TEXT: Based on the original DUNGEONS & DRAGONS
  ® rules created by E. Gary Gygax and Dave Arneson and the new DUNGEONS & DRAGONS game designed 
  by Jonathan Tweet, Monte Cook, Skip Williams, Richard Baker, and Peter Adkison. 
   
  This game product contains no Open Game Content.  No portion of this work may be reproduced in any form without 
  permission of the author.  To learn more about the Open Gaming License and the d20 system license, please visit 
  www.wizards.com/d20 
   
  DUNGEONS & DRAGONS, D&D, GREYHAWK and RPGA are registered trademarks of Wizards of the Coast, Inc. 
  LIVING GREYHAWK is a trademark of Wizards of the Coast, Inc.  ALL RIGHTS RESERVED. This scenario is 
  intended for tournament use only and may not be reproduced without approval of the RPGA Network.  
   
  SHE3-03 
   
   
   
   
   
   
  Shades of Gray 
   
  A Continuous Two-Round D&D LIVING GREYHAWK
  ®  
  Sheldomar Valley Meta-Regional Adventure 
  Version 1.2 
   
  by Christopher Day and Daniel Kassiday 
   
   
  A trail of brutally mauled bodies leads to dark secrets of Geoff’s past.  Bodies of humans, elves, gnomes, and even orcs 
  have been found.  Legends say an unnatural hound has peacefully haunted the Stark Mounds for over a hundred years.  
  Why has it turned to destruction now?  Portents indicate that Ur-Flan magic has been unleashed somewhere in the 
  Stark Mounds.  Is the answer a doom from the past, the key to salvation, or both?  A Sheldomar Valley meta-regional 
  adventure for APLs 6 to 12. 
  
  SHE3-03 Shades of Gray 
   
  Page 2 
  Introduction 
  This is an RPGA® Network scenario for the Dungeons & 
  Dragons® game. A four-hour time block has been allocated 
  for each round of this scenario, but the actual playing time 
  will be closer to three and a half hours. The rest of the time 
  is spent in preparation before game play, and scoring after 
  the game. The following guidelines are here to help you 
  with both the preparation and voting segment of the game. 
  Read this page carefully so that you know and can 
  communicate to your players the special aspects of playing 
  an RPGA scenario.  
   
  Preparation 
   
   
   
   
   
  First you should print this scenario. This scenario was 
  created to support double-sided printing, but printing it 
  single sided will work as well. There is enough room along 
  the inside margin to bind the adventure, if you desire.  
  Read this entire adventure at least once before you run 
  your game. Be sure to familiarize yourself with any special 
  rules, spells, or equipment presented in the adventure. It 
  may help to highlight particularly important passages.  
  When you run an RPGA D&D adventure we assume that 
  you have access to the following books: the Player’s 
  Handbook, the Dungeon Master’s Guide, and the Monster 
  Manual. We also assume that you have a set of dice (at least 
  one d4, d6, d8, d10, d12, and d20), some scrap paper, a 
  pencil, an RPGA scoring packet, and your sense of fun. It is 
  also a good idea to have a way to track movement during 
  combat. This can be as simple as a pad of graph paper and a 
  pencil, as handy as a vinyl grid map and chits, or as 
  elaborate as resin dungeon walls and miniatures. 
  Instruct the players either to prepare their characters now, 
  or wait until you read the introduction, depending on the 
  requirements of the scenario as described in the 
  introduction.  
  Keep in mind that you must have at least three players (not 
  counting the DM), for the game session to be a sanctioned 
  RPGA event. As well, you cannot have more than six 
  players participating in the game. 
  Once you are ready to play, it is handy to instruct each 
  player to place a nametag in front of him or her. The tag 
  should have the player’s name at the bottom, and the 
  character’s name, race, and gender at the top. This makes it 
  easier for the players (and the DM) to keep track of who is 
  playing which character. 
  The players are free to use the game rules to learn about 
  equipment and weapons their characters are carrying. That 
  said, you as the DM can bar the use of even core rulebooks 
  during certain times of play. For example, the players are 
  not free to consult the Dungeon Master’s Guide when 
  confronted with a trap or hazard, or the Monster Manual 
  when confronted with a monster.  
  Some of the text in this scenario is written so that you may 
  present it as written to the players, while other text is for 
  your eyes only. Text for the players will be in gray boxes. 
  It’s strongly recommended that you paraphrase the player 
  text instead of reading it aloud. Some of this text is general 
  and must be adapted to the specific situation or to actions 
  of the player characters. 
   
  Scoring 
   
   
   
   
   
  After the players have completed the scenario or the time 
  allotted to run the scenario has run out, the players and 
  DM score the game. The RPGA has three ways to score its 
  games. Consult your convention coordinator to determine 
  which method to use for this scenario: 
  1. 
  No-vote scoring: The players write their names and 
  RPGA numbers on the scoring packet grid. You fill 
  in the top of the grid. That is all. No one is rated. 
  This method is used for people who are just playing 
  for fun. 
  2. 
  Partial scoring: The players rate the game master and 
  the scenario on their player voting sheet, and 
  provide personal information, but don’t vote for 
  other players. The game master rates the scenario 
  and completes personal and event information, but 
  does not rate the players as a team or vote for players. 
  This method is used when there is no competition, 
  but the event coordinator wants information on how 
  the game masters are performing, or the game 
  master wants feedback on his or her own 
  performance. 
  3. 
  Voting: Players and game masters complete the 
  entire packet, including voting for best player. If this 
  method is used, be sure to allow about 15-20 minutes 
  for the players to briefly describe their characters to 
  the other players, and about 5-10 minutes for voting. 
  This method is used when the players want to know 
  who played the “best” amongst the group, or when 
  the adventure is run in tournament format with 
  winners and prizes.  
  When using voting, rank the players in order of your 
  voting choice while they are completing their forms, so 
  that you are not influenced by their comments on your 
  abilities. It’s a good idea to have the players vote while you 
  determine treasure and experience awards for the scenario.  
  
  SHE3-03 Shades of Gray 
   
  Page 3 
  # of Animals 
  Mundane 
  Animals Effect on 
  APL 
  1 
  2 
  3 
  4 
  1/4 & 1/6 
  0 
  0 
  0 
  1 
  1/3 & 1/2 
  0 
  0 
  1 
  1 
  1 
  1 
  1 
  2 
  3 
  2 
  2 
  3 
  4 
  5 
  3 
  3 
  4 
  5 
  6 
  4 
  4 
  6 
  7 
  8 
  5 
  5 
  7 
  8 
  9 
  6 
  6 
  8 
  9 
  10 
  CR of Animal 
  7 
  7 
  9 
  10 
  11 
  After voting, give the Scoring Packet to your event 
  coordinator.  
  This is a LIVING 
  GREYHAWK 
  Adventure.  As a 
  LIVING adventure it 
  is 
  expected 
  that 
  players bring their 
  own characters with 
  them.  If players do 
  not have a LIVING 
  GREYHAWK 
  character generated, 
  get a copy of the 
  current 
  LIVING 
  GREYHAWK 
  character generation 
  guidelines, 
  and 
  a 
  character sheet from 
  your 
  convention 
  coordinator or the 
  RPGA Web site, ant then have any players without a 
  character create on.  Once all players have a LIVING 
  GREYHAWK character, play can begin. 
  Along with the other materials that you are assumed to 
  have in order to run a D&D game, it is also recommended 
  that you have a copy of the LIVING GREYHAWK 
  Gazetteer. 
  Living Greyhawk Levels of Play 
   
   
  Because players bring their own characters to LIVING 
  GREYHAWK games, this adventure’s challenges are 
  proportioned to the average character level of the PCs 
  participating in the adventure. To determine the Average 
  Party Level (APL): 
  1. 
  Determine the character level for each of the PCs 
  participating in the adventure. 
  2. 
  If PCs bring animals that have been trained for 
  combat (most likely being war horses, dogs trained 
  for war), other than those brought by virtue of a class 
  ability (i.e. animal companions, familiars paladin’s 
  mounts, etc) use the sidebar chart to determine the 
  number of levels you add to the sum above. Add each 
  character’s animals separately. A single PC may only 
  bring four or fewer animals of this type, and animals 
  with different CRs are added separately. 
  3. 
  Sum the results of 1 and 2, and divide by the number 
  of characters playing in the adventure.  Round to the 
  nearest whole number. 
  4. 
  If you are running a table of six PCs, add one to that 
  average. 
   
  By following these four steps, you will have 
  determined the APL. Throughout this 
  adventure, APLs categorize the level of 
  challenge the PCs will face. APLS are given in 
  even-numbered increments. If the APL of your 
  group falls on an odd number, ask them before 
  the adventure begins whether they would like 
  to play a harder or easier adventure. Based on 
  their choice, use either the higher or the lower 
  adjacent APL. 
  APL also affects the amount of experience you 
  may gain at the end of the adventure. If your 
  character is three character levels or more 
  either higher or lower than the APL this 
  adventure is being played at, that character will 
  receive only half of the experience points 
  awarded for the adventure. This simulates the 
  face that either your character was not as challenged as 
  normal, or relied on help by higher-level characters to 
  reach the objectives. 
  Note: LIVING GREYHAWK adventures are designed for 
  APL 2 and higher. Three or four, or sometimes even five 
  1
  st-level characters may find difficulty with the challenges 
  in a LIVING GREYHAWK adventure. If your group is 
  APL 1 there are three things that you can do to help even 
  the score. 
  1. 
  Attempt to create a table of six 1
  st-level characters, or 
  try to enlist higher-level characters to play at that 
  table. 
  2. 
  Advise characters to buy riding dogs to help protect 
  them, and fight for them. All riding dogs are 
  considered trained to attack. PCs who want their 
  dogs to attack must succeed at a Handle Animal or 
  Charisma check (DC 10). Failure indicates that the 
  animal will not attack that round. This is a free 
  action (spoken command) that may be attempted 
  each round. If an animal loses half or more hp in a 
  single round it flees, unless another check is 
  successful. 
  Time Units and Upkeep 
   
   
   
  This is a standard two-round Meta-Regional adventure, 
  set in the Sheldomar Valley.  Characters native to the 
  Sheldomar Valley (Meta-Region One) pay one Time Unit 
  per round, all others pay two Time Units per round.  
  Adventurer’s Standard Upkeep costs 12gp per Time Unit. 
  
  SHE3-03 Shades of Gray 
   
  Page 4 
   Rich Upkeep costs 50gp per Time Unit.  Luxury Upkeep 
  costs 100gp per Time Unit. 
  Is It a Full Moon?  
  Since the hazards of lycanthropy are a current part of the 
  LIVING GREYHAWK campaign, it may be necessary to 
  determine if this adventure takes place during a full 
  moon.  For game purposes, the full moon lasts three days 
  of each month. For a given scenario that does not state 
  the phase of the moon, roll 1d10 before play begins. On a 
  result of 1, the first day of the scenario is a night of the 
  full moon (roll 1d3 to determine where in the sequence 
  of three nights it falls). 
  Adventure Background 
  Shades of Gray is set in the Grand Duchy of Geoff and 
  the Stark Mounds. The adventure begins outside the 
  gates of the fortified town of Preston in the wee hours of 
  the morning in the summer of CY 593.  At this time, a 
  strong force of giants and their humanoid minions hold 
  the Grand Duchy’s capitol city of Gorna.  An army from 
  Keoland has been sent to assist Geoff in its attempt to 
  retake Gorna, and it is about to start marching.  
  Unfortunately, the most direct route for the Keoish army 
  is across the Stark Mounds.  The Stark Mounds have been 
  inhabited, for at least 140 years, by nearly 5,000 undead 
  swordwraiths.  If a clear path is not found or created, the 
  Keoish army will take heavy casualties prior to the Battle 
  of Gorna as well as be seriously delayed.  Even with the 
  full support of the Keoish army the battle for Gorna 
  promises to be a very close battle. 
  Additionally, the town of Preston’s garrison has been 
  reduced to its lowest level since it was liberated.  Unusual 
  occurrences near Preston are not being investigated due 
  to a lack of personnel. 
  Tales of a huge gray hound dog inhabiting the western 
  reaches of the Stark Mounds can be traced back at least 
  140 years.  These tales always describe the hound as sad 
  but friendly; a help to travelers in the region; and an 
  avenger that strikes at the giants and their minions. 
  The 
  stories 
  of 
  the 
  hound 
  changed 
  drastically 
  approximately four months ago and began to spread 
  quickly.  The tales are no longer obscure.  These local 
  stories tell of a crazed monstrous hound assaulting orc, 
  human, elf, and gnome and leaving only torn bodies 
  behind it.  The hound was recently sighted near Preston.  
  This is a considerable distance from its “traditional” 
  territory. 
  Five months ago, the arcane researchers and intelligence 
  officers of the giant army analyzed some papers seized 
  years ago for the first time.  The papers include hints and 
  clues to the creation and control of the swordwraiths.  
  Unbeknownst to Geoff and its allies, a manor house in 
  the Stark Mounds, west of Gorna, was refurbished and 
  outfitted by a special operations squad under the 
  command of a very powerful giant arcanist.  The rituals 
  used to create and control the swordwraiths require Ur-
  Flan magic.  To avoid being turned into undead or 
  otherwise cursed themselves, the giant arcanists used a 
  powerful runic geas spell to enslave their most powerful 
  captive wizard and force him to research the rituals.  The 
  giants left some skilled but expendable minions to guard 
  the captive wizard.  The giants hope to gain control of the 
  swordwraiths and use them against the Grand Duke’s 
  army. 
  The swordwraiths in the Stark Mounds fight all evil 
  humanoids and people from Keoland.  Gnomes and Gyri 
  are not harmed or attacked.  Each swordwraith possesses 
  two spirits; one is the trapped Keoish soldier who is in 
  constant torment and the second that of the dark 
  possessing spirit.  If destroyed, the dark spirit is released 
  and the Keoish soldier’s mortal soul is utterly destroyed 
  and never reaches everlasting bliss in the higher planes.  
  If the spell can be ended, the dark spirit loses its hold 
  over the victim and the victim’s soul passes into the 
  appropriate afterlife. 
  Four months ago, the enslaved gnome wizard, Jorry, 
  made a breakthrough.  He twisted his orders sufficiently 
  so that he was able to use the giant’s humanoid minions 
  as test subjects.  These subjects are released after the 
  experiments are done to help spread the curse and 
  evaluate its ability to aid the giant army. 
  The test subjects remain able to infect others with Ur-
  Flan magic.  This magic is the Rite of Possession that 
  binds a swordwraith spirit to a living creature.  The initial 
  ritual inserts multiple dark spirits into the subject.  One 
  spirit wrests control of the body from the innocent 
  victim.  That victim can, in turn, pass along the others 
  that inhabit that body.  One passes with each touch.  
  Once under the influence of the Rite of Possession a 
  living creature eventually turns into a swordwraith.  Only 
  those victims originally possessed by multiple wraiths 
  can spread the affliction by touch.  Once they turn into 
  swordwraiths or are killed they are no longer 
  “contagious.”  Unlike the existing swordwraiths, the 
  newly created swordwraiths attack anything living 
  except other creatures undergoing the transformation 
  into swordwraiths. 
  As a result, some stories about new swordwraiths 
  wandering the Stark Mounds are beginning to spread.  
  The new ones are notable for three reasons: 1) they are 
  moving, 2) they attack anything living they come across, 
  
  SHE3-03 Shades of Gray 
   
  Page 5 
  and 3) they might be orc, giant, or other humanoid in 
  addition to the usual mix of human or elf. 
  The Hound, Ian, was an associate of Vargalian, the high 
  mage of Geoff that created the original swordwraiths.  He 
  is infected by a dark spirit and has to stay in hound form 
  to stop himself from turning into a swordwraith.  He had 
  been observing Jorry’s work in the hopes that the gnome 
  would find a cure.  Once he realized that the 
  experimental victims were spreading the corruption, Ian 
  took action.  He began slaying anyone possessed to 
  prevent an Ur-Flan epidemic.  Thus the innocents he is 
  attacking are actually swordwraiths waiting to happen. 
  About Preston 
  Preston is a town in Geoff recently liberated from the 
  giant invaders.  The giants built large earthen walls 
  around the original town.  The town is located on the 
  edge of the Oytwood and the Javan River.  It is slowly 
  becoming a trading center in addition to its current 
  purpose of a military staging area.  Within the last few 
  days, 90% of the soldiers stationed at Preston have begun 
  marching towards Gorna, Geoff’s former capitol city. 
  As a result there are no horses or other animals left in or 
  near the town that can be used for transportation.  The 
  few remaining horses are for use only by the Army of 
  Liberation and will not be made available to the PCs.   
  Additionally, the giants have done something to make 
  extra-planar travel quite precarious for many miles 
  surrounding Gorna.  Anyone attempting ethereal jaunts, 
  teleports, shadow walk, blink, plane shift, or other such 
  spells are shunted to a random empty spot in the city of 
  Istivin in Sterich.  This extra-planar interference affects 
  everywhere west of Preston that is mentioned in this 
  module.  South of the Stark Mounds or 10 miles deep 
  into the Crystalmists (well past the Keep of Storm 
  Mountain) the interference ends.  This applies 
  throughout the entire scenario.  If a player tries to cast a 
  spell of that nature, warn them what the likely outcome 
  will be if they make a Spellcraft check (DC 15).  Oddly, 
  dimension door is not affected by this effect. 
  Adventure Summary  
  The theme of this adventure, as is quite obvious from the 
  text, is that not every person is good or evil.  Good people 
  sometimes do evil things – sometimes with the best of 
  intentions.  Sometimes evil persons do good things.  The 
  major NPCs in this module such as Burkan, Vargalian, 
  Ariel, and Jorry are strong examples of such moral 
  conflicts. 
  These NPCs set up various ethical dilemmas that the 
  party must face.  This is the essence of this module – not 
  the brutal battles or the extensive traveling (although 
  those play a part as well.)  It is up to the DM to make 
  those dilemmas interesting. If the DM simply lets a party 
  choose a moral path without complicating the moral 
  issues, he is not doing his job.  An example would be the 
  final decision in which they get to choose to release the 
  wraiths forever, or turn the wraiths upon the enemy 
  occupiers of Gorna to save the lives of thousands.  If they 
  quickly choose one option, point out the arguments on 
  the other side so they can at least understand the 
  ramifications of their actions. 
  In this adventure, the Hound begins the action.  The 
  Hound kills those persons cursed by the swordwraiths 
  unleashed by Jorry the Gnome.  The PCs must track 
  down the source of the current evil possessive magic in 
  Round One.  They experience various encounters that 
  give them further clues as to what is occurring.  One such 
  incident is an ethical dilemma in which they are 
  presented the choice between trying to heal Steffan (who 
  hosts a swordwraith and will soon become one) or let 
  him die so that more clues are revealed to the party and 
  Burkan. 
  Later, they find the gnome, Jorry and learn what they can 
  from him and his documents.  It is clear that they must 
  go to the source of the original swordwraiths.  The 
  original source is Vargalian’s keep known as the 
  Mountain of Storms.  There is a map showing its 
  approximate location in the documents Jorry has access 
  to in the manor.  Befriending Ian the Hound makes it 
  much easier to find the keep.  Another ethical dilemma 
  presents itself.  Jorry asks that they party kill him to stop 
  him in his work.  He is a good person, forced against his 
  will to work evil and there is no other way out. 
  Round Two consists of getting to the keep, exploring it 
  and finding out about the tragedy that befell Vargalian 
  and his arcane associates.   
  Once they have defeated Vargalian, who is undead and 
  quite mad, they are faced with a choice: free the soldiers 
  that were turned into swordwraiths or use the 
  swordwraiths to attack Gorna.  If a swordwraith is killed 
  by violence, the soul of the original person is destroyed as 
  the dark spirit is destroyed.  If the soldiers are set free by 
  a breaking of the Rite, then their souls are free to 
  peacefully depart this world, reincarnate, etc.  If the 
  swordwraiths are used to assault Gorna thousands of lives 
  in the Grand Duke’s army and his allied forces are saved; 
  however’ it also destroys the souls of the men that 
  Vargalian turned into swordwraiths. 
  
  SHE3-03 Shades of Gray 
   
  Page 6 
  Important Notes:  All major NPCs have character notes 
  in Appendix II.  Understanding the motivations and 
  strategies of the major NPCs is vitally important in this 
  module. 
  Because of the many role-playing opportunities in this 
  adventure, it has the possibility of running very long.  If 
  you are running the adventure in a situation that has a 
  time limit (such as a convention or gameday), please try 
  to keep to the time estimates given for each encounter.  
  This will help you get through the adventure in 
  approximately eight hours. 
  Introduction 
  (10 minutes) 
  The adventure begins in the village of Preston (see DM 
  Aid: Map #1 for a map of the major locations in this 
  scenario).  Ask the players to decide on a reason they 
  traveled to Preston but ask them not to reveal their 
  reason until it becomes appropriate, if it ever does.  Use 
  the suggestions below to spur their imagination.  Find 
  out if any of them were traveling together.  Unless they 
  were traveling together, the first time they meet is likely 
  to be at the Smiling Frog Inn. 
  Suggested reasons for why the PCs have come to Preston: 
  � to become involved in Geoff’s attempt to throw 
  the giants out of its capitol city of Gorna; 
  � to track down and stop the monstrous hound 
  haunting the Stark Mounds; 
  � to trade with the elves of the Oytwood (since 
  the Oytwood was cleared Preston has begun to 
  become a trading center because of its location 
  on the river and proximity to the elves); 
  � any personal reason they can come up with on 
  their own; 
  � or in response to orders or information from a 
  meta-organization. 
  The walled town of Preston was nearly deserted when 
  you arrived late last night.  While still acting mostly 
  as a military outpost, Preston is growing now that the 
  Oytwood is clear of giants.  One of the first 
  permanent buildings not used by the military was a 
  tavern that has since grown to be an inn.  The Smiling 
  Frog is the only inn inside the walls of Preston. 
  Conversation with the keeper of the Smiling Frog 
  Inn confirmed that the majority of the garrison has 
  been mobilized for the upcoming assault to take 
  Geoff’s capitol, Gorna, back from the giants.  The little 
  conversation that took place in the common room is 
  grim.  Rumors say that scouting reports indicate 
  Gorna might be too well defended.  If Geoff wins the 
  battle, even with all of its allies, it will be with heavy 
  losses. 
  In any event, you have heard that the few soldiers 
  remaining behind to garrison the fort have never seen 
  combat and are quite inexperienced.  Aside from a 
  few merchants you are the only occupants of the inn. 
  At this point, allow the party to introduce themselves to 
  each other and talk for a bit.  If they go too long and you 
  need to get the action moving, have the barkeep close up 
  the common room for the night and hurry the PCs to 
  bed.  Unless the PCs specify some other action they 
  should be asleep when the next event occurs. 
  In the wee hours of the morning, have the PCs make 
  Listen checks (DC 5).  If successful, the PCs awake to 
  hear: 
  “Monsters!  Murder!  Marauders!” 
  A very loud alarm bell ringing awakens you fully.  
  Shouts continue from the streets, “Monsters!  
  Murder!  Marauders!”  It is still dark outside.  Only 
  the flickering light from torches carried by a few 
  soldiers running towards the gate comes through the 
  front window of the Smiling Frog. 
  Assuming that the PCs mobilize and proceed to the gate 
  go immediately to Encounter One. 
  If the PCs Don’t Proceed to the Gate 
  If the players try to stay in bed or otherwise ignore the 
  alarm the innkeeper pounds on all the guests’ doors and 
  tells them an officer of the Army of Liberation has 
  summoned them.  If they are hanging around outside the 
  Inn or anywhere else not on the way to the gate, Burkan 
  spots them (wherever they may be) and approaches.  
  Either way they should have been forced into Burkan’s 
  presence.  
  A short man in well-fitting clothes calls out to you.  
  "You there.  You look capable enough.  Come with me 
  immediately.  We have a situation at the gate."  The 
  man has a dark purple armband with several stripes 
  tied around his upper left arm.  He is obviously 
  addressing you, the adventurers present, not the 
  cowering merchants that were also staying at the Inn. 
  PCs who are members of the Army of Liberation 
  immediately recognize the armband.  It designates the 
  wearer as a member of the Cyvrin – the arcane branch of 
  the Army of Liberation.  PCs not part of the Army of 
  Liberation can make that connection with a successful 
  Knowledge (local – Geoff or Sheldomar Valley) check 
  
  SHE3-03 Shades of Gray 
   
  Page 7 
  (DC 10), a Bardic Knowledge check (DC 15), or an other 
  appropriate Knowledge check (DC 15). 
  Burkan refuses to give the PCs any details until they 
  reach 
  the 
  site 
  of 
  the 
  investigation.   
  Proceed to Encounter One. 
  Encounter One: 
  Bodies on the Road 
  (20 minutes) 
  If Burkan is with the party, change the box text as 
  necessary.  Normally Burkan arrives after the PCs have 
  had a chance to examine the scene on their own. 
  As you head to the gate, the alarm bell stops ringing, 
  but you can see a small mob of obviously 
  inexperienced soldiers milling around Preston’s 
  western gate.  With Preston’s military might 
  elsewhere, they are frightened and disorganized. 
  It is early morning and still quite dark out.  It's clear 
  that the soldiers at the gate are trying to figure out 
  what to do and are standing about with weapons at 
  the ready. 
  Two half-elven rangers have just died 1,000 feet outside 
  of Preston’s western gate.  The PCs can easily push past 
  the soldiers to see the mangled bodies on the road 
  beyond the gate.  If Burkan is with the party, he pushes 
  through the crowd to reach the corpses.  When the PCs 
  reach the scene of carnage, read the following. 
  In front of you are what used to be two Gyric 
  Rangers, or Olwythi as they are called in Geoff.  The 
  two are mercifully dead; their horrendous wounds 
  would 
  undoubtedly 
  be 
  agonizing. 
   
