I2: The Tomb of the Lizard King:
Product Number: 9055
Year Published:  1982

Converted from 1st Edition to 3rd Edition D&D 
by S.H. Jones, sholdenj@julian.uwo.ca

Last Updated: 
•	25 February, 2001: Fixed some more NPC/monster stats, among other things. [Getting more used to 3E.] Cleaned up some formatting problems and added a couple of fancy gizmo/link things. Removed Quicken Spell feat from Sakatha, as sorcerers don’t gain its full benefit anyway  not my idea, so thanks for the tip  you know who you are…
•	24 January, 2001: changed Count John to aristocrat/fighter
•	23 January, 2001: fixed various typos and a couple of errors in monster/NPC stats, including Sakatha himself (lowered from 11th to 10th level sorcerer).

Summary of Conversion: This module has been re-scaled to 3E for four characters of 8th level (as opposed to the orginal 1st Ed. designation, “for seven to nine characters varying in level from 5th to 7th.”  Several NPCs, creatures, and key encounters have been modified in levels or in number of creatures appearing, for example, to accommodate this challenge rating.  As well, treasures have been reduced considerably and broken into somewhat more believable, and, I hope, interesting forms (i.e., goods and unusual objects as opposed to the usual vast piles of loosely scattered coins & gems...).  I have usually only made entries where changes or conversions were necessary: in empty guardrooms, for example, there is no change from the original. There is one new magic item among Mordrin’s possessions, which enables him to actually endanger Count John and Jorlon in his ambush at the start of the adventure (since John, a 15th-level character, gets a lot more hit points in 3E). Other incidental details or explanations do appear throughout  of course, feel free to adjust or dismiss anything that doesn’t work in your campaign.

The PCs begin play in Vendare, capital of the County of Eor and home to the Count:

Vendare (large town): Conventional; AL LG; 2000-gp limit; Assets 350,000 gp; Population 3500; Mixed (human 77%, dwarf 11%, elf 5%, halfling 3%, gnome 2%, half-elf 1%, half-orc 1%).
Authority Figures: His Excellency, John Brunis, Count of Eor, male human Ari10/Ftr5; His Holiness, Jorlon, High Priest of Vendare, male human Clr9 (Pelor).  
Important Characters: Mitchell Owen, male human Com5 (merchant); Blain Andersson, male human Ftr8 (captain of Count’s Guard); Geanna Aldan, female half-elf Ftr2/Wiz4 (lieutenant); Barto Trume, male human Ftr5 (lieutenant); Guthry, Urna, Berreck, and Morgan, male and female Ftr3 (sergeants); Aigna Esthend, female dwarf Ftr4 (sheriff); Gar, Farron, and Lina, male and female humans War3 (deputies); Ori Flintrock, male dwarf Ftr2/Exp3 (smith); Bartley Witherspoon, male human Exp2 (“Green Lantern Inn” ostler).
Others: Count’s guards, War 1-3 (x80); town patrol, War1-2 (x55); Militia, War1-2 (x40); Clergy, Clr 1-5 (Pelor x12, others x3); Rog1-3 (x10); Exp1-4 (x15); Com1-2 (x3285).

The Palace of the Count of Eor:

1. A Private Meeting
His Excellency, John Brunis, Count of Eor, male human aristocrat 10/fighter 5: HD 10d8+20+5d10+30; hp 115; Init +0; Spd 30 ft; AC 13 (+3 ring); Atk: unarmed +15/+10/+5 melee (1d3+3); AL LG; SV Fort +13, Ref +6, Will +12; Str 16, Dex 10, Con 15, Int 11, Wis 15, Chr 13.
Skills: Diplomacy +4, Handle Animal +3, Jump +10, Knowledge (nobility) +3, Listen +4, Ride +15, Sense Motive +8, Spot +4. Feats: Cleave, Exotic Weapon (bastard sword), Great Fortitude, Improved Critical (bastard sword), Mounted Combat, Skill Focus (Sense Motive), Ride-By Attack, Power Attack, Weapon Focus (bastard sword), Weapon Specialization (bastard sword).
Possessions: +3 ring of deflection, +2 charm of resistance, amulet vs thought reading. 
His Holiness, Jorlon, High Priest of Vendare, male human cleric of Pelor 9: HD 9d8; hp 53; Spd 30 ft; AC 15 (+1 Dex, +4 robes); Atk: none; SQ turn undead, spells; AL LG; SV Fort +8, Ref +6, Will +11; Str 9, Dex 12, Con 11, Int 14, Wis 17, Chr 14. 
Skills: Concentration +12, Diplomacy +7, Heal +10, Knowledge (history) +3, Knowledge (religion) +11, Listen +4, Ride +4, Scry +5, Sense Motive +9, Spot +4. Feats: Craft Wand, Extend Spell, Scribe Scroll, Silent Spell, Still Spell. 
Cleric spells (6 / 5+1 / 5+1 / 4+1 / 2+1 / 1+1): 0 – detect magic, guidance (x4), purify food & drink; 1st – command, comprehend languages, protection from evil (x2), sanctuary; 2nd – augury, delay poison, hold person (x2), zone of truth; 3rd – detect evil (x3 prepared with Still Spell and Silent Spell), dispel magic; 4th – neutralize poison (x2); 5th – commune.  Domain spells (Good, Sun): 1st – protection from evil; 2nd – aid; 3rd – magic circle against evil; 4th – fire shield; 5th – dispel evil.
Possessions: golden holy symbol (125 gp), wand of discern lies (43 ch.), +4 robes of deflection, +2 charm of resistance, amulet vs thought reading.

	Jorlon has used his wand to cast discern lies previous to the party’s entrance; he remains silent as Count John draws the PCs out in conversation regarding their past feats and triumphs, and their goals and desires.  They are attempting to discern the group’s motives.  After Jorlon has discerned that they are not lying, he casts a Silenced and Stilled detect evil on the party: a successful Spot check (DC 28) will allow a character to notice him casting a spell.  Characters who are evil will be sent away curtly; those who tell deliberate falsehoods will also be sent away (though may be called back later if the DM wishes, as the count is unable to find other trustworthy groups who are tough enough to accept the challenge).  
	If a non-evil PC tries a Perform or Diplomacy check to recount the group’s exploits or otherwise to impress Count John, have both the count and Jorlon make opposed Will saves (vs Perform) or Sense Motive checks (vs Diplomacy).  If the PC succeeds with respect to both NPCs, she will so impress the count that he selects them immediately; if the PC is also successful with respect to Count John by 5 or more, he quite uncharacteristically is moved to offer them each a knighthood upon completion of his task.  
	Otherwise, he and Jorlon deliberate for 24 hours, and then inform the party by messenger that they have been chosen; they then call a council meeting for the next night (see encounter #2, “The Merchants’ Complaints”).  Note that the PC group will, in the meantime, have to make arrangements for their stay in the area.  If they inquire about such arrangements, they will be informed that the Green Lantern Inn’s hostler, Bartley Witherspoon, runs a respectable and affordable establishment.  Role-playing this additional activity might require some extra work from the DM, of course.  
	Count John will agree, once he has selected the party, to outfit them with up to 1,000 gp of merchandise and/or services (1,500 gp if he was swayed by a PCs skill).  Clerical potions and scrolls, provided by Jorlon and his followers, are available for purchase.  

2. The Merchants’ Complaints (EL 8):
Note 1: The merchants’ rumours and other information in this scene should be given only to players who ask astute questions: try not to use any Gather Information checks here.  Sakatha’s scrying attempts can be noticed by any character with Intelligence 12 or higher who makes a successful Scry check (DC 20). 
Note 2: Mordrin’s attack can be noticed by any character who makes a successful Listen check (DC 14).  Note that he has prepared flame strike with Maximize Spell using his amulet of meta-spell influence (new item: see Appendix 2), and it thus does 54 points of damage (Reflex save (DC 20) for half damage) to Count John, Jorlon, and anyone else in the area of effect; for the sake of the story, have Jorlon make his Reflex save automatically. 

Mordrin, male human cleric of Nerull 9: CR 9; Medium humanoid (5 ft 9 in.); HD 9d8+9; hp 57; Init +7; Spd 30 ft; AC 17 (+3 Dex, +4 chain shirt); Atk: heavy mace +10/+5 melee (1d8+3 [x2]); SQ rebuke undead, spells; AL CE; SV Fort +7, Ref +6, Will +11; Str 12, Dex 17, Con 12, Int 14, Wis 20, Chr 10.
Skills: Bluff +6, Concentration +10, Disguise +6, Hide +10, Knowledge (religion) +7, Listen +6, Scry +10, Sense Motive +6, Spellcraft +11, Spot +8. Feats: Combat Casting, Craft Magic Arms & Armour, Improved Initiative, Quicken Spell, Weapon Focus (heavy mace).
Cleric spells (6 / 6+1 / 5+1 / 4+1 / 3+1 / 2+1): 0 – guidance (x3), resistance (x3); 1st – cause fear, command (x3), protection from good, sanctuary; 2nd – darkness, hold person (x2), spiritual weapon (scythe), undetectable alignment; 3rd – (one spell sacrificed to amulet to Maximize flame strike) dispel magic, magic vestment, meld into stone; 4th – air walk, divine power, freedom of movement; 5th – flame strike (Maximized), sanctuary (Quickened).  Domain spells (Evil, Trickery): 1st – protection from good; 2nd – invisibility; 3rd – non-detection; 4th – unholy blight; 5th – false vision.
Possessions: masterwork chain shirt, +2 Pelor-bane heavy mace (+4 to hit and inflicts +2d6 damage vs. worshipers of Pelor), dust of disappearance (2 uses), amulet of meta-spell influence (new item: see Appendix 2).

3. Aftermath:
	After casting flame strike, Mordrin casts his Quickened sanctuary as a free action in the same round, and then ducks out of the room.  In the next round, he uses his dust of disappearance to facilitate a quick and covert escape, which will begin in his third round.  It is highly unlikely that he will be caught by the party, but should this occur, he will do his best to escape using whatever magic and skills are at his disposal — and if forced to fight he will choose death over capture. 
	After the flame strike hits, Count John runs into the hall to grab a bastard sword and a shield from a wall display (3 rounds total), but Mordrin is gone already by the time he returns; Jorlon takes a round to cover the count’s escape, then casts fire shield on himself and cure critical wounds on the count.  If any PCs were hurt or killed in the attack, Jorlon will raise them, but will first require that the entire group accept geas spells to complete the count’s quest.  

The Journey to Waycombe:
	Again, Sakatha’s scrying, which occurs at midnight each night, can be detected by any character with Intelligence 12 or higher who makes a successful Scry check (DC 20).  

Random Encounters:

1. Wild Boar (1): CR 2; SZ Medium animal; HD 3d8+9; hp 25; Init +0; Spd 40 ft; AC 16 (+6 natural); Atk gore +4 (1d8+3); SA ferocity, low-light vision; SQ scent; AL N; SV Fort +6, Ref +3, Will +2; Str 15, Dex 10, Con 17, Int 2, Wis 13, Cha 4. 
Skills Listen +7, Spot +5.
Ferocity (Ex): Continues to fight without penalty even when disabled or dying.
Scent (Ex): Detects opponents by scent within 30 feet; 60 feet if opponent is upwind, and 15 feet if downwind (double these ranges if odour is strong; triple if overpowering scents).  May track by scent by making a Wisdom check (DC varies).
Hunters (3), male human commoners 1: CR ½; Med humanoid; HD 1d4; hp 3; Init +0; Spd 30 ft.; AC 10; Atk +0 melee (1d6, club); AL N(G); SV Fort +1, Ref +0, Will +0; Str 10, Dex 10, Con 11, Int 10, Wis 10, Cha 10.

2. Giant Worker Ants (14): CR 1; SZ Medium vermin; HD 2d8; hp 9; Init +0; Spd 50 ft, climb 20 ft; AC 17 (+7 natural); Atk bite +4 (1d6); SA improved grab, darkvision 60 ft; SQ vermin; AL N; SV Fort +3, Ref +0, Will +0; Str 10, Dex 10, Con 10, Int –, Wis 11, Cha 9. 
Skills: Climb +8, Listen +5, Spot +5.
Improved Grab (Ex): To use this ability, the giant ant must hit with its bite attack.
Vermin: Immune to mind-influencing effects; all vermin have blindsight. 

3. Refugees (5), male and female human commoners 1: CR ½; SZ Medium humanoid; HD 1d4; hp 2; Init +0; Spd 30 ft.; AC 10; Atk: +0 melee (1d6, staff); AL NG; SV Fort +0, Ref +0, Will +0; Str 10, Dex 10, Con 11, Int 10, Wis 10, Cha 10.

4. Stragglers (4), male human warriors 1: CR 1; Med humanoid; HD 1d8; hp 7; Init +0; Spd 30 ft.; AC 14 (+4 chain); Atk +2 melee (1d8, longsword); AL N(G); SV Fort +2, Ref +0, Will +0; Str 11, Dex 10, Con 11, Int 10, Wis 10, Cha 10. 
Skills: Climb +1, Handle Animal +1, Jump +1, Spot +1. Feats: Toughness, Weapon Focus (longsword).
Possessions: chain shirt, longsword, trail rations.

5. Hill Giants (2): CR 6*; Large giant (11 feet tall); HD 12d8+48; hp 107, 94; Init -1; Spd 40 ft.; AC 20 (-1 size, -1 Dex, +9 natural, +3 hide); Atk: huge greatclub +16/+11 melee (2d6+10), thrown rock +8/+3 ranged (2d6+7, 120 ft); Reach 10 ft; SQ darkvision 60 ft, rock catching; AL LE; SV Fort +12, Ref +3, Will +4; Str 25, Dex 8, Con 19, Int 6, Wis 10, Cha 7. 
Skills: Climb +9, Jump +9, Spot +4. Feats: Cleave, Power Attack, Weapon Focus (greatclub).
* I have altered the challenge rating for hill giants in my game because it seems inappropriately high in the MM – compare their CR of 10 to that of, for example, a young adult black dragon (CR 8).  A 6th-level party should be able to defeat one hill giant using about one-fifth to one-quarter of their resources (as per the 3E method of assigning CR).

6. Ogres (7): CR 3*; Large giant (9 feet tall); HD 4d8+8; hp 33, 30 (x2), 27 (x3), 24 (x2), 22; Init -1; Spd 30 ft.; AC 16 (-1 size, -1 Dex, +5 natural, +3 hide); Atk: huge greatclub +8 melee (2d6+7), longspear +1 ranged (2d6+5, 40 ft); Face 5 ft x 5 ft; Reach 10 ft; SQ darkvision 60 ft; AL CE; SV Fort +6, Ref +0, Will +1; Str 21, Dex 8, Con 15, Int 6, Wis 10, Cha 7. 
Skills: Climb +4, Listen +2, Spot +2. Feats: Weapon Focus (greatclub).
* I have altered the CR for ogres because it seems a little low – a 2nd-level party probably would have to use more than one-quarter of their resources to defeat one.

7. Wolves (13): CR 1; SZ Medium animal; HD 2d8+4; hp 13; Init +2; Spd 50 ft; AC 14 (+2 Dex, +2 natural); Atk bite +3 melee (1d6+1); SA trip, low-light vision; SQ scent; AL N; SV Fort +5, Ref +5, Will +1; Str 13, Dex 15, Con 15, Int 2, Wis 12, Cha 6. 
Skills: Hide +3, Listen +6, Move Silently +4, Spot +4.
Trip (Ex): A wolf that hits with its bite can attempt to trip as a free action (PH 139) without making a touch attack or provoking an attack of opportunity.  If the attempt fails, the wolf is not subject to a trip attack in return.  
Scent (Ex): Detects opponents by scent within 30 feet; 60 feet if opponent is upwind, and 15 feet if downwind (double these ranges if odour is strong; triple if overpowering scents).  May track by scent by making a Wisdom check with a +4 racial Tracking bonus (DC varies).

8. Lizardfolk (12): CR 1; Medium humanoid (aquatic, reptilian); HD 2d8+2; hp 11; Init +0; Spd 30 ft; AC 15 (+5 natural); Atk: 2 claws +2 (1d4+1) and bite +0 melee (1d4), or javelin +1 ranged (1d6+1, 30 ft); SQ hold breath; AL NE; SV Fort +1, Ref +3, Will +0; Str 13, Dex 10, Con 13, Int 9, Wis 10, Chr 10.  
Skills: Balance +4, Jump +7, Swim +9. Feats: Multiattack.
Hold Breath (Ex): Lizardfolk can hold their breath for twice as long as humans (DMG 85).

9. Old Man, male human 2: CR ½; Med humanoid; HD 2d4; hp 5; Init +0; Spd 20 ft. (age); AC 10; Atk +0 melee (1d6-1, staff); AL NG; SV Fort +1, Ref +0, Will +1; Str 9, Dex 10, Con 10, Int 11, Wis 12, Cha 10.

