws against fear effects made within the room.
Doctor Illhausen used this chamber as a
lecture hall, frequently making presentations to
the asylums staff members. Six years ago, Dolores converted the neglected chamber into a small
temple of the Lady of Death and Dark Secrets.
She then animated some of the mind flayers dissected patients to serve as the temples guardians.
Earlier this year, Dolores brought in an elder
priest to cast unhallow on the black anthracite
altar in the center of the dais.
A secret door on the east wall leads to area
24. It can be discovered with a successful Search
check (DC 21). When activated (by tugging on
one of the continual flame wall sconces), a sec-
39

tion of stone slides away, opening a passage into a
short corridor.
24. Secret Corridor (EL 1)
A narrow hall extends 20 feet south to a flight of
stone stairs. Scrapes and gouges cover the walls
and floor.
26. Narcotics Storeroom
The improper handling of the stone blocks

carried upstairs for the portals construction created the marks throughout the hallway. A scything blade trap awaits 5 feet before the stairs,
installed by the mind flayers to discourage trespassers.
Scything blade trap: CR 1; +8 melee (1d8/
x3 crit); Search (DC 21); Disable Device (DC
20).
25. Upper Hallway
At the top of the stairs, a corridor leads west for
30 feet before ending at a wooden door. Two
more wooden doors interrupt the stonework of
the corridors north wall.
All doors are locked. A successful Listen

check (DC 5) reveals a soft whimpering behind
the northwest door.
Wooden doors: 1 in. thick; hardness 5; hp
This dusty closet houses three shelves, each

holding eight ceramic flasks. Bushy cobwebs
are draped between most of the long-neglected
containers.
Doctor Illhausen used these narcotics to
treat or sedate patients. Most of the flasks contents are spoiled or evaporated, but four sealed
flasks have preserved their contents through the
years. Two contain oil of taggit (ingested DC
15; initial 0; secondary unconsciousness), commonly prescribed as a sedative. Carrion crawler
brain juice (contact DC 13; initial paralysis; secondary 0) is stored in another flask, originally
for administration to particularly aggressive
patients. Lastly, one flask of dragon bile (contact DC 26; initial 3d6 Str; secondary 0) remains
viable. It was exclusively reserved for use on
exceedingly violent patients. Though the flasks
are labeled, the writing has long since worn off.
An Alchemy check (DC 20) is necessary for
identification. Ingesting or utilizing the spoiled
poisons has no effect.
27. Doctor Illhausens Quarters
Amidst heaps of soiled clothing, an elderly
human male sobs inconsolably. Shattered spectacles desperately cling to his emaciated face,
while only wisps of gray hair linger on his dry,
peeled scalp. His hands and wrists twitch sporadically, and his withered body emits a nauseating stench. Some of the nearby piles of clothes
stand almost 4 feet high, creating a labyrinth of
sorts through the crowded bedchamber. Jagged
pieces of a smashed dressing table lie scattered about the floor. Hardly visible behind the
mounds of debris are a filthy bed and a wooden
door along the far wall.
40

Doctor Illhausen (see Appendix I: Primary
NPCs) has not left his bedchamber in almost two
years. Shortly after their arrival, the mind flayers
confined Doctor Illhausen to his quarters. For
most of his first decade of captivity, the mind
flayers maintained control over him out of fear
of discovery. Now that his public appearances are
rarely required, they simply ignore him, keeping
him alive in case he should ever be needed again.
Unlike the patients, the good doctor is rarely fed.
The years of neglect and domination have rendered him slightly mad, and he sometimes has difficulty remembering his own name. Given proper
treatment, Doctor Illhausen might soon recover,
and become the rational, compassionate man he
once was.
Questioning Doctor Illhausen reveals that
he knows very little about what is truly going on
in the asylum. He does know, however, that something very wrong is happening. In dreams, he has
seen Doctor Heraladus constructing an elaborate
portal adorned with brilliant gems, but he does not
know its purpose. He theorizes that whatever is
on the other side of the portal is the cause of the
periodic waves of dread and anger that have been
aggravating the patients, but that is the extent of
what his shattered mind can piece together. He
has heard horrible noises coming from outside his
room, and from time to time hears voices in his
head.
The mind flayers in area 30 are monitoring
Doctor Illhausens thoughts, and are aware of his
conversation with the PCs. Using their suggestion
ability, they telepathically instruct him to delay
the PCs while they continue their insidious work.
At the end of his discussion with the party, Doctor
Illhausen attempts to distract the characters by
telling them to ignore everything he has just said,
as he has gone quite mad in his old age. He even
goes so far as to try to block the PCs from leaving
the room. If the PCs force him aside, he growls
in a strange, watery voice, Leave this placeyou
have no business here!
webs envelop a rotting, warped desk. Crumpled

pieces of parchment litter the floor. A strong
musty odor lingers in the air.
During his first few years of captivity,
Doctor Illhausen valiantly attempted to diagnose and treat patients solely by examining their
records. His efforts are documented in the hundreds of case studies that litter the floor. The room
has remained untouched for the last fifteen years.
Doctor Illhausen screeches and shrieks if the PCs
rummage through the room for more than two
rounds.
29. Mind Flayers Quarters (EL 1)
The sight of dozens of bleached humanoid
skulls prominently displayed on wall shelves
greets those who enter this room. A pair of
macabre cots, crafted from carved bones and
flayed skin, rest against the walls. The front of
a heavy, wooden chest protrudes from beneath
one of the cots. A wooden door leads west.
The mind flayers in area 30 do not hear the
party if the PCs do not engage in activity louder
than normal conversation. Otherwise, the mind
flayers hear the party on a successful Listen check
(DC 14; adjust accordingly depending on PC
activity). Any extremely loud noise, such as triggering the alarm (see below), engaging in combat,
or smashing the chest open automatically notifies
the mind flayers of the partys presence.
A character who makes a successful Listen
check (DC 19) at the west door hears movement
and low whispers.
There are twenty-three skulls on the shelves:
eight human, six elf, three dwarf, two gnome,
one orc, one halfling, one gnoll, and one goblin.
The mind flayers collect these unusual trophies,
proudly displaying them as an affirmation of their
might.
There are 2 inches of space between the
chests lid and the underside of the cot; not enough
to open the chest. The chest weighs close to 400
pounds, and requires a Strength of 20 to lift, or 12
28. Doctor Illhausens Office

Layers of smothering dust and strands of cob-
41

to drag. The cot can be moved without difficulty.
The chest is not locked, but is sitting on a
pressure plate. Moving the chest in any direction
rings a loud bell, instantly drawing the attention
of the mind flayers in area 30.
Pressure plate trap: CR 1; No attack roll
necessary; Search (DC 23); Disable Device
(DC 23).
The chest holds 3,643 gp, a leather pouch
containing six 250 gp agates, a +2 short sword of
shock, a +4 belt of giant strength and a potion of
cure critical wounds.
30. Mind Flayers Laboratory (EL 10)
This square room appears to be a makeshift
workshop, with rough wooden tables lining
the walls on all sides. A large, crude sketch of
an archway rests on one table beside a pair of
leather tool cases, while four jars sit in a row on
another table, their contents glittering brightly.
Two beautifully-crafted hammers lean against
four massive stone blocks resting near the west
wall. The south wall and its accompanying
stone door appear to be recent additionsdust
still lines the floor in front of them, and the
mortar is pale and fresh. A heavy iron bar lays
beside the stone door.
If alerted to the PCs presence (either by
hearing them in area 29, or by sensing their conversation with Doctor Illhausen), one of the two
mind flayers (hp 43, 40; see Appendix III: Monsters for details) lies in wait here, ready to unleash
its mind blast as soon as the door is opened. The
other is in area 31, trying to activate the portal to
escape. Characters who succeed at a Listen check
(DC 17) hear it chanting.
If the PCs have avoided detection, both
mind flayers are in the laboratory. They begin
combat by using their mind blasts. The moment
things appear dangerous for them, one heads for
the portal to try to activate it.
The mind flayers telepathically communicate with the party throughout the encounter.
They emphasize the hopelessness of their situation, and the inherent weakness of the humanoid
races.
See area 31 for details of the portals activation.
The dwarves constructed the south wall and
stone door prior to building the portal, so that
if something went awry, the mind flayers could
retreat to a position of safety. The stone door can
be barricaded with the metal bar. The stone blocks
near the west walltwo basalt, and two quartzare
leftover building materials from the portal.
The sketch on the bench is a detailed blueprint for the portals construction, written in
Dwarven. At the bottom of the sketch is a short
passage written in bizarre runes, which can be
translated with a read magic spell. The passage
reads: Zembi lan heliar lil dey ren kotha. It is
the incantation that magically protects the portal
from harm, and places an invisible barrier around
the five flawless gems that frame the structure.
Reversed, it destroys the same barrier.
Stone door: 4 in. thick; hardness 8; hp 60;
Break DC 23 (28 with the bar in place).
The four jars on the workbench contain
powdered platinum, powdered silver, powdered
gold, and powdered sulfur, and are worth 500
gp, 350 gp, 100 gp, and 5 gp respectively. The
two hammers are both stonestrong hammers (see
Appendix II: Magic Items). The dwarves use
42