  A 
  quick 
  examination indicates some clawed and fanged beast 
  attacked them.  Their throats are shredded and large 
  pieces of armor have been torn from their bodies.  
  Many of their wounds are on their backs and legs. 
  There is a large amount of blood on the road and 
  surrounding vegetation.  It appears almost black in 
  the lantern light.  Four huge bloody paw prints are 
  clearly visible. 
  What Happened at the Gate 
  The two rangers were scouts in the Olwythi gan Gyruff of 
  Geoff’s Army of Liberation.  There were five people in 
  their patrol when they left Preston going southwest 
  toward the Stark Mounds.  They encountered a force of 
  orcs only two days out from Preston. 
  The orcs were victims of the Rite of Possession as 
  performed by Jorry Goldsworth (see Appendix II).  Some 
  of the orcs had already turned into swordwraiths and the 
  others would have changed shortly.  The Olwythi killed 
  all the orcs.  But the Rite of Possession also cursed them.  
  After a brief rest they began to burn the dead orcs.   
  It was then that a monstrous gray hound, Ian (see 
  Appendix II) attacked and killed three Olwythi.  The two 
  remaining rangers, using all their skills and equipment, 
  were able to evade the hound until they were in sight of 
  Preston’s gate.  That was when Ian finally caught them 
  and tore their throats out.   When Ian was sure the 
  rangers were dead and the danger of spreading the 
  wraiths was over he headed back to the Stark Mounds. 
  Examining the Scene 
  It is still dark out.  The PCs need a good light source to 
  see anything below with a DC above 10. 
  The PCs may take a moment to look around the area.  A 
  successful Spot check gets all of the information at that 
  DC and lower: 
  • 
  DC 5: One ranger is male and the other female.  
  Whatever killed these two didn't discriminate 
  because of gender. 
  • 
  DC 10: A large beast has seriously mauled both 
  bodies.  They have no wounds other than those 
  made by tooth and claw. 
  • 
  DC 12: The dead rangers have no weapons in 
  their hands or near their bodies. (DM Note: 
  This is because they were running as fast as 
  possible and already discovered that their 
  weapons couldn’t hurt the hound.) 
  • 
  DC 15: The PCs note that they have belt 
  pouches, but the backpacks that all Olwythi use 
  are missing. 
  • 
  DC 20: The soldiers standing about have 
  accidentally brushed away some of the 
  footprints.  One soldier with reddish hair is 
  obliviously standing on part of the male 
  Ranger’s tracks, completely obscuring them.   (If 
  reprimanded, they quickly do as they are told by 
  anyone that speaks with a tone of authority.) 
  • 
  DC 25: At first it appears that there are two sets 
  of hound prints, further examination reveals 
  that the beast leapt a large distance during the 
  fight indicating great physical prowess. 
  
  SHE3-03 Shades of Gray 
   
  Page 8 
  The PCs may wish to thoroughly search the bodies.  A 
  successful Search check gets all of the information at that 
  DC and lower: 
  • 
  DC 10: There is an empty vial in the man’s belt 
  pouch.  It once contained a magical potion.  
  There are several stoppers in the pouch also. 
  • 
  DC 12: The woman had a wand tucked into her 
  belt.  If the PCs investigate with magic, they can 
  identify it as a wand of cure light wounds.  It has 
  no charges left. 
  • 
  DC 16: The woman has kept a log in a small 
  book with tiny, scrawling handwriting.   The 
  first entry is from four days ago and the second 
  entry from two days ago.  Because of the poor 
  penmanship, the PCs need a successful 
  Decipher Script check (DC 8 + the APL) or a 
  comprehend languages spell to read the entries. 
  o First entry: “Left Preston early in the 
  morning.  We don’t expect to 
  encounter any enemy patrols.  The 
  army will likely draw most of their 
  raiding parties away from Preston.  
  Ah well, orders are orders.” 
  o Second entry:  “Encountered a 
  raiding party of orcs.  It’s disturbing 
  they were this far east.  Most were 
  easy to kill.  A few were … 
  something is coming …” 
  • 
  DC 20: One of the rangers has written orders in 
  a scroll case.  Unfortunately the case was 
  opened and the orders mostly obscured by 
  blood.  However, the signature on the orders is 
  Burkan.  And they appear to be orders for 
  scouting in the Stark Mounds.    Regrettably, 
  prestidigitation of the letter cleans off the blood 
  but removes the ink as well. 
  When Burkan arrives he notices that the orders have 
  been found, if the PCs have not concealed the orders.  If 
  Burkan spots the orders he claims them immediately. 
  • 
  DC 25: The scouts’ names are on the inside of 
  their armbands.  The man was named Kendall 
  and the woman was named Rose. 
  The PCs may wish to search for tracks.  A successful 
  Wilderness Lore check (for those with the Track feat) 
  gets all of the information at that DC and lower (for those 
  without the Track feat, Search checks are permitted for 
  information at DC 10 or lower): 
  • 
  DC 0: The PCs automatically made this check 
  when they walked up.  Several footprints of a 
  giant hound are clearly visible in the bloody 
  dirt. 
  • 
  DC 10: The rangers were not running up the 
  road but were coming in from the southwest 
  through the woods. 
  • 
  DC 15: The tracks of a hound lead southwest 
  from Preston, but disappear after several 
  hundred feet.  (DM Note: This was the spot that 
  Ian began to use his pass without trace ability.) 
  • 
  DC 20: It is obvious that the rangers were 
  running full speed toward the gates of Preston.  
  The hound’s prints can be traced back and 
  indicate the Hound was pursuing them for 
  some time before rushing in to attack.  
  • 
  DC 25: From the layout of the bodies, it is clear 
  the woman was killed first and the man died a 
  few seconds later. 
  If the PCs use divination magic at the scene, they can 
  learn the following: 
  • 
  A detect magic spell reveals there was strong 
  magic on the bodies before death.  It is fading 
  fast.  So detection spells cast earlier see stronger 
  magic than those cast later in the investigation.  
  A Spellcraft check (DC 20) reveals that the 
  magic has necromantic and transmutation traits. 
   A Spellcraft (DC 25) reveals that the magic is 
  oddly corrupted.  It is unclear what this 
  indicates.  
  • 
  A detect evil spell reveals there is evil present 
  on the bodies.  (If they intentionally scan 
  Burkan they might notice he radiates slight evil, 
  assuming he is present during the scan.)  The 
  evil is also scattered more diffusely around 
  where the rangers’ blood is visible and on the 
  surrounding vegetation even more weakly.  The 
  evil (other than Burkan’s) is also fading. 
  • 
  A detect undead spell reveals that there might 
  have been some undead taint present on the two 
  rangers but this effect is fading quickly. 
  • 
  If the PCs have detected magic or undead on 
  the bodies then, with a successful Knowledge 
  (arcana), Knowledge (undead) or Knowledge 
  (Old Faith) check (DC 20 + the APL), the PCs 
  realize that the necromantic magic has Ur-Flan 
  roots. 
  
  SHE3-03 Shades of Gray 
   
  Page 9 
  Burkan of the Cyvrin Arrives 
  Give the parties a little time to make the above checks 
  and investigate the scene.  Then have Burkan come out of 
  the gate and interrupt.  Adjust this section if Burkan 
  accompanied reluctant PCs to the crime scene. 
  A short man approaches with an authoritative air.  He 
  is accompanied by one of the gate sentries.   The man 
  has a dark purple armband with several stripes tied 
  around his upper left arm.  The man addresses you all 
  sternly, “Hold there!  Be careful with those bodies or 
  you will contaminate the evidence!” 
  If the PCs have not been careful with the tracks, Burkan 
  adds: 
  The man strides up to the bodies, “Look, you’ve 
  already brushed out some tracks.  I pray there are no 
  other clues damaged by your clumsiness.” 
  PCs that are in any military organization of Geoff, 
  Keoland or the Gran March instantly recognize the 
  armband as the mark of the “Cyvrin” or Arcane Corp of 
  the Gyric Army of Liberation.  Such men are a power 
  unto themselves, regardless of their rank.  This one is a 
  Braichdyn, but ranks are rather blurry inside of the 
  Cyvrin.  Other PCs can know this knowledge with a 
  Knowledge (Geoff) check (DC 15).  If no one knows this 
  information, have one of the guards standing about 
  whisper to his fellows, “hush, its one of the Cyvrin!” 
  The man walks slowly about the bodies, being very 
  careful where he steps.  He pauses and casts some 
  form of spell (Spellcraft DC 15 to realize it is detect 
  magic).  After concentrating for a few moments, he 
  looks at each of you, still concentrating upon his 
  spell.  He then removes a notebook from his belt and 
  begins scratching some notes into it. 
  The man addresses you.  “You may call me Burkan.  As 
  you can see some foul beast has killed these Olwythi 
  (ole-weeth-ee).  No doubt the murderous giants or 
  their sniveling orcish minions sent it.  But . . . there 
  may be more here than is apparent to the naked eye.” 
  “I’ll be pursuing the beast.  I need an escort.  
  Normally, I would take some of the soldiers with me, 
  but only a few unskilled warriors occupy Preston.  
  The rest have marched to retake Gorna.  Are you 
  interested in coming?”   
  If they answer “yes”, Burkan conducts a brief “interview” 
  to see if the adventurers are qualified. 
  Tell me a bit about yourselves.  If you aren’t up to the 
  task I will have to deplete Preston’s remaining 
  garrison more than would be wise.” 
  Burkan is looking for skilled adventurers that won’t be a 
  liability.  However, he can “make use” of liabilities if 
  necessary.  Have the players introduce themselves.  
  Burkan tries to draw them out if they are too terse.  After 
  the interview Burkan says, 
  “So, will you accompany me and assist in the 
  investigation of this foul beast?” 
  If the PCs agree to assist he asks them to help him 
  examine the scene of the hound attack.  Skip down to the 
  Talking to Burkan at the Scene section. 
  If the PCs refuse, Burkan shows to them a writ indicating 
  that he is on official Gyric business and that Burkan 
  should receive cooperation from those that are loyal to 
  the Grand Duke. High Mage Abinar, a servant of Grand 
  Duke Owen, signed it.  See Burkan's description in 
  Appendix II for the text of the writ. 
  Burkan outranks any Geoff PC present but does not give 
  orders to the PCs.  The PCs must go on the mission 
  voluntarily.  If they still refuse, Burkan tries to embarrass 
  them into joining him (e.g., I didn’t realize you 
  adventurers were so cowardly?  Oh, do you care only for 
  yourselves?). 
  If the PCs Refuse to Help 
  Burkan says “I am quite disappointed.  How could you 
  turn your back on hunting such a vicious killer?  I 
  guess you aren't the heroes I thought you were.  I will 
  give you a few hours to reconsider. Where will I be 
  able to find you?”  
  Soldiers escort the PCs back to town.  The soldiers 
  escorting them talk amongst themselves and make 
  comments about the PCs cowardice and the need for 
  everyone to do their part in these desperate times.  
  Unless the PCs change their minds, the adventure is over 
  for them. 
  Some party members might not wish to travel with him 
  because Burkan is evil (paladins, some clerics, and 
  others).  If the PCs inquire with their churches or orders, 
  they are instructed to accompany Burkan, watch him 
  carefully, and ensure he does not commit any evil acts. 
  Paladins are restricted by their code of conduct from 
  associating with evil characters.  However, they are also 
  required to obey legitimate authority.  In this instance, 
  paladins may accompany Burkan to accomplish a single 
  goal that is for the common good of the Sheldomar 
  without violating their class requirements. 
  If they change their minds and decide to accompany 
  Burkan they can still accompany him.  However, once 
  they leave, they do not get a chance to continue their 
  
  SHE3-03 Shades of Gray 
   
  Page 10 
  examination of the scene of the attack as the bodies have 
  been taken away and any tracks obscured.  
  Talking to Burkan at the Scene 
  Assuming that the PCs have agreed to assist him on his 
  investigation, Burkan is willing to talk to them about the 
  two slain Olwythi. 
  Burkan observes, “These two are Olwythi that left 
  Preston recently to scout the Stark Mounds.  They 
  were not due back for several days yet.  They were 
  part of a larger patrol. 
  They seem to have been killed by physical means.  
  Though there is a lot of magic lingering from spells 
  no longer in effect.” 
  Burkan adds the following comments; alter this text 
  according to how this encounter unfolded:  
  “I've talked to the sentries.  They said they saw a giant 
  hound kill these two.  I've heard rumors like this 
  before – a giant hound killing our people.  At least the 
  beast attacks those vicious, stinking orcs and giants as 
  well.” 
  If Burkan came with the PCs, he encourages the PCs to 
  talk to the sentries and find out what they saw. 
  If the PCs ask him about the hound (either now or after 
  talking to the sentries), he says: 
  “This beast purportedly lives in the Stark Mounds.  
  I've never heard of it leaving those bare hills before.   
  Something might be amiss – something that could 
  impact our army that marches to Gorna even as we 
  speak.” 
  When the PCs have exhausted their inquiries with 
  Burkan, you can go to either the Talking to the Sentries 
  or Dawn Comes sections as appropriate. 
  Talking to the Sentries 
  If the PCs talk to the sentries at the gate, they must make 
  a successful Diplomacy check (DC 5 + the APL) to gain 
  any sort of information.  Members of the Army of 
  Liberation, the Knights of the Watch, any other 
  Sheldomar Valley military meta-organization, or a lawful 
  good church get a +4 circumstance bonus on their 
  Diplomacy and Gather Information checks here. 
  If there are no members of a military meta-org in the 
  party give them a slightly rougher time.  The soldiers in 
  Preston generally are not highly skilled or polished, 
  which is why they were left on garrison duty.  They are 
  also jealous of the glory and wealth adventurers tend to 
  have.  
  The sentries at Preston’s gate heard the fight and arrived 
  too late to assist.  One of them did claim to have seen an 
  unnaturally large gray hound dog.  The sentries sounded 
  the general alarm, and immediately sent a runner to 
  summon help.  A healer and Burkan responded.  Since 
  the two rangers are dead, the healer has returned to the 
  village. 
  If they try to gather additional information from the 
  sentries, deliver the rumors below from several different 
  soldiers.  They tend to gather around the PCs as their 
  activities look more interesting than what they should be 
  doing.   A successful Gather Information check gets all of 
  the information at that DC and lower: 
  • 
  DC 10: I wonder how the Keoish Army will get 
  past the swordwraiths in the mounds.  If they go 
  around they might arrive at Gorna too late. 
  • 
  DC 12: Simon, the fella over there, is the one 
  that said it was an animal of some kind.  Simon 
  ain’t the brightest tindertwig in the pack, if you 
  know what I mean.   
  • 
  DC 14: The patrol left 4 days ago.  Whatever 
  they ran into wasn’t far from here. 
  • 
  DC 16: All those Cyvrin are creepy.  I don’t 
  know, different than the wizards you see 
  performing magic tricks in a bazaar.  They only 
  left two behind.  One is really fat and slow, but 
  don’t get him angry.  He’s good with battle 
  spells.  The other one is a total patriot.  If he 
  could do it by force of will, he would blast all 
  the giants into pieces by himself.  He’s the one 
  out there now. 
  • 
  DC 18: I heard they left the smaller Cyvrin here 
  because he got obsessed with hurting the orcs 
  and giants.  Apparently his unit had to drag him 
  away from the last battle when they were 
  ordered to move.  Heard the lad lost a wife and 
  child during the invasion. 
  Dawn Comes 
  The sun comes up at last as you finish examining the 
  scene of the brutal slaying.  Burkan instructs you, “I 
  will meet you at the Inn a few hours from now.  Make 
  any preparations you think are appropriate; if possible 
  become familiar with the Stark Mounds; and try to 
  learn what you can about the abilities and weaknesses 
  of swordwraiths.  It is likely we will encounter 
  swordwraiths during our travels and investigation.  
  Additionally, I will rely on you to decide about our 
  method of travel and general strategy for avoiding the 
  enemy patrols.”   
  
  SHE3-03 Shades of Gray 
   
  Page 11 
  If any in the party succeed at a Sense Motive check (DC 
  10) tell them that: You notice that whenever this man 
  refers to the giants or their servants, his tone becomes 
  filled with hate and malice. 
  When the PCs start asking around town for information, 
  proceed to Encounter Two. 
  Encounter Two: 
  Research and Rumor 
  (15 minutes) 
  After investigating the scene, the PCs have a few hours to 
  gather information from the residents of Preston.  As 
  always, the PCs must ask appropriate questions to receive 
  the relevant answers, do not just give them this list of 
  information. 
  DM Note:  The players also have a limited amount of 
  time to gather this information.  Limit this section to a 
  maximum of approximately 15 minutes before Burkan 
  comes and gathers the party to head into the wilderness.  
  You must move the PCs through this encounter quickly 
  to complete the adventure on time.  
  The PCs may be curious as to whom they should speak.  
  To help them decide, a Gather Information check (DC 
  10) identifies the following as being good sources of 
  information: 
  • 
  A quartermaster in the Army of Liberation; 
  • 
  A local bard; 
  • 
  A gnome from the Stark Mounds; 
  • 
  The Shrine of Allitur; 
  • 
  The villagers. 
  The PCs may only have enough time to speak to a few of 
  these sources.  After that, Burkan is ready to leave the 
  village, start hunting the hound, and investigate what 
  happened to the rangers. 
  Army of Liberation  
  They find Barton, the Army of Liberation quartermaster 
  working at the provision exchange in Preston.  He is very 
  busy and a bit gruff when approached.  He was friendly 
  with Rose and mention of the deceased rangers helps to 
  draw him out.  Especially if the PCs let him know they 
  are going to assist Burkan. 
  He knows the following that he shares with the PCs 
  during the course of a conversation.  Sprinkle the 
  following comments in any conversation with Barton: 
  • 
  The man was named Kendall and the woman 
  was named Rose.  The others in the unit were 
  Nados, Schuster, and Obscuri. 
  • 
  All of them were disappointed to be left in 
  Preston rather than accompanying the army to 
  Gorna. 
  • 
  They headed to the southwest but they could 
  have been going anywhere.  
  • 
  They were loaded down with supplies and I 
  heard that they drew heavily on the arcane 
  reserves before they departed. 
  • 
  We had all heard some pretty strange rumors 
  about the Mounds the last few weeks.  Burkan 
  seemed to be excited by something in the 
  rumors.  He’s a bit hard to read though, being a 
  wizard and all. 
  • 
  Well I heard there was some new kind of 
  undead wandering around out there.  I also 
  heard there were a giant hound killing people.  I 
  guess the second was true. 
  Speaking with the Local Bard 
  When the PCs return to the Smiling Frog Inn they find 
  breakfast waiting for them.  There is also a bard, Rhys of 
  the Ash, in the common room that they can consult.  If 
  there is also a bard in the party then the player can know 
  some of the more useful information with a sufficient 
  Bardic Knowledge check (of course this can occur 
  whenever the player asks). 
  Rhys knows the following that he shares with the PCs 
  during the course of a conversation.  Sprinkle the 
  following comments in any conversation with him: 
  • 
  Keoland last marched an army through the 
  Stark Mounds 143 years ago.  This was in 
  response to the Grand Duke of Geoff’s alleged 
  murder of a Keoish Herald and a failure to send 
  troops to assist Keoland. 
  • 
  Keoland would have successfully conquered 
  Geoff 143 years ago if the swordwraiths had not 
  appeared.  As the Keoish soldiers died against 
  the walls of Gorna, their bodies arose as 
  swordwraiths that immediately attacked their 
  living Keoish brothers.  As more fell, more 
  swordwraiths rose until the entire army was 
  obliterated to a man. (PCs who make a 
  successful Knowledge (history – Keoland, 
  Geoff, or Sheldomar Valley) check [DC 15] can 
  
  SHE3-03 Shades of Gray 
   
  Page 12 
  refer to the LGG entry on Geoff for more details 
  on Keoland’s attempted invasion of Geoff.) 
  • 
  Tales of the Hound of the Mounds began 
  shortly after the war with Keoland was over. 
  • 
  Tales of the Hound of the Mound killing people 
  began only in the last few months and have 
  generally started in the west and have been 
  moving east. 
  • 
  143 years ago the High Mage of Geoff was 
  named Vargalian and it is rumored that he was 
  involved in the creation of the swordwraiths. 
  • 
  No one ever found out for sure if the Grand 
  Duke of Geoff 143 years ago was responsible for 
  killing the Keoish Herald.  Bards serving the 
  royal family claim that the Duke was surprised 
  and outraged that the herald had been killed.  
  Nonetheless it was felt that admitting that he 
  failed to protect the herald in his capitol city 
  made the Grand Duke look weak and this was 
  considered worse than upsetting the King of 
  Keoland. 
  • 
  Vargalian, the Grand Duke Arnod's Archmage, 
  was supposed to have had his own keep 
  somewhere in the foothills of the Crystalmist 
  Mountains.  It has never been found. 
  • 
  Some of the earliest songs about the Hound 
  were quite fanciful.  It must have been over a 
  hundred years ago that those tales were first 
  told, however.  Apparently the gnomes 
  attributed all manner of good deeds to this dog.  
  He rescued children who fell down wells, drove 
  off orcs, and even helped deliver lambs when 
  necessary.  Ah well, those were some great 
  songs. 
  Local Gnome 
  There are gnomish merchants and travelers in Preston 
  who can be consulted about the Stark Mounds: 
  The gnome the players find while seeking information is 
  Moddelle Grainbasket Chairwright (PC gnomes know 
  this information without visiting the gnome on a 
  successful Knowledge (local – Geoff) check [DC 10]).  
  Moddelle is a middle-aged gnome merchant that sells 
  very nice chairs and other furniture.  His cousins are the 
  actual carpenters.  He likes talking to people, especially if 
  they at least pretend to be interested in his furniture. 
  Moddelle knows the following that he shares with the 
  PCs during the course of a conversation.  Sprinkle the 
  following comments in any conversation with him: 
  • 
  Larger 
  gnomish 
  settlements 
  are 
  always 
  concealed by illusions. 
  • 
  The giants and their servants leave the Mounds 
  alone mainly because of the swordwraiths. 
  • 
  The swordwraiths are creepy but don’t bother 
  gnomes. 
  • 
  The Mounds have always been a place of magic. 
   There used to be more human wizards poking 
  around before the swordwraiths came.  Some 
  were friendly and some weren’t, just like normal 
  people. 
  • 
  The Hound has been a good omen for at least 
  the last century and half – until now that is. 
  Shrine to Allitur 
  If they go to the church of Allitur in Preston: 
  The church is apparently of recent construction but it 
  is of exceptional quality and pays homage to the 
  architecture of Geoff from before the invasion.  
  Inside are a very old man and a young man.  The old 
  man is teaching a group of young children about 
  Geoff’s customs and history. 
  The cleric is the old man and he is named Coel.  He is old 
  and slightly incapacitated but he still has a sharp mind 
  and a fervent belief in doing things right.  The younger 
  man is his assistant and is being trained as a cleric.  It 
  would not be proper for him to speak while his elder is 
  holding a conversation and so he remains silent. 
  Coel knows the following that he shares with the PCs 
  during the course of a conversation.  Sprinkle the 
  following comments in any conversation with him: 
  • 
  The swordwraiths are abominations, born of the 
  most diabolical of sorceries.  Now that we are 
  allied with King Kimbertos it would be proper 
  to eliminate the swordwraiths when the battle 
  for Geoff is over and the giants have been 
  appropriately chastised. 
  • 
  Pursuing the Hound is the appropriate task for 
  you all. Why else would you have arrived after 
  the army moved on? 
  • 
  Burkan is a proper patriot; but bear in mind, bad 
  things happened to him during the invasion.  
  His wife was killed and eaten and it’s rumored 
  that he was fed the remains of his son before he 
  escaped from a prison camp. 
  