10. Clerics of Pelor (4):
	These traveling clerics will offer their services, for a small donation (½ usual costs of healing magic), to any who appear injured or otherwise in need.  If they learn that the party is on a mission from Count John (and Jorlon), they will offer free healing and any other assistance they can perform.  (Note: Remember, good clerics can always channel other spells into curative ones.)
Achmar, male human cleric 3: CR 3; SZ Med (5’11”); HD 3d8; hp 17; Init +0; Spd 20 ft; AC 17 (+5 chain, +2 large shield); Atk: heavy mace +3 melee (1d8); SA spells; SQ turn undead, spontaneous casting; AL LG; SV Fort +3, Ref +1, Will +4; Str 10, Dex 10, Con 11, Int 10, Wis 13, Chr 12. 
Skills: Concentration +4, Heal +4, Knowledge (religion) +3, Ride +3, Sense Motive +4. Feats: Mounted Combat, Skill Focus (Sense Motive), Weapon Focus (heavy mace).
Cleric spells (4 / 3+1 / 1+1): 0 – guidance (x2), light, purify food & drink; 1st – bless, command, sanctuary; 2nd – silence.  Domain spells (Good, Sun): 1st – protection from evil; 2nd – aid.
Possessions: chainmail, vestments, large shield, heavy mace, scroll (magic circle against evil), 10 gp. 
Achmar’s light warhorse: CR 1; SZ Large animal; HD 3d8+9; hp 23; Init +1; Spd 60 ft; AC 14 (-1 size, +1 Dex, +4 natural); Atk: 2 hooves +4(1d4+3), bite -1(1d3+1); Face 5 ft x 10 ft; Reach 5 ft; SQ scent; AL N; SV Fort +6, Ref +4, Will +2; Str 16, Dex 13, Con 17, Int 2, Wis 13, Chr 6.  
Skills: Listen +7, Spot +7.
Scent (Ex): Detects opponents by scent within 30 feet — 60 feet if opponent is upwind, and 15 feet if downwind (double these ranges if odour is strong; triple if overpowering).  
Merloc, male human cleric 1: CR 1; SZ Medium (5’8”); HD 1d8; hp 4; Init +0; Spd 30 ft; AC 10; Atk: staff +0 melee (1d6); SA spells; SQ turn undead, spontaneous casting; AL LG; SV Fort +2, Ref +0, Will +3; Str 10, Dex 10, Con 11, Int 10, Wis 12, Chr 11. 
Skills: Diplomacy +2, Heal +7, Knowledge (religion) +4, Profession (herbalist) +4. Feats: Skill Focus (Heal), Skill Focus (herbalist).
Cleric spells (3 / 2+1): 0 – detect poison, guidance, light; 1st – detect evil, sanctuary.  Domain spells (Healing, Sun): 1st – endure elements.
Possessions: vestments, staff, 10 sp. 
Alma, female human cleric 1: CR 1; SZ Medium (5’5”); HD 1d8; hp 5; Init +0; Spd 30 ft; AC 10; Atk: staff +0 melee (1d6); SA spells; SQ turn undead, spontaneous casting; AL LG; SV Fort +2, Ref +0, Will +3; Str 10, Dex 10, Con 11, Int 10, Wis 12, Chr 12. 
Skills: Diplomacy +2, Heal +7, Knowledge (religion) +2, Perform +5, Profession (herbalist) +4. Feats: Skill Focus (Heal), Skill Focus (Perform).
Cleric spells (3 / 2+1): 0 – detect poison, guidance, light; 1st – command, sanctuary.  Domain spells (Good, Sun): 1st – protection from evil.
Possessions: vestments, staff, 10 sp. 
Durmil, male human cleric 1: CR 1; SZ Med (5’9”); HD 1d8+1; hp 6; Init +0; Spd 20 ft; AC 17 (+5 chain, +2 large shield); Atk: light mace +0 melee (1d6), or light crossbow +0 ranged (1d8, 80 feet); SA spells; SQ turn undead, spontaneous casting; AL LG; SV Fort +3, Ref +0, Will +3; Str 11, Dex 10, Con 12, Int 10, Wis 12, Chr 10. 
Skills: Concentration +4, Heal +5, Knowledge (religion) +5. Feats: Combat Casting, Extra Turning.
Cleric spells (3 / 2+1): 0 – light, resistance, virtue; 1st – magic weapon, remove fear.  Domain spells (Strength, Sun): 1st – endure elements.
Possessions: chainmail, vestments, large shield, light mace, 10 sp. 

Planned Encounters:

1. The Robin’s Breast Inn:
Pluck of Verbabonc, male human expert 2: CR 1; Med humanoid; HD 2d8; hp 7; Init +0; Spd 30 ft; AC 12 (+2 leather); Atk dagger +1 melee (1d4 [19-20/x2]); AL CN; SV Fort +0, Ref +0, Will +2; Str 10, Dex 11, Con 10, Int 11, Wis 9, Cha 12.
Skills: Bluff +4, Diplomacy +4, Gather Information +3, Innuendo +5, Knowledge (local) +5, Listen +3, Perform +8. Feats: Run, Skill Focus (Perform).
Possessions: leather armour, dagger, lute, traveling outfit, sack with food & clothing, journal with tales & songs,  23 sp, 42 cp.
William Brightboy, male human commoner 2: CR 1; SZ Med humanoid; HD 2d4; hp 4; Init +0; Spd 30 ft; AC 10; Atk club +0 (1d6 [x2]), shortsword +0 (1d6 [19-20/x2]); AL N; SV Fort +0, Ref +0, Will +0; Str 10, Dex 10, Con 10, Int 11, Wis 10, Cha 11.
Feats: Martial Weapon (shortsword).
Possessions: club, shortsword.

2. Ambush at the Great Bridge (EL 10):
DM Note: Sakatha has notified these lizardfolk of the party’s approach (via sending), and they will be hidden under the water among the rushes as the PCs approach: characters must make a Spot check (DC 29) to avoid being caught flat-footed.  
Lizardfolk (20): CR 1; SZ Med humanoid (aquatic, reptilian); HD 2d8+2; hp 11; Init +0; Spd 30 ft; AC 15 (+5 natural); Atk: 2 claws +2 (1d4+1) and bite +0 melee (1d4), or javelin +1 ranged (1d6+1, 30 ft); SQ hold breath; AL NE; SV Fort +1, Ref +3, Will +0; Str 13, Dex 10, Con 13, Int 9, Wis 10, Chr 10.  
Skills: Balance +4, Jump +7, Swim +9. Feats: Multiattack.
Hold Breath (Ex): Lizardfolk can hold their breath for twice as long as humans (see DMG 85).
Leader, male lizardfolk ranger 4: CR 5; SZ Medium humanoid (aquatic, reptilian); HD 2d8+4+4d10+8; hp 43; Init +0; Spd 30 ft; AC 15 (+5 natural); Atk: 2 claws +8 (1d4+2) and bite +5 melee (1d4+1), or javelin +6 ranged (1d6+2); SA favoured enemy; SQ hold breath; AL NE; SV Fort +6, Ref +4, Will +1; Str 15, Dex 11, Con 14, Int 11, Wis 11, Cha 10.
Skills: Animal Empathy +4, Balance +8, Hide +4, Jump +12, Move Silently +4, Swim +14, Wilderness Lore +4. Feats: Multiattack, Track, Weapon Focus (claws), Weapon Focus (javelin).
Hold Breath (Ex): Lizardfolk can hold their breath for twice as long as humans (DMG 85).
Favoured Enemy (Ex): The lizardfolk leader gains +1 on damage rolls and Bluff, Listen, Sense Motive, Spot, and Wilderness Lore checks against humans.

3. The Great Split Oak:
Barto Trume, male human fighter 5: SZ Med (5 ft 11 in.); HD 5d10+5; hp 32; Init +1; Spd 20 ft; AC 17 (+1 Dex, +4 chainmail*, +2 large shield); Atk: longsword +8 (1d8+4); AL N; SV Fort +7, Ref +2, Will +0; Str 15, Dex 12, Con 13, Int 8, Wis 8, Chr 12. Skills: Handle Animal +3, Jump +4, Listen +3, Ride +5, Spot +3. Feats: Alertness, Combat Reflexes, Great Fortitude, Weapon Focus (light crossbow), Weapon Focus (longsword), Weapon Specialization (longsword).
Possessions: chainmail (poor condition, AC +4)*, large shield, longsword. 
	PCs who converse with Trume for at least a few minutes and who wish to attempt a Sense Motive check (DC 27) may determine that something is “not quite right” about him (DMs note: he has been charmed by Sakatha).  

The Village of Waycombe:

Waycombe (hamlet): Conventional; AL NG; 30-gp limit; Assets 135 gp; Population 96 (currently 2)*; Mixed (human 91% (89), dwarf 7% (6), halfling 2% (1)).
Authority Figures: [Burton Hargrave, male human Ari3 (magistrate; fled weeks ago)].  
Important Characters: Busby, male human Com2 (innkeeper); Stephen DeManis, male human Com1/War1 (madman).
Others: [Exp1-2 (x2); Com1-2 (x91)].
Notes: Only Busby the innkeeper and Stephen DeManis remain: all others have either fled or disappeared.

3. The Inn:
Busby, male human commoner 2: CR ½; SZ Medium humanoid; HD 1d4; hp 4; Init +0; Spd 30 ft.; AC 10; Atk dagger -1 melee (1d4-1); AL N; SV Fort +0, Ref +0, Will +1; Str 9, Dex 10, Con 10, Int 11, Wis 10, Cha 10.

4. Stephen DeManis:
Stephen DeManis, male human commoner 1 / warrior 1: CR 1; SZ Medium humanoid; HD 1d4+1d8; hp 7; Init +0; Spd 30 ft; AC 10; Atk dagger +1 melee (1d4, 19-20/x2), sling +1 ranged (1d4, 50 ft); AL CN; SV Fort +2, Ref +0, Will -2; Str 11, Dex 10, Con 11, Int 10, Wis 6, Cha 10. 
Skills: Craft (trap-making) +4, Jump +2, Listen +2, Profession (hunter/trapper) +5, Profession (boater) +2, Spot +2. Feats: Alertness, Skill Focus (trapping).  
Possessions: dagger, sling, 15 gp (hidden in hut).

5. Special Encounter – The Copse at Night (EL 9):
Bandits (2): CR ½; HD 1d8; hp 8; Init +0; Spd 30; AC 13 (+2 leather, +1 small shield); Atk: javelin +1 (d6, 30 ft), halfspear +2 (d6); AL NE; SV Fort +3, Ref +0, Will +0; Str 11, Dex 10, Con 11, Int 10, Wis 10, Chr 10. 
Skills: Hide +1, Listen +1, Spot +1, Search +1. Feats: Toughness, Weapon Focus (halfspear).
Aulicus, (very) young adult black dragon: CR 9*; SZ Large dragon [aquatic, water] (17 feet long); HD 15d12+45; hp 123; Init +4; Spd 60 ft, fly 150 ft (poor), swim 60 ft; AC 23(-1 size, +14 natural); Atk: bite +18 (2d6+4), 2 claws +13 (1d8+2), 2 wing buffets +13 (1d6+2), tail slap +13 (1d8+6); Face 5 ft x 10 ft; Reach 10 ft; SA breath weapon, frightful presence, spells, spell-like abilities; SQ sleep, paralysis, & acid immunity, damage reduction 5/+1, blindsight, keen senses, water breathing; SR 16; AL CE; SV Fort +12, Ref +11, Will +10; Str 18, Dex 10, Con 16, Int 12, Wis 12, Cha 11. 
Skills: Bluff +15, Concentration +18, Knowledge (arcana) +16, Knowledge (history) +16, Listen +16, Spot +16, Search +16, Spellcraft +16. Feats: Cleave (claw or tail only), Flyby Attack, Improved Initiative, Wingover.
Breath Weapon (Su): Aulicus may breath a stream of acid (80 ft x 5 ft x 5 ft) for 10d4 points of damage once every 1d4 rounds as a standard action. Creatures caught in the stream may make a Reflex save (DC 20) for half damage.
Frightful Presence (Ex): Whenever Aulicus attacks, charges, or flies overhead, creatures with 16 HD or fewer who are within 150 feet are subject to his frightening presence.  Those who fail a Will save (DC 17) are panicked (flee for 4d6 rounds) if 4 HD or fewer and shaken (-2 to all rolls for 4d6 rounds) if 5 HD or greater.
Darkness (Sp): 3/day – 50 foot radius.
Blindsight (Ex): 150 foot range.
Keen Senses (Ex): Low-light vision four times that of humans, and darkvision 500 feet.
Sorcerer Spells (6/5): (@ 2nd level where applicable) 0 – dancing lights, detect magic, mage hand, open/close, read magic; 1st – charm person, mage armour.
* Note: I have increased the CR for dragons because I feel that the MM has them too low – probably a CR 10 or 11 is more appropriate for a typical young adult black dragon.  But in any case, I have reduced Aulicus’ stats somewhat (he is a very young adult, somewhere between juvenile and young adult).  Otherwise, as my play-testing demonstrated, he was simply too powerful (and perhaps still is) given his ability to endlessly strafe enemies from the air with his breath weapon.  

Key to the Great Southern Swamp 

Random Encounters (check 6 times/day: morning, noon, evening, night, midnight, pre-dawn):

DM Note: Movement through the swamp is difficult and noisy: all non-aquatic creatures suffer a -4 to Move Silently checks.  Huge or larger creatures suffer no other penalties, but smaller creatures do, as follows: Large-sized creatures suffer a circumstance penalty of -2 to Balance, Jump, and Tumble checks; Medium-sized creatures suffer a speed reduction of 1/3, a -2 circumstance penalty to attack rolls and to Hide, Listen, and Pick Pocket checks, and a -4 to all Balance, Escape Artist, Jump, and Tumble checks; and Small-sized and smaller creatures suffer a speed reduction of ½, a -4 circumstance penalty to attack rolls and to Listen checks, and a -8 circumstance penalty to Balance, Escape Artist, Hide, Jump, Pick Pocket, and Tumble checks.

Note: I have made a few minor changes here: (a) I made encounter #1 (Giant Frogs) into “Gigantic Frogs” at least partly as an exercise in using the creature size advancement rules in the new MM (using “toad” stats, slightly modified, as my starting point); (b) I substituted Lizardfolk for Giant Toad as encounter #4 (in the module, the stats for the Giant Toad are missing anyway, and I though it strange that there is no Lizardfolk encounter in the swamp); (c) I made #5, the Giant Lizards, into Gigantic Lizards; and (d) I made encounter #8 (Ghouls) into Lizardfolk Ghouls, just for fun.  

1. Gigantic Frogs (5): CR 3; SZ Large animal [aquatic] (8 ft long); HD 8d8+16; hp 54, 50, 47, 44, 39; Init +0; Spd 20 ft, swim 30 ft; AC 12 (-1 size, -1 Dex, +4 natural); Atk: bite +5 (1d6+4), or tongue +3 (range 15 ft); Face 5 ft x 10 ft; Reach 5 ft; SA jump, improved grab, swallow whole; SQ hold breath, tremorsense; AL N; SV Fort +8, Ref +5, Will +4; Str 19, Dex 8, Con 15, Int 1, Wis 14, Chr 4. 
Skills: Escape Artist +4, Hide +8*, Listen +5, Spot +5.
Jump (Ex): Gigantic Frogs can jump up to 60 feet forward or 20 feet upward every second round as a move-equivalent action.  They cannot jump backwards or sideways.  If the frog attacks in the same round that it jumps, consider the bite to be a charge attack. 
Improved grab (Ex): A gigantic frog may make touch attacks with its tongue to grab and draw in opponents of up to 250 lbs.  A Small-sized or smaller creature hit by this attack is drawn to the frog’s mouth and subjected to a bite attack in the same round: if this bite hits, the creature is swallowed whole.  If the tongue attack hits a Medium-sized creature, that creature will be drawn in to be attacked normally in the subsequent round, and may make melee attacks upon the tongue in the interim. 
Swallow whole (Ex): If a creature is swallowed whole (see Improved Grab, above), it suffers 1d4 points of acid damage each round and will begin to suffocate, as well (see DMG 88).  Creatures so swallowed may attack with Tiny slashing or piercing weapons if they are in hand, but must roll a natural 18 or better to hit and must do 10 points of damage to cut their way out.  Others attacking the frog will also damage the swallowed victim for a like amount of damage 33% of the time.  
Hold breath (Ex): Frogs can hold their breath for four times as long as humans (see DMG 85). 
Tremorsense (Ex): Frogs can automatically sense the location of anything within 60 feet in the water. 

2. Hobgoblins (14): CR ½; SZ Medium humanoid (6 ft tall); HD 1d8+1; hp 6; Init +1; Spd 30 ft; AC 15 (+1 Dex, +3 studded leather, +1 small shield); Atk: halfspear/longsword +0 melee (1d8), composite shortbow +1 ranged (1d6, 70 ft); SQ darkvision 60 ft; AL LE; SV Fort +3, Ref +1, Will +0; Str 11, Dex 13, Con 13, Int 10, Wis 10, Chr 10.
Skills: Hide +1, Listen +4, Move Silently +4, Spot +4. Feats: Alertness.
Hobgoblin sergeants (2), War2: CR 1; SZ Med humanoid (6 ft tall); HD 2d8+2; hp 13; Init +1; Spd 30 ft; AC 15 (+1 Dex, +3 studded leather, +1 small shield); Atk: longsword +2 melee (1d8), composite shortbow +3 ranged (1d6, 70 ft); SQ darkvision 60 ft; AL LE; SV Fort +4, Ref +1, Will +0; Str 11, Dex 13, Con 13, Int 10, Wis 10, Chr 10.
Skills: Hide +2, Listen +5, Move Silently +5, Spot +5. Feats: Alertness.
Hobgoblin Leader, War3: CR 1; SZ Med humanoid (6 ft tall); HD 3d8+6; hp 24; Init +1; Spd 30 ft; AC 15 (+1 Dex, +3 studded leather, +1 small shield); Atk: longsword +4 melee (1d8+1), composite shortbow +5 ranged (1d6, 70 ft); SQ darkvision 60 ft; AL LE; SV Fort +4, Ref +1, Will +0; Str 12, Dex 13, Con 14, Int 10, Wis 10, Chr 10.
Skills: Hide +3, Listen +6, Move Silently +6, Spot +6. Feats: Alertness, Weapon Focus (composite shortbow). 
These creatures have entered the swamp in five canoe-like vessels on a hunting trip: the PCs might just be suitable quarry.