the precision tools in the tool cases for fine detail
work on the portal. Each set is worth 100 gp.
Each mind flayerpossesses a set of keys to
all doors in the asylum. One carries a 500 gp black
onyx, and the other carries a 100 gp garnet.
to envelop the mind flayer with a constricting

grip. The demons single eye is enormous, multiple pupils expanding and contracting as they
swim within a watery gray. Foul whispers in
an unknown tongue fill the air, an indiscernible
cacophony of madness.
Without a glance at its prey, the demon
lashes out at the mind flayer with the scythe-like
stalks on its back. The mind flayer is torn apart,
and its mutilated form falls from the demons
tentacles. No longer distracted, the demon
leaves the portal behind, surveying its new surroundings.
31. The Portal (EL 13)

A vaulted basalt and quartz arch stretches from
floor to ceiling in the center of this otherwise
empty room, inlaid with chips of platinum, gold,
and silver, and framed with five flawless gems.
Strange runes adorn the edges of the portal,
written in a chaotic script which seems to twist
back on itself and conceal its own characters.
If a mind flayer begins the incantation to
open the portal, it takes 1d4+2 rounds to finish.
GMs may wish to adjust the timing to allow the
characters to come into the room just as the portal
begins to open. If the mind flayer is interrupted,
the portal itself will try to finish the incantation
the runes along its sides will writhe and glow, and
strange whispers will emerge from its center. This
takes 4 rounds to complete, after which the portal
opens.
If a mind flayer finishes the incantation, read
the following (or paraphrase, if the mind flayer is
not present):
The mind flayer stands motionless, tentacles
quivering, then stilling, as if having completed
its fell magics.
Slowly, beginning at the bottom and
crawling to the top of the arch, the runes on the
portal begin glowing a deep, smoldering violet.
A resonant hum builds to a crescendo of twisted
screams as the empty space within the archway
fills with a boiling blackness. Dull-green smoke
pours forth from the churning void, and the
room grows unnaturally cold. The mind flayer
steps back, its confidence gone.
Out of the swirling darkness, a grotesque
figure drags itself into the room, breaching
the barrier between the planes with a horrible,
soul-stirring shriek. Glistening green tentacles
flutter beneath its shelled maw, growing longer
The creature is a xxyth, a creature described in

Appendix IV: New Monsters. It attacks the party
immediately, using every ability at its disposal. It
gives chase if the PCs attempt to run, breaking
down doorways and smashing through walls if it
needs to.
If the xxyth is alive when the keystone gem
is destroyed (see below), the erupting chaotic
forces of the portal will begin pulling the demon
back into the void, stretching its flesh in a wave of
distortion. For two rounds, the xxyth is pulled half
its initial distance to the portal (and cannot move
elsewhere). On the third round, the xxyth disappears into the portal at the beginning of its turn.
The xxyth may attempt to lash out as it is drawn
back, trying to take as many of the PCs with it as
possible.
The runes etched into the portal are in an
unknown language, and impossible to decipher.
Decipher Script, comprehend languages, and
read magic are useless, and anyone attempting
to study the runes on the portal for longer than 3
rounds suffers 1d4 points of temporary Wisdom
damage unless a successful Will save (DC 11) is
made.
Each gem is a flawless ruby, weighing 1/2
pound with a value of 5000 gp. Each is protected
by a wall of force as cast by a 15th-level sorcerer.
The effect is constant and encapsulates each
gem completely. All the walls can be dispelled
by reciting the reversed form of the incantation
on the dwarves scroll from area 30. The gems
43

have been magically set to balance the flow of the
portals five vortices, ensuring a perfect harmony
of energy. The gem at the apex of the portal is
slightly darker than the rest, and was made to be
the keystone of the portal.
The portal can be destroyed by shattering the
keystone gem, which causes the flow of energy
within the portal to reverse. The keystone is set in
the top of the arch, 16 feet above the ground. The
portal can be climbed with a successful Climb
check (DC 15).
If the PCs succeed in shattering the keystone
gem, read the following:
As the gem shatters, shocks of energy begin
writhing across the surface of the portal, and the
entire room shakes with a violent magical tremor.
Reality itself appears to bend and twist around
the arch, as the vortex within boils and spins,
wisps of darkness pouring in every direction.
Each PC must make a successful Balance check
(DC 12) or be thrown to the floor by the initial
tremor. This save must be repeated each round the
PCs remain within 100 feet of the portal, with the
DC of the check increasing by +2 each round as
the tremors become more intense.
In six rounds, the portal breaks apart in a violent explosion spanning a 100-foot radius, dealing
12d6 points of fire damage to everything within
the blast zone (Reflex half DC 15). The room containing the portal is completely destroyed as the
walls explode outward into the courtyard, raining
fire and molten rock upon the grounds.
Portal: 3 ft. thick; hardness 8; hp 540; Break
DC 50; Fortitude +8.
Portal gems (5): 2 in. thick, 5 in. diameter;
hardness 10; hp 40; Break DC 40; Fortitude +6;
AC 13.
44

CONCLUDING
THE
ADVENTURE
Each of the following conclusions coincides with

the situations that brought the characters to Witten
Asylum. They may be combined if multiple conditions are met (e.g., if the characters discovered and
rescued Lord Kelym as well as uncle Vunik).
Long Lost Uncle
Vunik eagerly returns home to his sister after the
mind flayers charm expires. He offers the characters his lifes savingsa chest of valuables worth
2600 gpfor coming to his aid. He tells them he has
no more use for money, as his time in Witten taught
him the triviality of material possessions. Vunik
lives a long and happy life, rededicating himself to
his studies, and promising never to drink alcohol or
build another portal again.
Missing Lord
After contacting Maylath, the PCs must decide
what to tell him of Lord Kelyms fate. If the PCs
have rescued Kelym, Maylath will eagerly pay
them their reward and rush Kelym back to the
other Lords of Enlightenment. Though he has gone
quite mad from his ordeal, Lord Kelym eventually
begins to piece his life back together. He rarely
makes any more public appearances, however,
and the people of Niarva regard him as a reclusive
hermit. In time, rumors begin flying about his true
condition.
If Lord Kelym has been killed, Maylath
expresses his extreme discontent, telling the
party to leave Niarva before the other Lords hear.
Maylath offers to pay them their reward, but only
if they swear never to return to Niarva, as his own
life may now be in jeopardy.
Inspection Time
Heraladus death deprives the asylum of its
administrator. If the party does not publicize
Heraladus deeds and the mind flayers presence in the asylum, the morning shift of asylum
workers discover the carnage and report it to
the Lords of Enlightenment. Lord Zarechnov
quietly replaces Heraladus with an unqualified
relative, and the entire affair is forgotten. If the
party publicizes the travesty that has gone unnoticed for twenty years, the public backlash is so
intense that the Lords of Enlightenment offer to
pay anyone who can cure Doctor Illhausen, so he
can be restored as the asylums administrator. The
Lords discreetly ask the party to take their money
and leave Niarva, as punishment for creating such
a humiliating scandal.
Destruction of the Portal

