H1-H3 Orcus Conversion

H1: ORCUS CONVERSION

H1: KEEP OF THE SHADOWFELL

Looking at the 4th Edition adventure series H1: Keep on the Shadowfell, H2: Thunderspire Labyrinths, and H3: Pyramid of Shadows there is very little in the plotline that really ties these adventures together into a full story.

When I read the Keep on the Shadowfell I had hoped that Wizards of the Coast would tie this story together around a growing threat from the Demon Lord Orcus (appearing in H1) trying to spread undeath from the new cool Shadowfell plane defined in 4th Edition. Lot of expectation had been built up around demons, demon lords and the Shadowfell in the Worlds and Monsters publication previously. Sadly my hopes were not fulfilled when I read Thunderspire Labyrinth and then later the Pyramid of Shadow.

I therefore decided to try to bridge this gap myself. I created a conversion guide, doing some changes in the story, background and some of the encounters and images, all in order to create an atmosphere foreboding the return of the undead legions of Orcus.


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TABLE OF CONTENT

Table of Content .......................................................................... 2 Credits ............................................................................................. 4 Prologue .......................................................................................... 4 The Threat ...................................................................................... 5 Preparing for Adventure ........................................................... 8

Hook: Missing Mentor 1 .............................................................. 8 Hook: Missing Mentor 2 .............................................................. 8 Hook: Ominous Signs.................................................................... 8

Adventure Summary .................................................................. 9 The Cult of Orcus ........................................................................... 9 The Bloodreavers ............................................................................ 9

Recent Developments................................................................ 9 Adapting Winterhaven .............................................................. 9

Q&A ................................................................................................... 9 Revelations ..................................................................................... 9

Hook: Slave Rescue ..................................................................... 10 Shadowfell Keep ....................................................................... 11

The Truth of the Keep ................................................................ 11 The Missing Villagers .............................................................. 13

Learning the Villagers Fate ...................................................... 13 The Mystery of Old Sara ........................................................ 14 A3: Kobold Lair, Inside........................................................... 15 A4: Burial Site ............................................................................ 16

The Mirror of Shadows .............................................................. 16 Attack on Ninaran .................................................................... 17

Set Up .............................................................................................. 17

Tactics ............................................................................................. 17 Features of the Area ................................................................... 18

Farm Attacks .............................................................................. 19 Set Up.............................................................................................. 19 Perception Check ......................................................................... 19 Tactics ............................................................................................. 19 Features of the Area ................................................................... 20 Whats Next? ................................................................................ 20

Cult of Orcus .............................................................................. 22 Set Up.............................................................................................. 22 Tactics ............................................................................................. 22 Features of the Area ................................................................... 23

Slaver Encounter ...................................................................... 24 Setup ................................................................................................ 24 Tactics ............................................................................................. 24 Features of the Area ................................................................... 25

Shadowfell Keep....................................................................... 27 The Tombs ..................................................................................... 27 The Shadow Dreams .................................................................. 27

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

Area 11: Water Cave .............................................................. 28 Water Cave History ................................................................... 28 Tactics ............................................................................................. 28 The Treasure ................................................................................. 29

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

Area 16: Chamber of statues ............................................... 31 Area 18: Cathedral .................................................................. 31

Setup................................................................................................ 32 Reversing the Ritual ................................................................... 32 Tactics ............................................................................................. 33 Treasure ......................................................................................... 33 The Rod of Ruin .......................................................................... 33

Magic Items Appendix ............................................................ 34 The Rod of Ruin .......................................................................... 34

House Rules Appendix ........................................................... 37 Underwater Swimming ............................................................. 37 Drowning....................................................................................... 37

XP Analysis ................................................................................. 38 NPC Portraits ............................................................................. 39 Players Handouts ..................................................................... 41 Battle Maps ................................................................................. 47 Monster Update ........................................................................ 51

On the Road: Kobold Brigands ............................................... 51 A1: Kobold Ambush ................................................................... 52 A2: Kobold Lair, Outside .......................................................... 52 A3: Kobold Lair, Inside ............................................................. 53 A4: Burial Site ............................................................................. 55 Area 1: Goblin Guard Room ................................................... 56 Area 2: Torture Chamber ......................................................... 57 Area 3: Excavation Site ............................................................. 58 Area 4: Chieftain's Lair ............................................................. 58 Area 5: Crypt of Shadows ......................................................... 59 Area 6: Hidden Armory ............................................................ 60 Area 7: Skeletal Legion .............................................................. 60 Area 8 Sir Keegan's Tomb ....................................................... 61 Area 9: The Maze of Caves....................................................... 61


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Area 10: Kruthik Lair ............................................................... 61 Area 11: Water Cave ................................................................ 62 Interlude 3: The Dead Walk ................................................... 62 Area 12: Hobgoblin Guard Room ......................................... 63 Area 13: Hobgoblin Barracks ................................................. 64 Area 14: The Warchief's Council Room ............................. 65 Area 15: Corridors of the Cube .............................................. 66 Area 16: Chamber of Statues .................................................. 67 Area 17: Ghoul Warren ........................................................... 68 Area 18: Cathedral of Shadows ............................................. 69 Area 19: The Shadow Rift ....................................................... 70

DM's Roleplaying Advice ...................................................... 72 Overall Changes........................................................................... 72 6. Hidden Armory ...................................................................... 72 10. Kruthik Lair .......................................................................... 74 11. The Water Cave .................................................................. 75 13. Hobgoblin Barracks ............................................................ 75 15. Corridors of the Cube ......................................................... 75 18. Cathedral of Shadow .......................................................... 75


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CREDITS

These are the contributors in the Wizards community who have helped with improvements, new ideas and concepts to this H1 Conversion Guide.

Blastin Helped with all spelling and grammer

GMforPowergamers Ideas on adding blood scripts in Keep

Lineov Rod of Ruin concordance and connection to Karavakos. Update of Skill Challenges.

SgtPepper76 Modified Poem of Melgold the Mad Poet

Zinovia Original Poem idea of Melgold the Mad Poet

Jacktannery Contributed DM's role-playing advice

PROLOGUE

The Blood Lord sat on his throne of bones and blood-oozing skulls, engulfed in darkness and the putrid stench of death and misery. Cries of pain and anguish played in the background of Orcus residence of Undeath. Nothing of this reached the dark lord. His blood-hazed eyes were lost into the distance, his mind stretching out to listen to the calls and prayers of his dark clergy and followers. Like buzzing flies, their requests and calls for favors left no impression on the Demon Price of Undeath his schemes of power were on a level incomprehensible for his mortal followers. But suddenly his eye twitched, a prayer no not a prayer a

whispered word that brought back memories of lost causes and unpaid depts. Orcus focused his divine attention towards the source, spanning his godlike awareness cross planes and dimensions.

Master of Undeath, Tear in the shroud of Death, listen to the words of your humble servant, a maggot in your godlike corpse. I have found out where the followers of Bahamut have hidden the Rod of Ruin! The paladin of Bahamut I defiled and brought back in your name knows of its hiding place, great Master.

The Rod of Ruin Found! The Blood Lord clenched his fist around the Wand of Orcus, blood dripping between his fingers. This opened up new possibilities, the chessboard had suddenly shifted, and things were tilting in his favor again. As Lord of the Undead, Orcus had the everlasting patience of the dead, a trait seldom seen among his demonic cohorts and enemies. But Orcus knew that if he waited long enough in the darkness, secrets held in life would resurface in the afterlife. It was just a matter of time, and that time was now. With the Rod of Ruin resurfacing he could send his pawns to collect it and complete the task once started but never finished turning the living world into a realm of undeath and eternal darkness. His divine mind immediately identified the hundreds of actions needed for setting the plan in motion, but first he poured a fraction of his essence into the world of the living. His aspect materialized in the crypt of his maggot, pulling darkness and the chill of the grave with it. The priest screamed in terror as his eyes started to bleed at the sight of his true Lord. There were still questions that needed answers and a dept of a soul to be paid


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THE THREAT

The Pyramid of Shadows: Realms, both wondrous and dire, border the world. One such realm is the Shadowfell. Although not inherently evil, the Shadowfell is fraught with dangers, and the barrier between worlds can be thin. Sometimes the darkness breaks into the light.

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

The hordes of demons came at what at the time seemed to be a very reasonable price. They would fight on Karavakos behalf and obey his orders. If he ever led them to defeat, however, they would abandon him and feed on his dark soul for all eternity. All the souls of his subjects would be damned to an eternity of pain in the depths of Abyss. Only an error made by the wizard could result in the demons defeatno army in the world could defeat them on the field of battle.