3. Giant Constrictor Snake: CR 5; SZ Huge animal (25 ft long); HD 11d8+11; hp 64; Init +3; Spd 20 ft, climb 20 ft, swim 20 ft; AC 15 (-2 size, +3 Dex, +4 natural); Atk: bite +13 (1d8+10); Face 15 ft x 15 ft (coiled); Reach 10 ft; SA improved grab, constrict 1d8+10; SQ scent; AL N; SV Fort +8, Ref +10, Will +4; Str 25, Dex 17, Con 13, Int 1, Wis 12, Chr 2. 
Skills: Balance +11, Climb +18, Escape Artist +11, Hide +3, Listen +9, Spot +9.
Improved grab (Ex): The snake must hit with its bite to use this ability; if it grabs, it may constrict. 
Constrict (Ex): A giant constrictor deals 1d8+10 points of damage per round with a successful grapple check against Large-sized or smaller creatures.

4. Lizardfolk (14): see description above (at “Ambush at the Great Bridge”).

5. Gigantic Lizard: CR 4; SZ Large animal (aquatic); HD 7d8+35; hp 68; Init +2; Spd 30 ft, climb 15 ft, swim 30 ft; AC 18 (+2 Dex, +6 natural); Atk: bite +10 (2d6+7); Face 5 ft x 10 ft; Reach 10 ft; SA improved grab; SQ scent; AL N; SV Fort +9, Ref +5, Will +2; Str 26, Dex 13, Con 21, Int 2, Wis 12, Chr 2. 
Skills: Climb +9, Hide +7*, Listen +4, Move Silently +6, Spot +4. Feats: Sunder.
Improved grab (Ex): An opponent who is bitten is held and will take bite damage each round thereafter.  The lizard will release its bite only if reduced to 10 hp or less (at which time it will attempt to flee). 
Scent (Ex): Detects opponents by scent within 30 feet; 60 feet if opponent is upwind, and 15 feet if downwind (double these ranges if odour is strong; triple if overpowering scents).  
Note: Lizards get a +4 circumstance bonus to Hide in forested, overgrown, or swampy areas. 

6. Catoblepas: CR 5; SZ Large magical beast; HD 6d10+30; hp 68; Init +2; Spd 20 ft; AC 14 (-1 size, -1 Dex, +6 natural); Atk: tail +12 (1d8+7 and stun); Face 5 ft x 10 ft; Reach 10 ft; SA stunning blows, death gaze; AL N; SV Fort +10, Ref +3, Will +7; Str 20, Dex 8, Con 21, Int 6, Wis 14, Chr 6. 
Skills: Listen +12, Move Silently +5, Spot +4. Feats: Lighting Reflexes, Weapon Focus (tail).
Stunning blows (Ex): Those struck by the Catoblepas’s mace-like tail must make a Fortitude save (DC 17) or be stunned for 1d3 rounds. 
Death gaze (Su): In order to use this terrifying attack, the Catoblepas must first make a Reflex save (DC 20) in order to lift its head high enough; if surprised, it gets a +2 circumstance bonus to this check.  The death gaze otherwise operates exactly like the spell power word, kill with a range of 60 feet. 
Note: Catoblepas’s get a +4 racial bonus to Listen checks, but suffer a -4 penalty to Spot checks. 

7. Trolls (3): CR 5; SZ Large giant; HD 6d8+36; hp 68, 63, 59; Init +2; Spd 30 ft; AC 18 (-1 size, +2 Dex, +7 natural); Atk: 2 claws +9 (1d6+6), bite +4 (1d6+3); Face 5 ft x 5 ft; Reach 10 ft; SA rend 2d6+9; SQ regeneration 5, scent, darkvision 90 ft; AL CE; SV Fort +11, Ref +4, Will +3; Str 23, Dex 14, Con 23, Int 6, Wis 9, Chr 6. 
Skills: Listen +5, Spot +5. Feats: Alertness, Iron Will.
Rend (Ex): If both claw attacks hit an opponent, the troll latches on and rends the flesh for 2d6+9 additional points of damage. 
Regeneration (Ex): All damage dealt to trolls, excepting that from fire or acid, is considered subdual damage.  If a troll loses a limb or body part, the lost portion regrows in 3d6 minutes, or can be reattached by being held to the stump.  
Scent (Ex): Detects opponents by scent within 30 feet; 60 feet if opponent is upwind, and 15 feet if downwind (double these ranges if odour is strong; triple if overpowering). May track by scent using a Wisdom check with a +4 racial Tracking bonus.

8. Lizardfolk Ghouls (9): CR 3; SZ Med undead (aquatic, reptilian); HD 3d12; hp 22; Init +2; Spd 30 ft; AC 18 (+1 Dex, +7 natural); Atk: 2 claws +1 (1d4+2 and paralysis), bite +4 (1d6+1 and paralysis); SA paralysis, create spawn; SQ darkvision 60 ft, undead, +2 turn resistance; AL CE; SV Fort +0, Ref +2, Will +5; Str 14, Dex 13, Con –, Int 13, Wis 14, Chr 16.  
Skills: Balance +5, Escape Artist +6, Hide +6, Intuit Direction +3, Jump +9, Listen +7, Move Silently +6, Search +6, Spot +7, Swim +9. Feats: Multiattack, Toughness, Weapon Focus (bite). 
Paralysis (Su): Those struck by ghouls must make a Fortitude save (DC 14) or be paralyzed for d6+4 minutes. Elves are immune to ghoul paralysis.
Create spawn (Su): Humanoids killed and left undevoured by ghouls become ghouls under the command of their creator in 1d4 days.  Protection from evil cast on the body during this period will prevent the spawn effect.  
Undead: Immune to mind-influencing spells, poison, sleep, paralysis, stunning, disease, and any effect requiring a Fort save.  Not subject to critical hits, subdual damage, ability damage, energy drain, or death from massive damage.

The Ancient Temple

1. The Outer Sanctum:
	If Stephen DeManis accompanies the party, his shouting will alert the bandits to the group’s presence.  Otherwise, roll both the brigands’ and the PCs’ Listen and Spot checks normally (but note that penalties for some skills are penalized in the swamp, as noted above under “Random Encounters”  the brigands are unaffected, as they are on solid ground).  A Spot check (DC 10) is required to find the submerged Eorian soldier on the steps to the Temple.  The brigands are not being particularly noisy, so PCs’ Listen checks will have to beat DC 16; further, the brigands have a +4 circumstance bonus to Hide (behind the seashell wall) and have effectively “taken 20” on their Hide checks, so any opposing Spot checks will have to beat DC 25. 
	Have Aulicus make a Listen check each round that there is noise outside (i.e., in the Inner or Outer Sanctums) loud enough for him to hear inside his lair.  Although he is some distance away and behind a stone wall, his hearing is pretty impressive – and, also, he is expecting the party, due to Sakatha’s scrying.  If he appears, the brigands scatter, as much from Dragonfear as from the threat of his breath weapon, to which they are all accustomed.  The dragon is smart enough to have worked out basic tactics that will counter any unusual or particularly effective attacks he might have seen when he met the PCs at Waycombe; further, he will focus his attacks on characters who did considerable damage to him at that first meeting.

Brigands (10): CR ½; SZ Medium humanoid; HD 1d8; hp 7; Init +0; Spd 30; AC 13 (+3 studded leather); Atk: light crossbow +2 ranged (1d8, 19-20/x2, 80 ft), dagger +1 melee (1d4); AL NE; SV Fort +3, Ref +0, Will +0; Str 11, Dex 10, Con 11, Int 10, Wis 10, Chr 10. 
Skills: Hide +1, Listen +1, Spot +1, Search +1. Feats: Toughness, Weapon Focus (light crossbow).  
Aulicus, young adult black dragon: Aulicus.

2. The Inner Sanctum: 
	Anyone examining the demonic bas-relief (or an elf or half-elf passing by it) should make a Search check versus DC 20 to find the secret door; a character who states that she is looking specifically for a secret door at that location gets a +2 insight bonus to her check.  The door can be opened by placing a gemstone in the mouth, or with a knock spell or a successful Disable Device check (DC 24).  
	The water weirds will form either upon Aulicus’ appearance or after the PCs have been in the Inner Sanctum for 5 minutes (not 5 rounds).  They can be noticed (and thus avoided) in the round during their formation with a successful Spot check (DC 15).  

Water Weirds (3): CR 3; SZ Large elemental (evil, water) [10+ ft long]; HD 3d8+12; hp 26, 23, 17; Init +2; Spd swim 30 ft; AC 16 (-1 size, +2 Dex, +5 natural); Atk: touch +5 (grapple); Face 5 ft x 5 ft; Reach 10 ft; SA improved grab, drench; SQ blindsight 30 ft, damage reduction 5/+1, elemental; AL N; SV Fort +7, Ref +3, Will +2; Str 19, Dex 15, Con 18, Int 11, Wis 12, Chr 11. 
Skills: Hide +16, Listen +8. 
Improved grab (Ex): Any creature of Medium size or less is subject to the water weird’s grappling attack; if its touch attack hits (ignoring armour, shield, and natural armour modifiers), it has grappled its opponent.  The target must then make a Reflex save (DC 17) to avoid being dragged into the body of water from which the weird has risen.  Creatures who fail this save are pulled under-water and will begin to drown (see DMG 85); a successful grappling check or an Escape Artist check (DC 17) is required to break free from the water weird’s hold.  
Drench (Ex): The water weird’s touch puts out torches, candles, exposed lanterns, and other open flames of non-magical origin.  It can dispel magical fire it touches as dispel magic cast by a sorcerer of 3rd level.  
Elemental: Elementals are immune to poison, sleep, paralysis, and stunning, and are not subject to critical hits or flanking.  

Treasure: 
Pool #1: A slender skeleton (formerly an elven wizardess) in once-beautiful blue-green robes lies at the bottom of this pool.  On it can be found a broken wand (legacy of the struggle against the water weird), a platinum headband with 3 rubies (2500 gp), an exquisite jade pin (500 gp), a platinum bracelet (350 gp), and a gold necklace (90 gp).
Pool #2: Several skeletal remains lie at the bottom of this pool, though there is little of value among them.  A successful Search (DC 14) will uncover a pouch holding 25 pp. 
Pool #3: The remains of an elven warrior lie in this watery tomb.  On it can be found the remnants of a formerly exceptional suit of full plate armour (once masterwork quality, but now pitted and useless) and a gold pin with an inset garnet (400 gp).  A successful Search check (DC 15) will also enable a character to notice an intact glass bottle among the rough stone of the pool’s bottom — it is a potion of polymorph self which the hapless elf was trying to drink when darkness overtook him. 

3. The Lair of Aulicus:
	If Aulicus was not drawn out by the sounds of combat in either the Outer or Inner Sanctums, then he will be found here, lying on his mound of glittering treasure (in area 3A).  Aulicus is a wily creature, son of the great wyrm Acurlocon the Black, who befriended Sakatha when the young Lizard King was still living.  Now Aulicus works with Sakatha, and is very respectful of the ruler’s immense power and, admittedly, he likes Sakatha’s iron-fisted way of doing things.  Nonetheless, if Aulicus is made to fear for his life, he will cut strings and try to fly for greener – or blacker – pastures.  
Go to Aulicus.

Treasure: 
Note that it would take the PCs many hours to sort through the disarrayed piles of armour, weapons, and other items, most of it worthless.  For each 1d6 minutes a character takes, he or she can make a Search check (DC 15) to find one item from below:

1.	a large white masterwork steel shield with a red griffon on it; 
2.	a small unlocked chest holding 90 gp, 177 sp, and 356 cp; 
3.	a masterwork longsword (315 gp) hidden under a fine black cloak (man-sized, 50 gp); 
4.	a potion of resist elements (fire);
5.	a gold-filigreed +3 mighty composite longbow (450 gp); 
6.	a small mouse-skin pouch holding a white pearl (150 gp) and 2 peridots (30 gp each);
7.	a jewelled masterwork dwarven urgrosh (950 gp); 
8.	a platinum scroll tube (140 gp) containing a scroll of undead ward;
9.	a +4 greatsword, defender; 
10.	a locked chest (hardness 5, hp 15; Break DC 20; Open Locks DC 25) holding approximately 6000 ancient clay coins (worth in total about 100 gp to an interested collector of antiquities); 
11.	a bejewelled and crested mithral helm (275 gp); 
12.	a +1 heavy flail; 
13.	a large, deep, silver platter (20 gp) holding several pieces of cheap jewellery (50 gp total); 
14.	a dwarf-sized breastplate in good repair; 
15.	a silver goblet (10 gp) holding 37 gp and a chrysoberyl (25 gp); 
16.	an old helm holding 128 gp; 
17.	a darkwood box (10 gp) holding a potion of dominate monster (affects dragons only; Heightened to 8th level); 
18.	a suit of +1 half-plate (man-sized); 
19.	a large unlocked chest holding 612 sp and a pouch with 6 blue crystals (20 gp each); 
20.	an elegant silver pitcher (worth 45 gp; a successful Search check (DC 20) will detect a small 100 gp ruby lodged in the spout);
21.	a beautiful old tapestry with spun-in cloth-of-gold (150 gp; 30 lbs); 
22.	a gray leather satchel encrusted with tiny green stones (110 gp total), holding 290 sp, a set of masterwork thief’s tools, and a climbing kit; 
23.	a small, coppered glass mirror that allows its user to cast change self (1/week at 5th level; 670 gp); 
24.	a large amethyst (750 gp).

Key to Dungeon Level One: The Brigands’ Lair

DMs Note: Sakatha’s servants on this level are all aware of the party’s presence (though not necessarily of their location) due to the Lizard King’s scrying: all sentient inhabitants of this level gain a +2 circumstance bonus to Spot and Listen checks when first encountering the PCs.  Sakatha will cease scrying on the party at this point, as he assumes that Aulicus and his other minions will dispatch them easily.  Very close track must be kept of the party’s time spent in venturing through Sakatha’s lair, however; if they want to surprise him, they must make it to his personal chambers in under 8 hours.  After this time, his curiosity will get the better of him, and he will seek out the party by scrying and using servants.  Once this happens, he will, of course, be alarmed at their tenacity and may set up a nasty surprise for them.  

Random Encounters:
DM Note: I have removed a few of the encounters from the original table, as some of them (jackalweres and bugbears in particular) are inappropriate to the setting.  I have added ghouls and ghasts in their stead.  Again, where possible, I have made some changes to match challenge ratings to PC levels.

Roll 1d10 every hour, or every 30 minutes if the group is or has been making noise during the last half-hour: a 1 or 2 results in an encounter.  If an encounter occurs, roll 1d8 and consult below:

1. Lizardfolk, male War3 (7): CR 2; Medium (aquatic, reptilian); HD 2d8+4+3d8+6; hp 38, 34, 31, 26, 23; Init +0; Spd 30 ft; AC 17 (+2 large shield, +5 natural); Atk: halfspear +5 melee (1d6+2), or javelin +5 ranged (1d6+2, 30 ft); SQ hold breath; AL NE; SV Fort +4, Ref +4, Will +1; Str 14, Dex 10, Con 14, Int 9, Wis 10, Chr 10.  
Skills: Balance +7, Hide +5, Jump +9, Listen +3, Spot +3, Swim +12, Wilderness Lore +5. Feats: Multiattack, Track.
Hold Breath (Ex): Lizardfolk can hold their breath for twice as long as humans (see DMG 85).

2. Brigands (10): CR ½; SZ Medium humanoid; HD 1d8; hp 8; Init +0; Spd 30 ft; AC 13 (+2 leather, +1 small shield); Atk: halfspear or shortsword +2 melee (1d6), javelin +1 ranged (1d6, 30 ft); AL NE ; SV Fort +3, Ref +0, Will +0; Str 11, Dex 10, Con 11, Int 10, Wis 10, Chr 10. 
Skills: Hide +1, Listen +1, Spot +1, Search +1. Feats: Toughness, Weapon Focus (spear or sword).