The destruction of the portal causes a terrible explosion that rains fire onto the streets of Niarva. No
longer can the people of the city ignore the strange
happenings surrounding Witten Asylum. Just days
after the explosion, the Lords of Enlightenment
order the asylum to be shut down, and attempt to
quietly bury any evidence of the evil that reigned
there for so many years. All records are seized and
locked away in the citys archives, while any references to the mind flayers and the horror of the
portal are burned and forgotten.
Failure!
If the characters fail early in the adventure, the
mind flayers have little impetus to open the portal
immediately. Nonetheless, they are ready after
several more weeks, and both are slaughtered by
the xxyth. The demon ravages the city for untold
days and nights, hunting down and slaughtering
Niarvas people. The outside world avoids Niarva
at all costs, and those who escape the doomed city
wander aimlessly throughout the region as raving
madmen. Most of these unfortunate souls are subsequently incarcerated by local authorities, and
the legend of the horror at Niarva slowly spreads
into the annals of history. The demon is never seen
again, as if the very darkness that brought it forth
reached out and called it home to the void.
Further Adventures
GMs wishing to build on the events within Where
Madness Dwells to create further adventures have
a number of options. If the party gained sufficient
fame or notoriety, they may be approached by
the Lords of Enlightenment or Niarvas vigilante
gangs to take on new jobs. Each side may wish to
pit the party against the other, offering rewards for
information or objects useful for blackmail. Alternatively, there may be other threats to Niarvas
safety they wish to have investigated, either inside
or outside of the citys borders.
More direct links to Where Madness
Dwells events are also possible. If the party
rescued Lord Kelym, he may ask them to make
certain that other copies of the portal plans do not
existperhaps he overheard the dwarven prison
guards discussing selling the plans to a mage interested in dimensional travel, or to a group interested
in staging a raid on the mind flayer city (such as
a band of mind flayer-hating adventurers, or drow
hoping to expand their territory). The party may be
interested in the origin of the xxyth, and find their
research leads them to a distant ruined city where
mad sages study the void.
45
Appendix I: Primary NPCs

APPENDIX I: PRIMARY NPCS
Listed alphabetically
Arlana, female half-elf Wiz7: CR 7; Mediumsize humanoid (5 ft. 5 in. tall); HD 7d4+7; hp 29;
Init +1; Spd 30 ft.; AC 11 (+1 Dex); Atk +6 melee
(1d6+3, +2 quarterstaff); SQ Half-elven traits;
AL CG; SV Fort +3, Ref +3, Wil +6; Str 12, Dex
13, Con 13, Int 17, Wis 13, Cha 14.
Skills and Feats: Concentration +10, Craft
(Bowmaking) +7, Craft (Weaponsmithing) +8,
Knowledge (Arcana) +12, Knowledge (Nature)
+11, Profession (guide) +6, Spellcraft +13; Brew
Potion, Combat Casting, Craft Magic Arms and
Armor, Craft Wondrous Item, Scribe Scroll.
Wizard Spells (4/5/4/3/1): 0detect magic,
mage hand, mending, read magic; 1stcharm
person, comprehend languages, enlarge, identify, unseen servant; 2ndcontinual flame (x2),
arcane lock, locate object; 3rdgreater magic
weapon, keen edge (x2), lightning bolt; 4thfire
shield.
Possessions: +2 quarterstaff, potion of cure
light wounds (x3), spellbook.
Asylum Guards, male humans War3: CR 2;
Medium-size humanoids (5 ft. 9 in. tall); HD
3d8+3; hp 16; Init +1; Spd 30 ft.; AC 15 (+1 Dex,
+4 armor); Atk +4 melee (1d6+1 subdual, sap) or
+4 melee (1d6+1, light flail); AL N; SV Fort +4,
Ref +2, Will +1; Str 13, Dex 13, Con 12, Int 13,
Wis 11, Cha 10.
Skills and Feats: Intimidate +5, Jump +4,
Sense Motive +3, Spot +3, Swim +4; Expertise,
Improved Disarm, Improved Trip.
Possessions: Key ring with three keys for
use in Witten Asylum: one for area 1, one master
key for the cells and another key for area 3; chain
shirt, sap, light flail, 17 gp each.
Bobo the Waffler, male halfling Brd3: CR 3;
Small humanoid (4 ft. 1 in. tall); HD 3d6; hp 14;
Init +7; Spd 20 ft.; AC 14 (+1 size, +3 Dex); Atk
+2 melee (1d8-1, waffle iron); SQ bardic music;
AL NG; SV Fort +2, Ref +7, Will +5; Str 9, Dex
17, Con 11, Int 13, Wis 12, Cha 16.
Skills and Feats: Bluff +9, Climb +4, Diplomacy +9, Disguise +5, Hide +11, Pick Pocket +5,
Profession: Cook +5, Tumble +6; Exotic Weapon
Proficiency (waffle iron), Improved Initiative.
Bard Spells (3/2): 0daze, ghost sound,
light; 1stgrease, magic weapon.
Possessions: Waffle iron, wineskin, 20gp.
Bruel the Badass, male ogre Bbn3: CR 5; Large
giant (8 ft. 2 in. tall); HD 4d8+8 plus 3d12+6; hp
51; Init -1; Spd 40 ft.; AC 13 (-1 size, -1 Dex, +5
natural); Atk +11 melee (2d6+7, huge greatclub);
Reach 10 ft.; SA Rage 1/day; SQ Darkvision 60
ft., uncanny dodge (Dex bonus to AC); AL CN;
SV Fort +9, Ref +1, Will +2; Str 21, Dex 8, Con
15, Int 6, Wis 10, Cha 7.
Skills and Feats: Climb +4, Intimidate +2,
Listen +2, Profession (cook) +3; Spot +2; Skill
Focus (Profession [cook]), Weapon Focus (greatclub).
Possessions: Huge greatclub, small beltpouch containing 12gp, 2sp, and 15cp.
Doctor Illhausen, male human Exp8: CR 7;
Medium-size humanoid (5 ft. 7 in. tall); HD 8d68; hp 21; Init -1; Spd 30 ft.; AC 9 (-1 Dex); Atk
+5/+0 melee (1d3-1 subdual, unarmed strike); AL
NG; SV Fort +1, Ref +1, Will +4; Str 9, Dex 8,
Con 9, Int 11, Wis 7, Cha 8.
Skills and Feats: Alchemy +8, Concentration +1, Gather Information +4, Knowledge
(arcana) +10, Knowledge (nature) +8, Listen
+3, Profession (physician) +13, Sense Motive
+9, Spellcraft +4, Spot +4, Wilderness Lore +3;
Combat Reflexes, Leadership, Run, Skill Focus
(Profession [physician]).
Dolores Jevasic, female human Clr6: CR 6;
Medium-size humanoid (5 ft. 5 in. tall); HD
6d8+12; hp 41; Init +4; Spd 20 ft.; AC 13 (+3
armor); Atk +4 melee (1d4+2/19-20, dagger) and
+4 melee (1d4+2/19-20, dagger); SQ Rebuke
undead 4/day; AL LE; SV Fort +7 Ref +2 Will +8;
Str 14, Dex 11, Con 14, Int 14, Wis 17, Cha 13.
Skills and Feats: Alchemy +5, Concentration +8, Diplomacy +3, Heal +10, Knowledge
(religion) +9, Scry +4, Spellcraft +9, Spot +7;
46

magic, detect poison, virtue; 1stbless water,
deathwatch, detect undead, cure light wounds,
invisibility to undead, sanctuary; 2ndaid,
augury, cure moderate wounds, delay poison,
lesser restoration, zone of truth; 3rddispel
magic, fly, negative energy protection, remove
disease, speak with dead; 4thcure critical
wounds, neutralize poison, restoration; 5th
healing circle, teleport. Deity: The Wandering
God. Domains: Healing (cast healing spells at +1
caster level), Travel (act normally regardless of
movement-impeding magical effects).
Possessions: Quarterstaff, holy symbol, key
ring with four keys.
Brew Potion, Improved Initiative, Ambidexterity,