Karavakos led his hordes on one conquest after another. His first target was the neighboring minotaur

tribes, which were almost driven to extinction by Karavakos undead and demon infested hordes. One tribe took refuge in the depths below Thunderspire Mountain, where they founded the city of Saruun Khel and hid from Karavakos wrath.

What had been a small kingdom ruled by Karavakos grew into a mighty nation to rival the great human empire of Nerath that held sway over much of the land at this time. With winters arrival, Karavakos called a halt to his campaign of expansion. He returned to his palace with the eladrin princess, Vyrellis, who was to be his bride. Together, he proclaimed, they would rule a new empire, and with springs dawning his armies would march into the Feywild, extending their rule across two worlds.

When spring came, the demon hordes marched through the thin border between worlds. In the Feywild, though, the demons met their match. Invincible on the battlefields of the natural world, the demons had no such protection once they stepped into the Feywild. Fey spears and arrows felled the hordes, putting an end to Karavakoss dreams of conquestand severing his demonic bargain.

At the same time, the empire of Nerath had dispatched legionnaires to eliminate the threat of the rift to the Shadowfell. The empires soldiers destroyed the remaining undead, sealed the opening, and built a keep to watch over the location and contain the threat. This is the site known as the Keep on the Shadowfell.

Karavakos nation died on that day, all his subjects killed and their souls brought back to the Abyss with the returning demons. The Seelie Court feared what the demons would do with Karavakos soul and instead imprisoned him in the Pyramid of Shadows, his eladrin princess at his side. The fey gave the Rod of Ruin to the Nerath Empire as a reminder of mankinds folly and their responsibility to secure that it never happened again. The emperor ordered the Rod of Ruin to be hidden for all time,

as they lacked the power to destroy it. It disappeared and was soon forgotten in the mists of time.

The Pyramid of Shadows is one of many magical prisons created to confine powerful beings. The fey created it to exist both in the natural world and in the Shadowfell, at the same time in neither of them, thereby preventing Karavakos from ever returning. Just as a prism splits light into its component colors, the pyramid split Karavakoss life force into free-willed splinters, each one containing a fragment of his power. With his power spread among these various splinters, Karavakos couldnt hope to break free from the prison. Enraged, he lashed out at the only person he could blame for his failureVyrellis, who he claimed tempted him into his ill-fated attack on the Feywild. He cut Vyrelliss head from her shoulders and threw it into the charnel pit at the heart of the pyramid.

But Vyrellis didnt die. Her life energy, too, was splintered upon her arrival in the pyramid. Her splinters are not animate, but have instead been imbued into gemstones and an orb spread throughout the pyramid. Vyrellis is now driven by a burning thirst for revenge against Karavakos, matched only by her desire to reunite the fragments of her life force and escape the Pyramid of Shadows.

Thunderspire Labyrinth: After Karavakos was imprisoned decades of peace followed, and the village of Winterhaven arose within sight of the keep guarding the closed rift to the Shadowfell. Eventually, the great fort fell into ruins and its grand purpose was forgotten. Today, it is seen as a harmless tumble of stone and wood.

But when one power falls another rises in its wake. Soon after the fall of Karavakos, Saruun Khel became the center of an oppressive minotaur kingdom devoted to the demon lord Baphomet that subjugated neighboring lands. This angered the Demon Prince of Undeath, who started to


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

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

Orcus convinced the high priest to start greater excavations even further down below the labyrinth, where the answers to his dreams of power lay. Deeper and deeper the minotaurs dug, until they finally reached the large cavern holding the Sea of Shadows. Guided by Orcus, the minotaur high priest learned the ritual to create the Bronze Warders. He formed them in his own likeness, never realizing that they were the foci for an even darker ritual that would open the floodgates to Shadowfell, spreading the Sea of Shadow as a tidal wave over the Nentir Vale, with darkness, undeath and necrotic energies in its wake.

However, three centuries ago, when the ritual was almost completed, Baphomet learned of Orcus treachery. A battle for the throne of Saruun Khel erupted into a vicious civil war. The Baphomet loyal tribes faced the might of the high priest of Orcus and his loyal subjects. The demon lord Baphomet infused his followers with mindless fury, allowing them to defeat the faction devoted to Torog. When Orcus subjects were defeated, the survivors took to

battling one another until only a few minotaurs remained in the ruins of the once-great city. Some say that the madness and violence that descended on Saruun Khel in its final days were Baphomets vengeance against his people for daring to offer sacrifices to another power very few know the real truth.

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

In the last two decades, the original founders formed the Mages of Saruun, and established the Seven-Pillared Hall to provide them with safe access to the denizens of the Underdark. The mages cleared an ancient subterranean highway carved by the minotaurs, allowing denizens of the deep to trade with them and select other surface dwellers in the black markets of the Hall.

Today, dwarves, duergar, drow, and more creatures come to the Seven-Pillared Hall to trade gems, gold, rare ores, and other goods. Under the watchful eyes of the hooded mages and their bronze servitors, an uneasy peace endures in the Hall while perils lurk in the shadows of the Labyrinth beyond.

Orcus schemes had yet again been thwarted, but the Blood Lord never sleeps, and his tendrils of undeath touched the world, and so he came to learn what had happened to the Rod of Ruin. He soon found a way to infiltrate the Mages of Saruun with one of his own loyal

subjects the wizard Paldemar. Due to the machinations of a renegade mage, the fragile peace of Thunderspire Mountain is in jeopardy. Slavers now operate in the depths of the mountain, and an even bigger danger once again threatens the lands of the Nentir Vale Paldemar had, through the whispering of the Blood Lord, learned about the Sea of Shadows, the Keep on the Shadowfell and the Pyramid of Shadows. In addition to establishing a vibrant temple and cult of Orcus in Thunderspire, Paldemar has been gathering arcane power to use against the Mages of Saruun. At this point, he has a number of promising leads to ultimate power. He has sent his loyal servant Kalarel, a priest of Orcus, to try to open the rift to Shadowfell in Winterhaven, but he is also in the process of completing an infernal machine that, when activated, will give him control of all of the bronze warders within the mountain. Without their protectors, Paldemar believes he will be able to dispose of the Mages of Saruunhis first step in taking complete control of Thunderspire and then open the gates of the Sea of Shadow to flood the surrounding lands in darkness and undeath.

His future plans, as the adventurers can learn should they defeat him and search his personal chamber on the third level of the tower, include an evil ritual that will channel the arcane power of the captured mages into the destruction of the Pyramid of Shadows and make him immortal. This is, of course, a lie whispered to him by Orcus, who only wants him to destroy the Pyramid of Shadows to release Karavakos soul for which the Prince of Undeath has been waiting for a very long time. An oath is an oath

Keep on the Shadowfell: Time passes and empires fall, and even Nerath wasnt immune to the ravages of time. The once-great human empire collapsed almost a century ago, and only memories of its glory remains. Deep within the ruins of the old keep, the magic seal crafted by the


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Nerath wizards continues to protect the rift, but time has begun to erode even this powerful magic. Moreover, the cult of Orcus has returned to the site with the Rod of Ruin, intent on finishing what its ancient brethren started.

The cult seeks to reopen the rift to the Shadowfell. However, the magic seal has so far frustrated the cults intentions. Time, however, is on the side of the cult.

Unless the cult is stopped, the seal will collapse and the passage into the Shadowfell will be opened anew. If that happens, Winterhaven will face the threat alone. Leagues of dangerous roads separate the village from its closest neighbors, and the place has always stood as a point of light in the ever-growing darkness.

Even so, Winterhaven wont stand long against endless swarms of ravaging undead and demons. The cult of Orcus seeks to open the rift, establish a foothold, and launch further atrocities against the world at large.

Paldermar has sent his loyal subject, a priest of Orcus named Kalarel that heads the death cult. Paldemar uncovered the truth about Shadowfell Keep a several years ago, guided by Orcus, he found records dating back to the time of the original opening of the rift. Since then, he has been ceaselessly researching an evil ritual that he believes will allow him to shatter the seal and once more open the rift, but pressed by more urgent matters in Thunderspire Labyrinth he has given the task of researching the vile rites to Kalarel as well as the task of continuing to expand Orcus influence in Winterhaven. After gaining control of the keep, Kalarel placed agents in the surrounding areas.