  SHE3-03 Shades of Gray 
   
  Page 13 
  • 
  The Cyvrin corps is necessary to win this war.  
  However, 
  be 
  wary! 
  Their 
  methods 
  are 
  unnatural. 
  • 
  We haven’t cleared the swordwraiths out of the 
  Mounds because the undead that roam are a 
  greater hazard than the relatively sedentary 
  swordwraiths.  Someday after the giants have 
  been vanquished we can clean up the Mounds. 
  • 
  The swordwraiths never attack anyone of true 
  Flan ancestry or gnomes of the Stark Mounds. 
  • 
  Most undead are completely without a soul.  
  There 
  are 
  hints 
  and 
  rumors 
  that 
  the 
  swordwraiths might be different -- perhaps 
  acting as undead prisons for the souls that used 
  to rightfully inhabit the bodies. 
  Talking to the Villagers 
  If the PCs try to talk to people in the village, spread these 
  rumors amongst the following NPCs: 
  • 
  Peredur the Cobbler, who is slightly drunk;  
  • 
  Ceiros, an old herbalist woman that is slightly 
  spooky but has some of the more accurate 
  rumors;  
  • 
  Tocka, the former shepherd who is sad because 
  all his sheep were eaten by the giants (now he 
  works for the Smiling Frog as a groom for the 
  horses; he also has a cousin who has some nice 
  sheep near Niole Dra);  
  • 
  Brunis, a strange foreign guy (go with a bad 
  accent of some kind) who is quite suspicious 
  looking (he is a barber); etc.  Remember the 
  villagers are scared, something bad has just 
  happened (as indicated by the alarm), and some 
  have torches, pitchforks, and other dangerous 
  objects at hand. 
  If they want to use the Gather Information skill let them 
  make rolls.  However, allow them to role-play contact 
  with the locals as well (and make sure they get a feel for 
  how scared the townsfolk are): 
  • 
  DC 20:  All the rumors. 
  • 
  DC 15:  Six rumors. 
  • 
  DC 10:  Four rumors. 
  • 
  DC 5:  Two rumors, preferably the more 
  outlandish rumors like #6 from a paranoid 
  person or #8 delivered by Tocka.  If they had a 
  low skill check but become involved in role-
  playing allow the conversation to build as 
  described 
  above 
  and 
  give 
  them 
  more 
  information. 
  The rumors are: 
  1. 
  The Cyvrin corps is using Ur-Flan magic and 
  summoned up a demon dog.  It’s a huge gray 
  hound with glowing red eyes, huge fangs and 
  claws. 
  2. 
  The giants captured some students and an 
  instructor from the gnomish arcane academy.  
  Those poor lads. 
  3. 
  During the Keoish invasion 140 years ago 
  several leading Gyri arcanists disappeared under 
  mysterious circumstances. 
  4. 
  Frost giant wizards watch me all the time, 
  waiting for me to make a mistake. 
  5. 
  The young fellow, Burkan, is such a nice young 
  man.  Very hard working. I'm sure that with 
  people like him working for us we'll drive those 
  bloodthirsty monsters out of Geoff soon. 
  6. 
  Long ago there was a hound that protected 
  people traveling in the Stark Mounds.  Recently 
  it had a huge fight with a demon and became 
  possessed.  Now it hungers for blood and souls 
  and is tired of eating orcs and gnomes! 
  7. 
  I bet the dog was just protecting them.  Of 
  course no one’s seen the Hound of the Mounds 
  in recent memory but back when I was a lad… 
  well there was one story about a little feller that 
  fell down a well, and the hound pulled him out. 
   Poor dog probably just got there too late before 
  those folk got eaten. 
  8. 
  Scouts are reporting that there’s a great evil 
  stirring in the mounds!   
  Preparing to Leave 
  After the players are done tapping sources for relevant 
  information Burkan arrives at the Smiling Frog Inn and 
  they can discuss their plan for the upcoming journey.   
  Ask the party what their decisions are regarding these 
  questions:   
  1. 
  Will you take mounts with you or not? 
  2. 
  Will you leave immediately (during the day) or 
  wait until nighttime? 
  3. 
  Will you travel stealthily and slowly or speedily 
  and openly?   
  
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  Page 14 
  On their way out of the town gates read the following:   
  As you are about to pass through the gates of Preston and 
  begin your journey one last interruption occurs.  A 
  soldier stationed at the gates hands Burkan a scroll.  
  Burkan’s face is grim when he finishes reading the 
  report.  Burkan hands the report back to the soldier, 
  “That was the latest scout report on Gorna.  It’s bad -- very 
  bad.  The giants have reinforced Gorna.  According to the 
  estimates the battle will be very hard fought even if the 
  troops arrive from Keoland in time.  If we win the battle, 
  there may not be enough of us left to hold Gorna against 
  those savages.” 
  Proceed to Encounter Three. 
  Encounter Three: 
  On the Trail of the Hound 
  (15 minutes) 
  Once they are out of town and underway (after several 
  hours of travel): 
  Burkan announces, “Now that we are away from the 
  village, you need to know more about this problem.  
  There were hints that some sort of Ur-Flan magic had 
  affected the rangers before they were killed.  That 
  means that an apprentice or priest of Vecna could be 
  involved.  If things go badly, it is crucial that 
  someone escape to make a report to my superiors in 
  Hochoch.   If we can possibly solve the problem 
  ourselves, then we must try. Allowing this type of 
  corruption to fester was Geoff’s downfall in the past.” 
  Burkan is willing to answer questions about necromancy, 
  Ur-Flan magic, and Vecna.  He says that Ur-Flan magic is 
  a corrupt form of necromantic magic.  Ironic that even 
  necromancy can be made more corrupt. 
  See the LGG, page 186, for the entry on Vecna.  Anyone 
  making a Knowledge (religion) or Knowledge (arcana) 
  check (DC 10) knows that Ur-Flan magic is usually 
  attributed to Vecna and can read the LGG information on 
  Vecna.  Burkan is thoroughly familiar with Vecna’s 
  background. 
  Finding the Ranger Patrol 
  Burkan and your party travel towards the Stark 
  Mounds following the trails left by the hound and its 
  now dead victims. 
  See the PH for the standard speeds for overland travel.  
  The PCs are on a trail through a forest.  The PCs move at 
  half speed while tracking, plus half speed again for 
  passing through the forest.  Give the PCs Player 
  Handout #1, which is a map of the Stark Mounds. 
  PCs with the Track feat must make a Wilderness Lore 
  check (DC 10 + the APL) twice per day or lose the trail.  If 
  no one in the party has the Track feat, they automatically 
  lose the trail twice per day.  If the trail is lost, the PCs 
  may spend an hour searching for the trail, after which 
  they automatically find it again. 
  After the PCs travel approximately 40 miles, they get 
  close to the edge of the Oytwood: 
  Like many other days in Geoff, it is overcast and it 
  rains sporadically.  The rain drips through the leaves 
  and soaks into your clothes and boots. 
  After several hours of travel you come across the 
  scene of a fight.  The footpath through the edge of the 
  Oytwood is bloodstained and littered with broken 
  weapons.  You can see part of an Olwythi armband.  It 
  is torn and splattered with mud and blood. 
  Nearby are about half-a-dozen orc bodies and a corpse 
  of a hill giant.  Their inert forms are filled with 
  arrows identical to arrows carried by Gyric soldiers 
  and rangers. 
  The PCs are likely to want to search the area.  On a 
  successful Search check (DC 10) they find the remains of 
  the rangers: 
  Eventually you locate three bodies deep in the 
  underbrush that probably were the other members of 
  the missing patrol.  Some beast tore their throats out, 
  much like the rangers killed at Preston.  Animals or 
  insects have gnawed on them since then. 
  Performing a Heal Check (DC 15) reveals that the smaller 
  wounds occurred after death. 
  These are the remains of the other members of the 
  Olwythi unit.  All of the rangers were tainted with the 
  Rite of Possession when they slew the orcs.  The rite did 
  not complete because the rangers perished by the fangs 
  and claws of Ian the Hound.  Since they did not turn to 
  swordwraiths, no evil is detected.   However, each of the 
  bodies has faint necromantic magic lingering on each of 
  them. 
  Following the Tracks 
  PCs can find three different groups of prints here. 
  The first is the trail of the two rangers the PCs have been 
  trailing to this site.  It is obvious that they were members 
  of this same group of Olwythi – for a total of five rangers. 
  Before this combat, the rangers had come from 
  somewhere to the southwest –deeper in the Stark 
  
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  Page 15 
  Mounds.  PCs with the Track feat who make a successful 
  Wilderness Lore check (DC 10 + the APL) find the trail of 
  the rangers coming from the southwest. 
  The second sets of prints are from Ian the Hound.  PCs 
  with the Track feat that search for tracks (Wilderness 
  Lore DC 10 + the APL) find Ian's prints leading from the 
  ambush (following the two rangers).  The PCs cannot 
  find Ian's prints leading to the ambush.  Also, his prints 
  leading away from the ambush site disappear after several 
  hundred feet. 
  The third sets of tracks are from the orcish patrol, also 
  coming from the Stark Mounds.  There were six orcs in 
  the patrol as well as one giant.  These tracks can 
  automatically be found. 
  Burkan pushes for the PCs to follow the trail of the orcs 
  and giants, since they were likely the source of the evil 
  magic that tainted the rangers.      
  No matter which path the party chooses, they all lead to 
  the next encounter.  Proceed to Encounter Four. 
  Encounter Four: 
  The Cursed Giant 
  (15 minutes) 
  You have been traveling for several days through the 
  Stark Mounds.  The Stark Mounds earn their name.  
  The hills are covered in grass and rock and small 
  shrubs.  There are no trees to block the wind that has 
  become your most common companion.  It whistles 
  through the winding combs of the Mounds.  The tall 
  grass waves back and forth like a dark green sea. 
  The following encounter happens about 35 miles 
  southwest of the battle between the rangers and orcs 
  described above.  See the PH for the standard speeds for 
  overland travel.  The PCs are in trackless hills. 
  If the PCs are following the orcish trail, they need only 
  make a successful Search check (DC 10) to follow the 
  trail (or Wilderness Lore DC 10 for those with the Track 
  feat).  If PCs are following the trail of the rangers, those 
  with the Track feat must make a successful Wilderness 
  Lore check (DC 15 + the APL) or lose the trail.  If the trail 
  is lost, the PCs may spend an hour searching for the trail, 
  after which they automatically find it again. 
  When the PCs have traveled about 40 miles, read the 
  following: 
  It’s an hour after sunrise on the [fill in number of days 
  for your party here] day since you left the comforts of 
  Preston.  In the distance you see a frost giant.  It 
  appears to be fleeing from something.  Its strides are 
  unsteady, and once in awhile it turns and hurls a rock 
  at something behind it. 
  With a successful Spot check (DC 20), the PCs see the 
  following: 
  There is a shadowy outline that is flickering into and 
  out of existence around the giant.  The giant itself 
  appears to be solid and real. 
  A squad of Olwythi purse a giant cursed by the Rite of 
  Possession.  The PCs notice the Olwythi rangers if they 
  approach the giant.  If the PCs ask Burkan what to do, he 
  shrugs. 
  If they approach:  
  As you get closer you can see that there are men 
  following the giant and they pause periodically and 
  unleash a volley of arrows at it.  As you get closer you 
  can see that the men have closed with the giant who 
  sprouts arrows like it was a porcupine.  The giant 
  drops over, dying from its many wounds.  The man 
  closest to it drives his long sword into its throat; 
  apparently not confident it was indeed dead. 
  If they hang back and observe: 
  Suddenly the giant stops and turns to face its 
  pursuers.  After a few seconds the giant falls to the 
  ground probably dead.  A figure next to the dead or 
  dying giant appears very tiny at this distance but is 
  probably a man.  He appears to stab it in the throat 
  with a longsword; apparently not confident the giant 
  was indeed dead before. 
  After they approach:  
  The giant lays dead.  All that remains is to see if the 
  people that killed it require assistance or have 
  information of relevance.  In the distance a hound 
  howls mournfully. 
  Burkan leads you over to the dead giant and greets 
  the men.  They are a patrol of Olwythi that were on 
  the way back to Preston.  Fortunately none of them 
  were seriously wounded.  Shortly after arriving on the 
  scene Burkan casts a detect magic spell.  After a few 
  moments of studying the giant corpse and the patrol a 
  strange expression crosses Burkan’s face. 
  If any of the players ask to make a Sense Motive check on 
  Burkan let them (opposed by Burkan’s Bluff check).  
  Success reveals Burkan has just found something that 
  excites and frightens him.  As soon as the expression 
  occurs he conceals it:  
  A few moments later Burkan says, “No one touch the 
  dead giant for a few minutes.  It was under some sort 
  
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  of spell which is fading.”  He turns and points at the 
  man that cut the giant’s throat, “What is your name?” 
  The man responds, “Steffan, sir!”  He salutes Burkan 
  having recognized Burkan’s rank insignia. 
  Burkan says, “Steffan, scout the perimeter I don’t 
  want to be interrupted before we’re done with our 
  investigation.”  
  After Steffan is out of apparent listening range 
  Burkan says more, “The rest of your patrol is to move 
  at best speed to Preston and deliver a sealed report 
  from me on our progress.  No one is to touch or come 
  into contact with Steffan.  There is a foul 
  enchantment about him and I believe I am the best 
  qualified to determine what it might be.  It’s best that 
  you don’t endanger yourselves until I make that 
  determination.” 
  If the PCs want to they can question the patrol and find 
  out the following (presuming they are polite and 
  respectful, or they inform the patrol that they are on a 
  special mission for Burkan, or anything else reasonable 
  but make the players work for this information): 
  • 
  They followed the frost giant.  They were 
  surprised it was moving east and was alone. 
  • 
  The giant became unstable the longer they 
  followed it. 
  • 
  Only Steffan got close enough to touch the 
  giant before it was dead. 
  • 
  They have heard a hound howling in the 
  distance the entire time they have been on this 
  patrol. 
  • 
  They had heard of older soldiers that claimed to 
  have been saved from orcs, gnoll, and giant 
  attacks by a huge gray hound. 
  • 
  They also heard of new swordwraiths rising.   A 
  gnome scout claimed to have seen shadowy orcs 
  moving through the mounds at a distance.  It 
  looked like they were adding more with each 
  passing night. 
  Examining the frost giant can reveal: 
  • 
  The giant no longer has a weapon. 
  • 
  It carried a bag that has fresh (for a giant) 
  looking meat in it that has not been touched in a 
  day or more.  The meat is almost certainly from 
  a sheep judging by the bits of wool attached to 
  it. 
  Before Steffan returns, Burkan provides a written report 
  to the rest of the soldiers and orders them to head for 
  Preston.   
  When Steffan returns Burkan informs him that his skills 
  are needed and that he will be accompanying the party.  
  In addition, he orders Steffan to search the giant's body.  
  Steffan does so and finds a note.  See Player Handout #2 
  for the text of the note. 
  After a brief rest Steffan informs them that he can clearly 
  follow the dead frost giant’s tracks if they want him to.  
  The giant came from the west.  If the party does not agree 
  to this by themselves, Burkan presses for this option.  
  When the PCs, Burkan, and Steffan follow the recently 
  deceased giant, proceed to Encounter Five. 
  Encounter Five: 
  Steffan’s Illness 
  (20 minutes) 
  The trail of the giant crosses some 50 miles of 
  uninhabited land in the Stark Mounds.  The trail leads 
  southwest.  See the PH for the standard speeds for 
  overland travel.  The PCs are in trackless hills. 
  On one of the nights of the PCs’ journey, as the PCs bed 
  down for the night, have them make Listen checks (DC 
  12).  If they succeed, they can hear the howling of a wolf 
  – or a dog – carried on the wind. 
  That night, have all characters that are taking a turn at 
  watch make a Spot check.  Have the person with the 
  highest Spot check see a wolf or a large dog standing on 
  the top of a nearby hill.  It is pale gray in the moonlight.  
  It is obviously watching the PCs intently.  If the PC 
  makes any threatening movement or attempts to point 
  the dog out to one of the other PCs, the hound disappears 
  into the night.  If the PC does nothing, the hound 
  disappears when a cloud passes in front of the moon. 
  After a couple days of this, Steffan starts to collapse under 
  the assault of the curse. 
  Many days pass as you travel further southwest, 
  deeper into the Stark Mounds.  As you walk, Steffan 
  slows down.  His skin is pale and his face gaunt.  
  Every few minutes he shakes his head violently as if 
  trying to get a stinging insect out of his hair.  Burkan 
  seems to be paying extremely close attention to 
  Steffan, occasionally taking notes in his small leather 
  bound journal.  Burkan has been observing Steffan 
  since you met him. 
  Hopefully the PCs want to figure out what is happening 
  to Steffan.  Burkan insists that Steffan must not be 
  
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  Page 17 
  touched.  A Heal Check (DC 25) allows any character 
  making the check to realize that Steffan has had these 
  same symptoms since you met him.  It was not until just 
  now that they became serious enough to be obvious. 
  If any player touches Steffan, despite the warning, have 
  them roll a Will save.  The save is just for show as Steffan 
  cannot pass on the Rite.  See Appendix III for details. 
  If the party insists on helping, as most would, Burkan 
  reveals certain facts about the condition from which 
  Steffan suffers.  This should indicate to the party that 
  Burkan has known all along what has been happening to 
  the young man.  Burkan reveals the following 
  information a little bit at a time: 
  • 
  Steffan has been cursed with some form of Ur-
  Flan magic. 
  • 
  The Ur-Flan magic cursing Steffan is similar to 
  the magic radiating from the giant’s dead body.  
  The magic on the giant probably began fading as 
  soon as it died. 
  • 
  The Ur-Flan magic is similar to the magic that 
  was radiating from the two victims’ of the 
  hound attack. 
  • 
  I believe that it is spread by contact.  Steffan was 
  cursed when he cut the giant’s throat. 
  • 
  I don’t know how to stop or delay the magic 
  affecting Steffan.  In any case, it’s important that 
  we discover how this magic progresses. 
  • 
  This soldier is our best chance to learn about 
  this magic. By observing how the magic 
  possesses him, we can determine the incubation 
  time and, if we are very lucky, some clue about a 
  means of stopping this magic.   
  • 
  Steffan is a soldier and is prepared to die for the 
  cause.  If we let this curse progress, we could 
  save thousands of lives if others also get this 
  curse.  If we cure him, who knows how many 
  might fall to this evil magic. 
  • 
  You can’t teleport him away because the giant 
  rune casters have done something to inhibit 
  extra-planar travel.  Besides, you won’t find a 
  cure fast enough to help him and you risk 
  destroying everything our Grand Duke has 
  fought for. 
  • 
  History texts state that the wraiths arose after a 
  soldier died at the Battle of Gorna 140 years ago. 
   Given this evidence, I am not certain that is 
  true.  We must learn everything about this 
  sickness. 
  If the party casts detect magic and is successful in reading 
  the type of magic, describe it as necromantic, but tinged 
  with something else.  A detect evil spell will reveal that 
  the magic is evil in nature and slowly growing stronger.  
  The information gained by a successful Knowledge 
  (arcana) or Knowledge (undead) check is: 
  • 
  DC 20: The Ur-Flan magic is powerful enough 
  that no magic that the party has will cure it. 
  • 
  DC 25: You think that the curse only works on 
  humanoids – it will not affect animal 
  companions, familiars, horses, etc. 
  • 
  DC 30: That which curses Steffan is slightly 
  different than the magic that cursed the original 
  swordwraiths.  
  A Heal check (DC 20) reveals that no healing spell, cure 
  disease, or remove curse will help Steffan.  Only a wish, a 
  miracle, or something unusual (that the party does not 
  have access to) can help him.  In fact, they sadly discover 
  that there is no one within Geoff (to their knowledge) 
  that can cure Steffan. 
  The decision for the party should be a difficult, heart-
  wrenching decision.  If the party quickly comes to the 
  defense of Steffan and tries to do everything they can to 
  help him, use all of Burkan’s logic to convince them that 
  it is a bad idea.  If they come to agree with Burkan right 
  away, then play up Steffan’s humanity – Steffan talks 
  about his wife and children and how much he misses 
  them.  
  The only other way the wraith’s possession can be 
  delayed in Steffan is to change him into some form of 
  animal/non-humanoid.   The spell only works on 
  humanoids (see the Rite of Possession in Appendix III).  
  The curse's progression halts for only as long as the 
  victim of the spell is in non-humanoid form.  As soon as 
  the victim changes back to humanoid form, the spell 
  continues to progress and the victim eventually dies and 
  rises as a swordwraith.  
  After the PCs have had some time to discuss the 
  implications of what is happening to Steffan, Ian the 
  Hound appears again: 
  As you climb past the rock and the low shrubbery, 
  you see the hound.  It is some distance away and 
  always staring at you.  It is enormous with a dark gray 
  coat.  There is something unsettling about the way it 
  is looking at you -- far too intelligent. 
  PCs can make a Sense Motive check (DC 5 + the APL) to 
  determine that Ian is looking right at Steffan.  The 
  Hound flees after a few moments or if the PCs make any 
  offensive action. 
  