Two-Weapon Fighting.
Cleric Spells (5/4+1/4+1/3+1): 0create
water, cure minor wounds, detect poison, read
magic, resistance; 1stcause fear, cure light
wounds, divine favor, doom, sanctuary; 2nd
calm emotions, death knell, hold person (x2),
silence; 3rddispel magic, magic circle against
chaos, prayer, searing light. Deity: The Lady of
Death and Dark Secrets. Domains: Death (death
touch), Law (cast law spells at +1 caster level).
Possessions: Two daggers, butcher apron
(treat as hide armor), key ring with six keys (for
all doors on Witten Asylums first floor), 134 gp,
pearl worth 100 gp.
Duphar, male human Clr9: CR 9; MediumSize humanoid (6 ft. 3 in. tall); HD 9d8+9; hp
57; Init -1; Spd 30 ft.; AC 9 (1 Dex); Atk +7/+2
melee (1d6+1, quarterstaff); SQ Rebuke undead
9/day; AL NG; SV Fort +7, Ref +2, Will +11; Str
12, Dex 9, Con 12, Int 13, Wis 17, Cha 14.
Skills and Feats: Concentration +13, Heal
+12, Knowledge (arcana) +10, Knowledge (religion) +11, Spellcraft +11; Combat Casting, Extra
Turning, Iron Will, Spell Penetration, Leadership.
Cleric Spells (6/5+1/5+1/4+1/2+1/1+1):
0create water, cure minor wounds (x2), detect
Heraladus, male human Wiz7: CR 7; Mediumsize humanoid (5 ft. 8 in. tall); HD 7d4+14; hp 36;
Init +7; Spd 30 ft.; AC 17 (+3 Dex, +4 bracers of
armor); Atk +5 melee (1d4+2/19-20, dagger of
venom); AL NE; SV Fort +4, Ref +5, Will +8; Str
Skills and Feats: Alchemy +8, Concentration +9, Craft (Pottery) +6, Forgery +6, Knowledge (arcana) +12, Knowledge (nature) +9,
Knowledge (the planes) +9, Listen +5, Profession
(Physician) +8, Scry +9, Sense Motive +7, Spellcraft +11, Spot +6; Combat Casting, Craft Wondrous Item, Empower Spell, Improved Initiative,
Scribe Scroll, Spell Penetration
Wizard Spells (4/5/4/3/2): 0daze, detect
magic, mage hand, read magic; 1stburning
hands, comprehend languages, hypnotism, shield,
unseen servant; 2ndblur, ghoul touch, protection from arrows, see invisibility; 3rddispel
magic, magic missile (empowered), summon
monster III; 4thsummon monster IV (2).
Possessions: Dagger of venom, +4 bracers
of armor, robe of storms, ring of evasion, potion
of cure light wounds, key ring with fourteen
keys (for every door in Witten Asylum), 245 gp,
a pouch holding five rubies worth 500gp, 300
gp (x2), 250 gp and 200 gp, platinum brooch
worth 500 gp. Doctor Heraladus magic items are
described in Appendix II: Magic Items.
Kraaven Moorhead, male human Rog4: CR
4; Medium-size humanoid (5 ft. 6 in. tall); HD
47
Appendix I: Primary NPCs

4d6+4; hp 22; Init +4; Spd 30 ft.; AC 16 (+4
Dex, +2 armor); Atk +8 melee (1d6+2, +1 short
sword), or +7 ranged (1d4+1, dagger); SA Sneak
attack +2d6; SQ Evasion, uncanny dodge (Dex
bonus to AC); AL N; SV Fort +2, Ref +8, Will +3;
Str 13, Dex 18, Con 12, Int 11, Wis 14, Cha 12.
Skills and Feats: Balance +6, Bluff +2,
Climb +5, Escape Artist +10, Gather Information +3, Hide +11, Listen +8, Move Silently +10,
Open Lock +11, Pick Pocket +9, Search +6, Sense
Motive +5, Spot +10, Tumble +8; Alertness,
Dodge, Weapon Finesse (short sword).
Possessions: +1 short sword, 2 daggers,
masterwork leather armor, masterwork thieves
tools, pouch containing 53 pp, 24 gp, 17 sp.
Lucas Bulvin, male half-elf Rog5: CR 5;
5d6+10; hp 28; Init +4; Spd 30 ft.; AC 16 (+4
Dex, +2 armor); Atk +7 melee (1d6+2/18-20,
rapier) or +5 melee (1d4+2/19-20, dagger); SA
Sneak attack +3d6; SQ Evasion, half-elven traits,
uncanny dodge (Dex bonus to AC); AL NE; SV
Fort +3, Ref +8, Will +1; Str 14, Dex 19, Con 15,
Int 15, Wis 11, Cha 15.
Skills and Feats: Appraise +4, Bluff +8,
Diplomacy +6, Disable Device +6, Disguise +8,
Forgery +5, Gather Information +8, Innuendo
+5, Listen +6, Move Silently +10, Open Lock
+8, Pick Pocket +7, Search +8, Sense Motive +4,
Spot +6, Tumble +10, Use Rope +10; Expertise,
Weapon Finesse (rapier).
Possessions: Rapier, dagger, leather armor,
85 gp, pouch holding four 50 gp gems and an
ivory comb worth 40 gp.
Lucas Lawmen, male humans War2: CR 1;
2d8+2; hp 16, 15, 15, 14, 13; Init +1; Spd 20 ft.;
AC 14 (+1 Dex, +3 armor); Atk +4 melee (1d6+2,
club); AL LE; SV Fort +4, Ref +1, Will +2; Str 14,
Dex 13, Con 13, Int 13, Wis 14, Cha 11.
Skills and Feats: Handle Animal +4, Intimidate +4, Jump +1, Listen +6, Spot +6, Swim +4;
Alertness, Run.
Possessions: Club, hide armor, 10 gp, 78 sp.
Master Daneel, male human Ftr8: CR 8;

8d10+8; hp 60; Init +2; Spd 30 ft.; AC 14 (+2
Dex +2 armor); Atk +11/+6 melee (1d8+3/19-20,
Wyrms Tongue); AL NG; SV Fort +7, Ref +4,
Will +2; Str 15, Dex 14, Con 12, Int 16, Wis 10,
Cha 12.
Skills and Feats: Craft (armorsmithing)
+11, Craft (blacksmithing) +14, Craft (bowmaking) +12, Craft (weaponsmithing) +16, Handle
Animal +6, Jump +6, Ride +6, Swim +5; Combat
Reflexes, Dodge, Expertise, Improved Disarm,
Mobility, Skill Focus (Craft [weaponsmithing]),
Spring Attack.
Possessions: Heavy leather apron (treat as
leather armor).
Maylath, male human Ari3: CR 2; Medium-size
humanoid (5 ft. 9 in. tall); HD 3d8 plus 3; hp 23;
Init +2; Spd 30 ft.; AC 12 (+2 Dex); Atk +3 melee
(1d3+1 subdual, unarmed strike); AL LN; SV Fort
+1, Ref +3, Will +4; Str 12, Dex 15, Con 10, Int
15, Wis 13, Cha 17.
Skills and Feats: Bluff +9, Diplomacy +8,
Disguise +9, Hide +4, Innuendo +9, Intimidate
+7, Move Silently +4, Perform +8, Read Lips +8,
Spot +2; Run, Skill Focus (Innuendo), Toughness.
Mr. Strogg, male human Ftr5: CR 5; Mediumsize humanoid (6 ft. 2 in. tall); HD 5d10+10; hp
44; Init +6; Spd 30 ft.; AC 16 (+2 Dex, +4 armor);
Atk +9 melee (1d6+4 subdual, sap) or +9 melee
(1d6+4, light mace); AL LN; SV Fort +6, Ref +3,
Cha 12.
Skills and Feats: Bluff +3, Climb +5,
Intimidate +4, Jump +6, Listen +3, Sense Motive
+3, Swim +7; Blind-Fight, Expertise, Improved
Disarm, Improved Trip, Improved Unarmed
Strike, Run.
Possessions: Sap, light mace, chain shirt,
key to the doors in area 1 of Witten Asylum,
pouch containing 83 gp.
Noric Chaunnor, male human Ari2: CR 1;
Medium-size humanoid (5 ft. 4 in. tall); HD 2d8-
48