Kalarel has established dominion over a tribe of goblins that had set up a lair within the subterranean chambers beneath the keep. These creatures, led by a goblin named Balgron the Fat, guard the place ferociously, not completely out of loyalty to Kalarel but due to their own thirst for wealth and power.

After his control of the keep was solidified, Kalarel dispatched a hobgoblin named Irontooth to oversee a tribe of kobolds operating out of a lair near Winterhaven. Through his hobgoblin agent, Kalarel has ordered the kobolds to harass and, if possible, eliminate anyone in the vicinity (such as adventurers) who might have the potential to delay or thwart the priests plans.

Kalarel also installed an elf spy named Ninaran in Winterhaven. Through the reports of this individual, Kalarel keeps an eye on the activities of Winterhavens residents and knows when newcomers arrive.

Kalarel is confident he will achieve his goal and soon reopen the rift to the Shadowfell.

Will anyone dare to prove him wrong?

Paldermar


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PREPARING FOR ADVENTURE

Instead of all the players having the same hook and knowing each other, I decided to split the party into two, bringing them together in the first encounter in Keep on the Shadowfell On the Road: Kobold Brigades. Each party has its own hooks and purpose for coming to Winterhaven. This allows not only for immediate action but also role-playing as the players learn about each other and why they are seeking Winterhaven.

I did some small adjustments to the Missing Mentor and Ominous Signs hooks. I took the party wizard as the leader for the Missing Mentor hook, and the cleric or paladin as leader for the Ominous Signs hook.

HOOK: MISSING MENTOR 1 The player character (wizard or similar) seeks news of

his or her mentor at the Academy of Magic, Douven Stand. The man who trained him or her for a life of adventure bade his friends farewell three months ago and headed for Winterhaven. Douven, an archeologist and explorer of old ruins, always looking for forgotten lore, had found an ancient map that revealed the location of a dragons tomb not far from the village. He reasoned that if a dragon were buried there, it would be rich with archeological relics and maybe even its hoard.

The mentor should have returned some time ago, and his continuing absence bodes ill. The Academys Council fears the worst and decides to send out the player character with some loyal henchmen to find out what happened to his or her mentor.

Quest XP (Major QL 6): 250 XP/player for discovering Douvens fate.

HOOK: MISSING MENTOR 2 If the PCs manages to save Douven Stand in A4:

Burial Site he sends his pupils on a second quest to stop the cult and find out any detailed information about its goals and the rift to the Shadowfell for the Academy of Magic.

Quest XP (Major QL 3): 150 XP/player for stopping the cult, as well as 250 gp if they can bring back any information about the cults goals and the rift to the Shadowfell.

HOOK: OMINOUS SIGNS Marla of the Church of Bahamut contacts the PCs

(cleric or paladin) before the start of the adventure. She has received dire news from the small shrine at the holy spring of Kalin. An evil artifact, only known as the Rod of Ruin, that had been hidden for centuries by the Church of Bahamut has been stolen and the shrine defiled. No one alive remembers the Rods purpose and if any records of this existed, they are now lost.

All of the monks guarding the Rod were killed and brought back as vile zombies, save one. He survived and witnessed a small group of death cultists steal the Rod and then leave for Winterhaven. He heard a name being mentioned, a name he thought was the name of the dangerous and twisted high priest of the cult - Kalarel. Marla suspects that this Kalarel has set up a secret cult in the area and is conducting unholy ceremonies, and fears what he might do with the Rod. She asks the PCs to travel to Winterhaven, determine if there is any death cult activity in the area and, if so, to stamp it out and bring back the Rod of Ruin.

Quest XP (Major QL9): 400 XP/player for destroying the cult, as well as 250 gp for destroying the cult, stop their plan and bring back the Rod of Ruin.


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ADVENTURE SUMMARY THE CULT OF ORCUS

I really liked the idea of Bairwin running the Cult of Shar within Winterhaven, introduced in the H1: Realms Conversion. Get it at:

http://www.wizards.com/download.asp?filename=155_Shadowfell_FR.pdf

I wanted to use it but for Orcus instead, and it is a quite easy conversion. I decided to change the encounter with more undead, rather than shadows.

I also wanted to have some ways for the characters to learn about Bairwins activities in the town, so I reworked the Tavern Thugs into a Skill Challenge The Mystery of Old Sara, as well as an encounter outside of Winterhaven Farm Attacks where the characters find evidence of the abductions happening.

THE BLOODREAVERS As I have tried to tie together Keep on the Shadowfell

more tightly with Thunderspire Labyrinth, it was natural that Kalarel was accompanied with Hobgoblins of the Bloodreavers tribe. They have been given the task not only to protect Kalarel (Area 12 to 14), but also to secure a steady supply of slaves to their brethren in Thunderspire Mountain thereby securing Paldemars position and influence. Their Leader Traak is in charge of their operation from the Keep.

Another change I made was to turn Irontooth into a hobgoblin Bloodreaver, rather than a mere goblin, thereby making him more threatening, which helped prepare the PCs for the tough A3 encounter (Kobold Lair). Irontooth has taken command of the kobolds, kidnapping slaves from

the old Kings Road and outskirt farms. He then routes them to the hobgoblin Warchief that secures the continuous transfer of them to Thunderspire Mountain and the Bloodreavers there.

RECENT DEVELOPMENTS

A Skull of Orcus named Kalarel has infiltrated the nearby town of Winterhaven. His cult operates out of the town, which helps supply Kalarel and his followers, who are hard at work in Shadowfell Keep preparing to open the rift to Shadowfell.

Bairwin is Kalarels underling and the leader of the cultists located in Winterhaven. Bairwin operates the cult out of a basement in his shop. Bairwin arrived several years ago at the same time as Kalarel, and he has covertly supplied Kalarel with the tools and provisions necessary to excavate Shadowfell Keep. He has also begun recruiting others to his cause.

Bairwin, feeling safe in his cover as shopkeeper in Winterhaven, has started to perform vile rituals in the name of Orcus in the basement of his shop. The ritual involves human sacrifices to Orcus and the creation of self-loathing undead creatures from the remains. Bairwin has sent some of his ruffians and thugs, disguised as merchants and guards, to the remote farms to kidnap suitable victims for the rituals.

Recently the previous shop keeper Old Sara happened to pass by the shop one morning and heard screams from the cellar. She went in and discovered the basement and its vile purpose. Before she could get out and warn the city guards, Bairwin captured and killed her. He has tried to cover his tracks, but some talented adventurers might find the truth about old Saras disappearance.

ADAPTING WINTERHAVEN Q&A Q: What do you know about a cult of Orcus?

At this point, most people are dismissive of such an idea, laughing it off. Characters can make a DC 13 Streetwise check to learn any or all of the following points of information related to the cult:

The town has no underground caverns or hidden places of which its citizens are aware.

There arent any new or suspicious folks in town. The newest person is Bairwin, and he arrived several years ago.

The gates are shut at night, and the only people who leave through them are returning to their homes outside town. Farmers, like Eilian the Old, and trappers, like Ninaran, leave shortly after dark.

Most people are more concerned about the kobolds attacking travelers and townspeople than they are about a subversive cult.

If there were a cult, most folks believe it would be outside of townoff in the dragon burial site southwest of town or the old, ruined keep to the northeast. Even so, people find that highly doubtful.

REVELATIONS

If the PCs discover that Bairwin is leading the cult in Winterhaven they are likely to confront him directly or turn to Lord Padraig. If the PCs go to Bairwins shop, he greets them pleasantly. When the PCs begin asking probing


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questions, demonstrating that they know of his involvement, he flees, darting into the backroom where a secret door leads down to an underground chamber. Characters following him trigger the encounter on the next page.

If characters turn to Padraig for action, he demands evidence. If the characters bring Agrid from the A4: Burial Site encounter, they have little evidence for Bairwins involvement in the capture of Douven Staul. In fact, Lord Padraig instead listens to Bairwins claims and asks the characters to find the real source of the evil in Winterhaven and leave Bairwin alone.

BAIRWINS CLAIM Douven showed the mirror to Bairwin, who sent

word about the relic to a collector of fine arts in Fallcrest.

A month ago an old companion from Bairwins adventuring days, Agrid, showed up and said he had fallen on hard times and needed work.

Bairwin had no work for Agrid but had just received word from the collector in Fallcrest who was interested in the mirror. He paid Agrid for delivering the message to Douven that he had an interested buyer for the mirror, prepared to pay more than 500 gp for it.