  SHE3-03 Shades of Gray 
   
  Page 18 
  When the PCs decide to continue following the giant's 
  trail, proceed to Encounter Six. 
  Encounter Six: 
  The Enemy of My Enemy is Also 
  My Enemy 
  (30 minutes) 
  Steffan regains some strength after resting a little while 
  and encourages the party to continue with the mission.  
  After the PCs have marched about 60 miles, the PCs can 
  hear the sounds of battle in the distance: 
  Your travels are interrupted by a battle coming from a 
  shallow valley below you.  About 65 figures can be 
  seen fighting.  From this distance (about 1,000 feet) it 
  is hard to discern who is fighting whom.  Most appear 
  to be human-sized with one obvious exception.  There 
  is a towering silver haired frost giant swinging a great 
  axe like a giant scythe, sending bodies flying in every 
  direction. 
  As the party gets closer, assuming that the party does 
  nothing to distract the combatants from their melee, they 
  see the following: 
  As you watch, you see that orcs, ogres, and the frost 
  giant are in a heated fight with shadowy humanoid 
  warriors.  Amidst the clamor of the orcish axes and 
  the giant’s great axe, the shadowy forms are strangely 
  silent. The dark forms gracefully move amongst the 
  orcs and ogres.  Their black weapons cut into the 
  ogres and orcs, tearing at their bodies and their 
  spirits.  You notice an ogre’s face assume an 
  expression of horror when a shadowy sword cleaves 
  through it.  The ogre’s skin shrivels upon its body and 
  it collapses where it stands. 
  Anyone with ranks in Knowledge (local - Geoff or 
  Keoland) knows immediately that these creatures that 
  the orcs are fighting are swordwraiths.  A Knowledge 
  (history) check (DC 15) or other appropriate Knowledge 
  check (DC 15) also reveals that fact.  If they cannot figure 
  this out for themselves, have Burkan tell them. 
  DM Note: Swordwraiths are solid, not incorporeal, even 
  though they are surrounded by a dark shadowy outline. 
  If the PCs make moves to interfere, Burkan recommends 
  that they wait for the battle to work itself out.  After all, 
  both sides are enemies of Geoff: 
  The battle seems fairly even thanks to the frost giant’s 
  tree-sized great axe.  The orcs and ogres weapons 
  seem unable to penetrate the swordwraiths’ armor, 
  but the giant’s skillful swings crush a swordwraith 
  into oblivion with every other blow.  Currently the 
  swordwraiths outnumber the living creatures. 
  The party has a choice.  They can attempt to involve 
  themselves in the fight.  If the PCs do so, swordwraiths 
  break off and attack them.  The swordwraiths are the 
  group detailed below.  The remaining swordwraiths and 
  giants kill each other while the PCs are busy. 
  The party can continue to sit back and watch.  They can 
  approach to 100 ft. of the battle before they are noticed.  
  As long as they do nothing to interfere with the battle, it 
  lasts another minute or so: 
  The battle rages for several minutes.  One by one the 
  orcs and ogres fall under the soundless blows of the 
  swordwraiths until only the frost giant remains, 
  surrounded by its ghostly assailants. 
  Have the party members make a Knowledge (local – 
  Geoff or Keoland) check, Knowledge (history) check or 
  other appropriate Knowledge check (DC 15).  Those with 
  a successful check realize that the weapons being used by 
  these swordwraiths are not those of typical Keoland 
  soldiers that had risen as swordwraiths so many years 
  ago. 
  With a successful Spot check (DC 20), a player can see 
  that the shadow creatures are definitely not human in 
  their prior life, but were orcish.  This definitely is 
  different than what most historians report regarding the 
  swordwraiths. 
  The creatures, like a rush of cold wind, silently batter 
  at the towering giant whose bellows of rage echo 
  throughout the hills.  The huge greataxe shatters two 
  other wraiths into vapor before the giant warrior 
  slows, and finally topples heavily to the ground. 
  The battle echoes fade into a disturbing silence.  
  (pause)  The wraiths’ dark shadowy faces turn as one 
  to look in your direction. 
  DM Note: These are different than traditional sword 
  wraiths that typically only attack non-Flan/non-Gnome 
  individuals.  These swordwraiths attack any living 
  humanoid except ones under the influence of the Rite of 
  Possession!  Steffan is too weak to fight in this battle.  The 
  swordwraiths ignore him because he is under the affect 
  of the spell.  In fact, if you can, have the wraiths run right 
  past Steffan to attack others! 
  On the first round of battle, Steffan collapses under the 
  curse of the Rite of Possession.  Steffan is ghostly pale 
  and struggling to breathe.  He stumbles then recovers 
  briefly. Suddenly, he falls over seemingly lifeless. 
  Steffan remains seemingly dead for one round.  On the 
  third round of battle, Steffan rises as a swordwraith. 
  
  SHE3-03 Shades of Gray 
   
  Page 19 
  Steffan’s lifeless body jerks about slightly as if pulled by 
  an invisible string above him.  His skin, hair, clothing, 
  and equipment begin to lose their color.  He slowly turns 
  completely white.  Then, a spot of blackness appears 
  upon his chest and begins to grow.  Horrified, you see 
  that it is a black shadowy hand.  It begins crawling, 
  clawing its way all over Steffan’s body.  Where it passes, a 
  film of darkness settles onto Steffan’s remains like a black 
  silk shroud.  
  At last Steffan rises -- but not as himself.  He is a creature 
  of shadow and emptiness that glares at you with empty 
  eye sockets of hate.  The creature bears Steffan’s features, 
  clothing, and weapons, although now all of it is 
  comprised of hollow malice and corruption.  Steffan's 
  swordwraith immediately attacks the party. 
  APL 6 (EL 8) 
  � Orc Swordwraiths (2): hp 27 each; see Appendix 1. 
  � Steffan's Swordwraith: hp 36; see Appendix 1. 
  APL 8 (EL 10) 
  � Orc Swordwraiths (4): hp 27 each; see Appendix 1. 
  � Steffan's Swordwraith:  hp 54; see Appendix 1. 
  APL 10 (EL 12) 
  � Orc Swordwraiths (3): hp 27 each; see Appendix 1. 
  � Hill Giant Swordwraith:  hp 108; see Appendix 1. 
  � Steffan's Swordwraith: hp 72; see Appendix 1. 
  APL 12 (EL 14) 
  � Orc Swordwraiths (8): hp 27 each; see Appendix 1. 
  � Hill Giant Swordwraiths (3): hp 108 each; see 
  Appendix 1. 
  � Steffan's Swordwraith: hp 72; see Appendix 1. 
  Note:  Burkan does not fight, but takes notes and casts 
  detect magic.  Burkan has a great deal of experience with 
  studying Ur-Flan magic and gets a +5 competence bonus 
  to his Knowledge checks when analyzing Ur-Flan magic. 
  Treasure:  Unfortunately, none.  All equipment owned 
  by the swordwraiths (including Steffan) is fouled beyond 
  redemption by the Rite of Possession and cannot be sold 
  or used. 
  After the battle, let the PCs talk about what these strange 
  new swordwraiths are and what they might mean.  Use 
  Burkan to encourage discussion, but don't read the text 
  below as a long set of boxed text.  Sprinkle it throughout 
  the conversation with Burkan: 
  “What does this mean?  The swordwraiths can’t 
  reproduce.  I don’t understand.  Someone or 
  something might have learned Vargalian’s magic and 
  is duplicating the effects.” 
  “If we could learn this spell, it could ensure our 
  victory.  We could remove these giants from our land 
  and free Geoff!” 
  “We should find those that are responsible for this 
  and learn all of their secrets.  If we could control the 
  swordwraiths, we could turn them upon the giants 
  like we have seen here." 
  "If we can cast this spell on giants or their servants 
  going into Gorna it would spread throughout their 
  forces in the city. This magic could decimate the 
  enemy allowing the Army of Liberation to walk into 
  Gorna with minimal resistance and very few 
  casualties!" 
  While discussing the issue, have all the PCs make Listen 
  checks (DC 15).  For those that succeed, they hear a 
  hound baying mournfully.  Searching for the hound does 
  not succeed at this time.  The hound was actually stalking 
  Steffan.  He intended to kill Steffan to prevent the spread 
  of the Rite to others.  That is now no longer necessary. 
  Once the fighting has subsided, the PCs notice that the 
  giants were escorting several wagons.  The wagons are on 
  a faint trail leading south.  The wagons contain food and 
  other basic supplies only fit for giants or their minions. 
  If the PCs follow the wagon trail (no checks necessary), 
  they are led to the Hidden House in Encounter Seven.  
  The trail of the frost giant is lost on the road, leaving the 
  PCs with the wagon trail to follow. 
  Encounter Seven: 
  Heart of Lesser Darkness 
  (60 minutes) 
  You follow the wagon ruts for ten miles to a hidden 
  manor house.  The house is in a shallow valley.  It is a 
  large farm steading, obviously damaged in the 
  original invasion several years ago. 
  More careful observation reveals that some strategic 
  repairs had been made – all of the windows are 
  shuttered and barred.  At the rear of the house 
  appears to be an archer’s training dummy filled with 
  arrows.  Although it first appeared to be abandoned 
  and dead, you are beginning to have second thoughts. 
  
  SHE3-03 Shades of Gray 
   
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  The house was an abandoned steading that survived the 
  giant's invasion.  The giants have turned it into a prison 
  and laboratory for Jorry the Gnome and his research into 
  Ur-Flan magic.  See DM Aid: Map #2 for a layout of the 
  building. 
  The giants have torn down all of the buildings except for 
  the main farmhouse.  In addition, they have destroyed all 
  vegetation within 100 ft. of the farmhouse so entangle, 
  briar web, and other spells that rely on vegetation will 
  not work. 
  The giants then modified the farmhouse to suit their 
  needs.  The doors were made larger to accommodate the 
  giants and have been given stout bars to keep them shut.  
  The kitchen was turned into a laboratory.  In addition, 
  half of the upstairs was removed to give the giants 
  headroom.  Finally, the giants have boarded over the 
  windows on the first floor, leaving just a few cracks to see 
  out of. 
  Creatures on the second floor have three-quarters cover 
  (+7 to AC and +3 to Reflex saves).  Those on the first floor 
  have nine-tenths cover (+10 to AC and +4 to Reflex saves 
  [half damage for failed saves; no damage if successful]). 
  � Wooden Walls: 6 in. thick; hardness 5; hp 60; Break 
  DC 20; Climb DC 21. 
  � Boarded-Over Windows: 1 in. thick; hardness 5; hp 
  10; Break DC 15. 
  � Barred Wooden Doors: 1.5 in. thick; hardness 5; hp 
  15; Break DC 18. 
  The PCs are likely to assume (and correctly) that the 
  house is filled with giant forces.  Some parties may 
  approach with stealth, while others might choose an 
  open assault.  In either case, Burkan urges them to be 
  careful and not destroy any evidence that might help the 
  investigation!  Fireballs and similar spells tend to destroy 
  evidence! 
  The leader of the giant forces at the Hidden House is 
  Baktar, a hobgoblin wizard.  He is assisted by a variety of 
  hobgoblin shamans, hobgoblin archers, hill giants, and 
  ettins, depending upon the APL.  Baktar is ruthlessly 
  efficient and has developed a battle plan in case the 
  Hidden House is discovered. 
  Defenses of the Hidden House 
  The PCs will find it difficult to surprise Baktar and his 
  minions.  First, Baktar has placed an alarm spell (mental 
  alarm, caster level varies based on APL) on the wagon 
  trail that leads to the keep.  Additionally, his familiar is a 
  hawk, which keeps an eye on the area around the Hidden 
  House and takes brief flights.  Finally, the hobgoblins 
  archers are on the second floor of the Hidden House and 
  keep a watch in all directions. 
  Detect magic and other spells can be used to detect the 
  alarm.  If the PCs say they are looking for any animals 
  that look usual or are acting strange, they spot the 
  familiar with a successful Spot check (DC 10 + the APL).  
  The Spot check to spot the hobgoblin archers is opposed 
  by their Hide checks.  Since the hobgoblins have had 
  plenty of time to prepare, they can take 10 on this check.  
  Be sure to add one to the DC for every 10 feet of space 
  between the hidden guard and the PC. 
  Once Baktar is warned of the PCs coming attack, he 
  begin preparations for battle.  If the party gives him a 
  minute or so to prepare, he has all of his buff spells 
  already cast.  If the party gives him less time, or if they 
  were somehow surprised (unlikely) then assume that he 
  stops buffing himself to fight and the remaining buffs are 
  not in place.  The statistics in Appendix I are not 
  modified to take into account any buffing before combat. 
   Modify them as necessary. 
  Baktar casts mage armor and prepares to drink his potion 
  of haste and cast shield when the PCs approach.  When 
  the PCs get to within 100 ft. of the Hidden House, or the 
  PCs start using long-range attacks, he begins casting 
  spells.  Baktar prefers to begin with stinking cloud and 
  will cast several of them repeatedly to slow the PCs' 
  advance.  If it seems the house is under attack from 
  invisible forces he casts glitterdust to reveal their 
  positions. 
  Troublesome spellcasters are the target of a Melf's acid 
  arrow spell to force them to make Concentration checks. 
   If a PC spellcaster can easily make the Concentration 
  check (as in no spells are being ruined), Baktar uses more 
  acid arrows as needed.  .  If the arrows have a poor chance 
  of hitting, he uses glitterdust to blind opposing 
  spellcasters and archers.  If the PCs stay closely bunched 
  together, he casts fireball and ice storm.   However he 
  does want to avoid harming Jorry and his research at 
  almost any cost.  Baktar also wants to capture new 
  subjects for Jorry’s experiments, if possible.   He saves his 
  magic missiles for those PCs who can avoid his fireballs 
  and stinking cloud or are a direct threat to him. 
  Zog Spleenslurper and any other hobgoblin shamans cast 
  greater magic weapon on 50 arrows each.  These arrows 
  are distributed evenly among all the archers.  The 
  shamans then cast owl's wisdom, endurance, and magic 
  circle against good on themselves.  Just before battle is 
  joined, they cast shield of faith on themselves.  The 
  shamans separate so that there is one on each floor.  If 
  there is only one shaman (Zog), he remains on the first 
  floor with Baktar. 
  
  SHE3-03 Shades of Gray 
   
  Page 21 
  The shamans act in a support role.  They cast prayer on 
  the first round of combat, so that the giants and ettins are 
  in the effect as well.  If any of the PCs escape the stinking 
  cloud spells, the shamans target them with hold person 
  spells.  Good aligned clerics and paladins are the target of 
  their unholy blight spells.  They target any character who 
  seems to have significant magic in effect with dispel 
  magic spells.  Once the giants or ettins have engaged the 
  PCs, the clerics cast summon monster to bring a fiendish 
  dire ape into the combat.  They place the creature to flank 
  with an ettin or a giant. 
  The archers drink their potions of cat's grace.  When the 
  PCs get to within 100 ft. of the Hidden House, or the PCs 
  start using long-range attacks, the archers open fire.  They 
  concentrate all fire on the same PC each round until that 
  PC drops. 
  The giants or ettins wait for the PCs to begin approaching 
  the Hidden House.  When the PCs are very close (within 
  50 ft.), they then sneak out the back doors of the house 
  and flank the PCs.  Both the giants and the ettins try to 
  get their multiple attacks as often as possible. If they 
  charge, they power attack to get the bonus damage.  If the 
  giants get within melee reach of a spellcaster or character 
  with an AC too high for them to hit, they try to grapple 
  that PC and squeeze it into submission using grapple 
  checks. 
  If things are starting to look bad, Baktar runs.  He uses 
  his scroll of dimension door to make good his escape.  
  The shamans must use potions of gaseous form and try to 
  seep into the cliff face behind the Hidden House.  The 
  cliff face is 100 feet behind the house and a gaseous form 
  moves slowly.  The shamans prefer to run to the cliff face 
  and then drink the potion. 
  DM Notes: The enemy tries to avoid killing PCs.  They 
  want to capture them so that Jorry can experiment on 
  them.  They are not above using lethal force, but if a PC is 
  about to drop, they giants and ettins will switch to 
  subdual damage.  In addition, the spellcasters are using 
  spells to incapacitate, rather than slaughter. 
  Burkan joins the fight on the side of the PCs.  His stats 
  are at the end of Appendix II.  He fights to the best of his 
  ability in support of PCs.   You may wish to give Burkan 
  to a player to run.  Since Burkan fights on the side of the 
  PCs, the EL of the encounter is reduced by one.  
  However, because the villains are in a position of 
  strength, the EL of the encounter is raised by one so the 
  net result is no change in the EL of the encounter. 
  APL 6 (EL 8) 
  � Baktar, Male Hobgoblin Wiz5: hp 23; see Appendix 
  I. 
  � Hobgoblin Archers Rgr1/Ftr2 (2): hp 27 each; see 
  Appendix I. 
  � Ettin: hp 75; see Monster Manual. 
  APL 8 (EL 10) 
  � Baktar, Male Hobgoblin Wiz5: hp 23; see Appendix 
  I. 
  � Zog Spleenslurper, Male Hobgoblin Clr5: hp 38; 
  see Appendix I. 
  � Hobgoblin Archers Rgr1/Ftr4 (2): hp 45 each; see 
  Appendix I. 
  � Hill Giant: hp 108; see Monster Manual. 
  APL 10 (EL 12) 
  � Baktar, Male Hobgoblin Wiz7: hp 32; see Appendix 
  I. 
  � Zog Spleenslurper, Male Hobgoblin Clr7: hp 53; 
  see Appendix I. 
  � Hobgoblin Archers Rgr1/Ftr4 (4): hp 45 each; see 
  Appendix I. 
  � Ettin Bbn4: hp 117; see Appendix I. 
  APL 12 (EL 14) 
  � Baktar, Male Hobgoblin Wiz9: hp 41; see Appendix 
  I. 
  � Zog Spleenslurper, Male Hobgoblin Clr7: hp 53; 
  see Appendix I. 
  � Hobgoblin Shaman Clr7: hp 53; see Appendix I. 
  � Hobgoblin Archers Rgr1/Ftr4/DpwdSnpr2 (4): hp 
  60 each; see Appendix I. 
  � Ettins Bbn4 (2): hp 117; see Appendix I. 
  Treasure:  If the party succeeded in vanquishing Baktar 
  and his minions, they will have access to their 
  possessions as treasure (whatever wasn’t consumed 
  during the battle).  Baktar’s spellbook is nowhere to be 
  seen (it is hidden somewhere in the general area of the 
  house where the PCs cannot find it). 
  APL 6: L: 215 gp; C: 0 gp; M: cloak of resistance +1 (83 
  gp), ring of protection +1 (167 gp), scroll of 
  dimension door (7
  th level caster) (58 gp), potion of 
  
  SHE3-03 Shades of Gray 
   
  Page 22 
  cure serious wounds (63 gp), potion of haste (63 gp), 
  2 potions of cure light wounds (4 gp each). 
  APL 8: L: 107 gp; C: 0 gp; M: cloak of resistance +1 (83 
  gp), ring of protection +1 (167 gp), scroll of 
  dimension door (7
  th level caster) (58 gp), potion of 
  cure serious wounds (63 gp), potion of haste (63 gp), 
  2 potions of cure light wounds (4 gp each), 2 +1 
  mighty composite longbow (+3 Str bonus) (225 gp 
  each), 2 potions of cat’s grace (25 gp each), +1 full 
  plate (221 gp), pearl of power (1
  st level) (83 gp), 3 
  scrolls of cure light wounds (1
  st level caster) (2 gp 
  each), scroll of silence (3
  rd level caster) (13 gp), 
  potion of blur (25 gp), potion of gaseous form (63 
  gp). 
  APL 10: L: 283 gp; C: 0 gp; M: cloak of resistance +1 (83 
  gp), ring of protection +1 (167 gp), scroll of 
  dimension door (7
  th level caster) (58 gp), potion of 
  cure serious wounds (63 gp), potion of haste (63 gp), 
  4 potions of cure light wounds (4 gp each), 4 +1 
  mighty composite longbow (+3 Str bonus) (225 gp 
  each), 4 potions of cat’s grace (25 gp each), +2 full 
  plate (471 gp), pearl of power (1
  st level) (83 gp), 5 
  scrolls of cure light wounds (1
  st level caster) (2 gp 
  each), scroll of silence (3
  rd level caster) (13 gp), 
  potion of blur (25 gp), potion of gaseous form (63 
  gp), cloak of resistance +2 (333 gp). 
  APL 12: L: 374 gp; C: 0 gp; M: cloak of resistance +1 (83 
  gp), ring of protection +1 (167 gp), scroll of 
  dimension door (7
  th level caster) (58 gp), potion of 
  cure serious wounds (63 gp), potion of haste (63 gp), 
  4 potions of cure serious wounds (63 gp each), 4 +1 
  mighty composite longbow (+3 Str bonus) (225 gp 
  each), 4 potions of cat’s grace (25 gp each), 4 bracers 
  of archery (425 gp each), 2 +2 full plate (471 gp each), 
  2 pearls of power (1
  st level) (83 gp each), 10 scrolls of 
  cure light wounds (1
  st level caster) (2 gp each), 2 
  scrolls of silence (3
  rd level caster) (13 gp each), 2 
  potions of blur (25 gp each), 2 potions of gaseous 
  form (63 gp each), 2 cloaks of resistance +2 (333 gp 
  each). 
  Someone's in the Kitchen 
  If the PCs make it to the kitchen, they find the strange 
  sight of Jorry hard at work.   
  A section of this room is lighted and appears to have 
  been converted into an arcane laboratory.  The only 
  thing obviously visible is a small figure moving 
  around various arcane apparatus intent on his work.  
  An awful smell emanates from the house as if many 
  more living things have recently occupied it.  
  Jorry is handicapped by the geas and cannot help the 
  party in any meaningful way.  He warns the party of 
  threats around then, and gladly points out how to get to 
  the second floor.  For more information on Jorry, see 
  Encounter Eight.   
  Encounter Eight: 
  Resolving the Hidden House 
  (30 minutes) 
  PCs are Captured by the Giants 
  This section is used only if the PCs lose the battle against 
  Baktar and his minions. 
  You 
  remember 
  being 
  pummeled 
  into 
  unconsciousness and very little thereafter.  You do 
  not know the whereabouts of your companions or 
  their fate.   
  You awaken on a grassy hillside.  Your muscles are 
  bruised and battered from repeated beatings of the 
  giants.  Any spells you once had memorized are long 
  forgotten.  Your equipment is gone, taken by your 
  captors.  One chilling encounter, however, haunts 
  your vague memories.   
  During a brief moment of consciousness while a 
  prisoner, you remember a gnome approach your 
  paralyzed form and whisper to you, “I am sorry friend, 
  for I know you sought to rescue me.  Your life is 
  doomed, for I cannot save you.  But I can give you 
  one last gift so that your death has meaning.  You now 
  host dozens of wraiths within your body.  You can 
  spread these to others by touch before these evil 
  spirits finally take over your mind.  In the few days 
  you have remaining, touch as many of the orcs and 
  giants as you can.  One thing more: Make sure you get 
  killed prior to the wraiths taking over your body 
  completely.  That is your only hope of resurrection, if 
  such things are important to you." 
  If the PCs are captured things are bleak for them.  They 
  are now hosts for swordwraith spirits and have been 
  dumped on a hill far away from the manor.  Each player 
  can decide what his character does in the three days of 
  life remaining to him.   
  If the player goes anywhere near a town or village of the 
  allied forces (Keoland, Geoff, etc.) rather than the giants, 
  Ian the Hound kills the character swiftly.  If the 
  character seeks out the enemy, tell the player that he or 
  she manages to touch several of the enemy and spread 
  the wraiths before the giants destroy the character.  The 
  allied forces discover the body of the character as they 
  seek to retake Gorna, and the player may decide to pay for 
  