2; hp 9; Init +1; Spd 30 ft.; AC 11 (+1 Dex); Atk
+1 melee (1d3 subdual, unarmed strike); AL LN;
SV Fort -1, Ref +1, Will +5; Str 11, Dex 12, Con
8, Int 12, Wis 15, Cha 15.
Skills and Feats: Appraise +5, Forgery +7,
Innuendo +6, Intimidate +5, Knowledge (arcana)
+5, Listen +4, Sense Motive +7, Speak Language
+3, Spot +3; Run, Skill Focus (Forgery).
Prison Guards, male dwarves Ftr4: CR 4;
4d10+12; hp 37, 34; Init +2; Spd 15 ft.; AC 17
(+7 armor); Atk +9 melee (1d8+4/x3, masterwork
battleaxe); SQ Dwarven traits; AL LE; SV Fort
+7, Ref +3, Will +3; Str 18, Dex 14, Con 17, Int
13, Wis 14, Cha 12.
Skills and Feats: Craft (gemcutting) +6,
Craft (stonemasonry) +10, Handle Animal +2,
Listen +3, Ride +4, Spot +4; Blind-Fight, Combat
Reflexes, Expertise, Power Attack, Improved Bull
Rush.
Possessions: Masterwork battleaxe, halfplate armor, keys to all doors on Witten Asylums
first floor and in area 22, 500 gp ruby, 69 gp.
49
Appendix II: Magic Items

APPENDIX II: MAGIC ITEMS
16,630 gp (as a set); Cost to Create: 4,315 gp +

320 XP (each).
Belt of Giant Strength: This wide belt is made of

thick leather and studded with iron. The belt adds
to the wearers Strength score in the form of an
enhancement bonus of +4.
Caster Level: 10th; Prerequisites: Craft Wondrous Item, bulls strength; Market Price: 16,000
gp; Weight: 1 lb.
Ring of Evasion: This ring continually grants the

wearer extreme nimbleness, allowing her to avoid
damage as if she had the evasion ability. Whenever the wearer makes a Reflex saving throw to
determine whether she takes half damage from an
attack, a successful save results in no damage.
Caster Level: 7th; Prerequisites: Forge Ring,
jump; Market Price: 25,000 gp.
Dagger of Venom: This +1 black dagger allows

its wielder to inflict a poison spell (DC 14) upon
a creature struck by the blade once per day. The
wielder can decide to use the power after he has
struck. Doing so is a free action, but the poison
spell must be inflicted on the same round that the
dagger strikes.
Caster Level: 5th; Prerequisites: Craft Magic
Arms and Armor, poison; Market Price: 9,302 gp;
Cost to Create: 4,802 gp + 360 XP.
Deathbane: Any undead struck in combat by this
+1 heavy mace of disruption must succeed at a
Fortitude save (DC 14) or be destroyed.
Arms and Armor, heal; Market Price: 18,312 gp;
Cost to Create: 9,312 gp + 720 XP.
Gloves of Dexterity: These tight-fitting, thin
leather gloves are very flexible and allow for delicate manipulation. They add to the wearers Dexterity score in the form of an enhancement bonus
of +2. Both gloves must be worn for the magic to
be effective.
Caster Level: 8th; Prerequisites: Craft Wondrous Item, cats grace; Market Price: 4,000 gp;
Weight:
Havoc and Malice: Each of these +1 scimitars of
mighty cleaving allows a wielder with the Cleave
feat to make one additional cleave attempt in a
round. Only one extra cleave attempt is allowed
per round, per weapon.
Arms and Armor, divine power; Market Price:
Robe of Storms: Three deep pockets are sewn

into the lining of this unusual robe. Each pocket
holds a small four-inch-diameter glass sphere
similar to a childs toy. Each sphere can be thrown
(as a ranged touch attack) at a single target within
a 50-foot range of the robes wearer. The first
sphere contains the image of falling snow and ice.
When thrown, it unleashes an ice storm centered
wherever its trajectory ends. The second sphere
is filled with crackling lightning. On a successful
attack, bolts of lightning encapsulate the spheres
target and deal 7d6 points of electrical damage
(Reflex half DC 14). The final sphere appears to
contain a miniature inferno, and deals 7d6 points
of fire damage to any target that it successfully
strikes (Reflex half DC 14). The spheres can only
be thrown by the robes wearer. The robe replaces
a used sphere after twenty-four hours.
Caster Level: 7th; Prerequisites: Craft Wondrous
Item, fireball, ice storm, lightning bolt; Market
Price: 28,000 gp; Weight: 1 lb.
Spirit Slayer: This +1 ghost touch short sword
deals damage normally against incorporeal creatures. (An incorporeal creatures 50% chance to
avoid damage does not apply). It can be picked
up, moved, or wielded by incorporeal creatures
at any time. Essentially, Spirit Slayer counts as
either corporeal or incorporeal at any given time,
whichever is more beneficial to the wielder.
Arms and Armor, plane shift; Market Price: 8,310
gp; Cost to Create: 4,310 gp + 320 XP.
Starlyte: This +1 thundering longbow creates
50

a cacophonous roar like thunder and deals +2d8
points of bonus sonic damage upon striking a
successful critical hit. In addition, subjects dealt a
critical hit by Starlyte must make a Fortitude save
(DC 14) or be deafened permanently. The sonic
energy does not harm the wielder.
Arms and Armor, blindness/deafness; Market
Price: 18,375 gp; Cost to Create: 9,375 gp + 720
XP.
Stonestrong Hammer: This +2 warhammer
is inscribed with Dwarven runes describing the
myth of the first builder. Despite its awkward
size, a character using it for construction gains
a +8 competency bonus to Craft (stonemasonry)
checks.
Arms and Armor, stone shape; Market Price:
9,592 gp; Cost to Create: 4,952 gp + 371 XP
Whiplash: This +1 dagger has a range of 10
feet and can be thrown by a wielder proficient
in its normal use. It returns to its thrower on the
round after it was thrown, just before the throwing
characters turn.
Arms and Armor, magic stone, telekinesis;
Market Price: 18,302 gp; Cost to Create: 9,302
gp + 720 XP.
Wyrms Tongue: This +1 brilliant energy longsword has a blade made of light, and provides
illumination as a torch (20-foot radius). Wyrms
Tongue ignores non-living matter, and cannot
harm undead, constructs, or objects. Passes
through armor, so armor and enhancement AC
bonuses do not count against it. (Dexterity,
deflection, dodge, natural armor, and other such
bonuses still apply.)
Arms and Armor, gaseous form, continual flame;
Market Price: 50,315 gp; Cost to Create: 25,315
gp + 2000 XP.
51
Appendix III: Monsters