Bairwin says that Agrid must have fallen to the temptation to take the money himself. He must have wanted to find more relics from Douven, and probably kill him and escape with all the valuables to Fallcrest were he would try to sell it.

Bairwin asks Lord Padraig why he should believe some claims from a stranger such as Agrid and a group adventurer instead of a loyal villager who have brought a lot of trade and taxes to Winterhaven over the last 10 years.

If played right, lawful PCs will learn the hard way that they will need hard evidence before making accusations against someone in a lawful society. Bairwin has no relics in his shop;

Searching the shop reveals nothing (the secret door to the cellar is magically hidden; Douven did show the mirror when stocking up supplies in his store; Agrid has no actual proof to verify his claim that Bairwin sent him to do the dirty work.

If the characters manage to present evidence, such as a successful skill challenge in the Mystery of Old Sara, or providing the thugs from the Farm Attacks encounter, he says he will not take action against a member of the town without just cause. In the event the PCs present proof, then Padraig asks the PCs to help apprehend Bairwin (see Cult of Orcus encounter).

If the PCs successfully put an end to the cult activities in Winterhaven Lord Padraig trusts them enough to ask them to help rescue the missing villagers he fears have been taken to the keep for some sinister and evil purpose. Present the PCs with the Slave Rescue hook. This is actually a hook into the next adventure Thunderspire Labyrinth, which the players cannot solve at the keep. They can, however, find the clues at the keep as to what has happened to the missing villagers.

HOOK: SLAVE RESCUE The kobolds, lead by Irontooth, have captured twenty

villagers from Winterhaven. Lord Padraig has come to understand that these disappearances seem to have a connection to the Cult of Orcus he has recently learned have been active in his village. He begs the adventurers to get involved. You have already done a great service for Winterhaven and the people of Nentir Vale, he says. Can

you be the force I need to put an end to this and bring my subjects back if they are still alive?

Lord Padraig and his Captain Rond Kelfem are convinced that the missing villagers have been taken to the keep to be used by the remaining cultists in vile rituals. He beseeches them to follow the slavers and rescue the captives. They must be saved before it is too late!

Quest XP: 200 XP/Player (major quest), and Lord Padraig provides a reward of 500 gp if the captives are rescued and returned safely to Winterhaven.

LORE OF THE CULT OF ORCUS A character that makes a Religion check can identify

certain features of this encounters creatures and is aware of the following information:

DC 15: The cult of Orcus is widespread among corrupt and despicable humans, with more significant following among humanoids than most demon princes can boast. His temples are usually hidden, and his worshipers form secret societies living in otherwise normal communities.

DC 20: Orcus demands living sacrifices as a part of his rituals. It is common for followers of Orcus to carry black, skull-topped scepters and often wear skull masks and black robes with hoods or goat-horned headdresses and silver robes.

DC 25: Clerics of Orcus are in charge of promoting necromancy, pain, torture, undeath, and the destruction of all that is good. They pray for spells at midnight. Their colors are red and black, although bone white is often used as decoration.


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SHADOWFELL KEEP

Once the characters have exhausted their options in town and have figured out the danger that Kalarel and his cohorts represent, they will likely head toward the keep. However, the characters might learn a little bit more of the story through the efforts of Valthrun, an NPC.

THE TRUTH OF THE KEEP When Valthrun learns of the suspicious activities in

Shadowfell Keep and around Winterhaven, he grows alarmed and tells the characters that he must consult the historical texts locked away on the second and third story of his tower. If the PCs allow him a few hours to search the tomes, he can reveal to them the secret of Shadowfell Keepa secret that has remained guarded for centuries. The following text, which Valthrun communicates to the PCs, replaces Valthruns information from the Questions Answered section in the original adventure:

My books and scrolls tell me that the ruined keep was built by the old empire, Nerath, as I suspected. The Nerath Empire was attacked by hordes of undead and demons at the time, over three hundred years ago, released onto the earth by the mighty wizard Karavakos from a rift to the Shadowfell. Finally, in a great battle, the empire of Neraths legionnaires managed to eliminate the threat of the rift to the Shadowfell. The empires soldiers destroyed the remaining undead, sealed the opening, and built a keep to watch over the location and contain the threat. This is the site known as the Keep on the Shadowfell.

The Shadowfell is a place of darkness and shadows, but not all of it is evil, but this rift apparently connects to an unholy sanctuary of Orcus, the demon lord of the undead.

Skeletons, ghouls, and stranger, fouler creatures once crawled through the opening into the light of day. By destroying the undead and sealing the rift, the Nerath Empire thought that was the end of the story. Now, Im not so sure.

Take a look at this poem I found in the Collection of Lyrics from Melgold The Mad Poet of Almhurst

In shadowed keep of tumbled stone, A peril lurks, for years unknown,

The Kinslayer's spirit guards it yet, 'Gainst a newfound vile threat.

The Kinslayer once was proud and strong,

Until the Blood Lord came along.

The thing of evil sent dark dreams,

Nightmares wrought of tortured screams, The vowed defender's mind did bend,

And with his blade he did rend.

Awakened to the awful truth, Shattered bones of men and youth,

His wife and children, pride and joy, Mistaken for demons he was forced to destroy.

The Kinslayer fled to meet death alone,

For wicked deeds he must now atone, And so the fallen paladin must wait,

For heroes to arrive and reverse his fate.

But twisted whispers echo through the halls,

And ghostly blood runs 'long the walls, None can face those cursed remains,

Fear like water in their veins.

A Blood Lord follower from a cursed line, Now threatens to awake the unholy shrine,

Dark power craves as men do thirst, Confining spells to be reversed.

Storm clouds gather with the demon's approach,

And the living dead will soon encroach, The forces of good will never survive,

For the Prince of the Undeath will soon arrive.

This poem sent me digging deeper into the fall of this Kinslayer and this is what I found: Within two short decades after the collapse of the Nareth Empire, Shadowfell Keep was abandoned and left to fall apart and decay. It was on a grisly night about eighty years ago that the lord and commander of the keep garrison, Sir Jerold Keegan, put into motion the events that led to the keeps downfall.

Perhaps the Shadow Rifts malign influence is too strong to resist. Maybe Sir Keegan was a crazed lunatic driven by demons we may never understand. Whatever the case, at the stroke of midnight on that fateful day, Sir Keegan began to systematically slaughter every resident of the keep, forever cursing the place. The author of the

The forces of good will never survive, for the Prince of the Undeath will soon arrive


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historical treatises speculates that he suffered paranoid delusions, for Keegan went on a rampage through the keep. His own wife and children were first to fall to his blade, then his trusted advisors, and finally many of the soldiers under his command. Sir Keegan was too skilled for any one soldier to defeat, yet eventually the garrison managed to respond with an organized defense. Although many brave soldiers died, they managed to inflict him a grievous wound that drove the mad knight to flee into the keeps crypts were they finally managed to dispatch him.

The keep became notorious for a time, as one of the last bastions of the fallen empire. There was no one to order it back into service. So it was abandoned, feared for a time, and eventually, more or less forgotten. An earthquake a few years later collapsed the upper towers and walls, and turned the place into a ruin of tumbled stone.

Rumors persist of great treasures buried beneath the keep, yet few have dared explore the passages over the year. Sir Keegans ghost is said to roam the corridors beneath the ruins, wailing in grief over the tragedy of his life. The people of Winterhaven avoid the place, and the mere mention of Shadowfell Keep is considered bad luck by many of the farmers and villagers.

Whatever activity is occurring at the keep, it can only mean ill for Winterhaven and those of nearby lands. Please, will you do what you can to help?

(The poem can be found in the Players Handouts

Section)


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THE MISSING VILLAGERS

There are 21 villagers missing in Winterhaven. Two of them, Old Sara and a vagabond named Evrion (who none has realized is missing) was captured by Bairwins thugs and has been sacrificed to Orcus on his bloody altar and turned to animated skeletons (see Cult of Orcus encounter).

A family of four living in one of the outskirt farms was recently captured by the kobolds and sold to the Bloodreavers. They were held hostage for a short while at the keep (in Area 2), but have recently been shipped to the Bloodreaver slaver camp close to the keep, together with 2 merchants that were captured as well. (see the Slaver Encounter).

Three have been sacrificed on the altar in Area 18.

The remaining twelve have all been shipped off by the Bloodreavers to be sold in the Thunderspire Labyrinth.

LEARNING THE VILLAGERS FATE The goblins in the first level of the keep have been

acting as the middle men between the kobolds and the Bloodreaver hobgoblins. They have held the slaves captive in their dungeon (Area 2) until the Bloodreavers have arrived to convey the shipment to the Thunderspire Labyrinth.