  SHE3-03 Shades of Gray 
   
  Page 23 
  a  resurrection at the end of this round.  Because of the 
  condition of the body, a raise dead is impossible. 
  However, if the character does nothing, he succumbs to 
  the wraiths in his body after the three days.  His 
  character becomes undead and is considered destroyed in 
  battle, never to be recovered. 
  Either way, this ends the adventure for the PCs. 
  PCs Destroy the House 
  It is possible that the PCs will ignore Burkan's request 
  that the house be captured intact.  If they burned down 
  the house or killed Jorry, things will be a lot harder for 
  them. 
  First, you need to determine how much damage the PCs 
  did to the house and how much of Jorry's information 
  survived.  If the PCs used powerful fire magic (like 
  fireball) or cast powerful earth magic (like earthquake) 
  everything is destroyed.  Less powerful or destructive 
  magic will damage a lesser amount of the notes and 
  books.  Use your discretion as to what survives. 
  Second, you need to determine if Jorry survived.  Jorry 
  has the following stats. 
  � Jorry: male gnome Wiz10; hp 40. 
  If Jorry is dead, then the PCs will need to cast speak with 
  dead to hear his story given below. 
  If the notes are destroyed and the PCs make no effort to 
  speak with Jorry, the adventure is essentially over.  If the 
  PCs manage to salvage some of the notes, they may be 
  able to piece together what they are supposed to do next.  
  Again, this is at your discretion, but don't make it easy.  
  The PCs were warned by Burkan.  They should pay the 
  consequences for their choices. 
  PCs Capture the House Intact 
  If the PCs capture the house without damaging the 
  evidence or killing Jorry, their task is much easier: 
  Immediately after your victory, the gnome crawls up 
  off the floor and stumbles back to the desk and tables. 
   Strangely his bubbling beakers and strange crystals 
  appear to have been untouched by the battle. [But 
  only if the party took the proper precautions!] He 
  continues working on some form of arcane research 
  or experiment that was already in progress before you 
  arrived.  As soon as he begins working again, he looks 
  to you. 
  “Thank you, thank you, my friends.  It’s good to see 
  that dastardly knave defeated!” the gnome exclaims 
  with obvious relief.  All the while he is talking to you 
  he continues his work. 
  “If you had not come when you had, it is likely that 
  all of Geoff would be under Giant control for many 
  centuries to come.  Now there is hope.  Now you 
  must . . . must . . . must . . . stop . . .sto . . . sto . . . .me.” 
  It is clear that the gnome begins suffering intensely 
  as he talks to you.  He stops trying to speak and 
  diligently resumes his work.  From his facial 
  expressions it is obvious that the pain recedes. 
  “I am Jorry.  I was captured in a caravan raid north of 
  Hochoch about two years ago.  A giant wizard bo . . . 
  bo … bound …"  Jorry chokes in pain and passes out. 
  Shortly afterwards Jorry awakens and try to answer all 
  the PCs’ questions.  The problem is that he cannot answer 
  questions relating to the following topics without 
  stuttering uncontrollably (and thus incomprehensibly) 
  and suffering horrendous pain: 
  • 
  The geas that binds him. 
  • 
  His research at duplicating the Rites of 
  Possession and Control. 
  • 
  Anything about the Sakhut or Arbrozzar (the 
  wizard who bound him). 
  If questioned appropriately, he can talk about the 
  following important information: 
  • 
  “Check my notes to learn what has happened 
  here” [he then suffers pain for his comments]. 
  • 
  “They think they are so smart, but I have hurt 
  them, like they hurt me.  I’ve used what I 
  learned and wraiths have possessed many orcs 
  and others.” 
  • 
  “I infected a hill giant last week with a 
  swordwraith.  Hopefully he will spread the 
  darkness to all of his giant brothers.” 
  • 
  My work can be used to help the Grand Duke!  
  There are questions that I still have that can be 
  answered by those who have performed this 
  work before me.  Look to my notes. 
  • 
  “My work is progressing too far.  I have delayed 
  things as long as I could.  If I succeed, the 
  Enemy will win this war: totally and 
  completely.” 
  • 
  “If you could only . . . ahhhh! Or …. Owww! It’s 
  no use -- you must kill me to stop my work.” 
  
  SHE3-03 Shades of Gray 
   
  Page 24 
  • 
  “If you let me live, I will continue my work and 
  the giants will gain a great and horrible 
  weapon.” 
  • 
  “If you let me live, but stop me from working, I 
  will suffer in horrible agony and then die.”  He 
  pauses a moment.  “A quick death is more 
  merciful.  I’ve suffered enough.” 
  • 
  “Trust the Hound, his actions have protected all 
  the Grand Duke’s people from my work.  He is 
  the last tie to the Old Archmage.  He may have 
  answers.“ 
  • 
  “The giants forced me here because they did not 
  wish to risk their own lives with such dark 
  magic.” 
  • 
  “It’s Ur-Flan magic.  I don’t know what price my 
  spirit will pay in the afterlife for harnessing this 
  evil.”   
  If the party kills Jorry as he requests, they can use the 
  spell speak with dead to communicate with him.  Once 
  Jorry is dead, he is no longer bound by the geas.  He 
  answers freely within the confines of the speak with dead 
  spell.   
  If a PCs attempts to bring Jorry back to life, his spirit 
  refuses to return to this world.  He has suffered much on 
  Oerth and has no intention of returning. 
  If somehow taken alive, Baktar and Zog refuse to talk 
  willingly.  If forced to talk, the players can learn some 
  background information from them as described in 
  Appendix II. 
  If they did not burn down or destroy the manor house 
  during the battle give them Player Handout #3. 
  Enter the Hound  
  While searching the house and reading Jorry’s notes 
  you notice a large hound lying on the ground near 
  Jorry.  He must have entered the house while you 
  were occupied.  A strange sadness clings to the 
  hound. 
  If the PCs attack Ian the Hound in any way he dimension 
  doors away and leaves.  He has an action readied to 
  dimension door away so it is extremely unlikely the PCs 
  can stop him. 
  If the PCs can cast speak with animal in any way, they 
  can talk directly to Ian.  Otherwise they have to try and 
  communicate with gestures.  Ian wants to pass along 
  some information to the PCs so he makes gestures that 
  he wishes to communicate. 
  Things Ian wants the PCs to know. 
  • 
  Jorry must be prevented from continuing his 
  research or the Giants will gain access to his 
  research. 
  • 
  Many Keoish are coming this way.  If they are 
  your allies then I think you must accompany 
  me. 
  • 
  I know where to go to free the swordwraiths of 
  the mounds. 
  • 
  Somewhere in the keep is the means to free 
  their souls.  It was a great tragedy but they 
  would not listen to me.  Damn that Lucien. 
  • 
  The map might get you there.  I can lead you 
  safely. 
  • 
  Beware the constructs.  Most are confined to 
  their rooms though. 
  • 
  The well is below.  It must be contained.  
  Beware. 
  • 
  Negative energy has made a bad place worse. 
  • 
  They were good people seduced by necessity. 
  • 
  I had to kill those people to prevent the wraiths 
  from spreading.  Besides, it was the only way to 
  assure their souls were not destroyed. 
  Arguments about right and wrong will not sway Ian.  If 
  the PCs do not want to follow Ian, he paces around 
  impatiently and then leaves.  If they immediately follow 
  he pauses and allows them to follow; otherwise, they do 
  not see him again.  Remember Ian is very dog-like after 
  being in hound form for so long. 
  If the players kill Jorry and talk to Ian he helps them get 
  to the keep at the Mountain of Storms.  If the PCs do not 
  kill Jorry, Ian kills Jorry.  If they attack Ian he leaves and 
  they have to stumble their way to the keep. 
  Burkan Goes Home 
  Burkan attempts to use the authority of his writ from 
  Abinar to take a copy of all the information gathered at 
  the house.  He would prefer to have the only copy.  He 
  returns to Preston as fast as he can.  He is confident that 
  the return trip will be much less hazardous and he will be 
  fine alone.  Burkan requests that the PCs investigate the 
  Keep of Storm Mountain.   Burkan does not accompany 
  the PCs to the keep.  
  If the PCs wish to destroy the research materials Burkan 
  point out that the giants may already have a copy of 
  Jorry’s notes and that this information could be essential 
  
  SHE3-03 Shades of Gray 
   
  Page 25 
  to prevent them from using it against the Gyri.  Burkan 
  only uses reason and the weight of his authority as an 
  officer of the Cyvrin to persuade the PCs.   
  Under no circumstances does Burkan attack the PCs.  If 
  he is physically assaulted, he uses any spells and abilities 
  at his disposal to flee.  He then returns to Preston and 
  files charges against the PCs. 
  If the PCs kill Burkan, their characters are arrested upon 
  their return to Preston.  They are found guilty of murder 
  (and possibly treason).  Grand Duke Owen personally 
  cuts off their heads with his greatsword Dusk.  There is 
  no possibility of being returned to life. 
  If the PCs physically harm (or cast spells upon) Burkan, 
  but do not kill him, they are arrested upon their return to 
  Preston.  They are found guilty of assault on a servant of 
  the Grand Duke and fined 500 gp times the APL.  If the 
  PCs use subdual damage or non-damaging spells on 
  Burkan, the fine is reduced to 100 gp times the APL. 
  Once the players are ready to move on, proceed to 
  Encounter Nine. 
   
  End of Round One 
   
  Encounter Nine: 
  Journey to Storm Mountain 
  (10 minutes) 
  Vargalian’s home was the Keep of Storm Mountain.  
  Before the disaster, the Keep of Storm Mountain was a 
  place of learning and peace where wizards were able to 
  congregate without interruptions from the mundane 
  world.  They pursued both magical and alchemical 
  learning and research. 
  The Keep has a sinister origin.  Beneath the keep is the 
  Well of Vecna – a portal to the Negative Energy Plane.  
  Vecna and his apprentices used the well extensively in 
  pursuit of their necromantic arts.  When Vecna was 
  thrown down, the well was sealed to prevent further use 
  of the portal. 
  In order to remain undisturbed by the curious or 
  malicious folk, the Grand Dukes of Geoff built a keep 
  over the well in this isolated area on the edge of the 
  Crystalmist Mountains.  The Grand Dukes charged their 
  high wizards to keep watch on the keep. 
  The high wizards erected magical wards and defenses and 
  assembled a small, loyal, and effective group of men-at-
  arms (called the Blacksheep) to defend them.  Including 
  the servants (cooks, maids, grooms) there were 
  approximately 75 people living and working in the keep. 
  This structure has not been seen by anyone from the 
  outside world for 143 years.  Something terrible was set 
  in motion when Vargalian began the experiments to 
  perfect the Rites of Possession and Control.  Within a few 
  days of triggering the Rite of Control most of his close 
  associates were dead or insane.  Lucien deliberately 
  included Ian as a target of the Rite of Possession to 
  silence his opposition to the plan.  He has withstood its 
  power by remaining in beast form for these 140 years. 
  Ian attempted to prevent the final enactment of the Rites 
  of Possession and Control but was cursed by the Ur-Flan 
  magic.  Shifting out of human form prevented the foul 
  Ur-Flan rituals from progressing.  Ian has wandered the 
  Stark Mounds since then seeking a cure and helping out 
  the residents when he could. 
  Hallucinatory Terrain 
  The Blacksheep defenders of the keep are long since dead 
  but the magical wards and defenses remain active and 
  effective.  The keep has remained lost because of the 
  1,000-foot thick hemisphere of hallucinatory terrain that 
  surrounds it.  The radius from the center of the keep to 
  the inside of this half sphere is half a mile. 
  Ian Is With the Party 
  Only Ian knows the way past each illusion.  Each 
  illusionary effect will be very difficult to dispel (dispel 
  check DC 26) and this only dispels one of the many 
  illusions that surround the Keep of Storm Mountain. 
  Intentionally trying to fly through mountains in the 
  general area indicated by the maps recovered from the 
  manor eventually succeeds in penetrating the illusion.  
  Testing the terrain via foot also works but involves a lot 
  of hazards from unseen chasms and mountains. 
  If Ian is on good terms with the PCs, he leads them to the 
  Keep of Storm Mountain through this hallucinatory 
  terrain.  In which case you may read the following and 
  then proceed to Encounter Ten: 
  Ian keeps a brisk pace for you to follow him.  
  Anytime your companions fall too far behind, he 
  pauses, panting and waiting.   The trail is amazingly 
  well hidden with illusions of deep crevasses, rocky 
  walls, sheer cliffs and similar impediments.  With 
  Ian’s help, however, you walk through these figments 
  and see them for what they are. 
  
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  Ian Is Not With the Party 
  If Ian is not with the PCs but they recovered the maps 
  from the manor house or successfully interviewed Jorry 
  (perhaps with speak with dead) let the players know that 
  they are in the right general area.  Ask how they want to 
  proceed.  If they come up with a reasonable way past the 
  illusion let it work eventually but make them work to get 
  past it.  Have them walk into walls, fall in chasms, slide 
  down hills, etc.  And then read: 
  At last you found the pathway concealed by a truly 
  large illusion.  Following the visible path is the most 
  certain way to slide down into an unseen chasm or 
  walk into the side of a mountain.  Occasionally goats 
  can be seen with their heads stuck into what appears 
  to be a solid wall of rock or apparently standing on 
  thin air. 
  Have the PCs make an Intuit Direction check: DC 10 – 8 
  rolls on the chart spread randomly among the players; 
  DC 15 – 4 rolls on the chart spread randomly among the 
  players; DC 20 – 2 rolls on the chart spread randomly 
  among the players.  If no one has ranks in Intuit 
  Direction, roll 12 times on the chart spread randomly 
  among the players.  The chart (roll a d6): 
  1) 
  Slide down an unseen hillside; 
  2) 
  Drop into a natural chimney and become 
  wedged; 
  3) 
  Walk into a wall; 
  4) 
  Become separated from the party and roll again; 
  5) 
  You find a fast running mountain stream.  Make 
  a Reflex save (DC 10 + the APL) or fall in.  
  Falling in requires a Swim check (DC 15) to get 
  back out or be washed downstream for d20 
  rounds; 
  6) 
  Fall of a sheer drop unless you make a Reflex 
  save (DC 10 + the APL).  If you fall, you take 1d6 
  x the APL damage from the fall of 10 ft. x the 
  APL. 
  The Will save to see through the terrain is (DC 14 + the 
  APL).  The players can make a new saving throw each 
  day.  Once, and only once, a player can immediately get a 
  new saving throw if one of the party members helps him 
  to see the truth.  Such help gets the person +4 on their 
  saving throw in addition to the second saving throw.  
  Once a character succeeds, he never needs to save again 
  and can guide the others safely through the illusion. 
  Once the PCs have passed through the hallucinatory 
  terrain, proceed to Encounter Ten. 
  Encounter Ten: 
  Outside the Keep 
  (10 minutes) 
  After they move through the illusionary terrain, the PCs 
  have to climb a relatively steep path, about a mile long 
  because of switchbacks, to get to the entrance of the keep. 
   The path is traversable by horses. 
  The Keep radiates necromantic magic and evil.  Both are 
  quite powerful, though the aura of the magic is stronger 
  than the evil. 
  Talking to Ian About the Keep 
  If Ian is with the PCs and they do not ask about the 
  Keep’s defenses or layout, Ian guides them to the front 
  door and then lies down to wait.  If they ask Ian specific 
  questions about the possible defenses he willingly shares 
  what he remembers as well as he can.  Remember he has 
  been in dog form a long time and does not think entirely 
  like a human anymore.  Things he can remember are: 
  • 
  There are constructs in the hall with pillars. 
  • 
  The arcane library is tricky to enter since it is 
  concealed by magic behind a tapestry. 
  Important Note:  Ian does not enter the keep for any 
  reason, under any circumstances. 
  Please consult DM Aid: Map #3 and Map #4 for the 
  layout of the keep. 
  The Outer Wall and Courtyard 
  At last the terrain you see matches the real terrain.  A 
  steep path leads up into the mountains.  At the top of 
  the path a plateau opens up.  Trees that might have 
  been well tended in the past are dark and twisted.  
  They surround a large stone keep.  
  Above the keep dark clouds seethe, and sporadic 
  lightning lances through the clouds.  A low curtain 
  wall surrounds a courtyard in bad disrepair.  The 
  curtain wall is pierced by a single gatehouse.  The 
  doors to the gatehouse are open. 
  To the sides of the main entrance are large glowing 
  orbs that provide light clearly magical in origin.  You 
  can see some skeletal remains with their hands 
  clenched around their own throats, as if they died by 
  choking.  There are tatters of what might have been 
  the livery of Geoff from more than a hundred years 
  ago. 
  
  SHE3-03 Shades of Gray 
   
  Page 27 
  Aside from the biting wind and the roiling clouds, 
  nothing seems to be moving.  The keep is dead. 
  The PCs can explore the deserted gatehouse and the 
  empty courtyard.  There is nothing of interest in either.  
  The two skeletal remains are remnants of the Blacksheep, 
  the elite force that protected the wizards.  Their tabards 
  have the device of a black sheep on them.  Eventually, the 
  PCs will realize that they need to enter the Keep itself. 
  Entering the Keep Itself 
  The PCs can enter the keep in a variety of ways, as 
  described below.  Regardless of which way the PCs enter 
  the keep: 
  You gag on the cold, stale air of the keep.  A dusty 
  haze partially obscures your view.  The stonework is 
  smooth and solid, probably of dwarven-make.  Lamps 
  at regular intervals burn with cold flames lighting 
  your way.  You cannot put your finger on it, but 
  something evil and tainted permeates this place.  The 
  silence is deep and seemingly impenetrable. 
  Through the Front Door 
  The PCs may decide to enter the keep through the front 
  doors that lead into the Main Hall.  The doors are large 
  and heavy but can be opened with some effort. 
  By Way of the Roof 
  The PCs may decide to enter the keep through the roof.  
  The roof is pitched in the center with a walkway around 
  the edge.  The circular stairs opens onto the roof, and the 
  trap door to the stairs is unlocked. 
  Through the Walls or a Window 
  If the party has some means of going through the walls, 
  have them enter the keep accordingly.  Just start them in 
  the appropriate place on the map that they enter.  The 
  same applies if the PCs enter through a window. 
  No matter which way they enter the keep, proceed to 
  Encounter Eleven. 
  Encounter Eleven: 
  Inside the Keep 
  (90 minutes) 
  Please consult DM Aid: Map #3 and Map #4 for the 
  layout of the keep.  This is a lengthy encounter that can 
  be explored in numerous different ways.  Encounters 
  Twelve, Thirteen, and Fourteen take place interspersed 
  with the events of Encounter Eleven as detailed below.  
  Encounter Twelve occurs normally after exploring Room 
  6, but can also occur if the PCs try to proceed to the 
  underhalls before fully exploring the first two levels of 
  the keep.  Encounter Thirteen occurs shortly after 
  Encounter Twelve at an appropriate moment. Encounter 
  Fourteen occurs once the PCs figure out how to pass 
  from the Mundane Library (Room 7) to the Arcane 
  Library.  Once the PCs pass the doors at Room 14, 
  proceed to Encounter Fifteen. 
  Features of the Keep 
  The keep is constructed out of dark gray granite.  Unless 
  specified otherwise in the adventure, the ceilings are 8 
  feet tall in both rooms and hallways.  The inner doors are 
  stout oak and all the windows have heavy reinforced 
  shutters that are locked closed.   The keep is well lit.  The 
  wizards of the keep had cast continual flame on lamps.  
  The lamps are bolted to the wall and will take a lot of 
  effort to move. 
  � Windows with Reinforced Shutters: 1.5 in. thick; 
  hardness 5; hp 15; Break DC 18; Open Lock DC15. 
  � Inner Wooden Doors: 2 in. thick; hardness 5; hp 20; 
  Break DC 25. 
  Unhallowed Halls:  The entire keep radiates an effect 
  similar to an unhallow spell that prevents good 
  summoned or conjured creatures from entering the keep. 
   Moreover, evil creatures within the keep gain a +2 
  deflection bonus to AC and a +2 resistance bonus to saves 
  against attacks made (or effects created by) good 
  creatures. 
  All turning checks made to turn undead within the Keep 
  of Storm Mountain take a -4 profane penalty and turning 
  checks to rebuke undead gain a +4 profane bonus.  Lastly, 
  the unhallow effect also acts as a targeted dispel of each 
  PC each time they enter the keep, as per the dispel magic 
  spell (dispel check is 1d20+9). 
  Whispering Walls: Throughout the PCs’ exploration of 
  the Keep of Storm Mountain, they hear faint whispering 
  voices in the distance.  These whispers are either those of 
  victims of the tragedy in the keep or ominous whispers 
  that promise, entice, or threaten.  If the PCs listen 
  closely, they can actually make out what the whispers are 
  saying.  Make up disturbing things for the whispers to 
  say.  Several examples are: 
  • 
  A woman's voice: "Please, no.  It hurts.  I'm 
  sorry.  I'm so sorry." 
  • 
  A child's voice: "Why did you push me down 
  the stairs?" 
  