3. Clerics of the Dark Lizard Cult (5): 
Avril, male human cleric 6: CR 6; SZ Med (6'1"); HD 6d8+18; hp 42; Init +1; Spd 20 ft; AC 19 (+1 Dex, +8 full plate); Atk: warhammer +8 melee (d8+3); SA spells; SQ rebuke undead, spontaneous casting; AL CE; SV Fort +7, Ref +5, Will +9; Str 13, Dex 13, Con 16, Int 9, Wis 17, Chr 13. 
Skills: Bluff +6, Concentration +12, Intimidate +6, Knowledge (religion) +8, Listen +3, Sense Motive +6, Spellcraft +8, Spot +4. Feats: Alertness, Martial Weapon (hammer), Lightning Reflexes, Weapon Focus (hammer).
Cleric Spells (5 / 4+1 / 4+1 / 3+1): 0 – detect poison, guidance, light, purify food & drink, resistance; 1st – command (x2), cure light wounds (x2); 2nd – delay poison, silence, spiritual trident, undetectable alignment; 3rd – blindness, create food & water, cure serious wounds; Domain spells (Death, Evil): 1st – cause fear; 2nd – desecrate; 3rd – magic circle against good.
Possessions: full plate, black & silver vestments, silver unholy symbol, +2 warhammer, major ring of fire resistance, scroll - protection from magic, 23 gp, 60 sp.
Balthor, male human cleric 5: CR 5; SZ Med (5'8"); HD 5d8; hp 25; Init +1; Spd 20 ft; AC 19 (+8 half-plate, +1 shield); Atk: longsword +7 melee (1d8+3), light crossbow +5 ranged (1d8, 80 ft); SA spells; SQ rebuke undead, spontaneous casting; AL CE ; SV Fort +4, Ref +2, Will +7; Str 15, Dex 13, Con 11, Int 9, Wis 17, Chr 9.  
Skills: Bluff +2, Concentration +8, Knowledge (religion) +5, Listen +2, Spellcraft +4, Spot +3, Weaponsmith +7. Feats: Combat Casting, Craft Magic Arms & Armour, Martial Weapon (longsword).
Cleric Spells (5 / 4+1 / 3+1 / 2+1): 0 – guidance (x2), light, resistance (x2); 1st – bless, command, cure light wounds, magic weapon; 2nd – aid, bull’s strength, summon monster II; 3rd – cure serious wounds, dispel magic; Domain spells (Death, Evil): 1st – cause fear; 2nd – death knell; 3rd – animate dead.
Possessions: +1 half-plate, small shield, unholy symbol, +1 longsword, light crossbow, 20 bolts, black & silver vestments, ring of warmth, dry rations (2 days), 30 gp, 12 sp.
Cruth, male half-orc cleric 5: CR 5; SZ Med (5'10"); HD 5d8+5; hp 26; Init -1; Spd 20 ft; AC 14 (-1 Dex, +5 chainmail); Atk: light mace +8 melee (1d6+4); SA spells; SQ rebuke undead, spontaneous casting, darkvision 60 ft, half-orc traits; AL CE ; SV Fort +5, Ref +0, Will +7; Str 14, Dex 8, Con 13, Int 12, Wis 16, Chr 11. 
Skills: Bluff +8, Concentration +9, Knowledge (religion) +9, Spellcraft +6, Spot +3. Feats: Extra Turning, Weapon Focus (mace).
Cleric Spells (5 / 4+1 / 4+1 / 2+1): 0 – detect magic, guidance (x2), purify food & drink (x2); 1st – bane, bless, command (x2); 2nd – augury, cure moderate wounds, delay poison, spiritual trident; 3rd – cure serious wounds, dispel magic; Domain spells (Death, Evil): 1st – protection from good; 2nd – death knell; 3rd – animate dead.
Possessions: chainmail, +2 light mace, black & silver vestments, unholy symbol, 21 gp, 17 sp, 9 cp.
Effrin, male human cleric 4: CR 4; SZ Med (5'7"); HD 4d8+4; hp 26; Init +0; Spd 20 ft; AC 14 (+4 chain shirt); Atk: staff +7* melee (1d6 (+2d6 vs good*)); SA spells; SQ rebuke undead, spontaneous casting; AL CE ; SV Fort +5, Ref +1, Will +5; Str 11, Dex 10, Con 12, Int 11, Wis 12, Chr 13. 
Skills: Concentration +5, Knowledge (religion) +5, Listen +2, Spellcraft +3, Spot +1. Feats: Extra Turning (x2), Toughness.  
Cleric Spells (5 / 4+1 / 3+1): 0 – cure minor wounds (x2), detect magic, guidance, resistance; 1st – cure light wounds, detect good, detect undead, shield of faith; 2nd – cure moderate wounds, hold person; Domain spells (Death, Evil): 1st – protection from good; 2nd – death knell.  
Possessions: chain shirt, black vestments, unholy symbol, +2 unholy staff*, gold ring (15 gp), 8 gp.
Foral, male human cleric 3: CR 3; SZ Med (5'11"); HD 3d8; hp 16; Init +0; Spd 20 ft; AC 14 (+4 chain); Atk: light mace +3 melee (1d6); SA spells; SQ rebuke undead, spontaneous casting; AL CE ; SV Fort +3, Ref +1, Will +4; Str 11, Dex 11, Con 10, Int 10, Wis 12, Chr 12. 
Skills: Concentration +4, Knowledge (religion) +5, Listen +1, Spellcraft +2, Spot +1. Feats: Toughness, Weapon Focus (mace).
Cleric Spells (4 / 3+1 / 1+1): 0 – create water, cure minor wounds, guidance, resistance; 1st – cure light wounds, detect good, magic weapon; 2nd – hold person; Domain spells (Death, Evil): 1st – cause fear; 2nd – death knell.  
Possessions: chain shirt, ash vestments, unholy symbol, light mace, 19 gp, 11 sp, 30 cp.  

4. Trolls (3). 

5. Ghasts (6): CR 4; SZ Medium undead; HD 4d12; hp 26; Init +2; Spd 30; AC 16 (+2 Dex, +4 natural); Atk: 2 claws +1 (1d4 and paralysis) and bite +4 melee (1d8+1 and paralysis); SA stench, paralysis, create spawn; SQ darkvision 60 ft, undead; AL CE ; SV Fort +1, Ref +3, Will +6; Str 13, Dex 15, Con –, Int 13, Wis 14, Chr 16. 
Skills: Climb +6, Escape Artist +8, Hide +8, Intuit Direction +4, Jump +6, Listen +8, Move Silently +7, Search +6, Spot +8. Feats: Multiattack, Weapon Finesse (bite). 
Stench (Ex): All within 10 feet must make a Fortitude save (DC 15) or suffer a -2 morale penalty to all attacks, saves, and skill checks for d6+4 minutes.
Paralysis (Su): Those struck must make a Fort save (DC 15) or be paralyzed for d6+4 minutes. 
Create spawn (Su): Humanoids killed and left undevoured by ghasts become ghasts under the command of their creator in 1d4 days.  Protection from evil cast on the body during this period will prevent the spawn effect.  
Undead: Immune to mind-influencing spells, poison, sleep, paralysis, stunning, disease, and any effect requiring a Fort save.  Not subject to critical hits, subdual damage, ability damage, energy drain, or death from massive damage.

6. Ghasts (4) [see description above] and Ghouls (5): CR 3; SZ Medium undead; HD 2d12; hp 14; Init +2; Spd 30; AC 14 (+2 Dex, +2 natural); Atk: 2 claws +0 (1d3 and paralysis) and bite +3 melee (1d6+1 and paralysis); SA paralysis, create spawn; SQ darkvision 60 ft, undead; AL CE ; SV Fort +0, Ref +2, Will +5; Str 13, Dex 15, Con –, Int 13, Wis 14, Chr 16. 
Skills: Climb +6, Escape Artist +7, Hide +7, Intuit Direction +3, Jump +6, Listen +7, Move Silently +7, Search +6, Spot +7. Feats: Multiattack, Weapon Finesse (bite). 
Paralysis (Su): As ghasts, above, except the Fortitude DC is 14. Elves are immune to ghoul (but not ghast) paralysis.
Create spawn (Su): Humanoids killed and left undevoured by ghouls become ghouls under the command of their creator in 1d4 days.  Protection from evil cast on the body during this period will prevent the spawn effect.  
Undead: Immune to mind-influencing spells, poison, sleep, paralysis, stunning, disease, and any effect requiring a Fort save.  Not subject to critical hits, subdual damage, ability damage, energy drain, or death from massive damage.

7. Wights (4): CR 3; SZ Medium undead; HD 4d12; hp 26; Init +1; Spd 30 ft; AC 15 (+1 Dex, +4 natural); Atk: slam +3 melee (1d4+1 and energy drain); SA energy drain, create spawn; SQ undead; AL LE ; SV Fort +1, Ref +2, Will +5; Str 12, Dex 12, Con –, Int 11, Wis 13, Chr 15. 
Skills: Climb +5, Hide +8, Listen +8, Move Silently +16, Search +7, Spot +8. Feats: Blind-Fight.
Energy Drain (Su): Hit with wight’s bash inflicts one negative level (later, Fort save DC 14).
Create spawn (Su): Humanoids killed by wights become wights under the command of their creator in 1d4 days **(as opposed to the 1d4 rounds listed in the MM).**
Undead: Immune to mind-influencing spells, poison, sleep, paralysis, stunning, disease, and any effect requiring a Fort save.  Not subject to critical hits, subdual damage, ability damage, energy drain, or death from massive damage.

 8. Demon, Vrock (“Gr’fasch”): CR 9*; SZ Large outsider (chaotic, evil) [8 ft tall]; HD 8d8+24; hp 60; Init +2; Spd 30, fly 50 (average); AC 25 (-1 size, +2 Dex, +14 natural); Atk: 2 claws +11 (1d8+4), bite +9 (1d6+2), 2 rakes +9 (1d4+2); SA spell-like abilities, spores, screech; SQ demon qualities, summon tanar’ri, damage reduction 20/+2, SR 22; AL CE; SV Fort +9, Ref +8, Will +8; Str 19, Dex 15, Con 17, Int 14, Wis 14, Chr 12. 
Skills: Concentration +14, Hide +9, Knowledge (planes) +12, Listen +13, Move Silently +13, Search +13, Sense Motive +13, Spellcraft +12, Spot +12. Feats: Cleave, Multiattack, Power Attack.
Spell-like abilities: At will – darkness, desecrate, detect good, detect magic, mass charm, mirror image, telekinesis, teleport without error (self plus 50 pounds).  These are all cast at 12th level of ability.
Spores (Ex): Every 3 rounds, a vrock can release a cloud of spores from its body; this deals 1d8 points of damage to all creatures within 5 feet of the vrock.  These spores then penetrate the skin and swell, doing 1d2 points of damage per round to affected creatures for 10 rounds.  At the end of this time, the victim is covered with a tangle of tiny growths.  A delay poison stops the spores’ growth for its duration, while bless, neutralize poison, remove disease, and sprinkling the victim with holy water all kill the spores.
Screech (Su): 1/hour – a free action, the vrock’s piercing shriek causes all within 30 feet to succeed at a Fortitude save (DC 17) or be stunned for one round.
Demon qualities: Tanar’ri are immune to poison and electricity, and have cold, fire, and acid resistance 20.  They can communicate telepathically to 100 feet with any creature that has a language.  
Summon tanar’ri: *Note that Gr’fasch cannot use his ability to gate in another vrock as he is currently unpopular among his kind; once per day, he may still attempt to summon 1d10 dretches to aid him (with a 35% chance of success). 

Set Encounters Key: Dungeon Level One:
DM Notes: Except where otherwise noted, ceilings throughout the dungeon are arched to a peak height of 15 feet and corridors are 10 feet wide; doors are normal [hardness 5, hp 10; Break DC 22; Open Lock DC 20] except where otherwise noted, and are generally well-maintained, as they are in regular use.  
To repeat: Sakatha’s servants on this level are all aware of the party’s presence (though not necessarily of their location) due to the Lizard King’s scrying: all sentient inhabitants of this level gain a +2 circumstance bonus to Spot and Listen checks when first encountering the PCs.  Sakatha will cease scrying on the party at this point, as he assumes that Aulicus and his other minions will dispatch them easily.  

1. Guard Room: 
	The PCs may make Listen checks (DC 27) to hear some telltale sound of the brigand ambush awaiting them beyond the door in the Great Hall (area 2).

2. Great Hall of the Brigands (EL 11):
DM Note: I have reduced the number of brigands encountered here in order to balance the encounter to some extent, though it should still challenge most parties.  The polearms were pretty useless anyway given the size of the room (large though it is).  Also, I thought it more appropriate for Gormundel to have the ring of invisibility than for his lieutenant (but DMs should feel free to reverse this change).  
	As the party enters, Gormundel will cast a daylight spell near the doorway, thus lighting the area for crossbowmen to take a round of attacks before the footmen charge; unless PCs heard some sound from behind the door, which gave away the ambush, they will of course be caught flat-footed in this first round.  Note that once melee begins the spearmen will be able to attack from the second rank with their longspears (i.e., as well as the swordsmen).  The crossbowmen have 50% cover (+4 to AC and +2 to Reflex saves) hiding behind overturned tables, and will try to take shots only when they have clear ones; they will fight in melee only if forced.  
	Remember that Gormundel is an intelligent and experienced adversary – I have altered his prepared spells accordingly, and he should use the spells he has prepared effectively.  For example, he will probably have cast magic circle against good (from his scroll) and might also have used his scroll of resistance to magic on himself prior to the party’s entrance, and perhaps other protective magics as well (DMs discretion).

Swordsmen (5), Ftr1: CR 1; SZ Medium; HD 1d10+1; hp 10; Init +0; Spd 20; AC 17 (+5 chainmail, +2 large shield); Atk: longsword +3 melee (1d8+3); AL NE; SV Fort +4, Ref +2, Will +0; Str 12, Dex 10, Con 12, Int 10, Wis 10, Chr 10. 
Skills: Hide +2, Jump +2, Listen +2, Spot +2, Search +2. Feats: Toughness, Power Attack, Weapon Focus (longsword).
Leader, male human fighter 5: CR 5; SZ Med (6'1"); HD 5d10+10; hp 44; Init +2; Spd 20 ft; AC 19 (+2 Dex, +5 chainmail, +2 shield); Atk: longsword +9 melee (1d8+4); AL NE; SV Fort +6, Ref +3, Will +3; Str 16, Dex 14, Con 15, Int 10, Wis 11, Chr 10. 
Skills: Gather Information +6, Hide +5, Jump +5, Listen +6, Spot +7, Search +5. Feats: Alertness, Iron Will, Power Attack, Toughness, Weapon Focus (longsword), Weapon Specialization (longsword). 
Possessions: chainmail, large steel shield, mw longsword, dagger. 

Spearmen (5), War1: CR ½; SZ Medium; HD 1d8+1; hp 8; Init +0; Spd 30 ft; AC 13 (+3 studded leather); Atk: longspear +1 (1d8) or shortsword +0 melee (1d6); AL NE ; SV Fort +2, Ref +0, Will +0; Str 11, Dex 10, Con 12, Int 10, Wis 10, Chr 10. 
Skills: Hide +1, Listen +1, Spot +1, Search +1. Feats: Toughness, Weapon Focus (spear).
Leader, male human warrior 4: CR 2; SZ Med (6'); HD 4d8+8; hp 29; Init +2; Spd 20 ft; AC 18 (+2 Dex, +5 chainmail, +1 shield); Atk: longspear +8 (1d8+3) or light mace +7 melee (1d6+3); AL N(E); SV Fort +6, Ref +3, Will +0; Str 15, Dex 14, Con 15, Int 12, Wis 7, Chr 14. 
Skills: Hide +4, Jump +4, Listen +3, Spot +4, Search +6, Swim +5. Feats: Alertness, Endurance, Weapon Focus (longspear). 
Possessions: chainmail, small shield, +1 longspear, +1 light mace, potion of flying. 

Crossbowmen (5), War1: CR ½; SZ Medium; HD 1d8; hp 4; Init +0; Spd 30; AC 13 (+1 Dex, +2 leather); Atk: light crossbow +2 ranged (1d8, 80 ft), shortsword +0 melee (1d6); AL NE; SV Fort +3, Ref +1, Will +0; Str 11, Dex 12, Con 11, Int 10, Wis 10, Chr 10. 
Skills: Hide +1, Listen +1, Spot +1, Search +1. Feats: Point Blank Shot, Weapon Focus (light crossbow).
Leader, male human fighter 3: CR 3; SZ Medium (5'9"); HD 3d10+3; hp 20; Init +2; Spd 30 ft; AC 19 (+2 Dex, +4 chain, +3 cloak); Atk: light crossbow +6 ranged (1d8, 120 ft), longsword +4 melee (1d8+1); AL NE ; SV Fort +4, Ref +3, Will +0; Str 12, Dex 14, Con 13, Int 10, Wis 9, Chr 11. 
Skills: Hide +4, Jump +4, Listen +3, Spot +4, Search +6. Feats: Dodge, Far Shot, Point Blank Shot, Precise Shot, Weapon Focus (light crossbow). 
Possessions: chain shirt, cloak of deflection +3, light crossbow, 12 bolts, longsword, dagger.

Lieutenant Brandl (Gormundel’s cohort), male human fighter 7: CR 7; SZ Med (6'1"); HD 7d10+14; hp 60; Init +5; Spd 20 ft; AC 21 (+9 half-plate, +2 shield); Atk: bastard sword +13/+8 melee (1d10+7+1d6 cold); SQ fire resistance 10; AL NE ; SV Fort +7, Ref +3, Will +2; Str 15, Dex 12, Con 14, Int 10, Wis 11, Chr 12. 
Skills: Climb +5, Intimidate +7, Jump +3, Listen +5, Ride +6, Spot +7, Search +5. Feats: Cleave, Exotic Weapon (bastard sword), Great Cleave, Improved Bull Rush, Improved Initiative, Power Attack, Weapon Focus (bastard sword), Weapon Specialization (bastard sword). 
Possessions: +2 half-plate, large shield, +3 bastard sword (frost brand), dagger, boots of levitation.
Gormundel, male human wizard 7: CR 7; SZ 5'7"; HD 7d4+7; hp 27; Init +6; Spd 25 ft (old age); AC 14 (+2 Dex, +2 cloak); Atk: dagger +3 melee (d4-1); SA spells; AL CE; SV Fort +3, Ref +4, Will +6; Str 8, Dex 14, Con 13, Int 17, Wis 12, Chr 13. 
Skills: Alchemy +10, Appraise +4, Bluff +5, Concentration +11, Craft (gemcutting) +5, Knowledge (arcana) +12, Scry +5, Search +5, Spellcraft +13, Spot +4. Feats: Combat Casting, Craft Wand, Improved Initiative, Leadership, Scribe Scroll, Silent Spell. 
Wizard Spells (4/5/4/3/1): 0 – daze, detect magic, disrupt undead, light; 1st – burning hands (x2), cause fear, magic weapon, spider climb; 2nd – darkness, daylight, see invisibility, shatter; 3rd – blink, flame arrow, stinking cloud; 4th – fire shield.
Possessions: +2 cloak of deflection, black & silver robes, mw dagger, ring of swimming, ring of invisibility, scroll of resistance to spells (+4), scroll of magic circle against good (7th), wand of fear (5 charges), gold trade-bar (50 gp), gold & ruby ring (150 gp), brass key, 20 gp, 10 sp.

6. Barracks:
	Each chest in the room [hardness 5, hp 2, break DC 17] can be opened by a successful Open Locks check (DC 20).  There is a 1 in 6 chance that any given chest will have a poison needle trap:
Poison needle trap: CR 2; needle +8 (1 and poison – greenblood oil: Fort DC 13; 1 Con/1d2 Con); Search DC 22; Disable DC 20.
Treasure: 2d4 sp in each chest; chest #17 has a small uncut sapphire (30 gp) hidden in a small tear in the chest’s lining (Search DC 17). 