By interrogating the goblins the PCs can learn the following with a successful Intimidate check (Will Defense +10 for hostile, unless the PCs promise not to kill the goblin in question which gives a +5 modifier for unfriendly).

INTIMIDATE CHECK Success 0 to +2 The kobolds deliver them to the keep

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

Success +3 or more The Bloodreavers is a tribe of Hobgoblins up in Thunderspire Mountains fierce warriors hurt goblins if we do not do as told. I do not know what they want the human slaves for.

If the PCs questions Balgron the Fat or the Hobgoblin Torturer (Area 2) they might learn more with a successful Inimidate check.

INTIMIDATE CHECK Success 0 to +2 We just delivered four new slaves to

the Bloodreavers. They came and picked them up only yesterday, but it serves you no good, they are already on the way to Thunderspire Mountains to meet the same fate as the other twelve. You came too late, ha, ha!

Success +3 to +4 The Bloodreavers have a camp not far from here. The human rabble might still be there. They talked about staying longer to get some fat merchants as well. Yes I can tell you how to get to the camp.

Success +5 or more: The Bloodreavers are a gang of thieves and slavers, not necessarily in that order, that includes goblinoids and some humans. Most of them are fierce warriors and they have their base in the Thunderspire Mountains.

If the PCs question the Bloodreaver hobgoblins on the second level of the keep they gain even more information about the Bloodreaver tribe.

INTIMIDATE CHECK Success We are the Bloodreavers! The mightiest

tribe in the Thunderspire Labyrinth. We have become very rich by selling this human rabble into slavery in the Underdark. Weaklings they are, but they fetch a good price in the Seven-Pillared Hall!

A successful interrogation of the hobgoblin Warchief Traak provides the last piece of clues.

INTIMIDATE CHECK Success: The Bloodreavers have an agreement with

the great Master No I do not know his name. I only know that our skilled Warlord Krand struck a bargain with him. We were sent to accompany and protect his disciple Kalarel. In return he provides us with fresh slaves.


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THE MYSTERY OF OLD SARA Encounter Level 1 (200 XP)

When the PCs arrive in Winterhaven they might start looking for clues as to whether or not there is a death cult in the city. In this skill challenge one or more adventurers attempt to find out the truth of the situation.

This challenge can stretch out over time in between the PCs exploration of the kobold lair (A3), burial site (A4), or even the keep itself.

Setup: To find clues about the secret Orcus cult in the basement of Bairwins store, the PCs must unravel some of the clues in Winterhaven.

Level: This is a 1st-level challenge.

Complexity: 2 (requires 6 successes before 3 failures).

Primary Skills: Diplomacy, Insight, Dungeoneering, Religion, Streetwise.

1st Streetwise (DC 19): PCs learn that an old woman called Old Sara has disappeared from her small home in Winterhaven. No one seems to know what has happened to her.

Religion (DC 19): A PC remembers some facts about the cults of Orcus. The cult of Orcus is widespread among corrupt and despicable humans, with more significant following among humanoids than most demon prices can boast. His temples are usually hidden, and his worshipers form secret societies living in otherwise normal communities. A few of his temples are terrible strongholds full of undead, where wicked lords commit atrocities and wage wars in the demon prices name.

Orcus demands living sacrifices as a part of his rituals. Blood and skulls are an important part of the imagery used in his worship. Idols and altars are often surrounded by or built upon tall piles of skulls.

It is common for followers of Orcus to carry black, skull-topped scepters and they often wear skull masks and black robes with hoods, or goat-horned headdresses and silver robes.

1st Diplomacy (DC 12): Talking to some villagers, PCs learn that Old Sara and her husband used to own the store were Bairwin now resides. It used to be an old pottery but Sara sold the store to Bairwin when her husband died several years ago. Old Sara always passed by the store on her morning and evening walks to the market. Otherwise she never left her home, which makes her disappearance even stranger.

2nd Diplomacy (DC 12): When speaking to Thair Coalstriker PCs learn that this gruff dwarf is in poor humor over the success of Bairwins shop. He openly complains about the Grand Shoppes overnight success.

He explains that Bairwin arrived in town with a wagon full of junk a few years ago and has since managed to build a shop that seems constantly to acquire more merchandise and expensive items despite having few customers.

3rd Diplomacy (DC 12): Characters who question Thair further learn that Bairwin was at first a frequent customer of Thairs. Bairwin often purchased metal goods like shovels, spades, and wheelbarrows. Thair assumes that he managed to somehow sell these items at a great profit to others in the areaperhaps dwarves in the nearby hills. Whatever the case, the dwarf smith is bitter over Bairwins shops growth.

2nd Streetwise (DC 12): PCs learn from Delphina Moongem at the market that she saw old Sara entering Bairwins shop that fatal day she disappeared, as she usually did on her morning walk. Like to see that Bairwin took care of her old store, as she used to say, but then she never came over to the market.

Insight (DC 12): PC remembers that Bairwing said that he had not seen old Sara on the day of her disappearance.

Dungeoneering (DC 12): A PC notices the Bairwins shop seems to have undergone some recent changes. The house foundation has been strengthened with supporting pillars, suggesting that the foundation needed reinforced. It could be an indication of a cellar being added to the structure.

Success: If the adventurers gain 6 successes before attaining 3 failures, they find proof that Bairwin is most likely to be blamed for the disappearance of Old Sara. They can either go to Lord Padraig or Captain Kelfem with the information, and have them arrest Bairwin, or they can confront Bairwin themselves. If they choose the latter then they proceed to the Cult of Orcus encounter.

Successfully completing this skill challenge earns the adventurers a major quest reward (200 XP).

Failure: If the adventurers attain 3 failures before gaining 8 successes, further skill checks will give them no more information about the mystery. Bairwin also learns about them asking questions about the disappearance of old Sara. He sees the risk and reports it to Kalarel, who then orders Bairwin to dispose of any evidence that might lead back to the Keep and Kalarels plans.

When the characters search the cellars of Bairwins shop they find no proof of his involvement in the Cult of Orcus or the disappearance of old Sara.

If this happens you as a DM should consider running the Farm Attack encounter to give the PCs a chance to learn about the cult of Orcus.


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A3: KOBOLD LAIR, INSIDE

I changed Irontooth to a hobgoblin instead of a goblin and made him one of the Bloodreavers. I portrayed him as a dangerous killer, to help the players understand that this was going to be a tough fight.

My additions to this encounter are the Players Handouts I have created. You will find them in the end of this Conversion Guide.

I have also added one small note from Ninaran, which the characters can find in one of Irontooths pockets with a successful DC 15 Perception check. The note has been written with coal on a piece of clothing, not larger than 4 inches. The note reads:

They are coming! Prepare! Ninaran who has been following the players action in

Winterhaven, followed the PCs out of Winterhaven and alerted the kobolds of the immediate threat by shooting an arrow to a kobold lookout, with the warning tied to the arrow. A character that later meets Ninaran and succeeds on a DC 19 Perception and a DC 12 Insight check notices the missing fabric in Ninarans clothing and draws the right conclusion that it matches the size and color of the note.

There is also a note from the Hobgoblin Warchief of the Bloodreavers Tribe at the Keep. However this note is written in goblinoid, which the PCs probably do not understand. However, in the Cult of Orcus encounter there is a ritual book with the Comprehend Languages ritual that might help the players decipher it. The letter reads:

Saa (Greetings) Ghaal (Mighty) Irontooth,

We have received your chaatoor (human) tuuvotos (slaves). Good work brother. Lhevk-ruh (Skilled Warlord) Krand is proud of your work. Shava (Sword Brother) Traak

You might as a DM consider not changing the goblin words in the message making it a little more cryptic and the comprehend language ritual not a 100% translation. You can find the letter in the Players Handouts in the end.


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A4: BURIAL SITE

In the original adventure, the dragon burial site was indirectly related to Kalarels machinations. However, in this adaptation, the dragon burial site supplies evidence of Shadowfell Keeps background (see Background). However, Kalarel's apparition has been replaced, see the Monster Update Guide.

An adult dragon is buried at the site, which a character can identify with a DC 12 Nature check. A PC succeeding at a DC 19 check also determines that the bones are those of a shadow dragon, and that the site is more than 200 years old. They also discover numerous other bones, human and others that are strange, twisted and demonically warped. The dragon burial site is the spot where a large battle between Karavakos hordes and the Nerath Empire, trying to close the rift to Shadowfell, occurred.