  SHE3-03 Shades of Gray 
   
  Page 28 
  • 
  A soft feathery voice: "I can teach things.  
  Wonderful, terrible things." 
  • 
  A man's voice: "I can see the things in the 
  darkness.  They hunger." 
  • 
  A soft feathery voice: "If you are strong, death 
  is not the end."  
  Living creatures that spend more than 15 minutes in the 
  Keep of Storm Mountain must succeed at a Will save (DC 
  10 + the APL) or be shaken (-2 penalty on attack rolls, 
  saving throws, skill checks, and ability checks) by the 
  whispers for as long as they remain in the Keep and for 
  an additional 2d6 rounds thereafter.  Living creatures 
  must make a new save each time they enter the Keep. 
  Important Note: The “Ariel Notes” sections are ONLY to 
  be read privately to the player that has been possessed by 
  Ariel Fireheart and reflect her beginning to remember 
  more of her past.  Also, PCs can find any material 
  component normally found in a spell component pouch 
  in almost any room in the keep (as this was the home to 
  numerous spellcasters who often left materials lying 
  about). 
  Rooms in the Keep 
  The hallways and the stairways are not numbers.  These 
  are plain and unadorned.  The circular stair reaches from 
  the roof down to the basement.  There is nothing of 
  interest in the stairway. 
  1. Hall of Pillars 
  It is important that the PCs encounter the Hall of Pillars 
  before they encounter the Dining Hall.  Therefore, 
  switch this room's description with that of the Dining 
  Hall (Room 6) as necessary so that the flashback scene 
  happens last. 
  You enter a large room richly furnished.  It has a large 
  table in the center of the room and a crystal 
  chandelier hanging from the ceiling above the table’s 
  center.  There are four alabaster columns holding up 
  the frescoed ceiling.  Your attention, however, is 
  drawn to the large ornate armored statue in the 
  corner.  It bears a black iron sword taller than an ogre. 
  The statue is a decoy.  The real guardian(s) are the 
  column(s).  The guardians activate when a humanoid 
  creature walks within 10 feet of the door opposite the one 
  he came in.   
  Show the picture of what the guardian’s look like to the 
  players (Player Handout #4).  Remember to have all 
  weapons striking the columns to roll a save or be 
  destroyed. 
  Each round before they attack, the columns state, 
  "Present the password."  The password is "sodales", which 
  is Oeridian for colleague or peer.  Ariel knows the 
  password and will give it, if she possesses a PC, which is 
  unlikely if the PCs just entered the keep. 
  Tactics:  The columns are unintelligent constructs that 
  attack the nearest humanoid.  They do have enough 
  magical instruction to flank if the opportunity presents 
  itself.  The columns ignore animals.  The columns do not 
  leave the room. 
  APL 6 (EL 6) 
  � Caryatid Column: hp 60; see Appendix 1. 
  APL 8 (EL 8) 
  � Caryatid Columns (2): hp 60 each; see Appendix 1. 
  APL 10 (EL 10) 
  � Caryatid Columns (4): hp 60 each; see Appendix 1. 
  APL 12 (EL 12) 
  � Caryatid Columns, Advanced (4): hp 113 each; see 
  Appendix 1. 
  Treasure:  Unfortunately, none.  The swords of the 
  columns turn to stone when the columns are destroyed. 
  2. The Kitchen 
  You walk into the Keep’s large kitchen.  The room is 
  surprising neat, although dusty.  On the carving 
  board, near the brick oven are the bones of some 
  beast long since carved and eaten. 
  With a successful Search check (DC 5 + the APL), the PCs 
  discover human bones in the brick oven.  The inside of 
  the oven is scratched with what looks like claw marks. 
  3. Pantry 
  This is a linen storeroom.  It has blankets and towels 
  covered in dust.  Empty washbasins sit on a shelf.  
  There is nothing to find in this room.  One random party 
  member experiences an instantaneous flashback in 
  which a soldier in a Geoff uniform bashes a women’s 
  head into the stone wall next to where the PC is standing. 
   Her head caves in killing her, yet the soldier keeps 
  pounding.  The other PCs only see the character reel as if 
  stunned or in pain. The character that experiences the 
  flashback takes 2 x the APL damage as he experiences the 
  woman’s agony.  None of the other PCs see the vision. 
  
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  Page 29 
  Once the flashback ends, all of the PCs notice that a black 
  stain and bits of long hair are on the wall where the 
  murder occurred right next to where the PC that had the 
  flashback is standing.   
  Ariel Notes: Tell the player possessed by Ariel that 
  he/she is getting very thirsty. 
  4. Ariel Fireheart’s Sanctum 
  Although covered with a thick layer of dust, this 
  room was clearly that of a noble woman or the like.  
  All the furniture, including the desk, bed, and chest 
  of drawers is of cherry wood and of very high quality. 
   A travel satchel is packed and resting on the bed, 
  which is made.  Nothing has disturbed this room in at 
  least a century. 
  Inside the satchel are clothes for traveling.  On the desk 
  is a note in very precise feminine handwriting that reads: 
  “My fellow Magi, I have left for Gorna to assist Grand 
  Duke Arnod in repelling the Keoish invaders.  I will 
  return as time permits.  Boccob keep you until I 
  return.” 
  It is obvious the person forgot her bags or never left. 
  Upon entering this room, all PCs should make a Will 
  save (DC 10 + the APL).  Those that fail feel very parched 
  and dry.  They need to drink water immediately or take 
  one point of temporary Con damage.  If Ariel possesses a 
  player, that PC automatically fails the saving throw and 
  wants to drink. 
  5. Alasdair’s Sanctum 
  The door is wide open to this room and it reveals a 
  disorganized mess.  On the table are documents and 
  bottles and beakers.   Papers are in piles and scattered 
  about. 
  If the party reviews the papers: 
  Sifting through the papers reveals that the owner of 
  this room was an expert in the preparation of 
  alchemical and magical potions, an accomplished 
  healer using arcane arts, rather than divine, and, most 
  of all, completely disorganized.  
  His journal entries might appear anywhere in the keep 
  written on bits of spare parchment or paper.  The 
  majority of his journal is in his rooms but is scattered and 
  in no particular order.  Some entries are on the same 
  sheet as a potion formula or bit of spell research.  The last 
  few journal entries are on some of the walls, in fact there 
  is at least one on a ceiling somewhere.  Only the most 
  relevant or interesting journal entries have been included 
  here, there are many more. 
  Give the players Player Handout #5. 
  Ariel Notes: Ariel remembers that this is Alasdair’s room. 
   She feels remorse for killing him – Vargalian’s Rituals 
  drove him mad.  It was not his fault.  He was a good-
  hearted man.  He often went into the villages to help the 
  commoners. Ariel grows angry with Vargalian just 
  thinking about it. 
  Treasure:  A successful Search check (DC 15 + the APL) 
  allows the PCs to find Alasdair’s eyes of arcane sight (see 
  the Treasure Summary). 
  All APLs: L: 0 gp; C: 0 gp; M: eyes of arcane sight (450 gp). 
  6. Dining Hall 
  It is important that the PCs encounter the Hall of Pillars 
  before they encounter the Dining Hall.  Therefore, 
  switch this room's description with that of the Hall of 
  Pillars (Room 1) as necessary so that the flashback scene 
  happens last. 
  The deathly quiet of the keep is suddenly interrupted. 
   You turn the corner and are astounded by clear air 
  and sounds of life.  In front of you is a lavish dining 
  hall with a roaring fire and a table filled with trays 
  heaping with food and mugs filled with ale.  About 
  the table are about 18 men in Geoff military uniforms. 
   All these men are face down in their plates of food, 
  unmoving. 
  Standing at one end of the table, is a strikingly 
  beautiful woman with auburn hair and a dress of deep 
  green velvet.  At the other end of the table is a fat 
  unkempt Gyric man looking quite frightened. 
  The woman looks furious and is yelling at the fat 
  man. 
  “Alasdair!  What have you done?!  You have killed 
  them all?!” 
  The chubby man hammers and haws. “They were 
  plotting against us, Ariel, they would have killed us 
  all if I had not stopped them.” 
  “You fat, paranoid fool, it is the archmage’s spell that 
  is spilling into the hall.  They had no intention of 
  harming us, and even if they did do you really think 
  they would have succeeded!?” 
  The fat man responds, “Any innocents that have died 
  have been saved from the Doom that is upon us.  I 
  have saved them all!  You are just upset that I killed 
  your 'guard'.  He was the worst of the lot, promising 
  to sell your soul to dark powers in exchange for 
  power.  He never loved you!” 
  
  SHE3-03 Shades of Gray 
   
  Page 30 
  The woman screams in rage and begins casting a spell. 
   Alasdair rises from his chair and removes a potion 
  flask from his vest.  He has no time to drink it, 
  however, for the woman in green whispers, “boom” 
  and a crimson ball of fire explodes around the fat 
  man.  He collapses on the floor, screaming and 
  burning. 
  If the party has not done anything up to this point, have 
  them roll initiative.  Whatever they roll, Ariel gets to go 
  first and continue reading: 
  “That was for allowing Vargalian’s Ritual to proceed,” 
  she screams and then whispers, “boom” while 
  pointing at the writhing figure. 
  Another fireball explodes upon the burning man, 
  incinerating him.  The table has caught on fire and 
  tapestries are raging in flame.  “That was for the 
  murders you have committed.” 
  The party members can now act in order of initiative.  
  The flames begin to burn higher and higher until 
  someone in the party does anything that directly 
  interacts with the above flashback (casting spells on 
  oneself or on fellow PCs does NOT count as interacting 
  with the flashback).  In that case, proceed: 
  The sights and sounds before you suddenly vanish, 
  like a veil being torn from your eyes.  The woman in 
  green is gone.  The guards at the table are shriveled 
  and burned skeletons, still face first on the table.  In 
  the place where Alasdair stood, there is only a black 
  sooty stain.  It is silent.  Like the rest of the keep, this 
  room is fit only for the dead. 
  Shortly after the PCs have seen the vision in the Great 
  Hall, Ariel makes her move.  When she does so, go to 
  Encounter Twelve. 
  7. Mundane Library 
  You enter a room with several sets of freestanding 
  bookshelves.  On the shelves are old musty books on 
  all sorts of topics.  Included in the collection are 
  many fictional works and poetry compilations.  A 
  small reading table is in the far corner several chairs 
  are lined up as if to hear a presentation.  The far wall 
  is graced with a beautiful tapestry of a wide variety of 
  animals. 
  None of the books are magical or about magic.   None are 
  worth much and PCs that are not careful will find the 
  books collapse into dust in their hands. 
  If the PCs are in the library for more than a minute, the 
  whispering in the walls grows louder saying, "The mind 
  is the greatest threat of all.  The eye feeds it and the 
  hand does its bidding."  All the characters begin to feel 
  something trying to claw at their minds.  Players must 
  succeed at a Will save (DC 10 + the APL) or suffer 1d4 
  points of temporary Wis damage.   
  The arcane library is located in an extra-dimensional 
  space that is accessed through a portal in the mundane 
  library.  The portal is located behind a tapestry on the 
  south wall of the library.  
  If the PCs examine the tapestry more closely: 
  You see a burgundy tapestry of exquisite quality.  On 
  it is an elaborate mural with dozens of different types 
  of animals stitched into it.  The animals are all 
  standing at attention as if guarding something. 
  See Encounter Fourteen for more information on how to 
  access the arcane library. 
  Ariel Notes: This was the library in which the children 
  of the servants learned their lessons.  You find no magical 
  tomes here.  All such works are in the arcane library that 
  is hidden from normal sight.  You remember that the 
  arcane library is behind the tapestry, but cannot 
  remember how to get in. 
  8. Garderobe 
  This is an ordinary garderobe.  There are thin shafts 
  leading outside. 
  9. Lucien’s Sanctum 
  The door of this room has a large L inscribed ornately 
  into it. 
  It is locked (Open Lock DC 12 + the APL) but otherwise 
  like the other doors in the Keep. 
  The room is furnished richly.  The walls have 
  tapestries covering it depicting various scenes from 
  literature.  The desk has a single book lying open 
  upon it.  On an alabaster pedestal to the left of the 
  window rests a harp of exquisite make.  It is inlaid 
  with gold and mithral and carved in the likeness of a 
  nymph.  
  The book is Lucien Rhola's journal (Player Handout #6).  
  Treasure:  The harp is a harp of subtle melodies, a 
  powerful magic item that Lucien was investigating (see 
  the Treasure Summary). 
  All APLs: L: 0 gp; C: 0 gp; M: harp of subtle melodies (450 
  gp). 
  10. Vargalian’s Sanctum 
  This door is arcane locked by a wizard of a level equal to 
  the APL.  It can only be opened by using a knock spell, 
  
  SHE3-03 Shades of Gray 
   
  Page 31 
  dispelling it, or breaking it (as the other doors in the 
  Keep but +10 to the Break DC).  Creative parties can fly 
  outside through the window if they like.  Eventually the 
  PCs will get in. 
  Inside, you see a fairly utilitarian room with sturdy 
  furniture but not little finery.  Of particular interest 
  is the large table with various magical tools and 
  accoutrements. On the table are piles of papers and 
  notes. 
  The letter is a letter from Vargalian (Player Handout #7). 
  Ariel Notes: This is Vargalian’s Sanctum.  His notes of 
  the Rite of Possession and Rite of Control that he used 
  are probably in the arcane library. 
  11. The Guard Barracks 
  This room is obviously some form of barracks.  24 
  beds fill the room with a foot chest sitting at the foot 
  of each bed.  A few beds are made, but most are 
  disheveled.  All are covered in a thick layer of dust.  
  The only sounds heard are that of your own party. 
  All of the 24 chests are closed.  All are empty of anything 
  valuable, although some have personal affects of the 
  former occupants.    
  This room smells of rank, corrupted fumes making 
  you slightly light headed.  An empty weapon rack is 
  attached to the left wall.  A desk and filing cabinet are 
  on the far wall.  The furnishings are nice.  The room 
  is clean, yet dusty. 
  A successful Search check (DC 10 + the APL) finds a 
  masterwork-hunting knife hanging in a scabbard in the 
  closet with the inscription “To Hywell for 10 years of 
  loyal service, Vargalian”. 
  Have the characters roll Listen checks (DC 15 + the APL). 
   Those that succeed hear a child screaming in agony and 
  begging for her mommy, somewhere deep in the keep.  
  The PCs are unable to pinpoint where it is coming from.  
  They are greeted with a dead silence if they search for it. 
  One of the drawers of the desk is locked (Open Lock DC 
  14 + the APL) and trapped. 
  APL 6 (EL 4) 
  � Drawer Handle Smeared with Contact Poison: CR 
  4; mechanical; touch trigger; manual reset; poison 
  (sassone leaf residue, Fort save [DC 16] resists, 2d12 
  hp/1d6 Con); Search (DC 18); Disable Device (DC 26). 
  APL 8 (EL 5) 
  � Drawer Handle Smeared with Contact Poison: CR 
  5; mechanical; touch trigger; manual reset; poison 
  (nitharit, Fort save [DC 13] resists, 0/3d6 Con); Search 
  (DC 18); Disable Device (DC 26). 
  APL 10 (EL 7) 
  � Drawer Handle Smeared with Contact Poison: CR 
  7; mechanical; touch trigger; manual reset; poison 
  (dragon bile, Fort save [DC 26] resists, 3d6 Str/0); Search 
  (DC 18); Disable Device (DC 26). 
  APL 12 (EL 9) 
  � Drawer Handle Smeared with Contact Poison: CR 
  9; mechanical; touch trigger; manual reset; poison (black 
  lotus extract, Fort save [DC 20] resists, 3d6 Con/3d6 
  Con); Search (DC 18); Disable Device (DC 26). 
  Treasure:  In the trapped desk is a padded wooden box 
  with a chime of opening.  The only other treasure is the 
  masterwork hunting knife (dagger). 
  All APLs: L: 25 gp; C: 0 gp; M: chime of opening (250 gp). 
  Ariel Notes: You remember the Guard Captain Hywell.  
  He served as the captain of a famous mercenary group 
  called the “Blacksheep” before he was recruited by the 
  Archmage Vargalian to serve as Guard Captain of the 
  Keep of Storm Mountain.  Vargalian and Hwyell became 
  close friends.  He was not in the keep when Vargalian 
  began his spell.  You suspect Vargalian sent him away 
  prior to beginning the Rites. 
  12. Wine Closet 
  This room once held wine racks, but they are nothing 
  more than rotting and broken pieces of timber.  The 
  wine bottles are little more than smashed pieces of 
  glass.  The smell of oak is a welcome respite from the 
  stench of evil that permeates this Keep. 
  There is nothing of interest or value in this room. 
  13. Storeroom 
  This large room appears to be a storeroom with 
  barrels and bags of foodstuffs.  Large black insects 
  skitter into the shadows as your light enters the 
  room.  It appears there was enough food stored here 
  to withstand a siege of several years given the 
  relatively small size of the keep. 
  Have the PCs roll a Spot check.  Have the person that 
  rolled the highest number see a pattern in the stone of 
  the wall that resembles a skull shape with one of the eyes 
  as an empty socket filled with a star. 
  
  SHE3-03 Shades of Gray 
   
  Page 32 
  There is nothing of value in this room, and the food is 
  long since rotten and decayed.  No party member should 
  be stupid enough to eat anything in this room. 
  14. Stairs to the Underhalls 
  The hall in the basement ends in a thick iron door.  
  The door itself is covered with arcane wards and seals. 
   There is something ominous about this door and 
  what must lie beyond it.  In the center of the door is 
  an enormous keyhole. 
  This is the door to the underhalls were there the Well of 
  Vecna is.  The door is composed of iron and is sealed with 
  ten different castings of arcane lock by an 18
  th level 
  wizard.  A knock spell must be cast five times to 
  overcome the magic and once more to unleash the lock 
  and seals.  In addition, the seals make the door incredibly 
  hard.  The key is in the Arcane Library.  When used on 
  this door, the key unlocks the door, releases the seals, and 
  bypasses all of the arcane locks. 
  � Warded Sealed Locked Door: 2 in. thick; hardness 
  20; hp 80; Break DC 50. 
  If the PCs reduce the sealed doors to half their hit points 
  and they haven’t visited the Dining Hall (Room 6) yet, 
  Ariel makes her move as described in Encounter 
  Twelve. 
  Ariel Notes: The magi of the Keep had a difficult time 
  keeping the seals to the Well of Vecna closed.  The door 
  is bound with the most powerful protections that 
  Vargalian knew.  You know that the key is in the Arcane 
  Library. 
  Encounter Twelve: 
  Ariel Makes Her Move 
  (20 minutes) 
  After the PCs experience the formal dining hall (Room 
  6), or if they try to rush straight into the underhalls, Ariel 
  (see Player Handout #8) seeks to possess a party member 
  to accomplish her goals.  As she is ethereal, she is 
  invisible and almost completely undetectable.  She 
  attacks through walls, ceilings and floors rather than 
  expose herself to attack.  She is not stupid.  She uses all of 
  her wiles and magic to disorient the party and distract 
  them so that she can possess a PC. 
  First, she uses her frightful moan ability to try to scatter 
  the PCs throughout the keep and isolate one that she can 
  possess. 
  She then uses her malevolence ability to possess one of 
  the PCs.  She targets characters who are likely to have the 
  lowest Will saves, preferably fighter types, or, failing that, 
  roguish types.  If there is a tie in terms of accessible 
  targets with low Will saves, choose the PC with higher 
  Cha.  She would rather have an attractive body, after all.   
  If the party uses protection from evil or other spells to try 
  to block her from possessing them, she simply waits until 
  the spells expires and tries to possess them at that time.  
  She has already waited 140 years, after all. 
  If she fails in an attempt, she tries another PC, as any 
  character that saves against that power is immune to any 
  further attempts that day.  If the party sleeps and spends a 
  night she can retry her first targets.  She continues her 
  attempts until she succeeds.  
  If Ariel succeeds in possessing a PC 
  Give the player whose PC was possessed Player Handout 
  #8.  Tell him that he can share the information on that 
  sheet with the other players in-character, but not out-of-
  character.  A player who reveal information out-of-
  character gains no role-playing xp for this scenario. 
  If Ariel fails to possess any of the PCs 
  Ariel manifests and tries to reason with the party and asks 
  one of them to volunteer for possession so that she can 
  right the wrongs that have gone on in this place.  She 
  speaks while in the walls and ceilings so she does not 
  expose herself to attack.  She can also use ghost sound to 
  talk to the party if need be.  Her voice is quite beautiful – 
  almost musical.  She tells them it is the only way that she 
  can be free of this curse that causes her to haunt this 
  place.  She reveals little of her secrets at this time, as her 
  memory is truly and completely faded.   She does not lie. 
  If a PC agrees to be possessed, he voluntarily gives up his 
  saving throw and she enters him or her.  Give the 
  character Player Handout #8. 
  If no one volunteers, she gets angry and tries to force the 
  party to agree.  She pops out of the floor and throws the 
  most powerful fireball she can manage (at that APL) from 
  a distance and then drops back down into the floor.  She 
  appears a little while later and offers the deal again.  If 
  rejected again, she throws another fireball and repeats 
  this process until the PCs agree or she is destroyed.  She 
  is a dangerous adversary when angered. 
  Once she is in control of a PC, the party can continue 
  exploring the keep.  A little while after this occurs, 
  proceed to Encounter Thirteen. 
  