APPENDIX III: MONSTERS
Allip: CR 3; Medium-size undead; HD 8d12;

hp 52; Init +5; Spd fly 30 ft. (perfect); AC 15
(+1 Dex, +4 deflection); Atk +3 melee (1d4 permanent Wisdom drain, incorporeal touch); SA
Babble, Wisdom drain, madness; SQ Undead,
incorporeal, +2 turn resistance; AL NE; SV Fort
+1, Ref +2, Will +4; Str , Dex 12, Con , Int 11,
Wis 13, Cha 18.
Skills and Feats: Hide +8, Intimidate +11,
Intuit Direction +4, Listen +7, Search +7, Spot
+7; Improved Initiative.
Babble (Su): An allip constantly mutters
and whines to itself, creating a hypnotic effect.
All sane creatures within 60 feet of the allip must
succeed at a Will save (DC 16) or be affected as
though by a hypnotism spell for 2d4 rounds. This
is a sonic, mind-affecting compulsion. Opponents
who successfully save cannot be affected by the
same allips babble for one day.
Wisdom Drain (Su): Those whose Wisdom
is reduced to 0 by the allip become helpless until
at least 1 point of Wisdom is restored.
Madness (Su): Anyone targeting the allip
with a mind-control or telepathic ability makes
direct contact with its tortured mind and takes
1d4 points of temporary Wisdom damage.
Chaos Beast: CR 7; Medium-size outsider; HD
+5 natural); Atk +10/+10 melee (1d3+2 plus corporeal instability, claw); Face 5 ft. by 5 ft. to 10
ft. by 10 ft.; SA Corporeal instability; SQ Immune
to transformation, immune to critical hits; SR 15;
AL CN; SV Fort +7, Ref +7, Will +6; Str 14, Dex
13, Con 13, Int 10, Wis 10, Cha 10.
Skills and Feats: Climb +12, Escape Artist
+11, Hide +10, Jump +10, Listen +9, Spot +9,
Tumble +10; Dodge, Improved Initiative, Mobility.
Corporeal Instability (Su): A blow from a
chaos beast can cause a terrible transformation. A
living creature must succeed at a Fortitude save
(DC 15) or become a spongy, amorphous mass.
Unless controlled through an act of will, the

victims shape melts, flows, writhes, and boils.
The affected creature is unable to hold or use
any item. Clothing, armor, rings, helmets, and
backpacks become useless. Large items: armor,
backpacks, even shirts hamper more than help,
reducing the creatures Dexterity score by 4. Soft
or misshapen feet and legs reduce speed to 10 feet
or one-quarter normal, whichever is less. Searing pain courses along the nerves, so strong that
the creature cannot act coherently. It cannot cast
spells or use magic items, and it attacks blindly,
unable to distinguish friend from foe (-4 penalty
to hit and a 50% miss chance, regardless of the
attack roll). Each round the creature spends in
an amorphous state deals 1 point of permanent
Wisdom drain from mental shock. If the creatures
Wisdom score falls to 0, it becomes a chaos beast
itself. A creature with a strong sense of self can
regain its own shape by taking a standard action
to attempt a Charisma check (DC 15). A success
reestablishes the creatures normal form for 1
minute. On a failure, the creature can still repeat
the check each round until successful. Corporeal
instability is not a disease or a curse and so is hard
to remove. A shapechange or stoneskin spell does
not cure the afflicted creature but fixes its form
for the duration of the spell. A restoration, heal,
or greater restoration spell removes the affliction
(a separate restoration is necessary to restore any
lost Wisdom).
Immune to Transformation (Ex): No
mortal magic can affect or fix a chaos beasts
form. Effects such as polymorph or petrification
force the creature into a new shape for a moment,
but it immediately returns to its mutable form as a
free action.
Dire Rat: CR 1/3; Small animal; HD 1d8+1; hp
5; Init +3; Spd 40 ft., climb 20 ft.; AC 15 (+1 size,
+3 Dex, +1 natural); Atk +4 melee (1d4, bite); SA
Disease; SQ Scent; AL N; SV Fort +3, Ref +5,
Cha 4.
Skills and Feats: Climb +11, Hide +11,
Move Silently +6; Weapon Finesse (bite).
Disease (Ex): Filth Feverbite, Forti-
52

tude save (DC 12), incubation period 1d3 days;
damage 1d3 temporary Dexterity and 1d3 temporary Constitution.
Flesh Golem: CR 7; Large construct; HD 9d10;
hp 49; Init -1; Spd 30 ft. (cant run); AC 18 (-1
size, -1 Dex, +10 natural); Atk +10/+10 melee
(2d8+5, slam); Reach 10 ft.; SA Berserk; SQ Construct, magic immunity, damage reduction 15/+1;
AL N; SV Fort +3, Ref +2, Will +3; Str 21, Dex 9,
Con , Int , Wis 11, Cha 1.
Berserk (Ex): When a flesh golem enters
combat, there is a cumulative 1% chance each
round that its elemental spirit breaks free and
goes berserk. The uncontrolled golem goes on
a rampage, attacking the nearest living creature
or smashing some object smaller than itself if
no creature is within reach, then moving on to
spread more destruction. The golems creator, if
within 60 feet, can try to regain control by speaking firmly and persuasively to the golem, which
requires a successful Charisma check (DC 19). It
takes 1 minute of rest by the golem to reset the
golems berserk chance to 0%.
Magic Immunity (Ex): Flesh golems are
immune to all spells, spell-like abilities, and
supernatural effects, except as follows. Fire- and
cold-based effects slow them (as the spell) for 2d6
rounds, with no saving throw. An electricity effect
breaks any slow effect on the golem and cures 1
point of damage for each 3 points of damage it
would otherwise deal. For example, a flesh golem
hit by a lightning bolt cast by a 5th-level wizard
gains back 6 hit points if the damage total is 18.
The golem rolls no saving throw against electricity effects.
Construct: Immune to mind-influencing
effects, poison, disease, and similar effects. Not
subject to critical hits, subdual damage, ability
damage, energy drain, or death from massive
damage.
Gibbering Mouther: CR 5; Medium-Size aberration; HD 4d8+4; hp 22; Init +1; Spd 10 ft.,
swim 20 ft.; AC 19 (+1 Dex, +8 natural); Atk
+4/+4/+4/+4/+4/+4 (1, bite); SA Gibbering, spittle, improved grab, blood drain, engulf, ground
manipulation; SQ Amorphous; AL N; SV Fort +2,

Ref +2, Will +5; Str 10, Dex 13, Con 12, Int 4,
Wis 13, Cha 13.
Skills and Feats: Listen +8, Spot +12;
Weapon Finesse (bite)
Gibbering (Su): As soon as a mouther
spots something edible, it begins a constant gibbering as a free action. All creatures (other than
mouthers) within a 60-foot spread must succeed
at a Will save (DC 13) or be affected as though by
a confusion spell for 1d2 rounds. This is a sonic,
mind-affecting compulsion effect. Opponents
who successfully save cannot be affected by the
same gibbering mouthers gibbering for one day.
Spittle (Ex): At the start of every combat,
and every 2 rounds thereafter, a gibbering mouther
looses a stream of spittle. This ignites on contact
with the air, creating a blinding flash of light. All
sighted creatures within 60 feet must succeed at
a Fortitude save (DC 13) or be blinded for 1d3
rounds.
Improved Grab (Ex): To use this ability,
the gibbering mouther must hit with a bite attack.
Blood Drain (Ex): On a second successful
grapple check after grabbing, that mouth attaches
to the opponent. It automatically deals bite
damage and drains blood, dealing 1 point of temporary Constitution damage each round. A mouth
can be ripped off (dealing 1 point of damage) with
a successful Strength check (DC 12) or severed
by a normal attack that deals at least 2 points of
damage (AC 18). A severed mouth continues to
bite and drain blood for 1d4 rounds after such an
attack. A creature whose Constitution is reduced
to 0 is killed and absorbed by the mouther, which
gains 1 hit point and adds another mouth and pair
of eyes to its body.
Engulf (Ex): A gibbering mouther can try
to engulf a Medium-size or smaller opponent
grabbed by three or more mouths. The opponent
must succeed at a Reflex save (DC 14) or fall
and be engulfed. On the next round, the mouther
makes twelve bite attacks instead of six (each with
a +4 attack bonus). An engulfed creature cannot
attack the mouther from within. The previously
attached mouths are now free to attack others.
Ground Manipulation (Su): At will, as a
53
Appendix III: Monsters