The gnome Agrid is one of Bairwins hirelings, but he knows nothing of the cult activities or what goes on in the keep. Unlike many of Kalarels other servants, Agrid is not devoted to Orcus or Kalarels cause. Bairwin hired him to capture Douven and take over the excavation when Douven returned to Winterhaven with relics from the old war. Bairwin did not want to have undue attention brought to Winterhaven, as would have been the result if Douven were allowed to communicate his findings to the world.

When faced with the prospect of death, Agrid offers what information he knows. When bloodied or when only one ally remains, the gnome surrenders and offers the character information in exchange for his life. If the PCs accept, the gnome says:

Bairwin the shopkeeper is my employer! He wanted to ensure that none of these relics found at the site leaked out of here. He especially asked for that mirror over there in

that crate. I dont know why. It was Bairwin who told me where to find that fool, Douven.

Once the gnome has offered his information, he tries to cajole the PCs into letting him go, pointing out that he didnt kill Douven, and the PCs would be cruel to kill him.

Once Douven is freed, he also offers an important bit of information to the PCs:

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

THE MIRROR OF SHADOWS The mirror that was found at the burial site is a relic

used by Karavakos during the Ritual of Opening. It is an ancient mirror of tarnished silver. It is magical and worth 550 gp on the open market, but much more for someone who wants to use it to open a rift to Shadowfell.

When a PC looks at his reflection in the mirror, read: The silver mirror is tarnished and when you look into

it you find your reflection grayish and misty. Suddenly you see your face but it is like a dark corrupted version, glaring out at you with white skin and eyes shining with malice.

Mirror of Shadows Level 1 The perverted shadow form of yourself breaks down your will Cursed Item 550 gp Attack: +5 vs. Will; Loose one healing surge, range 5 squares Ongoing Effect: Carrying the cursed item gives a -2 penalty to Will defense if the person has looked into the mirror and seen his or her reflection.

However, there are not only drawbacks with the Mirror of Shadows. A character in possession of the Mirror gets +2 on their Arcana checks to reverse the ritual in Area 19: The Shadow Rift. Some players might even start using it as a gaze attack versus their opponents successfully.


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ATTACK ON NINARAN Encounter Level 4 (925 XP)

SET UP This encounter is triggered if the PCs realize Ninaran is

the traitor that warned Irontooth of their approach (see A3 Kobold Lair) and choose to confront her at Wraftons Inn.

As soon as Ninaran senses that the characters are after her she summons her shadow wolves. They appear in the squares next to her.

This encounter includes the following creatures:

5 lesser shadow hounds (H)

Ninaran, elf archer (N)

When the PCs attacks Ninaran, read: Ninaran leaps to her feet and in a single motion has

her longbow in her hand. Lord Orcus, Dark Master protect me, she shouts while putting an arrow to the string. Suddenly the room grows darker and wisps of shadow dance around Ninaran. From nowhere five shadowy black dogs appear, growling menacingly at you.

Place the characters where they want to be in the room, but at least 2 squares between them and Ninaran.

TACTICS When the characters attack Ninaran let every one roll

initiative. On the shadow hounds initiative they teleport into the room from the Shadowfell and attack the PCs, trying to position themselves at the characters flanks. The hounds keep movingout of melee range when possible.

Ninaran tries to back away to be able to shoot at the PCs.

Ninaran, Elf Archer (N) Level 4 Artillery Medium fey humanoid (elf) XP 175 HP 44; Bloodied 22 Initiative +7 AC 17; Fortitude 14; Reflex 18; Will 15 Perception +12 Speed 7 Low-Light Vision TRAITS

Group Awarness * Aura 5 Non-elf allies in the aura gain a +1 racial bonus to Perception checks. Archers Mobility If Ninaran moves at least 4 squares from its original position, she gains a +2 bonus to ranged attacks until the start of its next turn. Wild Step An elf ignores difficult terrain when it shifts. STANDARD ACTIONS m Longsword (weapon) * At-Will Attack: Melee 1 (one creature); +9 vs. AC Hit: 1d8 + 5 damage.

r Longbow (weapon) * At-Will Attack: Ranged 20/40 (one creature); +11 vs. AC Hit: 2d8 + 3 damage. TRAITS Elven Accuracy * Encounter Effect: An elf can reroll an attack roll. It must use the second roll, even if its lower. Skills Nature +12, Stealth +12 Str 13 (+3) Dex 20 (+7) Wis 16 (+5) Con 14 (+4) Int 12 (+3) Cha 11 (+2) Alignment evil Languages Common, Draconic, Elven Equipment leather armor, longsword, longbow, quiver of 30 arrows

5 Shadow Hounds, Lesser (H) Level 3 Skirmisher Medium shadow magical beast XP 150 HP 44; Bloodied 22 Initiative +5 AC 16; Fortitude 17; Reflex 15; Will 14 Perception +6 Speed 7, teleport 7 Darkvision Vulnerable 5 radiant TRAITS Shadow Ambush If the shadow hound has combat advantage against its target, it deals an extra 1d6 damage on a successful melee attack. STANDARD ACTIONS m Bite * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d8 + 6 damage. MINOR ACTIONS

C Baying (fear) * Recharge 5 6 Attack: Close burst 3 (creatures in burst); +6 vs. Will Effect: Target takes a -2 penalty to all defenses until the end of the shadow hounds next turn. Special: Deafened creatures are immune. Skills Endurance +7, Stealth +7 Str 17 (+4) Dex 13 (+2) Wis 11 (+1) Con 12 (+2) Int 6 (-1) Cha 14 (+3) Alignment unaligned Languages


2012-11-24 18

FEATURES OF THE AREA Illumination: Bright light.

Chairs: Chairs do not limit or restrict movement through a square.

Tables: A table is tall enough that a Small creature can move under it and gain cover from doing so. It costs 2 squares of movement to hop up on a table. A character can use a standard action to tip over a table, which can then grant cover for a standing creature or superior cover for a prone creature.

Hearth: A low-burning fire provides warmth to the room. The fireplace is built into the wall and does not affect movement.

Stairs: The steep staircase leading from the dining room to the rooms upstairs descends 10 feet, but the ceiling remains level. Going up or down the stairs is considered difficult terrain. Creatures running or charging down steep stairs must succeed on a DC 13 Acrobatics check, ending

their movement 1d2x5 feet later if they fail. Those who fail by 5 or more fall prone and take 1d6 points of damage at the end of that movement. The DC of other Acrobatics checks increases by 5. Creatures gain a +1 bonus on melee attack rolls against foes lower than them.

Rug: A character adjacent to the carpet can use a standard action to make a DC 13 Strength check to pull the carpet up. Any creatures in squares occupied by the carpet must succeed at a DC 20 Acrobatics check or be knocked prone.

Bar: This countertop has a solid front and can provide cover to a standing character or superior cover to a prone character. The bar is difficult terrain.

Treasure: If the characters capture or kill Ninaran, the PCs also discover the treasure described in The Dead Walk encounter. If the characters confront Ninaran before the graveyard encounter occurs, then they discover Kalarels letter (described in The Dead Walk encounter) on her bookshelf. A copy of the letter is in the Players Handouts section. In this case, the graveyard encounter does not occur, and the characters inadvertently save the lives of ten of Winterhavens citizens.


2012-11-24 19

FARM ATTACKS Encounter Level 1 (500 XP)

SET UP The player characters are returning to Winterhaven

from either the A3 Kobold Lair or the A4 Burial Site, or they have gone to investigate the disappearing people in the remote farmsteads, maybe failing in the skill challenge around the The Mystery of Old Sara.

When they are passing by some of the farmsteads allow the party a DC 12 Perception check to notice that something is wrong. If they succeed they hear a muffled scream from inside the house and that the front door seems to be broken in. The intruders inside have had scouts that noticed the party and now try to prevent the farmers from attracting help. When the party approaches they try to bar the doors from entry, and do not answer any questions, hoping the party will tire and move on. A DC 15 Strength check is needed to break open any of the doors.


4 human thugs (T) 2 human ruffians (R) 1 human mercenary (H)

Once the players break into the house, read: A low fire still burns in the hearth of the small

farmstead. A group of tough-looking humans is barricaded inside the house holding a young beautiful farm girl hostage. Four men are in the main room and two are visible in the back room.

At this point, everyone rolls initiative and gets the opportunity to act. Place miniatures of the human gang according to the positions on the tactical map. If the PCs

address any members of the group, the human mercenary grunts and tells them to mind their own business.