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  Encounter Thirteen: 
  Lucien’s Revenge 
  (45 minutes) 
  This encounter should only begin after Ariel possesses 
  one of the PCs or she fails to possess anyone and is 
  destroyed.  After this encounter, the PCs can continue 
  exploring the keep. 
  Ariel does not remember, but after she slew Alasdair, she 
  discovered the truth: that Vargalian and Lucien were at 
  fault for the murder of all the innocent persons in the 
  Keep.  In anger, she went down to the underhalls where 
  the Rituals were being performed and attacked the two.  
  Because they were not expecting the attack, she 
  successfully killed Lucien, but failed to stop Vargalian.  
  He imprisoned her so that she could be tried for treason 
  at a later date.  Lucien, however, arose as a spectre bent on 
  destroying Ariel.  Depending upon the APL level, he 
  killed some of the servants years ago and they are now 
  lesser spectral creatures under his control.   
  If Ariel Is in Possession of a PC 
  Walking into the hall is a well-dressed man wearing 
  gray velvet and simple but finely crafted jewelry.  He 
  smiles warmly at you all and acts as if nothing is 
  amiss. 
  Ariel Notes: Tell the person playing Ariel that this is 
  Lucien Rhola and that he is a master of words and deceit. 
   Do not trust him!  He persuaded the other mages to vote 
  in favor of performing the dark rituals. 
  DM Note: This is actually a major image of Lucien 
  controlled by him through one of the walls.  If they 
  attack the image, PCs get a Will save (DC 18) to know 
  that it is an illusion. 
  The figure speaks to you in a full, almost musical 
  voice, “Ariel, I have waited a long time for you to 
  return." 
  "Even now I feel the burning on my skin from your 
  unprovoked attack.  But, as you can see, I am far from 
  beaten -- although being burned over 90 percent of 
  your body is a painful way to die, I must admit.  Of 
  course, you could never appreciate the subtlety of my 
  magic, could you Ariel?" 
  "Now, who are these fine persons with you?  Did you 
  tell them how hazardous to their health it is to be 
  your acquaintance?  Did you tell them how you 
  burned Alasdair alive?  Did you tell them that you 
  were willing to let the entire Grand Duchy of Geoff 
  fall, its citizens enslaved, because of your silly issues 
  of morality?" 
  "Did you explain to them the Rites of Possession and 
  Control?  Are they here to stop the Archmage?” 
  He leans forward and whispers conspiratorially, “is it 
  not a trifle late for that?" 
  Then, after a few minutes of talk, Lucien asks the party to: 
  "Join me and rule the entire Sheldomar Valley from 
  the keep.  With the Well we can create a dynasty that 
  would last forever." 
  If asked how, he responds: 
  "Come and talk with me in private so that I can show 
  you …" 
  This last is a suggestion spell.  That should start a fight 
  pretty quickly. 
  If Ariel Failed to Possess a PC 
  The figure speaks to you in a full, almost musical 
  voice. “Greetings strangers. What brings such vibrant 
  living things to this keep of the dead?” 
  Lucien asks questions about the PCs’ purpose for being in 
  the Keep: 
  "I am Lucien [pronounced Loo-see-an] and this is my 
  home.  Do you have an invitation?” 
  “I don’t believe you do which means you are 
  trespassing.  However, I am willing to forgive that 
  transgression and will permit you to continue your 
  investigation of my keep in exchange for one of you 
  meeting with me in private to discuss how you might 
  assist me in MY endeavors.“ 
  “What say you?  Which of you fine gentlepersons will 
  meet with me in my Sanctum?  I assure you I mean 
  you no harm.” 
  A Sense Motive check (DC 15 + the APL) reveals he is 
  lying. 
  If a PC agrees, he takes him up to his sanctum where he 
  shuts and locks the door.  Then Lucien and his specter 
  cohorts (if he has them at this APL) promptly attempt to 
  kill the character and turn him into a spectral creature. 
  They all then turn on the party to try to kill them as well. 
  If no one agrees, he tries to bribe the party with 
  information: 
  “I can tell you of the Rite of Possession and the Rite 
  of Control.  I can explain to you in detail the 
  workings of my masterpiece, the Throne of the Well 
  
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  used to control the swordwraiths.  I can tell you how 
  I convinced the other mages that using the Well was 
  our only chance to survive the war with Keoland?  
  Would you not like to know the answers to these 
  questions?  I will tell one of you all of these things if 
  you come with me to discuss them in private …” 
  Eventually, if he still fails to convince someone he says 
  farewell and then instead of leaving he casts a spell on the 
  entire party. 
  Lucien's Battle Tactics 
  Lucien knows how to protect himself.  Before 
  approaching the party, Lucien cast his long duration 
  defensive spells, such as expeditious retreat, improved 
  invisibility, mage armor, protection from elements (fire) 
  (he knows he's going up against Ariel), and protection 
  from arrows, and eagle's splendor (from the wand).  In 
  addition, he has cast detect magic to learn which PCs are 
  under the influence of a lot of spells. 
  Once combat begins with the PCs, Lucien drops through 
  the floor and casts shield on himself.  He then attempts 
  targeted dispels on those PCs who are heavily enchanted. 
   He then attempts spells to weaken and confuse the PCs, 
  like feeblemind, suggestion, and blindness. 
  Possible suggestions for Lucien to use are: 
  • 
  "[Name of the PC possessed by Ariel] is 
  possessed by an undead spirit and will 
  destroy you all unless you subdue him/her 
  immediately -- do so now!" 
  • 
  "You cannot fight against us and will only get 
  in the way and put your friends' lives at risk, 
  run out of the keep and stay out for at least 
  an hour." 
  Lucien relies on his improved invisibility and other spells 
  to keep him safe.  If the PCs can see him (or he doesn't 
  have improved invisibility at this APL), then he keeps 
  moving through walls to protect himself. 
  The spectral minions hide in the thick places of stone 
  around the stairwell.  They use Spring Attack to attack 
  the PCs and then move away.    The spectral minions and 
  Lucien 
  cannot 
  see 
  through 
  walls 
  and 
  cannot 
  automatically sense where the PCs are.  They must move 
  out into an open space and find out where the PCs are.  
  Their 80 ft. move should allow them to move out of the 
  walls, locate the PCs, and then move back into the walls. 
  If the party turns the spectral minions (which is more 
  difficult than normal due to the permanent unhallow on 
  the keep), Lucien flees with his servants, but returns a 
  few minutes later to start again when the turning has 
  worn off. 
  The most common solution for the party when dealing 
  with the spring attacking spectral creatures is to ready 
  actions to attack as soon as they come through the floors 
  and walls. 
  Important Note:  Lucien and the spectral minions 
  cannot enter the Arcane Library, pass the seal in the 
  underhalls, or exit the keep (neither can Ariel, unless she 
  is possessing someone). 
  APL 6 (EL 8) 
  � Lucien, Spectral Wiz5: hp 45; see Appendix 1. 
  APL 8 (EL 10) 
  � Lucien, Spectral Wiz5: hp 45; see Appendix 1. 
  � Spectral Guard: hp 54; see Appendix 1. 
  APL 10 (EL 12) 
  � Lucien, Spectral Wiz7: hp 63; see Appendix 1. 
  � Spectral Guards (2): hp 54 each; see Appendix 1. 
  APL 12 (EL 14) 
  � Lucien, Spectral Wiz9: hp 81; see Appendix 1. 
  � Spectral Guards (4): hp 54 each; see Appendix 1. 
  Treasure:  Unfortunately, none.  The possessions of the 
  spectral creatures are incorporeal, like the creatures, and 
  melt into nothingness if separated from them. 
  Encounter Fourteen: 
  The Arcane Library 
  (15 minutes) 
  This encounter occurs when the PCs successfully enter 
  the Arcane Library.  When this encounter ends, the PCs 
  can return to exploring the keep. 
  The party must enter the library to get the key to the 
  underhalls and vault of the abyssal well.  Unfortunately, 
  the passage to the Arcane Library is a magical one.  The 
  passage only opens when someone pets the cat on the 
  tapestry.  The cat yawns and stretches and the 
  passageway opens. 
  The tapestry in the mundane library is magical and a 
  detect magic allows the caster to see that it radiates 
  transmutation magic. 
  
  SHE3-03 Shades of Gray 
   
  Page 35 
  If the players ask if the tapestry has a cat, say it takes a 
  little while, but they do find a cat on the tapestry: 
  You 
  pass 
  through 
  the 
  tapestry 
  to 
  a 
  room 
  approximately 20 feet by 10 feet.  The room has two 
  simple bookshelves in the center of the room.  Only 
  about two dozen books remain.  On the easternmost 
  wall is a small reading desk. 
  Inside the drawer of the reading desk is a key to the 
  underhalls containing the Well of Vecna.  The only other 
  version of this key is with Vargalian.  The desk is 
  untrapped and unlocked. 
  Treasure: Of the books in the library, several are non-
  magical tomes about wizardry and sorcery.  One is a 
  spellbook (see the Treasure Summary).  The final book, 
  however, is a tome that radiates evil and magic if the 
  party tries to detect either.  It is written in Abyssal.  If the 
  party attempts to read it, give them Player Handout #9. 
  All APLs: L: 0 gp; C: 0 gp; M: spellbook from the Keep of 
  Storm Mountain (61 gp). 
  Presumably, after the party gets the key to the underhalls, 
  they immediately head to Room 14; proceed to 
  Encounter Fifteen in this case. 
  Encounter Fifteen: 
  Pits and Prisons 
  (15 minutes) 
  See DM Aid: Map #5 for the layout of the underhalls and 
  the Well of Vecna and Map #4 for a diagram of the trap. 
  At the end of the hallway is a large elaborate door.  
  From your end of the corridor, you see that arcane 
  symbols are written all over it.  In fact, as you look, 
  you note that there are symbols on the floor 10 feet in 
  front of the door as well.  From this distance you 
  cannot tell what they are or might be. 
  The Pit Trap 
  Unless the PCs search (Search DC varies, see below) the 
  first part of the hall for traps, the first PC in the party (or 
  the first two PCs, if walking side by side) must roll a 
  Reflex save or fall into a pit.  
  The pit is disguised by a permanent illusionary wall spell 
  (18
  th level caster) laid down horizontally.  Across the pit 
  and down the hall is the door to the underhalls.  Next to 
  the door is a hidden lever (Search DC 14 + the APL) that 
  can be lowered by hand or by magic (such as mage hand 
  or telekinesis).  This lever extends a platform over the pit 
  that characters can walk safely across but also covers the 
  hole trapping anyone inside the pit. 
  This trap was placed here by the wizards of Storm 
  Mountain to stop enemies from getting through to the 
  Well of Vecna.  The deadliness of the trap arises from the 
  permanent anti-magic field (18
  th level caster) filling the 
  pit below the illusory floor.  All spells and magic items on 
  a character in the pit are instantly suppressed (see the 
  description of the spell in the PH for more information).  
  This could have catastrophic results on some victims. 
  Climbing without a rope held from the top is almost 
  impossible, as it requires a character to climb across the 
  ceiling to get to the shaft (Climb DC 18 + the APL) back 
  to the surface.  The climb up the shaft is much easier 
  (Climb DC 10 + the APL).  If the party members have a 
  rope they can try to use it to help.  
  Even worse, when the PCs hit the bottom of the pit, they 
  trigger a crushing room trap.  At the end of the first 
  round, the walls start to move together.  There is some 
  rumbling beforehand, so the PCs are warned.  The walls 
  move together at a rate of 5 feet per round and they 
  always go last in initiative.  So at the end of the first 
  round after the PCs hit the bottom of the pit, the walls 
  have closed 5 feet on each side.  At the end of the second 
  round, the walls squeeze together and do damage to any 
  PCs and/or items down there (for items, remember to 
  subtract hardness from the damage).  The walls stay 
  compressed for three rounds (doing damage each round) 
  before separating and returning to their original 
  positions. 
  If 10 or more pounds touches the floor after the trap 
  resets, the trap will activate again. 
  APL 6 (EL 5) 
  � Well Camouflaged Pit Trap: CR 2; mechanical; 
  location trigger; automatic reset; Reflex save (DC 24) 
  avoids; 40 ft. deep (4d6, fall); Search (DC 24); Disable 
  Device (DC 20). 
  � Crushing Room: CR 4; mechanical; location trigger; 
  automatic reset; walls move together (4d6, crush); 
  multiple targets (all targets in the room); never-miss; 
  onset delay (2 rounds); Search (DC 24); Disable Device 
  (DC 20). 
  APL 8 & 10 & 12 (EL 7) 
  � Well Camouflaged Pit Trap: CR 4; mechanical; 
  location trigger; automatic reset; Reflex save (DC 25) 
  avoids; 40 ft. deep (4d6, fall); Search (DC 25); Disable 
  Device (DC 20). 
  
  SHE3-03 Shades of Gray 
   
  Page 36 
  � Crushing Room: CR 6; mechanical; location trigger; 
  automatic reset; walls move together (6d6, crush); 
  multiple targets (all targets in the room); never-miss; 
  onset delay (2 rounds); Search (DC 25); Disable Device 
  (DC 20). 
  The Broken Barriers 
  You stand before a door carved to resemble a skeletal 
  face.  The horrid visage glares at you with mocking 
  eyes and its mouth is drawn into a sneer.  The edge of 
  the door is engraved with ancient runes of powerful 
  warding.  But the seals have been broken and the 
  door stands cracked open.  Something dreadful lurks 
  beyond this portal. 
  The runes on the door were obviously some form of 
  magical barrier preventing persons or things from 
  crossing the hall from either direction.  The barriers are 
  all broken and have long since ceased to be magical with 
  the sole exception of the runes on the door. 
  A Spellcraft check (DC 10 + the APL) reveals that part of 
  the barrier is still intact and blocks undead from passing 
  through in either direction.  The PCs possessed by Ariel 
  believes that Ariel will have no problem getting through 
  the door as long as she is in a living body (and this is 
  correct). 
  Ariel’s Prison 
  As the party nears this room, tell the player of Ariel that 
  she feels very dry, parched, and thirsty again. 
  There is a locked iron door here with a heavy iron key 
  hanging from a hook in the wall next to it.   
  � Locked Iron Door: 2 in. thick; hardness 10; hp 60; 
  Break DC 28; Open Lock DC 20. 
  If the party uses the key to open the door or gets through 
  the door in some other way: 
  Inside, you see a sparse prison with a wooden bench, 
  and empty water pot.  Lying on the bench is a female 
  skeletal figure, dust covered, in a green velvet 
  clothing of fine-make.  On the wall are scratched the 
  words, “I call and I call and no one answers.  Is 
  anyone left alive? Does anyone remember that I am 
  here?   I am thirsty, so thirsty.  Vargalian will burn for 
  abandoning me.”  The small, slim, and now virtually 
  useless dagger used to carve the words rests on the 
  floor next to the skeleton. 
  This room is subject to a permanent anti-magic field (18
  th 
  level caster) filling the entire room. 
  Ariel Notes: Give the players time for the above 
  information to sink in.  Tell the player that is controlling 
  Ariel: 
  You now remember how you died.  Inside this prison 
  there is an anti-magic field so you were unable to use 
  your powers.  You ended up here because you were 
  captured when you attacked Lucien and Vargalian.  
  Although you slew Lucien, Vargalian survived and 
  had you imprisoned here to await trial for treason.  
  Due to the other troubles in the keep, you were 
  forgotten.  Your cries for water and food went 
  unheard. 
  You died of dehydration 3 days after you were locked 
  inside.  It would have been more humane to have 
  simply killed you on the spot when he captured you 
  so long ago! 
  Treasure:  At APL 6, Ariel was wearing a ring of 
  protection +1.  At APLs 8, 10, and 12, Ariel was wearing a 
  ring of protection +2.  The ring is still here as are Ariel’s 
  material components pouches. 
  APL 6: L: 0 gp; C: 0 gp; M: ring of protection +1 (167 gp). 
  APL 8: L: 0 gp; C: 0 gp; M: ring of protection +2 (667 gp). 
  APL 10: L: 0 gp; C: 0 gp; M: ring of protection +2 (667 gp). 
  APL 12: L: 0 gp; C: 0 gp; M: ring of protection +2 (667 gp). 
  When the PCs round the corner to the Well of Vecna, 
  proceed to Encounter Sixteen. 
  Encounter Sixteen: 
  Heart of Greater Darkness 
  (45 minutes) 
  You enter a sizable natural cavern, over 100 feet long 
  and over 60 feet wide.  Stalactites spike down from 
  the ceiling 15 feet above your head, and stalagmites 
  rise from the floor in horrible shapes that suggest 
  fangs.  The stony walls are covered with a black oily 
  sheen. 
  Your attention is drawn to the center of the room, 
  where a pool of swirling purple blackness writhes and 
  contorts in a seething display of corruption.  The 
  entire cavern oozes in unholy power. 
  A short peninsula of rock juts into the swirling 
  madness and on the rock is a throne crafted from the 
  same stone surrounding it.  Sitting there is a thin 
  whisper of a man, in clothes that were once fine, but 
  now hang in ragged tatters about his person.  His hair 
  is thin and gray.  His face is pale and desiccated.  He 
  is chanting softly in a dry raspy voice and moving his 
  hands in a strange arcane pattern.  You notice that his 
  
  SHE3-03 Shades of Gray 
   
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  hand movements seem to be controlling the swirling 
  of the pool.  While it appears he is deep in 
  concentration, it is obvious he is aware of your 
  presence as he shouts: “Be gone intruders!  I cannot 
  protect you from the Horrors of the Well.  You have 
  been warned!” 
  The Well of Vecna is a vortex to the Negative Energy 
  Plane.  Touching the vortex is a bad thing, causing 1d6 
  points of damage from negative energy (no save) each 
  round the PC is in contact with the darkness. 
  If a PC falls into the Well (or is dragged in), he or she 
  takes the damage listed above and must immediately 
  make a Fortitude save (DC 25) or gain a negative level. 
  The PC takes additional damage and must make an 
  additional save each round he or she is in the well.  A PC 
  whose negative levels equal its current levels is slain, 
  becoming a wraith in one round.  Since the Well bestows 
  negative energy levels to those inside of it, the Horrors 
  (described below) heal 5 additional hit points a round as 
  long as they are in the Well. 
  Madness of Vargalian 
  Vargalian cannot be surprised.  He has mental trigger 
  alarm spells throughout the underhalls and is expecting 
  the party.  Fortunately for the party, however, the 
  Archmage Vargalian is occupied controlling the 
  swordwraiths of the Stark Mounds and using them to 
  fight the “second Keoish invading army.” 
  Vargalian is quite mad.  The powerful forces of evil that 
  he harnessed turned him into an undead creature and he 
  has lost all sense of time.  His plan to save the Grand 
  Duchy over 140 years ago worked all too well, but he 
  doesn’t know it.  Currently, there is a Keoish army 
  marching through the Stark Mounds to free Gorna from 
  the giant forces.  Vargalian believes this to be a second 
  Keoish invasion trying to finish conquering Geoff where 
  the first army failed.  He is, at the moment the PCs enter 
  the cavern, in the process of rallying the swordwraiths 
  into formations and attacking the Keoish army.  He does 
  not stop controlling the creatures to defend himself.  He 
  was and still is ready to die to save his Brenin. 
  During the battle, Vargalian speaks to the party while he 
  continues to perform the Ritual of Control over the Well: 
  Battle Round 1 
   “Keoish dogs and Gyric traitors!  Why do you 
  interfere?  I must save the Duchy from the murderous 
  Keoish invaders!” 
  At any time, if the party tries to talk and reason with him, 
  he says things like, “Liars!  Do you think me fooled so 
  easily?  I will not listen to your deceit!”  He is quite 
  insane and cannot be reasoned with. 
  “I care not for your feeble stings, assassins!”  
  Vargalian continues to concentrate upon the swirling 
  mass before him. 
  If at this point, or any point in the combat thereafter, the 
  PCs succeed at a Spot check (DC 10 + the APL), they 
  notice that images are visible deep inside the swirling 
  maelstrom. 
  You can see deep within the pool, what must be an 
  image of the swordwraiths of the Stark Mounds 
  gathering in battle formations for war and descending 
  upon a living Keoish army that is being heavily 
  battered.  It is apparent that Vargalian is controlling 
  the wraiths and the battle between the living and the 
  dead is joined. 
  Battle Round 2 
  In the same dry raspy voice, Vargalian exclaims 
  “Ariel, I do not know how you escaped your prison, 
  but you cannot escape justice! Why are you so eager 
  for the Keolanders to destroy everything our Brenin 
  Arnod has worked for?” 
  Battle Round 3 
  “First, King Tavish sends an army to burn our villages 
  and towns.  Now he sends a second army to murder 
  and kill our citizens!  How can you serve such a king? 
   I will destroy this army like the first.  I will not fail!” 
  Battle Round 4 and Beyond 
  For this and all subsequent rounds, have him simply 
  respond to things the party is doing.  For example: 
  “You don’t like the cold touch of the Horrors do you? 
   Well I warned you -- so my conscience is clear!" 
  The Horrors of the Well 
  Inside the Well of Vecna are the Horrors of the Well who 
  are hiding inside the roiling darkness.  Roll Hide checks 
  for them with a circumstance bonus of +10 because they 
  are so well hidden by the swirling maelstrom of negative 
  energy.  On each character’s turn, give them a Spot check 
  to see if they spot the Horrors – remember to subtract 1 
  for every 10 feet of distance between the two.   
  The Horrors prefer to allow the PCs to enter the room 
  fully before attacking (with surprise if the PCs don’t spot 
  them).  Their preference is to allow the PCs to start 
  walking around the Well to get at Vargalian.  Once many 
  of the PCs are close to the pool, the creatures attack the 
  
  SHE3-03 Shades of Gray 
   
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  PCs.  Note that the ceilings are only 15 feet high – so 
  flying over the pool still earns a surprise attack from the 
  Horrors. 
  If the PCs refuse to enter the room, a Horror slips a single 
  tentacle above the surface of the roiling darkness (the 
  Horrors see through their tentacles) and casts hold 
  monster or charm monster as necessary to isolate threats 
  and to convince the PCs to come nearer. 
  The Well is 20 feet “deep”.  Anything passing more than 
  20 feet into the depths of the Well instantly enters the 
  Negative Energy Plane.  The Horrors will not pass into 
  the Negative Energy Plane if at all possible as they know 
  it will take them too long to return (the only exception to 
  this is if they are reduced to 0 hp and forced to go 
  gaseous).  To return to Oerth, a creature must pass back 
  into the Well, a five-hour process.  Movement inside the 
  Well is as if gravity pulls in whatever direction the 
  individual desires.  The individual determines what 
  direction is down (for itself) and can then move through 
  the darkness of the well at their normal Walk speed (only 
  perpendicular to the direction that is down to them) or 
  Swim speed (in any direction). 
  The Well is filled with an impenetrable darkness that 
  cannot be countered or dispelled.  The roiling darkness of 
  the Well gives the Horrors (and any other creatures in 
  the Well) concealment.  If a creature in the Well remains 
  near the surface (within 10 feet of the surface), they have 
  half concealment (20% miss chance) from those outside 
  the Well; the Horrors do this normally and can attack up 
  to 15 feet away with their tentacles.  If the party tries to 
  stay back and hit the Horrors with only arrows and/or 
  magic, they sink completely down into the Well (10 to 20 
  feet deep), which gives them total concealment.  The 
  Horrors then hide and resurface elsewhere to strike at 
  the PCs without warning.  Other than when the party 
  only attacks from afar, the Horrors descend to the depths 
  of the Well only when they’ve been forced to go gaseous 
  when they’ve lost all of their hit points.  The Horrors will 
  stay in the Well if at all possible. 
  PCs in the Well have the same concealment as the 
  Horrors to those outside the Well.  Anything in the Well 
  has full concealment from anything else in the Well 
  unless within 5 feet of one another (half concealment in 
  this situation). 
  One of the Horrors has used, and the others (at higher 
  APL) will use, their wall of force powers to protect 
  Vargalian from the party.  This is the only way they use 
  their wall of force power during this encounter.  
  Vargalian’s rituals have, as a side affect, fed the Horrors 
  for over a century and the Horrors are not interested in 
  seeing that particular gravy train end.  Whenever 
  possible, however, they try to attack with all of their 
  twelve attacks. 
  Important Note #1: Only 3 tentacles of a Horror can 
  attack a Medium or Small creature at any one time.  Large 
  creatures can be attacked by up to 6 tentacle attacks at a 
  time.  If a Horror successfully grabs an opponent, it will 
  normally drag it to the edge of the Well, but not into it 
  (so it can feed on the creature’s life force rather than have 
  the Well drain their life force).  However, a Horror will 
  drag a particularly tough opponent into the Well, if it 
  determines that the opponent is too dangerous to simply 
  feed upon. 
  Important Note #2:  Unlike most vampires, the energy 
  drain of the Horrors work on every slam attack made by 
  the creatures.  This is an exception to the once per round 
  rule of most vampires.  This is due to the Horror's 
  proximity to the Well of Vecna.  However, unlike most 
  vampires, the Horrors only bestow one negative energy 
  level, rather than the normal two, upon a successful slam 
  attack, and the target receives a save to avoid the negative 
  energy level.  No matter how many times a PC is hit and 
  they fail their save against the energy drain attack in a 
  single round, a given PC can receive only one negative 
  level (two on a critical) each round from a given Horror. 
  APL 6 (EL 9) 
  � Horror of the Well, Vampiric Darktentacles: hp 81; 
  see Appendix 1. 
  APL 8 (EL 10) 
  � 
  Horror 
  of 
  the 
  Well, 
  Advanced 
  Vampiric 
  Darktentacles: hp 117; see Appendix 1. 
  APL 10 (EL 12) 
  � Horrors of the Well, Advanced Vampiric 
  Darktentacles (2): hp 117 each; see Appendix 1. 
  APL 12 (EL 14) 
  � Horrors of the Well, Advanced Vampiric 
  Darktentacles (3): hp 162 each; see Appendix 1. 
  Ariel at the Well of Vecna 
  The player running Ariel should be pushing hard for her 
  to destroy Vargalian.  She will not leave the cavern until 
  he is destroyed (so a player is not permitted to have the 
  possessed PC leave the cavern).  Ariel’s spells are very 
  useful against the Horrors (and she is aware of this).  If 
  the PC she possesses is grappled and unable to break 
  