7. Barracks:
	The brigands asleep in this room can be slain with a coup-de-grace (see DMG 133) if caught while still asleep.  Otherwise, they will try to get their shortswords and, if possible, their small shields ready to defend themselves.  Given time and some warning, they will also don their leather armour and, if able, fetch crossbows from the armoury (Rm #5).  The chests here are identical to those in Rm #6 (including the chance of traps).
Brigands (10): CR ½; SZ Medium humanoid; HD 1d8; hp 8; Init +0; Spd 30 ft; AC 10; Atk: shortsword +2 melee (1d6); AL NE ; SV Fort +3, Ref +0, Will +0; Str 11, Dex 10, Con 11, Int 10, Wis 10, Chr 10. 
Skills: Hide +1, Listen +1, Spot +1, Search +1. Feats: Toughness, Weapon Focus (shortsword).
Treasure: 2d4 sp in each chest, with a 1 in 6 chance of a poison needle trap (see Rm #6).

8. Gormundel’s Secret Chamber Door: 
	This secret door is identical to that at the entrance from the Inner Sanctum on the upper level into Aulicus’ lair (Search DC 20, Disable Device DC 24; also opened by placing a gemstone in the mouth or with a knock spell): if a PC specifically asks whether this bas-relief looks like that in the Inner Sanctum, give her a +2 insight bonus to Search and Disable Device checks with respect to this door.  Anyone who states that she is looking specifically for a secret door at this location gets a +2 competence bonus to her Search check (stacking with the +2 insight bonus above, if applicable). 

8A. Gormundel’s Chamber:
	The command word to bypass the arcane lock on Gormundel’s desk drawer (hardness 6, hp 15, Break DC 28) is “open” spoken in the Draconic tongue, and the mechanical lock can be opened by the key found on Gormundel himself.  The Open Locks DC for the drawer is 35 due to the arcane lock.  
Treasure: there are 2 golden candlesticks on the desk (50 gp each); the desk drawer holds Gormundel’s papers, but also the small silver key that opens his spellbook (in Rm #10); and the brass bed would earn 200 gp if one could somehow remove it.

9. Gormundel’s Study: 
	Assume that one use of the components for each of the spells in Gormundel’s spellbooks (see Rm #10) is here.  The various vials and jars are labeled in Draconic, which might make finding the correct components tricky.  A sorcerer or wizard who knows Draconic or who has at least 5 ranks in Alchemy can find the correct component of any spell she knows from among Gormundel’s spells, given 30 minutes to do so.  A Search check by such a character can shorten this time by 5 minutes for each point by which the check exceeds DC 10, to a minimum of five minutes total.  A non-spellcaster seeking valuables can find a vial of diamond dust (200 gp) with a successful Search check (DC 14) given about five minutes.  
	The secret door (Search DC 25; hardness 9, hp 60, Break DC 35) at the rear of this chamber has had arcane lock cast on it by Gormundel and will open easily only for him.  Two knock spells are required to open it – one to bypass Gormundel’s arcane lock, and another to actually open the door.  

10. Gormundel’s Treasure Room:
	The darkness of this chamber is not magical unless Gormundel has cast darkness because he is hiding out in here after having been routed from the battle in Rm #2.  The invisible chest [hardness 5, hp 15, Break DC 23] containing Gormundel’s treasure can be found with a successful Search check (DC 12); it has a complex steel lock which can be opened only by a successful Open Locks check (DC 32).
Treasure: 1500 sp; a bag containing 250 gp; a pouch containing 40 pp; a standard spellbook; and a large, black leather, iron-bound, locked and arcane locked spellbook (Open Locks DC 35; the key is in the desk drawer in Rm #8A).
standard spellbook (explosive runes trap: 6d6 points to reader and destroys book; others within 10 feet, Reflex halves (DC 16); Search DC 28; Disable Device DC 28): 0 – all cantrips; 1st – burning hands, cause fear, endure elements, erase, identify, jump; 2nd – arcane lock, continual flame, daylight, darkness, Leomund’s trap, magic mouth, resist elements, scare; 3rd – blink, stinking cloud; 4th – fear, fire trap. 
locked spellbook (fire trap: 1d4+7 points in 5 foot radius, Reflex halves (DC 17); Search DC 29; Disable Device DC 29): 1st – charm person, magic weapon, spider climb, summon monster I; 2nd – flaming sphere, invisibility, levitate, see invisibility, shatter, summon monster II; 3rd – explosive runes, flame arrow, fly, greater magic weapon, haste, magic circle against good; 4th – charm monster, confusion, fear, fire shield, polymorph other.

11. Guards’ Quarters: 
DMs Note: Because the brigand captain did not join the battle in Rm #2 so that he could stay here drinking and gaming, I have decided to make him a fighter/rogue rather than a straight fighter.  And just for fun I’ve made him a tiefling, rather than a pure human. 
	Anyone approaching this chamber may make a Listen check (DC 12) to hear the sound of carousing from beyond the door.  R’deLain, captain of the brigands, is a half-hearted servant of the Lizard King who would rather be drinking and gaming than performing his duties.  Having convinced himself that Gormundel and his warriors can deal with the PCs, he has chosen to stay in the comfort of his henchmen’s room and company.  Perhaps this behaviour is due at least in part to this ancestry — he is a tiefling (and, as such, faintly goatish in appearance).  Despite his laziness and his anti-authoritarian bent, however, R’deLain does enjoy his position immensely and does his work well when roused to it.  
	Note that any loud noises from outside of the room might alert this crew of rowdies to the party’s presence (give them a collective Listen check at +1 (reduced due to their own clamour from R’deLain’s normal Listen bonus of +5) if the PCs are excessively noisy): 

R’deLain, male tiefling fighter 5/rogue 3: CR 8; SZ Medium outsider (5’7”); HD 5d10+5+3d6+3; hp 47; Init +3; Spd 30 ft; AC 21 (+3 Dex, +7 chain, +1 shield); Atk: trident +11/+6 melee (1d8+3), thrown dagger +10/+5 ranged (1d4+1, 10 ft); SA sneak attack +2d6; SQ evasion, uncanny dodge, darkness; AL CE; SV Fort +6, Ref +7, Will +2; Str 13, Dex 16, Con 13, Int 13, Wis 11, Chr 9. 
Skills: Bluff +8, Climb +9, Craft (trap-making) +11, Hide +7, Jump +9, Listen +5, Move Silently +4, Search +5, Sense Motive +3, Spot +6. Feats: Alertness, Blind-fight, Dodge, Expertise, Mobility, Spring Attack, Weapon Focus (trident).
Darkness (Su): 1/day – as the sorcerer spell cast at 8th-level.
Possessions: +3 chain shirt, small shield, +2 trident of warning, 2 daggers, 10 gp, 35 sp.
Henchmen (6), Ftr2: CR 2; SZ Medium; HD 2d10+2; hp 18; Init +0; Spd 30 ft.; AC 16 (+4 chain, +1 shield); Atk: longsword +5 melee (1d8+3); AL NE; SV Fort +5, Ref +2, Will +0; Str 12, Dex 10, Con 12, Int 10, Wis 10, Chr 10. 
Skills: Hide +2, Jump +3, Listen +2, Spot +3, Search +3. Feats: Toughness (x2), Power Attack, Weapon Focus (longsword).
Possessions: chain shirt, small shield, mw longsword, key, 3d12 sp.
The six chests [hardness 5, hp 8, Break DC 18] in this chamber are all locked, but the keys can be found on the six henchmen.  Otherwise, a successful Open Locks check (DC 25) will be required.  Each chest contains clothing and other personal gear of the henchmen, plus the treasure.  The secret door that leads from here to Rm #15 can be found with a Search check (DC 20), and its opening mechanism will be found with a similar check; once either is found, the other’s Search DC is reduced to 10.  
Treasure: There is a pile of 14 sp on the table, with which the men were betting.  A successful Search check in each chest (DC 8; roll each separately) will uncover another 2d10-2 gp and 3d20 sp per chest.  

12. Leaders’ Quarters:
	This chamber is (was...?) shared by the leaders of the spearmen and crossbowmen from Rm #2, as is evident from their gear and trophies.  There are two large locked chests [hardness 5, hp 8, Break DC 18], which can be opened by a successful Open Locks check (DC 25), each of which contains the mundane personal belongings of one occupant and the treasure.  
Treasure: The spearmen-leader’s chest contains 20 cp and 37 sp in loose coins and a small bag with 100 gp; the other holds 23 gp, 44 sp, and 16 cp, and a successful Search check (DC 18) will also uncover a fine gold ring worth 50 gp.

13. Leader’s Quarters: 
	This chamber belongs to the leader of the swordsmen from Rm #2; except for the fact that it is home to only one man and aside from the contents of the chest, the room is similar to Rm #12 (i.e., use the same stats for the chest, etc.).
Treasure: In the chest are 42 gp, 67 sp, 11 cp, and a gilded ivory unholy symbol of Hextor, worth about 50 gp to the right person.  

14. Lieutenant Brandl’s Quarters: 
	With a successful Search check (DC 20), a character will find the cleverly hidden cavity behind the south wall of this chamber.  Inside is a large trapped chest [hardness 6, hp 18, Break DC 24] containing Brandl’s treasure.  Note that smashing the chest will likely result in setting off the trap and damaging at least some of its contents.
Hail-of-poisoned-needles trap: CR 3; 4-directional needle spray +10 ranged (1d3 needles for 1d4 points of damage each and poison – Fort DC 14; 1d3 Str / 1d6 Str); Search DC 22; Disable DC 24. Note: Needles have a 15-foot range increment in each of four directions from chest; determine targets of needles randomly from among those in path. 
Treasure: 
a 2-foot-tall silver mirror (30 gp); 
a set of four golden candlesticks (40 gp each, 200 gp for set); 
a rolled-up, exotic-looking rug (25 gp; 5 lbs); 
a 12-piece silver serving set (240 gp total); 
an intricately carved wooden map case (10 gp); 
a beautifully drawn coloured-ink map of the county of Eor and its environs (40 gp); 
a map showing Stephen DeManis’s route from Waycombe to the ancient temple;
an unknown dungeon map (something for the DM to create for the next adventure, perhaps); 
a strange-looking metal bar (a defunct immovable rod); 
a small bag of gold ore (40 gp; 11 lbs); 
a rich black cloak with red and gold designs (50 gp); 
a pewter goblet with 8 small red stones inset (150 gp); 
a silver dagger with gold worked into hilts, in a fine sheath (120 gp total; dagger is awkward (-1 to hit) and weak (hardness 8, hp 1)); 
a heavy golden cloak-pin with a large topaz (200 gp); 
122 gp; 350 sp; 623 cp.

15. Captain R’deLain’s Quarters:
DM Note: The secret entrance to the brigands’ treasure room (#16) is in the wrong location on the map – it should be moved about 10 feet west, so that it lies inside this room.  
	The secret trapdoor in the floor of this chamber can be found with a successful Search check (DC 18); any PC who specifically looks under the rugs gains a +4 circumstance bonus to this check. 
Treasure: A +2 bastard sword (cursed berserker) hangs in a richly decorated scabbard (65 gp) on the wall.

16. Brigands’ Treasure Room:
	The evil priests of the Dark Lizard Cult have protected their treasures well: anyone who enters this chamber without holding aloft the unholy symbol of their order will bring a terrible guardian into action.  The round any PC(s) enter this chamber, the rotting vegetable matter covering the floor in large mounds will draw together into a fearsome shambling mound.  Note that this creature is effectively a construct formed by (evil) magic with the subtype plant, and thus can be held at bay by protection from evil or similar magic.  Since it is a construct (and therefore has no Constitution score), it does not gain any benefit from electrical attacks as shambling mounds normally would (though it is still immune to electricity). 
	Due to the slimy coating on the floor of this chamber, any PCs who try to move more than ½ speed or who are engaged in melee combat must succeed with a Balance check (DC 12) each round or fall prone.  The ceiling is about 18 feet high.  
Shambling Mound: CR 7; SZ Huge construct [evil, plant] (12½ ft tall); HD 12d10; hp 78; Init +0; Spd 20 ft; AC 20 (-2 size, -2 Dex, +14 natural); Atk: 2 slams +14 melee (2d6+9); Face 5 ft x 5 ft; Reach 10 ft; SA improved grab, constriction; SQ darkvision 60 ft, electrical immunity, fire resistance 30, construct; AL N(E); SV Fort +6, Ref +2, Will +2; Str 29, Dex 8, Con –, Int –, Wis 10, Chr 9. 
Skills: Listen +6, Move Silently +6. 
Improved grab (Ex): If the shambler hits a target of up to Huge size with both bashes in the same round, it has grappled its opponent and may thereafter constrict each round.
Constrict (Ex): The shambler does 2d6+13 points of damage when it grapples Huge or smaller opponents.  It can still move, but cannot take any attack actions while constricting.  
Construct: Immune to mind-influencing effects, poison, sleep, paralysis, stunning, disease, death effects, and necromantic effects, as well as any other attack that would require a Fortitude save.  Not subject to critical hits, subdual damage, ability damage, ability drain, or energy drain, nor is it at risk of death from massive damage. 
Treasure: Lying scattered in heaps on the floor are 3673 cp, 1245 sp, 319 gp, and 19 trinkets and items of cheap jewellery (totalling 60 gp).  Hidden under a pile of rotting vegetation (Search DC 10) is a locked chest [hardness 5, hp 6, Break DC 16; Open Locks DC 25] containing 447 sp in loose coins, a small sack containing 100 gp and 25 pp, a silver pendant with an emerald (250 gp), a jade statuette of a cloud giant (300 gp), a gold ring (60 gp), and a potion of haste in a stoppered steel vial.  Also well-concealed among the refuse (Search DC 19) is a sealed leather scroll tube with a scroll (web and knock, both at 17th level) in it.

21. Clerical Study: 
DM Note: As is indicated by the fact that books of vile darkness are artifacts in 3E, they are extremely powerful and dangerous items.  A DM should consider carefully whether he or she wants to include such an item in his or her game.  An option might be to put a similar but lower-powered item in its place – perhaps a book that, when read by good divine spell-users, inflicts a minor curse of some kind upon them, or perhaps a disease, or even a temporary negative level.

22-26. Clerics’ Cells:
     There is a fanatical cleric in each of these cells. If combat or other loud noise should occur in any one of the cells, have the other occupants all make Listen checks (DC 5 to 10, depending on the loudness of the noise and the distance from each respective cell).  Use the following basic stats for each cleric:
Cleric of the Dark Lizard Cult, Clr3: CR 3; SZ Medium humanoid; HD 3d8+3; hp 16; Init +0; Spd 30 ft; AC 14 (+4 chain shirt); Atk: light mace +3 melee (d6); SA spells; SQ rebuke undead, spontaneous casting; AL CE; SV Fort +4, Ref +1, Will +4; Str 11, Dex 10, Con 12, Int 10, Wis 12, Chr 11. 
Skills: Concentration +4, Knowledge (religion) +5, Listen +1, Spellcraft +2, Spot +1. Feats: Extra Turning, Weapon Focus (mace). 
Cleric Spells (4 / 3+1 / 1+1): 0 – create water, cure minor wounds, guidance, resistance; 1st – command, cure light wounds, sanctuary; 2nd – [see below]; Domain spells (Death, Evil): 1st – cause fear; 2nd – death knell.  
Possessions: ash-coloured vestments, unholy symbol, light mace, 1d10 sp.

Each cleric, by room number, has the following 2nd-level non-domain spell prepared:
22. hold person.
23. delay poison.
24. resist elements.
25. silence.
26. darkness.

27. Secret Door to Altar Room (#28):
	This door can be located with a successful Search check (DC 20), and opened with a knock spell, a successful Disable Device check (DC 25), or by sprinkling unholy water on it.

28. Chamber of the Patriarch:
DM Note: To be fair to the PCs, have Ul-Lon make a Listen check to hear them enter and alter the boxed description of the room accordingly.  Be sure, however, to give him the +2 bonus that all inhabitants of this level receive (see “general notes” at the beginning of this section), and to make the Listen DC suitably low if any combat took place in areas 22-26.  Further, if he has time after hearing combat outside, he will prepare for to encounter the PCs as noted below.
Ul-Lon, Master of the Dark Lizard Cult, male human cleric 8: CR 8; SZ Medium (6’); HD 8d8+24; hp 67; Init +0; Spd 20 ft; AC 19 (+9 full plate); Atk: heavy mace +10/+5 melee (d8+3 and poison); SA spells; SQ rebuke undead, spontaneous casting; AL CE ; SV Fort +9, Ref +2, Will +9; Str 15, Dex 11, Con 17*, Int 12, Wis 17, Chr 16. 
Skills: Bluff +6, Concentration +12, Intimidate +6, Knowledge (religion) +8, Listen +3, Sense Motive +6, Spellcraft +8, Spot +4. Feats: Alertness, Craft Arms & Armour, Extra Turning (x2), Heighten Spell, Weapon Focus (heavy mace). 
Cleric Spells (6 / 5+1 / 5+1 / 4+1 / 2+1): 0 – cure minor wounds, detect poison (x2), guidance (x2), resistance; 1st – bane, command, cure light wounds (x2), shield of faith; 2nd – aid, hold person, silence, undetectable alignment; 3rd – cure serious wounds, magic vestment, prayer, wind wall; 4th – lesser planar ally**, poison; Domain spells (Death, Evil): 1st – cause fear; 2nd – death knell; 3rd – animate dead; 4th – unholy blight.
Possessions: +1 full plate, +2 belt of health*, rod of the viper, black & silver vestments with sewn-in rubies (150 gp), platinum unholy symbol (275 gp), 3 vials of unholy water,
**Ul-Lon will have used lesser planar ally to summon his demonic confederate, Gr’fasch (Vrock Demon), if he has enough warning of the party’s approach (i.e., if he heard fighting outside in the hall) — but remember that the casting time is 10 minutes.  Given time, he might also cast defensive spells such as shield of faith, aid, magic vestment, and prayer upon himself.
Treasure: 2 fine carpets (100 gp and 25 lbs each); pair of silver candelabra (600 gp for pair, or 250 gp each; 2 lbs each); gold reliquary (100 gp); bronze statuette of demon (50 gp; 30 lbs); ebony statue of lizard/demon-god of the cult (1000 gp; 2 ft tall, 60 lbs; cumulative 1% per day that a non-evil owner will attract the attention of a demonic being – DM’s discretion as to what such “attention” might mean).