Unless the PCs attack the men, read: The leader of the group, a scarred man in chainmail,

standing at the back challenges you.

Youre the right doers, aint you? he asks. Well it aint going to help you. If you try anything I will cut this little girl to pieces, wont I sweety?

The girl recoils and tries to wriggle free, but the ruffian is too strong. You hear her manage a stutter, Please save me, they have mom and dad in the bedroom.

At this point, give the PCs another opportunity to act or ask questions.

PERCEPTION CHECK DC 19 The leader of the group has a small necklace

with a small silver symbol of a skull with rams horns.

When the PCs rise to the defense of the farm girl (D) either physically or verballythe human mercenary keeps his sword to the girls throat and threatens to kill her (with a coup the grace), while, urging his allies, Take care of them. The father (F) and mother (M) are locked in a bedroom. The key to the door is in the mercenarys pocket or it can be opened with a DC 10 Thievery check or DC 14 Strength check to break open. If the PCs do not come to the farm girls aid and instead leaves, then the human mercenary makes sure he sees them leaving before they take the family on a wagon towards the Keep on the Shadowfell. Two days later they try to return in disguises to Winterhaven with the girl tied and gagged in a merchant wagon, delivering her for sacrifice at the altar of Orcus in the cellar of Bairwins shop.

TACTICS The human thugs stand guard at the door. However, at

the signal from their leader, they attack the characters.

The human mercenary focuses on the farm girl and trys to use her life for negotiations, but he turns his attention on the PCs if he is attacked. Although the mercenaries are working in the service of Bairwin and the cult of Orcus, they are practical opponents and flee if a fight appears lost.


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FEATURES OF THE AREA Illumination: Dim light.

Beds: These are fastened to the ground and flush with the wall. They are difficult terrain.

Chairs: Chairs do not limit or restrict movement through a square.

Tables: A table is tall enough that a Small creature can move under it and gain cover from doing so. It costs 2 squares of movement to hop up on a table. A character can use a standard action to tip over a table, which can then grant cover for a standing creature or superior cover for a prone creature.

Hearth: A low-burning fire provides warmth to the room. The fireplace is built into the wall and does not affect movement.

Wardrobes: These provide cover for someone adjacent to it. These also count as difficult terrain.

Wolverine Rug: A character adjacent to the carpet can use a standard action to make a DC 12 Strength check to pull the carpet up. Any creatures in squares occupied by the carpet must succeed at a DC 19 Acrobatics check or be knocked prone.

Treasure: The human gang has 5 gp and 83 sp among them regardless of how many the PCs defeat.

WHATS NEXT? When the fight concludes, the player characters have

the opportunity to talk to the terrorized farm girl, Ilina, and let her parents out of the locked bedroom.

Ilina tells the characters what the ruffian told her before they came and rescued her and her family. They said my parents were going to be sold as slaves, but for me they had other plans. I was going to be sacrificed they said,

4 Human Thugs (T) Level 1 Minion Skirmisher Medium natural humanoid (human) XP 25 HP 1; a missed attack never damages a minion Initiative +0 AC 14; Fortitude 13; Reflex 11; Will 11 Perception +0 Speed 6 TRAITS Mob Rule A human thug gains a +2 power bonus to all defenses while at least two other human thugs are within 5 squares of it. STANDARD ACTIONS m Club (weapon) * At-Will Attack: Melee 1 (one creature); +6 vs. AC Hit: 4 damage. Str 14 (+2) Dex 10 (+0) Wis 10 (+0) Con 12 (+1) Int 9 (-1) Cha 11 (+0) Alignment evil Languages Common Equipment club

Human Mercenary (M) Level 3 Soldier Medium natural humanoid (human) XP 150 HP 47; Bloodied 23 Initiative +5 AC 18; Fortitude 16; Reflex 15; Will 14 Perception +6 Speed 5 STANDARD ACTIONS m Longsword (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d8 + 6 damage, the target is marked until the end of the human mercenarys next turn.

M Press the Advantage (weapon) * Recharge 5 6 Requirement: Longsword Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d8 + 9 damage, and the target is pushed 1 square and dazed (save ends).

R Longbow (weapon) * At-Will Attack: Ranged 15/30 (one creature); +7 vs. AC Hit: 1d8 + 4 damage.

Skills Streetwise +7 Str 16 (+4) Dex 14 (+3) Wis 11 (+1) Con 15 (+3) Int 10 (+1) Cha 12 (+2) Alignment evil Languages Common Equipment chainmail, longsword, crossbow with 20 bolts

2 Human Ruffians (R) Level 2 Skirmisher Medium natural humanoid (human) XP 125 HP 37; Bloodied 18 Initiative +6 AC 16; Fortitude 12; Reflex 14; Will 12 Perception +1 Speed 6 TRAITS Combat Advantage The human ruffian deals an extra 1d6 damage on melee and ranged attacks against any target it has combat advantage against. STANDARD ACTIONS m Mace (weapon) * At-Will Attack: Melee 1 (one creature); +7 vs. AC Hit: 1d8 + 5 damage, and the ruffian can shift 1 square.

R Dagger (weapon) * At-Will Attack: Ranged 10 (one creature); +7 vs. AC Hit: 1d4 + 5 damage, and the ruffian can shift 1 square.

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


2012-11-24 21

but first they wanted to have some fun. I am lucky to be alive. If you hadnt passed by and heard my screams, we would have been lost.

The family thanks them for what they have done, but they are poor and can not give them any money in return.

If the players take some of the thugs alive for questioning and succeed on an opposed Intimidate versus Will check they surrender and offer the characters information in exchange for their life. If the PCs accept, they say:

Kalarel is the mastermind! We supply him with goods and food up in the old keep in the mountains. My contact in the town is Bairwin the shopkeeper; he is secretly running a cult of Orcus in the basement of his shop. He sent us out to gather virgin girls or boys for his ritual to the Blood Lord.

Once the thugs have offered their information, they try to cajole the PCs into letting them go, and the PCs would be cruel to kill them. If the PCs insist on bringing them back to town as evidence of the cult activity, they look for every opportunity to escape.

Bairwin Leader of Orcus cult in Winterhaven


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CULT OF ORCUS Encounter Level 3 (700 XP)

SET UP Whether the characters confront Bairwin directly or

attempt to apprehend him on behalf of Lord Padraig, the shopkeeper flees into the backroom at the first sign of danger. Characters following him find a secret door ajar in the shops backroom. The door opens into a narrow stairway that spirals downward into darkness.

Bairwin purposefully leaves the door ajar, hoping to lure the characters after him so he can confront them with his allies. Two skeleton warriors stand vigilantly near the entrance to the underground shrine. Two cultists stand near the altar with Bairwin behind them, ready for the attack.


2 orcus cultists (C) 2 skeleton warriors (W) Bairwin, cult leader (B)

When the characters enter the area, read: Shadows dance in the room, the only light comes from

a few candles lining the walls, burning with flickering, orange flames. The smell of death and decay meets you. Three rows of pews lead up to an altar. A long, black carpet with silver embroideries of skulls, bones and vile pictures of the demon prince of undeath, leads up to the front. Several dark-clad figures stand around the room, poised for action.

You see Bairwin in front of the altar calling out to his Master, We promise our souls to you Lord Orcus, we eat of your flesh and drink of your blood, and through You we will gain life everlasting. We will overwhelm the world in a

tide of undeath, and even the gods will perish at your feet O Lord of Blood. We will show no mercy; as suffering and torment are the fuel that will empower your ascent, O Great Master

TACTICS The creatures occupying this room attempt to engage

the PCs near the entrance where the carpet begins. The skeleton warriors, clad in dark robes, attempt to block the main corridor, forcing any PCs to move through the pews if they want to reach Bairwin.

Bairwin, Cult Leader (B) Level 3 Controller Medium natural humanoid XP 150 HP 47; Bloodied 24 Initiative +2 AC 16; Fortitude 14; Reflex 14; Will 17 Perception +3 Speed 6 Low-Light Vision STANDARD ACTIONS m Quarterstaff (weapon) * At-Will Attack: Melee 1(one creature); +8 vs. AC Hit: 1d6 + 7 damage.

R Nights Veil (necrotic) * At-Will Attack: Ranged 10/20 (one creature); +6 vs. Fortitude Hit: 2d8 + 5 necrotic damage, and the target is blinded (save ends).