standard action, a gibbering mouther can cause
stone and earth within 5 feet of it to become a
morass akin to quicksand. Softening earth, sand,
or the like takes 1 round, while stone takes 2
rounds. Anyone other than the mouther in that
area must take a move equivalent action to avoid
becoming mired (treat as being pinned).
Amorphous (Ex): A gibbering mouther is
not subject to critical hits. It has no clear front or
back, so it cannot be flanked.
Skills: Thanks to their multiple eyes, gibbering mouthers receive a +4 racial bonus to Spot
checks.
Homunculus: CR 1; Tiny construct; HD 2d10; hp
11; Init +2; Spd 20 ft., fly 50 ft. (good); AC 14 (+2
size, +2 Dex); Atk +2 melee (1d4-1 plus poison,
bite); Face 2 1/2 ft. by 2 1/2 ft.; Reach 0 ft.; SA
Poison; SQ Construct; AL NE; SV Fort +0, Ref
+2, Will +1; Str 8, Dex 15, Con , Int 10, Wis
12, Cha 7.
Poison (Ex): Bite, Fortitude save (DC 11);
initial damage sleep for 1 minute, secondary
damage sleep for another 5d6 minutes.
Construct: Immune to mind-influencing
effects, poison, disease, and similar effects. Not
subject to critical hits, subdual damage, ability
damage, energy drain, or death from massive
damage.
Howler: CR 3; Large outsider; HD 6d8+12; hp
39; Init +7; Spd 60 ft.; AC 17 (-1 size, +3 Dex,
+5 natural); Atk +10 melee (2d8+5, bite) and +5
melee (1d4, quills); Face 5 ft. by 10 ft.; SA Quills,
howl; AL CE; SV Fort +7, Ref +8, Will +7; Str 21,
Dex 17, Con 15, Int 6, Wis 14, Cha 8.
Listen +11, Move Silently +8, Search +1, Spot
+11; Alertness, Improved Initiative.
Quills (Ex): The howlers neck bristles with
long quills. While biting, the creature thrashes
about, striking with 1d4 of them. An opponent
hit by the howlers quill attack must make a
Reflex save (DC 16) or have the quill break off in
his or her flesh. A lodged quill imposes a -1 circumstance penalty to attacks, saves, and checks.
Removing the quill deals 1d6 additional points of
damage.
Howl (Ex): All beings other than outsiders
that hear the creatures howling for an hour or
more are subject to its effect, though it does not
help the howler in combat. Those within a 100foot spread must succeed at a Will save (DC 12)
or take 1 point of temporary Wisdom damage. The
save must be repeated for each hour of exposure.
This is a sonic, mind-affecting attack; deafened
creatures are not subject to it.
Mind Flayers: CR 8; Medium-size aberration;
HD 8d8+8; hp 44; Init +6; Spd 30 ft.; AC 15 (+2
Dex, +3 natural); Atk +8/+8/+8/+8 melee (1d4+1,
tentacle); SA Mind blast, psionics, improved
grab, extract; SQ Telepathy; SR 25; AL LE; SV
Fort +3, Ref +4, Will +9; Str 12, Dex 14, Con 12,
Int 19, Wis 17, Cha 17.
Skills and Feats: Bluff +8, Concentration +12, Hide +8, Intimidate +10, Knowledge
(arcana) +9, Knowledge (nature) +9, Listen +10,
Move Silently +7, Spot +10; Alertness, Combat
Casting, Dodge, Improved Initiative, Weapon
Finesse (tentacle).
Mind Blast (Sp): This attack is a cone 60
feet long. Anyone caught in this cone must succeed at a Will save (DC 17) or be stunned for 3d4
rounds. Mind flayers often hunt using this power
and then drag off one or two of their stunned victims to feed upon.
Psionics (Sp): At will-astral projection,
charm monster, detect thoughts, levitate, plane
shift, and suggestion. These abilities are as the
spells cast by an 8th-level sorcerer (save DC 13 +
spell level).
the mind flayer must hit a Small to Large creature
with its tentacle attack. If it gets a hold, it attaches
the tentacle to the opponents head. A mind flayer
can grab a Huge or larger creature, but only if it
can somehow reach the foes head. After a successful grab, the mind flayer can try to attach its
remaining tentacles with a single grapple check.
The opponent can escape with a single successful grapple check or Escape Artist check, but the
mind flayer gets a +2 circumstance bonus for
every tentacle that was attached at the beginning
54

of the opponents turn.
Extract (Ex): A mind flayer that begins its
turn with all four tentacles attached and successfully maintains its hold automatically extracts the
opponents brain, instantly killing that creature.
Telepathy (Su): Mind flayers can communicate telepathically with any creature within 100
feet that has a language.
Mohrg: CR 8; Medium-size undead; HD 14d12;
hp 91; Init +5; Spd 30 ft.; AC 15 (+1 Dex, +4
natural); Atk +12/+12 melee (1d6+5, slam) and
+7 melee (tongue paralysis, tongue touch); SA
Improved grab, paralyzing touch, create spawn;
SQ Undead; AL CE; SV Fort. +4, Ref +5, Will +9;
Str 21, Dex 13, Con , Int 11, Wis 10, Cha 10.
Listen +12, Move Silently +15, Spot +12, Swim
+10; Alertness, Dodge, Improved Initiative,
Mobility.
the mohrg must hit with its slam attack.
Paralyzing Touch (Su): A mohrg lashes
out with its tongue in combat. An opponent the
tongue touches must succeed at a Fortitude save
(DC 17) or become paralyzed for 1d4 minutes.
Create Spawn (Su): Creatures killed by a
mohrg rise after 1d4 days as zombies under the
morhgs control. They do not possess any of the
abilities they had in life.
Rottweiler: CR 1; Medium-size animal; HD
+2 natural, +2 armor); Atk +3 melee (1d6+3, bite);
SQ Scent; AL N; SV Fort+5, Ref+5, Will+1; Str
Skills: Listen +5, Spot +5.
barks, all creatures except evil outsiders within a

300-foot spread must succeed at a Will save (DC
13) or become panicked for 2d4 rounds. This is
a sonic, mind-affecting fear effect. Whether or
not the save is successful, an affected creature is
immune to that mastiffs bay for one day.
Trip (Ex): A shadow mastiff that hits with
its bite attack can attempt to trip the opponent as
a free action without making a touch attack or
provoking an attack of opportunity. If the attempt
fails, the opponent cannot react to trip the shadow
mastiff.
Shadow Blend (Su): During any conditions
other than full daylight, a shadow mastiff can
disappear into the shadows, giving it nine-tenths
concealment. Artificial illumination, even a light
or continual flame spell, does not negate this ability. A daylight spell, however, will.
Skills: A shadow mastiff receives a +4 racial
bonus to Wilderness Lore checks when tracking
by scent.
Zombie: CR 1/2; Medium-size undead; HD
2d12+3; hp 16; Init -1; Spd 30 ft.; AC 11 (1
Dex, +2 natural); Atk +2 melee (1d6+1, slam);
SQ Undead, partial actions only; AL N; SV Fort
+0, Ref 1, Will +3; Str 13, Dex 8, Con, Int,
Wis 10, Cha 1.
Feats: Toughness
Undead: Immune to mind-influencing
effects, poison, sleep, paralysis, stunning, and disease. Not subject to critical hits, subdual damage,
ability damage, energy drain, or death from massive damage.
Partial Actions Only (Ex): Zombies
have poor reflexes and can perform only partial
actions. Thus they can move or attack, but can
only do both if they charge (a partial charge).
Shadow Mastiff: CR 5; Medium-size outsider