29. Temple Treasury: 
	The two small chests [hardness 6, hp 6, Break DC 16; Open Locks DC 30] and one large chest [hardness 6, hp 18, Break DC 18; Open Locks DC 30] are all locked and are covered with a virulent contact poison (Fort DC 16, 2d4 Con/death) that can be noticed in time with a successful Spot check (DC 16). 
Treasure: 
Large chest: 1000 gp and 2500 sp.  
Small chest #1: 200 sp and an ivory scroll case (100 gp) with a cursed scroll (each of the reader’s magic items must make a save (DC 17) or be disenchanted).  
Small chest #2: 200 sp and an ivory scroll case (100 gp) with a scroll of repulsion (demons).

30. Trap Room: 
	There are two false doors in this room: the one to the north, at location A, is a killer mimic (but see description of Rm #31); the other is simply a heavy door mounted against the stone wall [hardness 6, hp 60, unbreakable].  The secret door at B can be found with a successful Search check (DC 20), and once found can be easily opened.
Killer Mimic: CR 6; SZ Large aberration; HD 10d8+30; hp 75; Init +1; Spd 10 ft; AC 13 (-1 size, +1 Dex, +3 natural); Atk: slam +11/+6 melee (1d8+6); Reach 10 ft; SA adhesive; SQ mimic shape, acid immunity; AL NE ; SV Fort +6, Ref +3, Will +6; Str 19, Dex 12, Con 17, Int 10, Wis 13, Chr 10. 
Skills: Climb +9, Disguise +14, Listen +11, Spot +6. Feats: Skill Focus (Disguise).
Adhesive (Ex): Exudes thick, adhesive slime: automatically grapples any opponent it slams; opponents so grappled cannot break free while the mimic lives without first removing the adhesive.  The mimic gets one free slam attack against grappled opponents each round.  A weapon striking the mimic is stuck fast unless the wielder makes a Reflex save (DC 16); a Strength check (DC 16) is required to pull stuck weapons free.  Strong alcohol dissolves the adhesive; the mimic can dissolve its own adhesive at will, and the substance breaks down 5 rounds after it is killed. 
Mimic shape (Ex): A mimic can be detected from within 10 feet by a successful Spot check opposing the mimic’s Disguise check (but as the MM states, it’s usually too late by then...). 

31. Trap Room: 
	This room is essentially the same as #30.  If the party encountered the mimic in #30, however, then there are two false doors here, and vice versa (i.e., there is only one killer mimic in the area, and it will be in the first of these two rooms that the party enters). 

32. Exit to Tomb Level:
	A secret trapdoor (Search DC 20) opens onto a set of wickedly trapped stairs which go down to Sakatha’s tomb level; the sliding stair trap itself is relatively harmless, but it has been built in combination with a particularly nasty flaming pit trap. 
Sliding stair/flaming pit trap (60 ft deep): CR 8; no attack roll required, but see note (6d6 and 2d6+18 fire (and fire damage continues each round thereafter)); Search DC 20; Disable DC 20.  Note: Characters on the stairs when the trap is triggered may make a Reflex save (DC 16) to avoid sliding into the pit — a successful save indicates that the PC is clinging to a handhold and may attempt a Climb check (DC 10) to climb back up the incline; if a rope is lowered, the Climb DC drops to 5.  If the Climb check fails, the PC may make another Reflex save (DC 18 this time) to once again catch hold and avoid plunging to a fiery death.  

Key to Tomb Level

DM Note: There are no standard random encounters on this level.  If the PCs have been weakened considerably by the hazards of the adventure so far, consider giving them a +2 (or even +4) luck or divine bonus to their chances to Spot (DC 20) or Search (DC 15) for the “safe” areas at R1, R2, and R3 on this level.  In fact, given Sakatha’s power (and especially if he is aware of the party’s present approach), a kindly DM may allow characters with enough accrued experience to gain levels while hidden out in these caverns, so that they have a better chance of surviving the upcoming confrontation.  But after 48 hours of rest in any one of these three areas, start rolling 1d6 for each hour they remain: on a 1, they are discovered and set upon by a gang of wandering wights.  If such a wight encounter occurs, subtract their number from the 16 wights encountered below in area #3.

Lizardfolk Wights (1d4+1): CR 4; SZ Medium undead (reptilian); HD 4d12; hp 30; Init +1; Spd 30 ft; AC 20 (+1 Dex, +9 natural); Atk: slam +4 (1d6+2 and energy drain) and bite +2 melee (1d6+1 and energy drain); SA energy drain, create spawn; SQ undead; AL LE; SV Fort +1, Ref +2, Will +5; Str 14, Dex 12, Con –, Int 10, Wis 13, Chr 13. 
Skills: Balance +6, Climb +5, Hide +8, Jump +7, Listen +8, Move Silently +16, Search +7, Spot +8, Swim +9. Feats: Blind-Fight, Multiattack.
Energy Drain (Su): Each hit inflicts one negative level (later, Fort save DC 14).
Create spawn (Su): Humanoids killed by wights become wights under the command of their creator in 1d4 days **(as opposed to the 1d4 rounds listed in the MM).**
Undead: Immune to mind-influencing spells, poison, sleep, paralysis, stunning, disease, and any effect requiring a Fort save.  Not subject to critical hits, subdual damage, ability damage, energy drain, or death from massive damage.

2. The River of Nothingness:
Permanent image: Will save (DC 20).  Any characters who specifically attempt to disbelieve the river or the raft get a +2 insight bonus to their save.  The raft is a phantasm, while the river itself is a glamer (see PH 158 for distinctions of these illusion types).  A second layer of glamer, which covers the vat-of-acid traps, requires a second Will save (DC 20) to penetrate.  The illusions, where applicable, are 18th-level effects.
Acid vat traps: CR 7; no attack roll required (10d6); Reflex save (DC 15) results in 1d6 acid damage; Search DC 20.  Note: A successful save means the character senses that there is no floor as she is putting her foot down and avoids plunging headlong into the vat.  

3. Burial Mounds of the Lizard King’s Slaves:
	Not all of the mounds’ inhabitants will be encountered at once: roll a Listen check (DC 15) for each gang of wights to determine whether the others hear any combat between the PCs and the encountered wights.  
What remains of the ceremonial treasure interred with the Lizard King’s slaves lies buried at location C; most of it, being perishable, has disintegrated in the 200 years since Sakatha’s original burial.
Lizardfolk wights (16): see stats above.
Treasure: A decorative golden urn with 4 inset amethysts (total value 1000 gp; 10 lbs) contains 4000 ep (worth 800 gp – a rare, ancient type of electrum coin: 1 gp = 5 ep; 1 ep = 2sp). 

4. Camp of the Lizardfolk:
	Only PCs approaching within visible range (60 feet) of any of the lizardfolks’ campfires in this area will run the risk of being attacked, and then only if they are seen with a successful Spot check or otherwise draw attention to themselves.  Each campfire (7 in total) is home to one band (6-10 lizardfolk plus 50% non-combatants, plus 1 leader, a Dark Lizard Cult cleric).  If the PCs do engage in combat with any one band, the others will move to assist after 1 round for each 20 feet that their camp is distant from the melee.  
Lizardfolk: see stats elsewhere.
Leaders, male lizardfolk cleric 4: CR 4; Medium humanoid (aquatic, reptilian); HD 2d8+2+4d8+4; hp 30; Init +0; Spd 30 ft.; AC 15 (+5 natural); Atk: 2 claws +6 (1d4+1) and bite +3 melee (1d4), or javelin +4 ranged (1d6+1, 30 ft); SA spells; SQ rebuke undead, spontaneous casting, hold breath; AL NE; SV Fort +5, Ref +4, Will +5; Str 13, Dex 10, Con 13, Int 9, Wis 12, Chr 10.  
Skills: Balance +4, Concentration +6, Jump +8, Knowledge (religion) +2, Knowledge (planes) +3, Swim +9. Feats: Combat Casting, Multiattack, Weapon Focus (claws).
Hold Breath (Ex): Lizardfolk can hold their breath for twice as long as humans (see DMG 85).
Cleric Spells (5 / 4+1 / 3+1): 0 – cure minor wounds (x2), detect magic, guidance, resistance; 1st – cure light wounds, detect good, detect undead, shield of faith; 2nd – cure moderate wounds, hold person; Domain spells (Death, Evil): 1st – protection from good; 2nd – death knell.  
Treasure: A careful Search (DC 16) will recover 5d20 gp and 5d20x4 sp in loot from each camp and its inhabitants.  Also, the eastern-most camp’s leader has a finely crafted, locked mahogany box (50 gp; Open Locks DC 22) containing a beautifully jewelled crown of gold and platinum brought as a gift for Sakatha (6000 gp). 

5. Doors of the Tomb:
DM Note: All doors inside the tomb, except where noted, are standard doors [hardness 5, hp 8], and are unlocked.  All hallways are 10 feet wide and 10 feet high, and ceilings in rooms are 20 feet high, except where otherwise noted.  
	These formidable portals [hardness 10, hp 210, Break DC 40* (arcane lock)], due to their size (10 ft across x 12 feet high), cannot be affected by less than a 12th-level spellcaster’s knock spell.  A successful dispel magic (DC 35) will remove the arcane lock.  They will open with the correct command phrase, if spoken in Draconic: “Open in the name of Sakatha, the Great King!”  Otherwise, they must be forced or smashed open. 

6. Hall of Traps:
Spiked pit traps (20 ft deep): CR 2; no attack roll necessary (2d6), +10 melee (1d4 spikes for 1d4+2 points of damage per spike that hits); Reflex save (DC 20) avoids; Search DC 20; Disable DC 20. Note: This trap sets up the falling stone-block trap, which activates immediately after this trap does.  A character who avoids falling has successfully leapt backwards — directly into the path of the falling block trap, and thus suffers a -4 circumstance penalty to her Reflex save versus this latter trap. 
Falling stone-block traps (10 ft x 10 ft x 10 ft): CR 7; no attack roll required (6d10+12); Reflex save (DC 17) avoids; Search DC 20; Disable DC 23. Note: This trap can only be located (i.e., with a Search check) once the pit trap has been located. 
Rain-of-poisoned-spears trap: CR 5; +10 ranged (1d3+1 spears for 1d6 [x3 crit] points of damage and poison – Fort DC 17, 1d4 Dex/1d6 Dex); Search DC 25; Disable 18. Note:  These spears have a 100-ft maximum range; targets determined randomly from those in path. 

7. Banquet Hall of the Lizard King: 
	The servitors here are Outsiders with the sub-type: evil, and can thus be warded off by protection from evil and similar spells.  They function as standard lizardfolk (use stats from above, except Saves: Fort +4, Ref +3, Will +3), but they are created by a special summon monster spell variant cast at 18th-level.  

8. Hall of Hunting:
DM Note: Note that the creatures here are all considered Outsiders and subtype: evil because they are created by a special summon monster spell variant cast at 18th-level. 
	A magic mouth (also cast at 18th-level) activates as the door to this chamber opens, and says, in Draconic: “Great King, live forever! Welcome to your hunt!”  If any PC(s) remain here for 10 minutes, the ape in the mosaic will animate, leap out of the wall, and attack:

Fiendish Dire Ape: CR 5; Large outsider (evil); HD 5d8+10; hp 40; Init +2; Spd 30 ft, climb 15 ft; AC 15 (-1 size, +2 Dex, +4 natural); Atk: 2 claws +8 (1d6+6) and bite +3 melee (1d8+3); SA rend, smite good; SQ darkvision 60 ft, cold and fire resistance 10, damage reduction 5/+1, scent; AL NE; SV Fort +6, Ref +6, Will +5; Str 22, Dex 15, Con 14, Int 3, Wis 12, Chr 7.  
Skills: Climb +14, Move Silently +9, Spot +9.
Rend (Ex): If both claws hit an opponent, the ape latches on and tears for an extra 2d6+12.
Smite good (Su): 1/day – one attack does +5 damage if it hits a good creature.
Scent (Ex): Detects opponents by scent within 30 feet — 60 feet if opponent is upwind, and 15 feet if downwind (double these ranges if odour is strong; triple if overpowering).  

If it is slain, the three hounds leap to the attack:

Hellhounds (3): CR 3; Medium outsider (evil, fire, lawful); HD 4d8+4; hp 25; Init +5; Spd 40 ft; AC 16 (+1 Dex, +5 natural); Atk: bite +5 melee (1d8+1); SA breath weapon; SQ darkvision 60 ft, scent, fire subtype; AL LE; SV Fort +5, Ref +5, Will +4; Str 13, Dex 13, Con 13, Int 6, Wis 10, Chr 6.  
Skills: Hide +11, Listen +5, Move Silently +13, Spot +7. Feats: Improved Initiative, Run.
Breath weapon (Su): Cone of fire, 30 ft, every 2d4 rounds; damage 1d4+1, Reflex save for half (DC 13).
Scent (Ex): Detects opponents by scent within 30 feet — 60 feet if opponent is upwind, and 15 feet if downwind (double these ranges if odour is strong; triple if overpowering).  May track by scent by making a Wisdom check with a +8 racial tracking bonus.
Fire subtype (Ex): Fire immunity; double damage from cold on failed save.

If they are all slain, the Lizard King attacks with his bow for one round, and then steps out to attack with his trident:

Half-fiend/Lizardfolk: CR 6; Large outsider (9 ft) [aquatic, evil, reptilian]; HD 8d8+32; hp 70; Init +1; Spd 30 ft; AC 19 (-1 size, +2 Dex, +8 natural); Atk: huge longbow +8/+3 ranged (d10 [x3], 150 ft), huge trident +12/+7 (2d8+7)*, or 2 claws +12 (1d8+5) and bite +10 melee (1d6+2); SQ hold breath, darkvision 60 ft, poison immunity, acid, cold, electricity, and fire resistance 20; AL NE; SV Fort +8, Ref +8, Will +6; Str 21 Dex 12, Con 19, Int 13, Wis 10, Chr 12.  
Skills: Balance +8, Jump +12, Spot +7, Swim +14. Feats: Multiattack, Point Blank Shot, Skewer*.
*Skewer (Ex): The Lizard King scores a critical threat with his trident anytime he hits his target’s AC by 5 or more or on a 19-20. 
Hold Breath (Ex): Lizardfolk can hold their breath for twice as long as humans (see DMG 85).

9. Hall of War: 
DM Note: I have changed the number of hill giants to two, rather than four.  Note that the creatures here are all considered Outsiders and subtype: evil because they are created by a special summon monster spell variant cast at 18th-level. 
	A magic mouth (cast at 18th-level) activates as the door to this chamber opens, and says, in Draconic: “Great King, live forever! May you have victory after victory for all eternity!”  If any PC(s) remains here for 10 minutes, the hill giants in the mosaic will animate, leap out of the wall, and attack:

Fiendish Hill Giants (2): CR 7*; Large outsider (11 ft tall) [evil, lawful]; HD 12d8+48; hp 80; Init -1; Spd 40 ft.; AC 20 (-1 size, -1 Dex, +9 natural, +3 hide); Atk: huge greatclub +16/+11 melee (2d6+10), thrown rock +8/+3 ranged (2d6+7, 120 ft); Reach 10 ft; SA smite good; SQ darkvision 60 ft, cold and fire resistance 15, damage reduction 5/+2, SR 24, rock catching; AL LE; SV Fort +12, Ref +7, Will +8; Str 25, Dex 8, Con 19, Int 6, Wis 10, Cha 7. 
Skills: Climb +9, Jump +9, Spot +4. Feats: Cleave, Power Attack, Weapon Focus (greatclub).
Smite good (Su): 1/day – one attack does +12 damage if it hits a good creature.

If the hill giants are killed, the lizardfolk then animate and attack:

Fiendish Lizardfolk, male War3 (10): CR 3; Medium outsider (aquatic, evil, reptilian); HD 2d8+4 +3d8+6; hp 25; Init +0; Spd 30 ft; AC 17 (+2 large shield, +5 natural); Atk: halfspear +5 melee (1d6+2), or javelin +5 ranged (1d6+2, 30 ft); SA smite good; SQ darkvision 60 ft, cold and fire resistance 10, damage reduction 5/+1, hold breath; AL NE; SV Fort +7, Ref +5, Will +5; Str 14, Dex 10, Con 14, Int 9, Wis 10, Chr 10.  
Skills: Balance +7, Hide +5, Jump +9, Listen +3, Spot +3, Swim +12, Wilderness Lore +5. Feats: Multiattack, Track.
Smite good (Su): 1/day – one attack does +5 damage if it hits.
Hold Breath (Ex): Lizardfolk can hold their breath for twice as long as humans (see DMG 85).

If they are all slain, the Lizard King attacks with his bow for one round, and then steps out to attack with his trident:

Half-fiend/Lizardfolk: CR 6; Large outsider (9 ft) [aquatic, evil, reptilian]; HD 8d8+32; hp 70; Init +1; Spd 30 ft; AC 19 (-1 size, +2 Dex, +8 natural); Atk: huge longbow +8/+3 ranged (d10 [x3], 150 ft), huge trident +12/+7 (2d8+7)*, or 2 claws +12 (1d8+5) and bite +10 melee (1d6+2); SQ hold breath, darkvision 60 ft, poison immunity, acid, cold, electricity, and fire resistance 20; AL NE; SV Fort +8, Ref +8, Will +6; Str 21, Dex 12, Con 19, Int 13, Wis 10, Chr 12.  
Skills: Balance +8, Jump +12, Spot +7, Swim +14. Feats: Multiattack, Point Blank Shot, Skewer*.
*Skewer (Ex): The Lizard King scores a critical threat with his trident anytime he hits his target’s AC by 5 or more or on a 19-20. 
Hold Breath (Ex): Lizardfolk can hold their breath for twice as long as humans (see DMG 85).