C Darkness Unleashed (necrotic) * Encounter Attack: Close burst 2 (creatures in burst); +6 vs. Fortitude Hit: 1d4 + 5 necrotic damage, and the target is pushed 2 square and blinded until the end of Bairwins next turn. Skills Nature +8, Religion +7 Str 13 (+2) Dex 12 (+2) Wis 14 (+3) Con 15 (+3) Int 12 (+2) Cha 18 (+5) Alignment evil Languages Common Equipment leather armor, quarterstaff

The orcus cultists move through the pews when necessary, striking at the PCs flanks and then using shadow shift and a move action to retreat out of reach.

Bairwin remains in the back, blinding the PCs with nights veil so the skeleton warriors can gain combat advantage and attempt to keep them in place with their long swords. Bairwin and his followers are utterly devoted to Orcus and to Kalarels plan, and they gladly fight to the death.

2 Skeleton Warriors (W) Level 3 Soldier Medium natural animate (undead) XP 150 HP 45; Bloodied 23 Initiative +6 AC 18; Fortitude 15; Reflex 16; Will 15 Perception +3 Speed 5 Darkvision Immune disease, poison; Resist 10 necrotic; Vulnerable 5 radiant TRAITS Speed of the Dead When making an opportunity attack, the skeleton warrior gains a +2 bonus to the attack roll and deals an extra 1d6 damage. STANDARD ACTIONS m Longsword (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d8 + 6 damage, and the target is marked until the end of the skeletons next turn. Skills Nature +8, Religion +7 Str 15 (+3) Dex 17 (+4) Wis 14 (+3) Con 13 (+2) Int 3 (-3) Cha 3 (-3) Alignment unaligned Languages Equipment chainmail, longsword, light shield


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2 Orcus Cultists (C) Level 2 Skirmisher Medium natural humanoid, human XP 125 HP 38; Bloodied 19 Initiative +6 AC 16; Fortitude 14; Reflex 15; Will 12 Perception +1 Speed 6 Low-Light Vision TRAITS Combat Advantage The orcus cultist deals an extra 1d6 damage on melee and ranged attacks against any target it has combat advantage against. STANDARD ACTIONS m Short Sword (weapon) * At-Will Attack: Melee 1(one creature); +7 vs. AC Hit: 1d6 + 6 damage.

M Shadows Wrath (necrotic, weapon) * Recharge 5 6 Attack: Melee 1 (one creature); +5 vs. Fortitude Hit: 1d6 + 4 necrotic damage and ongoing 5 necrotic damage (save ends). MINOR ACTIONS Shadow Shift * At-Will Effect: The orcus cultist shifts 1 square as a minor action. Skills Stealth +9 Str 12 (+2) Dex 16 (+4) Wis 10 (+1) Con 14 (+3) Int 12 (+2) Cha 9 (+0) Alignment evil Languages Common Equipment black robe, short sword

FEATURES OF THE AREA Illumination: Dim light; candles burn with orange

flames throughout the room. Although Bairwin and the servants are human, the blessing of Orcus has granted them low-light vision. Unless the PCs provide light, the enemies in this room have concealment against characters without low-light vision.

Carpet: This carpet is patterned with the grotesque display of Orcus, and it is a sacred object of the shrine. The

carpet grants followers of Orcus (Bairwin and his cohorts) a +1 bonus to all defenses. A character can make a DC 21 Arcana check to notice that enemies on the carpet are benefiting from this object. If the object is removed from the shrine, it loses its magical properties.

Pews: These pews are constructed of a dark wood. They are difficult terrain. Also, a character might note with a DC 13 Intelligence check that the pews occupying the room appear capable of accommodating a much larger group than the creatures currently occupying the room. A PC who notes this might realize that the cult has other followers within the towns environs. Although this adventure does not call out any other cult members, you should feel free to include moreperhaps members of the cult seek revenge on the PCs for their actions by attacking them while they sleep in Wraftons.

Secret Door: The southeastern corner of the room consists of brick and mortar, like the rest of the shrine.

However, a PC making a DC 13 Perception check might notice a seam along the wall.

Secret Room: This room contains a set of shelves along the west wall and a small chest that sits along the south side of the room (see Treasure below).

The shelves contain a dozen identical volumes of devotions to Orcus. Many of the books are more mundane, including treatises on history that detail the Blood Lords exploits. Several of the tomes, although not actual ritual books, describe rituals of unbinding. A few books describe the history of the Thunder Peaks, and PCs who take the time to peruse the books might (with a DC 13 Perception check) notice a book that speaks about the Keep on the Shadowfell and the ancient rift it was created to guard (See The Rise and Fall of the Nareth Empire in the Player Handouts section).

These books are part of Kalarels library, which he has already studied thoroughly. He has left them in Bairwins keeping now that his ritual is on the verge of completion.

The shelf does contain one ritual book, which a character making the Perception check noted above can identify. The ritual book contains comprehend languages.

Also, on the top of the shelves is a correspondence between Kalarel and Bairwin. See the Players Handouts for a player copy. It reads as follows:

Your latest shipment of supplies should meet the keeps needs until the ritual is finished, which should be any day now. I will send word if we require anything else. Rest assured that you will be rewarded for your actions on behalf of Orcus once the rift to Shadowfell and his dark kingdom is opened.

Kalarel

Treasure: The chest contains 200 sp and 100 gp.


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SLAVER ENCOUNTER Encounter Level 3 (750 XP)

SETUP A group of hobgoblins belonging to the Bloodreavers in

Thunderspire Mountains are camped a short distance from Shadowfell Keep. They use this outcropping as a place to stay and keep slaves they buy until they are ready to return to the Bloodreavers. This trip, the pickings have been slim, and the slavers have stayed longer than they prefer. They were pleased to buy some captives from kobolds near Winterhaven (which explains the kobolds riches) but are still not satisfied with their take. They are about to break camp to take the few remaining slaves back to the Thunderspire Labyrinth.

Allow the players to place their miniatures on the southeast end of the road on the tactical map.

Run this encounter after the PCs have picked up clues in the Keep that the captured farmers from Winterhaven are not kept at the Keep, but are to be shipped to the Tunderspire Mountains.

This encounter includes the following creatures.

1 hobgoblin subcommander (C)

4 hobgoblin grunts (M)

2 hobgoblin soldiers (S)

1 hobgoblin archer (A)

As the PCs enter the area, read: The overgrown path meanders through the forest,

revealing a stone promontory abutting the road.

PERCEPTION CHECK DC 13: You hear what sounds like soft weeping

through the forest on your right and notice bent branches indicating someone has recently passed that way from here.

DC 21: At the same time, you think youre being watched.

If the PCs do not succeed on the DC 13 Perception check, the hobgoblins attack with surprise when the softest target (generally a wizard or warlock) looks most vulnerable. With success on the DC 13 check but not the 21 check, the slavers attack with surprise only after the PCs get a chance to arrange their formation or when one character steps into the woods. With a Perception check of 21 or greater, the PCs detect the hobgoblin soldiers (S) and

there is no surprise round. Roll initiative when the hobgoblins attack or when the PCs detect the slavers. The woods provide cover but do not hinder movement.

When combat begins, read: Low grunts in a growling tongue escalate to shouts

when your attackers big, brutish goblins are sure theyve been seen.

TACTICS Each hobgoblin stays beside at least one other during

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

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

2 Hobgoblin Soldiers (S) Level 3 Soldier Medium natural humanoid (goblin) XP 150 HP 47; Bloodied 24 Initiative +7 AC 20; Fortitude 18; Reflex 16; Will 16 Perception +3 Speed 5 Low-Light Vision TRAITS Phalanx Soldier The hobgoblin soldier gains a +2 bonus to AC while at least one hobgoblin ally is adjacent to it. STANDARD ACTIONS m Flail (weapon) * At-Will Attack: Melee 1 (one creature); +8 vs. AC Hit: 1d10 + 5 damage, the target is marked and slowed until the end of the hobgoblin soldiers next turn.

M Formation Strike (weapon) * At-Will Requirement: Flail Attack: Melee 1 (one creature); +5 vs. AC Hit: 1d10 + 5 damage, and the hobgoblin soldier shifts 1 square provided it ends in a space adjacent to another hobgoblin. TRIGGERED ACTIONS Hobgoblin Resilience * Encounter Trigger: When the hobgoblin warcaster suffers an effect that a save can end. Effect (Immediate Reaction): The hobgoblin warcaster makes a saving throw against the trigge

H1-H3 Orcus Conversion

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