I modded it heavily also - stats, obviously (I'm running 4e), but also story elements. I used the cutlists, the wererats, the baron and the old dwarven woman, but mixed in plot elements from other modules (Thunderspire Labyrinth, Heathen, Night's Dark Terror, the Bloodtower from Open Grave) and took things in a different direction: the PCs stopped the coup, but have found themselves in a tricky political balancing act between the Baron and the Patriarch of the town.
Huh, I kept the Fair, the wererat attack, the wererats in the bell tower, the baron and his "visitor", the cultist book store, and the evil clerics attacking the temple. I dropped the rest of the non-outsider bad guys, and added two groups of more conventional foes:
1) Caravan mercenaries who have an excuse to come together with the Fair (thus the timing of the coup). They are followers of a certain famous mercenary featured prominently in Dragon. They are all from a devil-worshipping country that was conquered a few years ago, and they've been plotting for comeback, starting here.
2) Allied goblinoids (inspired by barghests being in the original module) who are working as mercenaries for the other guys. This would be the Red Hand organization, doing some freelancing to raise money and destabilize things before their own big push.
The PC's have been interacting with both foes for several adventures now, but they aren't quite sure who they are. All very Greyhawk -- multiple, competing bad guys and "wheels within wheels".
I also added a plot element that the evil clerics need to sacrifice 13 divine caster levels worth of folks in descretating the temple, to activate a rift and draw in the devils featured in the module (and then some, since I made this a higher level module).
The Bell Tower plays a more critical role, as the plotters are keeping their timing to when it rings (not figured out yet, I think) and it's how the militia should be summoned if they want to do that (as Lt. Shella is now suggesting), so there's good reasons it will eventually be investigated.
Also, the new player who joined is playing the daughter of Bishop Gonphin, and there's rumors of a political split between him and the Baron.
It's slow (via email), but very fun so far. Right now, the baddies have attacked the fair, and the PC's have discovered it seems to be inside job, and just discovered the usual Town Guards are missing, replaced by seasoned veterans with lots of scars and bad attitudes.