Dungeon Level Three

10. Lower Temple Anteroom: 
	The imposing black stone doors here are unlocked, and open easily.  Have those inside make Listen checks if the PCs make a great deal of noise (DC 10-15), but otherwise simply have both sides roll for a surprise round when the doors are opened.  

11. Lower Temple:
	Inside are Mordrin (unless he was killed or captured early in the adventure, which is improbable), a sub-priest, and several lizardfolk.  Note that the Dark Lizard Cult and the clericy of Nerull are well-disposed to one another.  If combat goes poorly, Mordrin will attempt to escape to Sakatha’s chamber and warn him of the party’s presence.  Note also that, in 3E, dispel magic can be used as a counterspell if the caster makes a Spellcraft check to determine the spell he is countering (and Mordrin has dispel magic prepared twice…).
Mordrin, male human cleric of Nerull 9: CR 9; Medium (5’9”); HD 9d8+9; hp 57; Init +7; Spd 30 ft; AC 17 (+3 Dex, +4 chain shirt); Atk: heavy mace +10/+5 melee (1d8+3); SA spells; SQ rebuke undead, spontaneous casting; AL CE; SV Fort +7, Ref +6, Will +11; Str 12, Dex 17, Con 12, Int 14, Wis 20, Chr 10.
Skills: Bluff +6, Concentration +10, Disguise +6, Hide +10, Knowledge (religion) +7, Listen +6, Scry +10, Sense Motive +6, Spellcraft +11, Spot +8. Feats: Combat Casting, Craft Magic Arms & Armour, Improved Initiative, Quicken Spell, Weapon Focus (heavy mace).
Cleric spells (6 / 6+1 / 5+1 / 4+1 / 3+1 / 2+1): 0 – guidance (x3), resistance (x3); 1st – cause fear, command (x3), protection from good, sanctuary; 2nd – darkness, hold person (x2), spiritual scythe, undetectable alignment; 3rd – dispel magic (x2), magic vestment, meld into stone; 4th – air walk, divine power, freedom of movement; 5th – flame strike, true seeing.  Domain spells (Evil, Trickery): 1st – protection from good; 2nd – invisibility; 3rd – non-detection; 4th – unholy blight; 5th – false vision.
Possessions: chain shirt, +2 Pelor-bane heavy mace (+4 to hit and inflicts +2d6 damage vs. worshipers of Pelor), dust of disappearance (1 use), amulet of meta-spell influence (new item; see Appendix 2). 
Ogmond, male human cleric of Nerull 5: CR 5; SZ Med (5'8"); HD 5d8; hp 22; Init +1; Spd 30 ft; AC 10; Atk: light mace +4 melee (1d6+1); SA spells; SQ rebuke undead, spontaneous casting; AL CE ; SV Fort +4, Ref +2, Will +6; Str 13, Dex 13, Con 11, Int 9, Wis 15, Chr 9.  
Skills: Bluff +6, Concentration +8, Knowledge (religion) +5, Listen +2, Spellcraft +5, Spot +3. Feats: Combat Casting, Craft Wand, Scribe Scroll.
Cleric Spells (5 / 4+1 / 3+1 / 2+1): 0 – guidance (x2), light, resistance (x2); 1st – bless, command, cure light wounds, sanctuary; 2nd – hold person, resist elements, silence; 3rd – animate dead; Domain spells (Evil, Trickery): 1st – change self; 2nd – invisibility; 3rd – magic circle against good.
Possessions: ceremonial rod (strikes as light mace), black & ochre vestments, 12 gp.
Lizardfolk (9): see descriptions elsewhere.
	The secret doors in the south and east walls can each be found with a successful Search check (DC 24), but the opening mechanism, three levers on the back of the altar, can be found much more easily (Search DC 12).  The left-hand lever, facing north across the altar, opens the western secret door if pushed downward; the right-hand lever opens the southern door if it is pushed down.  If either is moved upward, or if the central lever is moved at all, a heavy crossbow trap is sprung, targeting whoever is standing at the levers.  
Greater unholy crossbow bolt trap: CR 2; +10 ranged (1d10, 19-20/x2 crit, 120-foot range (+4d6 points of damage if target struck is good-aligned)); Search DC 20; Disable DC 18. 

12. Chamber of the Brides of Sakatha:
	The fifth of the five interred lizardfolk females here is the most recent addition to Sakatha’s bride-chambers, as compared to the mummified remains of his four wives of yore – she was created as a vampire spawn by Sakatha from among his various living attendants only several months ago.  She will awaken with a successful Listen check if the party is at all noisy (DC 10 to 15 by volume, or opposed to Move Silently check).  Otherwise, she will awaken naturally after anyone has been in the room for 1 full minute.  If attacked and losing, she will assume gaseous form and attempt to flee to Sakatha’s chamber (Rm #14).
Lizardfolk vampire spawn: CR 4; SZ Medium undead (reptilian); HD 4d12; hp 36; Init +6; Spd 30 ft; AC 20 (+2 Dex, +8 natural); Atk: slam +6 (1d6+4 and energy drain) and bite +4 melee (1d4+1); SA charm, energy drain, blood drain; SQ darkvision 60 ft, undead, +2 turn resistance, damage reduction 10/+1, cold & electricity resistance 10, gaseous form, spider climb, fast healing 2, vampire vulnerabilities; AL CE; SV Fort +1, Ref +5, Will +5; Str 17, Dex 14, Con –, Int 12, Wis 13, Chr 14. 
Skills: Bluff +8, Climb +8, Hide +10, Jump +15, Listen +12, Move Silently +11, Search +8, Sense Motive +11, Spot +11, Swim +14. Feats: Alertness, Improved Initiative, Lighting Reflexes, Multiattack.
Charm (Su): Similar in effect to charm person cast by a 5th-level sorcerer (DC 14).  A charmed subject allows the vampire spawn to drain his or her blood.
Energy drain (Su): Each slam attack inflicts one negative level (later, Fort save DC 14).
Blood drain (Ex): A vampire spawn can suck blood from a living victim with a successful grapple check; if it pins its foe, it drains blood, inflicting 1d4 points of permanent Con drain per round.
Undead: Immune to mind-influencing spells, poison, sleep, paralysis, stunning, disease, and any other effect requiring a Fortitude save.  Not subject to critical hits, subdual damage, ability damage, energy drain, or death from massive damage.
Gaseous form (Su): As a standard action, A vampire spawn can assume gaseous form at will, as the spell cast by a 6th-level sorcerer; it can remain in this form indefinitely and has a fly speed of 20 ft (approx 4.5 mph) with perfect maneuverability. 
Spider climb (Ex): A vampire spawn can climb sheer surfaces as though with a spider climb spell.
Fast healing (Ex): A vampire spawn heals 2 points of damage per round so long as it has at least 1 hp.  If reduced to 0 hp, it automatically assumes gaseous form and attempts to escape.  It must reach the safety of a coffin or similar location within 2 hours or it is utterly destroyed.  Once at rest in its coffin, it regains 1 hp after 1 hour; thereafter, it resumes healing at 2 hp per round.
Vampire vulnerabilities: Sakatha and his spawn do not suffer from the inability to cross or enter running water, though they much prefer stagnant, chill, and dark waters.  However, they are twice as vulnerable to fire as natural lizardfolk, taking double damage from all fire attacks, and can be fully destroyed if reduced to 0 hp or less by fire attacks.  Also, the scent of garlic does not bother these vampires; however, they are repelled by the smell, and even the sight, of roses and similar flowering plants.  Otherwise, they suffer all of the usual weaknesses associated with vampirism.

13. Sakatha’s Study: 
	Spell components and foci for any of Sakatha’s spells can be found here; there are only single foci and components of 100 gp or more value, but there are components for 2d4 uses of each of his other spells.  Given about 15 minutes to sort through the various combinations, a PC could make Spellcraft checks (DC 25) to attempt to determine what spells (only those with material components or foci, of course) are known by Sakatha based on the materials available.  

14. Sakatha’s Lair: 
	The situation in Sakatha’s lair will depend on what has happened so far in the adventure and on how long the group has taken to come this far:

i) If the PCs have penetrated this far in less than 8 hours, and if neither Mordrin nor Sakatha’s vampire spawn bride have been able to alert him, then he will be resting in his coffin and the party will gain at least one free round of action before he awakes — likely spelling “d-o-o-m” (or at least “coup-de-grace”) for the evil Lizard King.  

ii) If he has been warned by either Mordrin and/or Sakatha’s bride, the two (or three!) of them will be waiting and ready for the party — an unpleasant prospect.  (Note that his bride will not enter combat while he is with her, as he prefers the hero’s role, though she will defend herself if attacked directly and will flee in gaseous form if he is slain or her safety is compromised.  Mordrin will fight fanatically and to the death.)  

iii) If he has not been warned and the group has been more than 8 hours, but have concealed their whereabouts to his scrying attempts, Sakatha will be expecting trouble but will not know precisely where or when the party will arrive — roll for a surprise round normally.

iv) If he has not been warned, the group has been more than 8 hours, and he has been able to locate them through his scrying attempts, Sakatha will be expecting trouble and will be fully aware of their approach — he will be alone, but will have cast defensive spells and made any other preparations he can muster given the time it takes for the PCs to arrive (DM’s discretion).  

	Sakatha’s preferred method of dealing with intruders is to start off big: he is particularly fond of using Empower Spell on his lightning bolt, magic missile, and ray of enfeeblement spells.  Note also that, being undead, he is immune to the effects of (his own) cloudkill.  Combined with his gaseous form ability, this spell is particularly devastating – not only is he effectively invisible while within the cloud, but he can pick off enemies at his leisure by materializing beside them from thick air (as it were), skewering with his trident or casting a spell (perhaps using Empower Spell), and then resuming gaseous form in the next round and remaining so until he has healed any damage he might have sustained from attacks.  If he has warning of the PCs’ approach, and the PCs are doing well at this point, the DM might also have him take any useful items from his treasure hoard (Rm #15) to aid in the impending melee (i.e., the javelin(s) or the dust of disappearance, perhaps).

Sakatha, the Great Lizard King: Sakatha, sired by the great lizardfolk hero Islum’atchka, was a terrible enemy in his lifetime: both a sorcerer of great personal power and a fearsome warrior who developed a devastating Skewer attack with his great trident.  Now, returned from the dead due to the power of a misguided wish, Sakatha is more dreadful than he was alive.  
Sakatha, male lizardfolk vampire sorcerer 10: CR 10; SZ Med undead (aquatic, reptilian); HD 12d12; hp 74; Init +6; Spd 30 ft; AC 23 (+2 Dex, +11 natural); Atk: large trident* +14/+9 (1d8+8 [x2]), or slam +13/+8 (1d6+4 and energy drain) and bite +11 melee (1d4+2); SA domination, energy drain, blood drain, children of the night, create spawn, spells; SQ low-light vision, darkvision 60 ft, undead, +4 turn resistance, damage reduction 15/+1, cold & electricity resistance 20, gaseous form, spider climb, alternate form, fast healing 5, vulnerabilities; AL CE; SV Fort +16, Ref +20, Will +17; Str 21, Dex 15, Con –, Int 15*, Wis 12, Chr 17. 
Skills: Alchemy +9, Balance +4, Bluff +11, Climb +4, Concentration +11, Hide +10, Jump +11, Knowledge (arcana) +8, Listen +9, Move Silently +10, Scry +13, Search +9, Sense Motive +9, Spellcraft +8, Spot +9, Swim +12. Feats: Alertness, Combat Casting, Combat Reflexes, Empower Spell (+2 levels), Enlarge Spell (+1 level), Improved Initiative, Lighting Reflexes, Multiattack, Skewer*, Weapon Focus (trident), Improved Critical (trident; this feat is a prerequisite for, and is superceded by, “Skewer”).
Possessions: +2 crown of intellect*, amulet of sendings (new item: see Appendix 2), large masterwork trident.
*Skewer (Ex): The Lizard King scores a critical threat with his trident anytime he hits his target’s AC by 5 or more or on a 19-20. 
Domination (Su): Similar in effect to dominate person cast by a 12th-level sorcerer (DC 17); range 30 ft.; dominated creatures will allow Sakatha to drink their blood freely.
Energy drain (Su): Each slam attack inflicts two negative levels (24 hrs later, Fortitude save (DC 19) to avoid losing level permanently).
Blood drain (Ex): A vampire can suck blood from a living victim with a successful grapple check; if it pins its foe, it drains blood, inflicting 1d4 points of permanent Con drain per round.
Children of the night (Su): Once per night, Sakatha can call upon 4d8 dire rats, 3d4 giant lizards, or 4d6 stirges to serve him; they arrive in 2d6 rounds, and serve for up to 1 hour.
Create spawn (Su): Humanoids or monstrous humanoids killed by a vampire’s energy drain attack rise as vampire spawn 1d4 days after burial. 
Sorcerer spells (6/7/7/7/5/3): 0 – arcane mark, dancing lights, daze, detect magic, ghost sound, mage hand, open/close, prestidigitation, read magic; 1st – burning hands, identify, magic missile, obscuring mist, ray of enfeeblement; 2nd – arcane lock, darkness, detect thoughts, see invisibility; 3rd – dispel magic, lightning bolt, stinking cloud; 4th – charm monster, wall of fire; 5th – cloudkill. 
Undead: Immune to mind-influencing spells, poison, sleep, paralysis, stunning, disease, and any other effect requiring a Fortitude save.  Not subject to critical hits, subdual damage, ability damage, energy drain, or death from massive damage.
Gaseous form (Su): As a standard action, a vampire can assume gaseous form at will, as the spell cast by a 6th-level sorcerer; it can remain in this form indefinitely and has a fly speed of 20 ft (about 4.5 mph) with perfect maneuverability. 
Spider climb (Ex): A vampire can climb sheer surfaces as though with a spider climb spell.
Alternate form (Su): Sakatha can assume the shape of a lizard, giant lizard, stirge, or giant stirge (Medium-sized; see below) as a standard action.  This effect is similar to a polymorph self cast by a 12th-level sorcerer, but is limited to these four forms.  He can remain in that form until he assumes another, or until the next sunrise. 
Fast healing (Ex): A vampire heals 5 points of damage per round so long as it has at least 1 hp.  If reduced to 0 hp, it automatically assumes gaseous form and attempts to escape.  It must reach the safety of a coffin or similar location within 2 hours or it is utterly destroyed.  Once at rest in its coffin, it regains 1 hp after 1 hour; thereafter, it resumes healing at 5 hp per round.
Vulnerabilities: Sakatha and his lizardfolk spawn (he will never willingly make any other creature into a vampire) do not suffer from the inability to cross or enter running water, though they much prefer stagnant, chill, and dark waters.  However, they are twice as vulnerable to fire as natural lizardfolk, taking double damage from all fire attacks, and can be fully destroyed if reduced to 0 hp or less by fire attacks.  Also, the scent of garlic does not bother these vampires; however, they are repelled by the smell, and even the sight, of roses and similar flowering plants.  Otherwise, they suffer all of the usual weaknesses associated with vampirism.
Sakatha’s stats as a Giant Stirge: CR 10; SZ Med undead; HD 12d12; hp 74; Init +8; Spd 10 ft, fly 40 ft (average); AC 16 (+2 Dex, +4 natural); Atk: touch +9 melee (1d6+2); SA blood drain, spells; SQ low-light vision, darkvision 60 ft, undead, +4 turn resistance, damage reduction 15/+1, cold & electricity resistance 20, gaseous form, spider climb, alternate form, fast healing 5, vulnerabilities; AL CE ; SV Fort +16, Ref +20, Will +17; Str 15, Dex 19, Con –, Int 13, Wis 12, Chr 17.  
Skills: Alchemy +9, Concentration +11, Hide +10, Knowledge (arcana) +8, Listen +9, Move Silently +10, Scry +13, Search +9, Sense Motive +9, Spellcraft +8, Spot +9. Feats: Alertness, Combat Reflexes, Dodge, Empower Spell (+2 levels), Enlarge Spell (+1 level), Improved Initiative, Lighting Reflexes, Quicken Spell (+4 levels).
Blood drain (Ex): A successful touch attack in giant stirge form allows Sakatha to latch onto his victim (this reduces his AC to 14); once attached, he can suck blood, inflicting 1d4 points of permanent Con drain and 1d4 temporary Con damage per round.
	The secret door to the south (to Rm #14A) can be found with a successful Search check (DC 20), and opens easily once located.  The other (to Rm #17) is much more difficult to find (Search DC 30) and also, having an arcane lock on it, to open: [hardness 9, hp 70, Break DC 38; Disable Device DC 35].   Sakatha normally accesses Rm #17 in gaseous form. 
Treasure: Hidden in Sakatha’s muddy coffin (Search DC 22) is the key to his treasure room (#15, below).