(evil); HD 4d8+12; hp 30; Init +5; Spd 50 ft.; AC
14 (+1 Dex, +3 natural); Atk +7 melee (1d6+4,
bite); SA Bay, trip; SQ Shadow blend, scent; AL
NE; SV Fort. +7, Ref +5, Will +5; Str 17, Dex 13,
Con 17, Int 4, Wis 12, Cha 13.
Skills and Feats: Listen +8, Spot +8, Wilderness Lore +7*; Dodge, Improved Initiative.
Bay (Su): When a shadow mastiff howls or
55
Appendix IV: New Creatures

APPENDIX IV: NEW MONSTERS
Xxyth
Xxyth are manifestations of chaos, created by

dark gods or other planar powers by twisting the
fabric of reality. They are creatures which should
not exist and have no place in the natural order of
any plane. They are things of chaos and delusion,
the dark dreams of wrathful gods given flesh.
The forms of xxyth are varied and terrible things,
disturbing masses of tentacles and writhing darkness. They are walking nightmares, wretched blasphemies against order and balance. Xxyth exist to
exterminate all life, to unravel the fabric of reality
by obliterating everything in their paths.
Xxyth, lesser: CR 13; Large abomination; HD
8d12+32; hp 110; Init +1 (Dexterity); Spd 40 ft.;
AC 26 (-1 size, +1 Dex, +16 natural); Atk +12/
+12 melee (2d6+5, talon) and +10/+10/+10/+10
(1d4+2, tentacle); Face 5ft. by 10ft.; SA Improved
grab; SQ Bane blood, damage reduction 15/+2,
immunities, true sight, warp magic, warp reality;
AL CE; SV Fort +10, Ref +7, Will +8; Str 20, Dex
13, Con 18, Int 15, Wis 15, Cha 19.
Skills and Feats: Hide +11, Jump +7,
Knowledge (any) +8, Listen +10, Move Silently
+8, Search +9, Sense Motive +11, Spellcraft
+7, Spot +10; Cleave, Combat Reflexes, Dodge,
Mobility, Multi-Attack, Power Attack, Spring
Attack.
Bane Blood (Ex): Whenever a xxyth is
damaged by a slashing or piercing weapon, its
blood erupts in a violet flame upon contact with
the air, and all creatures within 5 feet take 1d6
points of fire damage. A Reflex save (DC damage
inflicted on the xxyth) negates.
Immunities (Ex): All xxyth are immune to
fire and poison.
the xxyth must hit a Large or smaller creature
with three or more of its tentacles. If the xxyth
gets a hold and maintains it the following round,
it can automatically hit with both of its talons.
True Sight (Su): All xxyth see as if under
the influence of true seeing at all times.

Warp Magic (Ex): Xxyth are unnatural
creatures, and a strange field exists around them
that warps magic in their vicinity. When a spell
or spell-like ability is used within 25 feet of a
xxyth, the air around the creature wavers slightly.
The caster must make a Concentration check (DC
15+1d10), or the spell is miscast. If the xxyth was
the target of a miscast spell, all creatures within 25
feet must make a Fortitude save (DC 15). Those
who fail the save are jarred by the dispersing magical energies and nauseated for 1d3 rounds. If the
creature attempting to cast the spell must make a
Concentration check for any other reason (such as
casting on the defensive), he makes the check for
the xxyths warp magic ability last, and only if all
previous checks succeed.
Warp Reality (Ex): The presence of a
xxyth causes its surroundings to bend around it.
The very air appears to be darker in its vicinity,
wood warps, and plant life withers and dies. This
has the same effect as frightful presence and is
active at all times.
56

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System Reference Document (draft version) Wizards of the Coast,
Inc. Copyright 2001, Wizards of the Coast, Inc; Authors Jonathan Tweet, Monte Cook, Skip Williams, based on original E. Gary
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INC0000: Where Madness Dwells Copyright 2002, The Inner
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57
HANDOUT: A
HANDOUT: B
I write to you with much trepidation. As you may be aware, your

dear uncle Vunik committed himself to Witten Asylum here in Niarva
a few months ago. Ive done my best to keep track of his progress and
rehabilitation throughout this unfortunate experience. We all knew
Vunik had his difficultieseven eccentricitiesbut he was never a danger to
anyone, including himself. However, Vuniks behavior became impossible
for me to control.
One night, after drinking heavily, Vunik wandered into the
citys upper wards where he verbally accosted and harassed some of the
noblemen. The city militia immediately detained him and brought him
to me. They gave me two alternatives: convince him to commit himself to
Witten Asylum, or watch him be imprisoned.
What alternative did I have? How long could a feeble man like
Vunik last in this citys vile prison? I relented, and persuaded him to
accept institutionalization in lieu of prison. For the first few months, the
arrangement worked well. I visited him every week, and he actually seemed
to improvean amazing fact, considering the facilitys reputation. Then
suddenly his behavior changed. He grew more irrational, boasting about
his vast knowledge and unfulfilled promise. He ranted for hours about his
special project, and declared that the asylum had finally allowed him his
chance at creating his crowning achievement.
During our last visit, he claimed to have a great secret. That was
the last time that I heard from your uncle. I went to visit him the next
week, but the staff politely informed me that Vunik was unavailable.
I returned again the next day, and received the same response. I wrote
letters, pleading for an update on Vuniks condition, but my letters were
returned to me unopened.
Until a few days ago, at least, when I at last got a reply from Doctor
Heraladus. He says that Vunik is under strict doctors care and that his
visiting privileges had been revoked indefinitely. I fear that something
untoward has happened to Vunik, and I am certain that his great secret
plays a part in it.
Please believe me when I tell you that I would not ask for your time
if I did not believe that Vunik was truly in danger. I beseech you to go to
the asylum, and find my brother, so that we might be a family again.
SEWER MAP
Witten Asylum
Level: 1
Level: 2
Level: 3

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Where Madness Dwells

WHERE MADNESS DWELLS

1. Sample Area (EL 5)

Balanced for four PCs around 7th level, the

A section marked by a trap symbol contains

Where Madness Dwells can be a challenging

The PCs come to investigate the Witten Asylum

advanced and intelligent species. Heraladus

Forty years ago, Doctor Josias Illhausen founded

Where Madness Dwells

letter explains that the characters mother believes

Each of the following three adventure hooks offers

Where Madness Dwells

lower wards, complemented by a wide assortment

In the opening segment of the adventure, the PCs

Chapter I: The City of Niarva

Barred Blade, the citys market district, and any

A. The City Gates

DC 5: The asylum? I wouldnt go there if I were

The guards will grudgingly answer simple

DC 15: I heard some guy named Kraaven

For new arrivals only: This encounter

DC 20: Theres sure been a lot of activity down

On mood: The divide between Niarvas

Where Madness Dwells

burning fireplace, giving the establishment a

1. The Madman Inn

If the PCs choose, they may stay the night

Due to its age and unusual architecture, The

One of the oldest establishments in Niarva,

Chapter I: The City of Niarva

Hungover: To determine if a character is hungover, he must make an immediate Fortitude

While the old man is unconscious, the PCs

the bar; other characters and additional NPCs can

At this point, the PCs can rest for a while

Drunken Preacher, male human Com1: sitting

Where Madness Dwells

Barred Blade Menu

The menu at The Barred Blade is varied,

Asylum Guards (2): See Appendix I: Primary

Chapter I: The City of Niarva

Chapter III: The Rogue for more information.

The bartop is scratched and stained to the point

An unlikely pair of cooks, an ogre and a stout

If any of the PCs succeed at a Listen check

3. Temple of the Wandering God

After the PCs visit the asylum: If the party

The three groundskeepersThomar, Arik,

Where Madness Dwells

Duphar (see Appendix I: Primary

Chapter I: The City of Niarva

Where Madness Dwells

CHAPTER II: THE ASYLUM

Located at the intersection of Trobley Row and

A. Outside the Asylum

Chapter II: The Asylum

chain shirt. His arms proudly display tattoos of

Where Madness Dwells

Stroggs first action is always to order his dogs

The book contains the names of all patients

If the party goes somewhere other than