15. The Treasure of Sakatha:
	The secret door here (Search DC 20) has a pit trap guarding it, and, with arcane lock on it, is very difficult to open without the key from Rm #14 [hardness 9, hp 70, Break DC 38; Disable Device DC 35].  
Spiked pit trap (20 ft deep): CR 2; no attack roll necessary (2d6), +10 melee (1d4 spikes for 1d4+2 points of damage per spike that hits); Reflex save (DC 20) avoids; Search DC 20; Disable DC 20. 
Treasure: Note that, while not as time-consuming as sorting through the dragon-hoard on the first level, sifting through the approximately 15,000 gp worth of various non-precious trade goods here as well as the objects below will still take the PCs a few hours.  A character spending 1d4 minutes can make a Search check (DC 15) to find one item from below:

1.	A masterwork silver flute (320 gp); 
2.	a javelin of lightning; 
3.	a brilliant sapphire bracelet (1200 gp);
4.	a large, engraved, copper-leaf, wire-bound spellbook entitled “Bowridge’s Battle Book” (see below); 
5.	a small steel masterwork shield that has been enchanted to float (400 gp); 
6.	a jade comb with several teeth missing (now worth only 50 gp); 
7.	a crystal ball on a jewelled golden stand (500 gp for the stand alone); 
8.	a masterwork halberd with a silvered haft and a large green stone (550 gp); 
9.	a pale silver robe with intricate green embroidery (Medium-sized; 40 gp); 
10.	a ring of three wishes with one wish left; 
11.	a gold ring with tiny red stones shaped like a coiled rhemoraz (200 gp); 
12.	a backpack full of silver coins (750 sp); 
13.	a pouch with 63 gp and 2 matching gold rings (100 gp each);
14.	a locked chest (Open Locks DC 25) holding 2071 cp, 787 sp, 563 gp, and a collection of 23 fancy stones (330 gp total);
15.	a potion of cure critical wounds; 
16.	a set of 4 masterwork throwing daggers (-2 in melee; 1000 gp total) in a bandolier; 
17.	a small hand-cart holding 5 colourful tapestries (100 gp and 30 lbs each);
18.	a +1 keen javelin of icy burst; 
19.	a cursed scroll (inflicts magically hastened ‘demon fever’ (see DMG 75) – incubation 1d3 hours, then check every hour thereafter); 
20.	a silver gem case (40 gp) holding a large uncut diamond (500 gp); 
21.	a scroll of 3 arcane spells (silent image, minor image, see invisibility (at 11th level)); 
22.	an ivory mask with gold and lapis lazuli trim (150 gp); 
23.	a locked iron coffer (8 lbs; hardness 10, hp 40, Break DC 27; Open Locks DC 35) holding 4 gold bars (250 gp and 5 lbs each);  
24.	a small blue leather spellbook impressed with Elf-runes (see below); 
25.	a stunning white-gold necklace (450 gp); 
26.	a pouch containing 23 silk packets of dust of disappearance; 
27.	a scroll of 4 divine spells (resist elements, find the path, raise dead, cure critical wounds (at 14th level)); 
28.	a belt pouch with masterwork thieves’ tools and a silver necklace (60 gp); 
29.	a tooled black leather weapon belt with a fancy buckle (70 gp); 
30.	and a large gold-plate-over-wood spellbook (12 lbs) with a simple bronze lock (Open Locks DC 16) (see below).
1.	

Bowridge’s Battle Book (permanent explosive runes trap: 6d6 points to reader, does not harm book; others within 10 feet, Reflex halves (DC 16); Search DC 28; Disable Device DC 28): 0 – disrupt undead, flare, ray of frost, resistance; 1st – burning hands, mage armour, magic weapon, true strike; 2nd – bull’s strength, cat’s grace, protection from arrows; 3rd – flame arrow, greater magic weapon, keen edge; 4th – stoneskin

Elf-Rune spellbook: 0 – all cantrips; 1st – comprehend languages, hold portal, jump, shield, sleep, ventriloquism; 2nd – arcane lock, daylight, web

Gold-plate spellbook [cursed: anyone who studies the book must make a Will save (DC 30) each week to be rid of it, and takes one point of temporary Intelligence damage each week that it is in his or her possession; any character who is reduced to 0 Intelligence slips into a coma and dies 24 hours later, and will rise in 1d10 weeks as a lich; if a character is able to be rid of the book before this occurs, he or she must make a Will save (DC 18) to regain Intelligence as if it were Constitution lost to energy drain attacks (DMG 76); a remove curse is required to allow the owner to be rid of the book at any time, but the curse can be removed from the book only by a caster of 12th-level or higher, who must attempt remove curse as if it were dispel magic, opposing an 18th-level curse]: 1st – animate rope, enlarge, feather fall, identify, magic missile, Nystul’s undetectable aura, shocking grasp, spider climb; 2nd – darkness, detect thoughts, invisibility, knock, magic mouth, rope trick, see invisibility, shatter; 3rd – blink, clairaudience/clairvoyance, dispel magic, haste, hold person, invisibility sphere, Leomund’s tiny hut, slow, water breathing; 4th – arcane eye, confusion, dig, dimension door, minor globe of invulnerability, Rary’s mnemonic enhancer, wall of fire; 5th – Bigby’s interposing hand, cloudkill, fabricate, magic jar, sending; 6th – Bigby’s forceful hand, globe of invulnerability

16. Prisoners: 
	Note that most of these prisoners have been fed upon repeatedly by Sakatha and his bride, and less than half are in any condition to travel.  The PCs will have to nurse the others or aid them with magical healing before trying to move them to the surface.

17. Secret Coffin Room:
	The massive door to this chamber is very well concealed (Search DC 30), and Sakatha has cast arcane lock upon it (hardness 9, hp 80, Break DC 35).  

Appendix 1: Pre-Generated PCs

Notes on conversion: Pseudonyms, family names, and/or nicknames have been added to each character, primarily for interest’s sake. All bonuses from stats, magic, skills, and feats are already incorporated below; armour and encumbrance penalties to skills, however, are not included.  Some wizard spells have been added or altered to suit the 3E world (where 1st ed. spells or their equivalent no longer appear, for example); character levels have all been altered to 8th, requiring some class levels to be raised or lowered accordingly.  Finally, Anselm is a fighter/cleric and Erlo is a cleric/bard, rather than a cleric/wizard, simply to offer some variety and individuality.  

Jubelo Red-beard, male human fighter 8
SZ 5 ft 10 in. (180 lbs); HD 8d10+16; hp 69; Init +1; Spd 20 ft.; AC 20 (+1 Dex, +5 chainmail, +4 large shield); Atk: longsword +15/+10 (1d8+8 and life-stealing [19-20/x2]), halfspear +12/+7 (d6+4[x3]), thrown halfspear +9/+4 (d6+4, 20 feet [x2]); AL NG; SV Fort +8, Ref +5, Will +4; Str 18, Dex 13, Con 14, Int 10, Wis 10, Chr 9.
Skills: Climb +10, Handle Animal +4, Jump +6, Ride +7, Swim +8, Wilderness Lore +5. Feats: Cleave, Endurance, Great Cleave, Iron Will, Lightning Reflexes, Power Attack, Track, Weapon Focus (longsword), Weapon Specialization (longsword).
Possessions: chainmail, +2 large steel shield, +2 longsword of life-stealing, halfspear, potion of super-heroism (as potion of heroism, but grants +4 competence bonus), potion of cure moderate wounds, bronze horn of Valhalla, standard equipment (max 200 gp worth).

Hanar o’th’ Flame (or Hanar the Easterner), male human fighter 8
SZ 6 ft (178 lbs); HD 8d10+16; hp 58; Init +5; Spd 20 ft; AC 23 (+2 Dex, +9 full plate, +2 large shield); Atk: longsword +13/+8 (1d8+6 and 1d6 fire [19-20/x2+1d10 fire]), composite longbow +12/+7 (1d8+1, 165 feet [x3]); AL CG; SV Fort +8, Ref +4, Will +1; Str 16, Dex 14, Con 14, Int 10, Wis 9, Chr 10.
Skills: Handle Animal +5, Jump +9, Listen +4, Ride +7, Spot +4, Swim +8. Feats: Alertness, Cleave, Far Shot, Improved Initiative, Point Blank Shot, Power Attack, Weapon Focus (composite longbow), Weapon Focus (longsword), Weapon Specialization (longsword).
Possessions: +1 full plate (allows +2 Dex bonus, armour check penalty -4), +1 flame-burst longsword, mighty composite longbow +1, quiver & 20 arrows, potion of invulnerability, potion of cure serious wounds, potion of lesser restoration, standard equipment (max 200 gp worth).

Lady Azure (a.k.a. Raventress, and/or the Healer), female human cleric (no devotion) 8
SZ 5 ft 3 in. (128 lbs); HD 8d8+24; hp 56; Init +1; Spd 20 ft; AC 19 (+9 half-plate); Atk: quarterstaff +8/+3 (1d6+2 [x2]), sling +7/+2 (1d4, 50 feet [x2]); SQ turn undead, spells; AL LG; SV Fort +9, Ref +3, Will +10; Str 13, Dex 13, Con 16, Int 9, Wis 19, Chr 13.
Skills: Concentration +6, Heal +15, Knowledge (religion) +4, Profession (herbalist) +8. Feats: Brew Potion, Combat Casting, Empower Spell, Skill Focus (Heal).
Cleric spells (6 / 5+1 / 4+1 / 4+1 / 3+1): Domains – Healing, Protection.
Possessions: +2 half-plate (armour check penalty -5), sky-blue and silver robes, silver holy symbol, +1 staff of healing (22 charges), sling, pouch & 10 bullets, potion of cure critical wounds (x2), potion of cure light wounds (x3), potion of lesser restoration, standard equipment (max 200 gp worth).

Brother Anselm, Sword of Heironeous, male human fighter 1/cleric of Heironeous 7
SZ 6 ft 4 in. (192 lbs); HD 1d10+1+7d8+7; hp 50; Init +1; Spd 20 ft; AC 21 (+9 splint, +2 large shield); Atk: heavy mace +11/+6 (1d8+5 (+1d6 vs evil)[x2]), longsword +11/+6 (1d8+3 [19-20/x2]), light crossbow +7/+2 (1d8, 80 feet [19-20/x2]); SQ turn undead, spells; AL LG; SV Fort +8, Ref +3, Will +8; Str 16, Dex 13, Con 12, Int 9, Wis 17, Chr 9.
Skills: Concentration +10, Heal +6, Knowledge (religion) +3, Listen +4, Ride +4. Feats: Cleave, Combat Casting, Mounted Combat, Power Attack, Quick Draw, Weapon Focus (longsword).
Cleric spells (6 / 5+1 / 4+1 / 3+1 / 1+1): Domains – Good, War.
Possessions: +3 splint mail, large steel shield, silver holy symbol, mw longsword, +2 heavy mace (lesser holy weapon, +1d6 damage vs evil opponents), light crossbow, case & 20 bolts, potion of cure moderate wounds, standard equipment (max 200 gp).

Maris Alanion, female elf fighter/wizard 3/5
SZ 4 ft 10 in. (83 lbs); HD 3d10+3+5d4+5; hp 35; Init +2; Spd 30 ft; AC 20 (+1 Dex, +7 elven chain, +1 buckler); Atk: longsword +10 (1d8+5 [19-20/x2]), composite longbow +9 (1d8, 110 feet [x3]); SQ elf racial abilities, spells; AL NG; SV Fort +5, Ref +3, Will +4; Str 16, Dex 15, Con 12, Int 17, Wis 11, Chr 11.
Skills: Concentration +11, Craft (armorsmithing) +8, Craft (weaponsmithing) +6, Jump +6, Knowledge (arcana) +8, Listen +7, Ride +7, Scry +8, Spellcraft +8, Spot +4. Feats: Combat Casting, Craft Magic Arms and Armour, Expertise, Point Blank Shot, Scribe Scroll, Still Spell, Weapon Focus (composite longbow).
Languages: Common, Elven, Gnoll, Gnome, Goblin.
Wizard spells (4 / 4 / 3 / 2): 1st – animate rope, charm person, identify, magic missile, magic weapon, message, shield, silent image, spider climb, true strike, unseen servant; 2nd – bull’s strength, cat’s grace, knock, minor image, protection from arrows, ray of enfeeblement, rope trick, see invisibility, shatter; 3rd – dispel magic, explosive runes, flame arrow, fireball, fly, haste, keen edge, lightning bolt, tongues.
Possessions: +2 elven chainmail (light armour, 15% spell failure, allows +3 Dex bonus, -3 check penalty), buckler, +2 longsword, mw composite longbow, quiver & 20 arrows, 10 arrows +3, major ring of fire resistance, scroll (fly, rope trick (5th)), 2 standard spellbooks, spell component pouch, standard equipment (max 200 gp).

Erlo Half-Elven, male half-elf cleric (Olidammara) 4/bard 4
SZ 5 ft 6 in. (104 lbs); HD 4d8+4+4d6+4; hp 42; Init -1; Spd 30 ft; AC 14 (-1 Dex, +4 chain shirt, +1 buckler); Atk: longsword +8/+3 (1d8+2 [19-20/x2]), light mace +10/+5 (1d6+4)[x2]), light crossbow +5 (1d8, 80 feet [19-20/x2]); SQ half-elf racial abilities, turn undead, bardic music, bardic knowledge, spells; AL CG; SV Fort +6, Ref +4, Will +11; Str 14, Dex 8, Con 13, Int 15, Wis 16, Chr 16.
Skills: Bluff +7, Concentration +9, Diplomacy +6, Gather Information +5, Heal +5, Hide +7, Knowledge (religion) +5, Listen +7, Move Silently +5, Perform +14 (+16 w/ flute; 11 ranks), Sense Motive +5. Feats: Combat Casting, Expertise, Still Spell.
Languages: Common, Elven, Goblin, Halfling.
Cleric spells (5 / 4+1 / 3+1): Domains – Luck, Trickery.
Bard spells (3/3/1): 0 – dancing lights, daze, detect magic, ghost sound, mage hand, prestidigitation; 1st – expeditious retreat, mage armour, sleep; 2nd – sound burst, suggestion.
Possessions: chain shirt, buckler, holy symbol, longsword, +2 light mace, light crossbow, case & 12 bolts, mw flute (+2 to Perform checks), phylactery of faithfulness, incense of meditation (1 use), potion of cure critical wounds, spell component pouch, standard equipment (max 200 gp).

Ayar the Green (a.k.a. Ayar the Steadfast): male human wizard 8
SZ 5 ft 9 in. (153 lbs); HD 8d4+16; hp 40; Init +6; Spd 30 ft; AC 18 (+2 Dex, +6 bracers); Atk: staff +5 (1d6+1 [x2]), light crossbow +6 (1d8, 80 feet [19-20/x2]); SQ spells; AL NG; SV Fort +4, Ref +4, Will +9; Str 12, Dex 15, Con 14, Int 19, Wis 13, Chr 14.
Skills: Alchemy +10, Appraise +8, Concentration +11, Craft (bookbinding) +5, Craft (calligraphy) +6, Diplomacy +4, Hide +6, Knowledge (history) +9, Knowledge (arcana) +9, Profession (bookkeeper) +4, Scry +9, Search +7, Spellcraft +11, Spot +4. Feats: Combat Casting, Craft Wondrous Item, Heighten Spell, Improved Initiative, Iron Will, Scribe Scroll.
Languages: Common, Draconic, Dwarven, Elven, Giant.
Wizard spells (4 / 5 / 4 / 4 / 3): 1st – change self, charm person, identify, mage armour, magic missile, silent image, sleep, unseen servant; 2nd – bull’s strength, darkvision, detect thoughts, invisibility, knock, levitate, locate object, rope trick, web; 3rd – blink, dispel magic, fireball, hold person, invisibility sphere, Leomund’s tiny hut, major image, slow, suggestion, water breathing; 4th – arcane eye, charm monster, fire shield, minor creation, polymorph other, polymorph self, wall of ice.
Possessions: bracers of armour +6, staff, light crossbow, case & 12 bolts, ring of feather-falling, rod of wonder (17 charges), scroll (polymorph self (7th)), scroll (darkvision, levitate (7th)), scroll (knock x3 (7th)), 2 standard spellbooks, large spell component pouch, standard equipment (max 200 gp).

Perin Bolger (“Perry”), male halfling rogue 8
SZ 2 ft 9 in. (38 lbs); HD 8d6+16; hp 47; Init +3; Spd 40 ft*; AC 17 (+1 size, +4 Dex, +2 leather); Atk: dagger +11/+6 (1d4+4) [19-20/x2]), composite shortbow +11/+6 (1d6, 70 feet [x3]); SQ halfling racial abilities, sneak attack +4d6, evasion, uncanny dodge; AL N; SV Fort +5, Ref +11, Will +4; Str 14, Dex 19, Con 14, Int 13, Wis 12, Chr 13.
Skills: Appraise +6, Balance +6, Climb +13, Disable Device +11, Escape Artist +6, Hide +15, Intuit Direction +4, Jump +15*, Listen +10, Move Silently +17, Open Lock +12, Pick Pocket +10, Search +11, Spot +5, Swim +2, Tumble +9, Use Magic Device +5, Use Rope +5. Feats: Dodge, Mobility, Spring Attack.
Languages: Common, Dwarven, Halfling, Goblin.
Possessions: leather armour, +2 dagger (+3 vs Large-sized or bigger creatures), mw composite shortbow, quiver & 20 arrows, bag of holding (35 lbs/1000 lbs/150 cu. ft.), boots of striding & springing*, ring of darkvision (30 ft), standard equipment (max 200 gp worth).

Appendix 2: New Magic Items

Amulet of Meta-Spell Influence: This item allows its wearer to enhance a spell as if through one of the following metamagic feats: Empower Spell, Enlarge Spell, Extend Spell, Heighten Spell, or Maximize Spell — but rather than preparing the spell at a higher level than it is, the caster may sacrifice another spell slot of the requisite number of levels to power the enhanced spell.  For example, to use Empower Spell – which normally requires the affected spell to be prepared in a slot 2 levels higher than that spell normally is – a caster may sacrifice a 2nd-level spell slot instead. The spell to be affected must actually be prepared while wearing the amulet, and thus the amulet cannot be used by sorcerers or bards.  The amulet functions only once per week.  
   Caster Level: 8th; Prerequisites: Craft Wondrous Item, Empower Spell, Enlarge Spell, Extend Spell, Heighten Spell, Maximize Spell, Rary’s mnemonic enhancer; Market Price: 25,000 gp.

Amulet of Sendings: This beautifully crafted and jewelled item allows an arcane spell user to cast sending, even if that spell is not known to the wearer, by “channeling” a 5th-level spell slot through the amulet. The amulet has no limit to the number of times per day it may be used, but can only be used by wearers capable of casting 5th-level arcane spells.
	Caster Level: 9th; Prerequisites: Craft Wondrous Item, Heighten Spell, sending; Market Price: 23,000 gp.