  SHE3-03 Shades of Gray 
   
  Page 39 
  away, she will leave that PC’s body and instead lob spells 
  in her ghost form. 
  If the PCs are concentrating their attention on Vargalian 
  and are getting frustrate, Ariel realizes that the Horrors 
  are the key: 
  "Destroy the Horrors in the Well!  They are 
  protecting him!  Destroy them and he will be 
  unprotected.  As long as he commands the 
  swordwraiths, he cannot attack us." 
  If Ariel is not present and the players have not figured 
  out that they need to kill the Horrors to get to Vargalian, 
  allow them a Wisdom or Intelligence Check (DC 15) to 
  receive this hint. 
  Killing Vargalian 
  Until the Horrors are slain, Vargalian is untouchable.  A 
  hemispheric wall of force protects him.  In addition, he 
  has a globe of invulnerability up as well as five different 
  protections from elements spells (one for each type of 
  energy) cast at the highest level of protection.  He has a 
  protection from evil cast as well, so he cannot be 
  dominated.  All of these spells are cast as an 18
  th level 
  wizard. 
  Once the Horrors are slain, the wall of force crumbles.  
  The PCs can walk right up to Vargalian without problem. 
   Vargalian takes no actions against the PCs as his 
  attention is drawn to the swordwraiths and controlling 
  them is a full-round action. 
  Any solid blow on Vargalian kills him.  When Vargalian 
  is killed, read this text, amending it as necessary to reflect 
  how he died: 
  Vargalian’s body collapses to the floor, cracking like 
  brittle paper.  His voice is but a whisper as he dies, 
  “forgive me my Brenin, I have failed you …”  
  Vargalian's body crumbles into scraps and ribbons. 
  The Fate of Ariel 
  If they succeeded in killing Vargalian, read the following 
  to the PC possessed by Ariel: 
  You feel a wave of gratitude wash over you as Ariel 
  begins to leave your body.  “Thank you, friend, for 
  saving me from this place and allowing me to reach 
  the heavens.  Farewell.” 
  You feel Ariel Fireheart leave your body.  You are 
  back to normal. You remember everything that 
  happened while Ariel was inside of you. 
  Pause a moment then: 
  You all hear Ariel’s beautiful voice filled with abject 
  terror, “no … not that … the well is pulling me in … 
  help me … nooooo …  you WILL NOT TAKE ME 
  ….”  
  And then, there is silence. 
  Allow this to sink in for a while.  Allow the PCs to think 
  that Ariel is dead.  At this time, determine whether or not 
  the PC possessed by Ariel qualifies for the Ariel Fireheart 
  reward (see the Treasure Summary).  The criteria are: 
  1. 
  Ariel possessed the PC. 
  2. 
  The PC was nice to Ariel and talked with her 
  and was sympathetic to her goals. 
  3. 
  The PC did not persistently try to throw Ariel 
  out of his or her body, especially after she 
  explained her situation. 
  4. 
  The PC was not disrespectful to her corpse. 
  5. 
  The PC helped her succeed in destroying 
  Vargalian. 
  If the player qualifies, read the following to the player: 
  Your [the item Ariel inhabits] grows hot yet it does not 
  burn you.  Ariel’s voice, now sounding tired and 
  confused, comes from your [the item Ariel inhabits], 
  “Woe. Woe is my fate.  I sought peace for my soul but 
  I found oblivion instead.  I hope you don't mind, but 
  I had to save myself.  This was the only means that 
  would save my soul from the Well.  And I've grown 
  fond of you." 
  If a PC does not qualify for the Ariel Fireheart reward, 
  Ariel’s soul was sucked into the Well and is irretrievably 
  lost. 
  Treasure:  In the dust of what was once Lucien is his 
  headband of intellect.  It has a +2 bonus at APLs 6 and 8 
  and a +4 bonus at APLs 10 and 12. 
  APL 6: L: 0 gp; C: 0 gp; M: headband of intellect +2 (333 
  gp). 
  APL 8: L: 0 gp; C: 0 gp; M: headband of intellect +2 (333 
  gp). 
  APL 10: L: 0 gp; C: 0 gp; M: headband of intellect +4 
  (1,333 gp). 
  APL 12: L: 0 gp; C: 0 gp; M: headband of intellect +4 
  (1,333 gp). 
  Encounter Seventeen: 
  Temptation 
  (15 minutes) 
  
  SHE3-03 Shades of Gray 
   
  Page 40 
  Once Vargalian is destroyed, the swirling mass of the 
  Well of Vecna reveals the following: 
  The swordwraiths seem to lose their formations and 
  phalanxes, but they continue to fight and kill the 
  allied soldiers.  You see living Keoish soldiers fall 
  under the onslaught.  Their swords and spears seem 
  to bounce off the swordwraiths ineffectively, but the 
  swordwraiths’ weapons have no difficulty finding 
  living flesh. 
  Any PC that sits on the throne – and those that touch the 
  PC sitting -- instantly know that they can concentrate and 
  control the wraiths.  Any PC in this situation is also 
  consider friendly by the Horrors and will not be attacked 
  while they maintain this contact.  The PCs have three 
  choices: 
  Doing Nothing 
  If the PCs do nothing, the swordwraiths cause 
  catastrophic harm to the Keoish army and the Battle for 
  Gorna becomes extremely difficult, if not impossible.  
  Many swordwraiths die in the battle with the Keoish 
  army and their souls are forever destroyed.  Proceed to 
  Conclusion A. 
  Controlling the Swordwraiths 
  To force the swordwraiths to obey the PC’s bidding, the 
  PC must succeed at a Concentration check (DC 10 + the 
  APL).  It takes 5 consecutive rounds of successful 
  concentration (with a Concentration check each round) 
  to assume control of the swordwraiths.  All those 
  characters touching the throne and the sitting character 
  can aid in the effort (one PC can roll the check to 
  determine success and every other PC can roll against a 
  DC 10 to aid the controlling PC, providing a +2 
  circumstance bonus to the controlling PC’s check). 
  The wraiths can be sent to Gorna to fight and kill giants 
  and orcs if the PCs wish.  It will take several days for the 
  swordwraiths to journey to Gorna and several more days 
  for them to breach the walls.  The swordwraiths cannot 
  leave the Stark Mounds.  Gorna is on the edge of the 
  Stark Mounds.  Proceed to Conclusion B. 
  Destroying the Throne 
  Alternatively, the players can choose to destroy the 
  throne.  This disrupts the swordwraiths’ hold upon their 
  Keoish victims and causes them to dissipate.  The 
  possessed soldiers’ souls are free to go to their proper 
  final rest after 140+ years of torment.  The throne can be 
  destroyed with a concerted effort, but is strong enough to 
  ignore casual blows.  Proceed to Conclusion C. 
  � Throne: hardness 10; hp 180. 
  Judge's Role During the Decisions 
  This should be a tough choice for the players.  If they 
  seem to quickly gravitate toward an answer, try to raise 
  moral issues for them to make the choice tougher.  You 
  want the players to be fully informed of all of the 
  ramifications that their decision has. 
  If the PCs are obviously leaning in favor of freeing the 
  wraiths instantly by destroying the throne, have them 
  make an Intelligence check.  Those who make DC 5 
  realize that thousands of the allied soldiers will die 
  against the walls of Gorna if the characters do not use the 
  swordwraiths to their advantage.  With this single action, 
  they could save thousands of lives!  In addition, the giants 
  are deeply entrenched in Gorna.  The siege will not 
  succeed unless the swordwraiths are used.  Besides, the 
  throne can be destroyed afterward anyway. 
  If the PCs are obviously leaning toward controlling the 
  wraiths, have them make an Intelligence check.  Those 
  who make DC 5 remember that when a swordwraith is 
  destroyed, the innocent Keoland soldier soul trapped 
  inside is forever destroyed and will never reach its final 
  reward. 
  Conclusion 
  (10 minutes) 
  Conclusion A 
  The PCs die or fail to defeat Vargalian before the Battle of 
  Gorna begins: 
  You leave the Stark Mounds in defeat, not able to 
  solve the puzzle of the swordwraiths.  When you 
  return to Preston, you learn the worse.  The Keoish 
  Royal Standards were attacked by hundreds of 
  swordwraiths – numbers never seen before since the 
  Battle of Gorna in CY 450.  They acted in disturbing 
  unison and sought the destruction of the Keoish 
  forces with single-minded obsession.  Even worse, as 
  the Keoish soldiers fell to their blades, they rose as 
  new swordwraiths. 
  The Royal Standards were driven back to Sterich with 
  enormous losses.  Half of their force was slain and 
  most of their supplies abandoned.  Without the Royal 
  Standards, the allied armies haven't the strength to 
  establish a siege of the giant-held Gorna.  The siege 
  failed. 
  Any surviving members get partial treasure and 
  experience depending upon where they gave up. 
  
  SHE3-03 Shades of Gray 
   
  Page 41 
  Conclusion B 
  The PCs defeat Vargalian and choose to use the Rite of 
  Control: 
  Before you in the roiling darkness, you can see the 
  Stark Mounds spread out.  The throne amplifies your 
  desires and you can feel the swordwraiths responding 
  to your wishes.  The wraiths pull away from their 
  attacks on the Keoish Royal Standards and stream 
  north toward Gorna. 
  It takes days for the wraiths to make it to the walls of 
  Gorna and then several more for the wraiths to pierce 
  the defenses of Gorna.  Goblins, orcs, and hobgoblins 
  are helpless against the onslaught.  Even the giants 
  are hard pressed.  The arrival of the allied armies 
  spells a likely doom for the giants. 
  The PC who sits in the throne and those who assist that 
  PC to control the swordwraiths long enough to sack 
  Gorna gain the Taint of the Well of Vecna (see the 
  Treasure Summary).  In addition, all the PCs receive the 
  Favor of Grand Duke Owen, the Favor of Abinar the 
  High Wizard, and the Influence with the Keoish Royal 
  Standards (see the Treasure Summary). 
  Conclusion C 
  The party defeats Vargalian and chooses to free the 
  sword-wraiths immediately (by destroying the throne): 
  The well begins to violently convulse.  The image of 
  the Stark Mounds is consumed by the roiling ichors 
  of the Well.  The purplish black fluid leaps upward 
  into a shape that is not unlike an enormous skull with 
  a star in the place of its left eye.  The skull's mouth is 
  open in a scream, but you hear no sound. 
  As quickly as the image appears, it submerses into the 
  Well and disappears beneath the surface of the 
  darkness. 
  As you leave the keep, you notice that the dread that 
  filled the structure is gone.  An ancient evil is gone 
  and the tormented spirits have passed to their final 
  reward. 
  All the PCs receive the Favor of Abinar the High Wizard 
  and the Influence with the Keoish Royal Standards (see 
  the Treasure Summary). 
   
   
  The End 
  Experience Point Summary 
  To award experience for this adventure, add up the values 
  for the objectives accomplished. Then assign the 
  experience award.  Award the total value (objectives plus 
  roleplaying) to each character. 
  Encounter Six 
  Defeat the swordwraiths 
   
   
  APL 6 – 240 xp; 
   
  APL 8 – 300 xp; 
   
  APL 10 – 360 xp; 
   
  APL 12 – 420 xp. 
  Encounter Seven 
  Defeat the giant forces 
   
   
  APL 6 – 240 xp; 
   
  APL 8 – 300 xp; 
   
  APL 10 – 360 xp; 
   
  APL 12 – 420 xp. 
  Encounter Eleven 
  Defeat the caryatid columns 
   
   
  APL 6 – 180 xp; 
   
  APL 8 – 240 xp; 
   
  APL 10 – 300 xp; 
   
  APL 12 – 360 xp. 
  Disable or survive the trap  
   
  APL 6 – 120 xp; 
   
  APL 8 – 150 xp; 
   
  APL 10 – 210 xp; 
   
  APL 12 – 270 xp. 
  Encounter Thirteen 
  Defeat the spectral forces  
   
  APL 6 – 240 xp; 
   
  APL 8 – 300 xp; 
   
  APL 10 – 360 xp; 
   
  APL 12 – 420 xp. 
  Encounter Fifteen 
  Disable or survive the trap  
   
  APL 6 – 150 xp; 
   
  APL 8 – 210 xp; 
   
  APL 10 – 210 xp; 
   
  APL 12 – 210 xp. 
  Encounter Sixteen 
  Defeat the Horrors of the Well 
   
   
  APL 6 – 270 xp; 
   
  APL 8 – 300 xp; 
   
  APL 10 – 360 xp; 
   
  APL 12 – 420 xp. 
  
  SHE3-03 Shades of Gray 
   
  Page 42 
  Conclusion 
  Controlled or freed the swordwraiths 
   
  APL 6 – 180 xp; 
   
  APL 8 – 225 xp; 
   
  APL 10 – 270 xp; 
   
  APL 12 – 315 xp. 
  Discretionary Role-playing Award 
  Judge may allocate up to the following for good role-
  playing 
   
  APL 6 – 180 xp; 
   
  APL 8 – 225 xp; 
   
  APL 10 – 270 xp; 
   
  APL 12 – 315 xp. 
  Total Possible Experience 
   
  APL 6 – 1,800 xp; 
   
  APL 8 – 2,250 xp; 
   
  APL 10 – 2,700 xp; 
   
  APL 12 – 3,150 xp. 
  Treasure Summary 
  During an adventure, characters encounter treasure, 
  usually finding it in the possession of their foes.  Every 
  encounter that features treasure has a “treasure” section 
  within the encounter description, giving information 
  about the loot, coins, and magic items that make up the 
  encounter’s treasure. 
  The loot total is the number of gold pieces each character 
  gains if the foes are plundered of all their earthly 
  possessions.  Looting the bodies takes at least 10 minutes 
  per every 5 enemies, and if the characters cannot take the 
  time to loot the bodies, they do not gain this gold.  If you 
  feel it is reasonable that characters can go back to loot the 
  bodies, and those bodies are there (i.e., not carted off by 
  dungeon scavengers, removed from the scene by the local 
  watch, and so on), characters may return to retrieve loot.  If 
  the characters do not loot the body, the gold piece value for 
  the loot is subtracted from the encounter totals given 
  below. 
  The coin total is the number of gold pieces each character 
  gains if they take the coin available.  A normal adventuring 
  party can usually gather this wealth in a round or so.  If for 
  some reason, they pass up this treasure, the coin total is 
  subtracted from the encounter totals given below. 
  Next, the magic items are listed.  Magic item treasure is the 
  hardest to adjudicate, because they are varied and because 
  characters may want to use them during the adventure.  
  Many times characters must cast identify, analyze 
  dweomer or similar spell to determine what the item does 
  and how to activate it.  Other times they may attempt to 
  use the item blindly.  If the magic item is consumable (a 
  potion, scroll, magic bolts, etc.) and the item is used before 
  the end of the adventure, its total is subtracted from the 
  adventure totals below. 
  Once you have subtracted the value for unclaimed treasure 
  from each encounter add it up and that is the number of 
  gold pieces a characters total and coin value increase at the 
  end of the adventure.  Write the total in the GP Gained 
  field of the adventure certificate.  Because this is a Regional 
  scenario, characters may spend additional Time Units to 
  practice professions or create items immediately after the 
  adventure so this total may be modified by other 
  circumstances. 
  L:  Looted gear from enemy 
  C:  Coin, Gems, Jewelry, and other valuables 
  M:  Magic Items (sell value)  
  Encounter Seven 
   
  APL 6: L: 215 gp; C: 0 gp; M: 442 gp. 
   
  APL 8: L: 107 gp; C: 0 gp; M: 1,353 gp. 
   
  APL 10: L: 283 gp; C: 0 gp; M: 3,198 gp. 
   
  APL 12: L: 374 gp; C: 0 gp; M: 5,382 gp. 
  Encounter Eleven 
   
  All APLs: L: 25 gp; C: 0 gp; M: 1,150 gp. 
  Encounter Fourteen 
   
  All APLs: L: 0 gp; C: 0 gp; M: 61 gp. 
  Encounter Fifteen 
   
  APL 6: L: 0 gp; C: 0 gp; M: 167 gp. 
   
  APL 8: L: 0 gp; C: 0 gp; M: 667 gp. 
   
  APL 10: L: 0 gp; C: 0 gp; M: 667 gp. 
   
  APL 12: L: 0 gp; C: 0 gp; M: 667 gp. 
  Encounter Sixteen 
  APL 6: L: 0 gp; C: 0 gp; M: 333 gp. 
  APL 8: L: 0 gp; C: 0 gp; M: 333 gp. 
   
  APL 10: L: 0 gp; C: 0 gp; M: 1,333 gp. 
   
  APL 12: L: 0 gp; C: 0 gp; M: 1,333 gp. 
  Total Possible Treasure (Maximum Reward 
  Allowed) 
   
  APL 6: L: 240 gp; C: 0 gp; M: 2,153 gp  - Total: 2,393 
  gp (1,600 gp). 
   
  APL 8: L: 132 gp; C: 0 gp; M: 3,564 gp  - Total: 3,696 
  gp (2,500 gp). 
   
  APL 10: L: 308 gp; C: 0 gp; M: 6,409 gp  - Total: 6,717 
  gp (4,200 gp). 
   
  APL 12: L: 399 gp; C: 0 gp; M: 8,593 gp  - Total: 8,992 
  gp (6,000 gp). 
  
  SHE3-03 Shades of Gray 
   
  Page 43 
  Special 
  � Taint of the Well of Vecna: You have bathed yourself 
  in the necromantic magic of the Well of Vecna and its 
  taint clings to you like some foul oil.  For the next 52 TUs 
  played or otherwise used in game, you are cursed by the 
  Taint of the Well.  You register as having a faint aura of 
  evil, magic, and undead to detection spells.  Even worse, 
  cure spells act as inflict spells, and inflict spells act as cure 
  spells, just as if you were undead.  As a small benefit, 
  mindless undead do not attack you unless either 
  specifically commanded to by their controller or you 
  attack the undead.  Attacking one member of a group of 
  mindless undead counts as attacking the entire group. 
  � Influence with the Keoish Royal Standards: Power 
  ranking (Metaorg) and Political Alignment (Any).  
  Contact the Keoland Triad for more details. 
  � Favor of Abinar the High Wizard: You have succeeded 
  in ending the curse of the swordwraiths of the Stark 
  Mounds.  Abinar is thrilled with your success and 
  rewards you with his favor.  You may exchange this favor 
  after any meta-regional scenario in the Sheldomar Valley 
  for access to purchase an upgrade to one of your weapons, 
  choosing one of the following upgrades (circle the one 
  selected at the time that the favor is used):  keen, 
  returning, spell storing, or a +1 to +2 enhancement 
  upgrade.  The cost of upgrading is the difference between 
  the cost of the final item and the cost of the initial item.  
  (This favor counts as a Favor Level B in Geoff.  It may be 
  beneficial in other regions at the discretion of the local 
  triad.) 
  � Favor of Grand Duke Owen: You have taken upon 
  yourself the Taint of the Well of Vecna and used the 
  swordwraiths to fight the giants at Gorna.  Your actions 
  have reduced the casualties of the armies of the 
  Sheldomar enormously and earned the gratitude of 
  Grand Duke Owen.  You may exchange this favor after 
  any meta-regional scenario in the Sheldomar Valley for 
  access to purchase one of the following items (circle the 
  one selected at the time that the favor is used):  cloak of 
  displacement (minor), pearly white ioun stone, ring of 
  wizardry I, or a rod of splendor.  (This favor counts as a 
  Favor Level A in Geoff.  It may be beneficial in other 
  regions at the discretion of the local triad.) 
  � Eyes of Arcane Sight: This pair of spectacles rest on the 
  user's nose and enable him to use arcane sight (Sor/Wiz 3 
  divination spell from Tome & Blood) once per day upon 
  command.  The effect lasts for 5 minutes and is similar to 
  the detect magic spell.  When active, the wearer 
  immediately knows the number and location of all 
  magical auras within 120 feet viewed through the 
  spectacles.  The wearer knows the strength and school of 
  each aura as noted in the description of detect magic.  If 
  you spend a full round action scrutinizing a creature 
  within range, you can determine if it has any spellcasting 
  or spell-like abilities, whether they are arcane or divine 
  (spell-like abilities register as arcane), and the strength of 
  the most powerful ability the creature currently has 
  available for use.  Caster Level: 5th; Prerequisites:  Craft 
  Wondrous Item, arcane sight; Market Price: 5,400 gp; 
  Weight: – lbs. 
  � Harp of Subtle Melodies: While playing this harp, a 
  bard can disguise up to three bardic spells per day that he 
  casts as though using the Disguise Spell feat (from Song 
  & Silence).  A disguised spell can’t be identified through 
  a Spellcraft check and its origin won’t be obvious to 
  observers unless the spell normally visibly emanates from 
  the caster.  Caster Level: 17th; Prerequisites: Craft 
  Wondrous Item, Disguise Spell; Market Price: 5,400 gp; 
  Weight: 5 lbs. 
  � Spellbook from the Keep of Storm Mountain: You 
  found this spellbook in the Arcane Library of the Keep.  
  1
  st—[cause fear, charm person, expeditious retreat, hold 
  portal, mage armor, ray of enfeeblement, shield, silent 
  image, true strike]; 2
  nd—[blindness/deafness, choke 
  (from Tome & Blood), Melf's acid arrow, protection from 
  arrows, Tasha's hideous laughter]; 3
  rd—[dispel magic, 
  negative energy burst (from Tome & Blood), protection 
  from elements, stinking cloud, suggestion]; 4
  th—[charm 
  monster, emotion, fear, improved invisibility, minor 
  globe of invulnerability, Otiluke's dispelling screen (from 
  Tome & Blood)]; 5
  th—[dominate person, feeblemind, 
  spirit wall (from Tome & Blood)].  Market Price: 730 gp; 
  Weight: 3 lbs. 
  � Ariel Fireheart  
  Ariel Fireheart was once a beautiful and powerful 
  sorceress who delighted in fire magic.  She died through 
  tragic circumstances and her spirit returned as a ghost.  
  In a desperate gambit to save herself from oblivion, Ariel 
  Fireheart possessed one of your magic items.  She chose 
  you because you were kind to her and helped her even 
  though she was a ghost.  Her presence is comforting, and 
  you can feel her love for you. 
  Ariel prefers to possess melee weapons, but she will 
  possess other items if you do not have a magical melee 
  weapon.  If she possesses another magic item, she does so 
  in the following order: ranged weapons, then rings and 
  jewelry, then clothes, and then anything else that may be 
  available.  She only possesses permanent items, not single 
  use items or ones with charges (such as wands or staves). 
  Ariel Fireheart has the following mental abilities when 
  she first possesses your magic item.  Int 14, Wis 12, Cha 
  20.  She speaks and reads Common, Flan, and Keoish.  
  
  SHE3-03 Shades of Gray 
   
  Page 44 
  She begins with an Ego 9.  She is Chaotic Good.  Ariel's 
  possession of your magic item initially costs 5,580 gp as 
  she takes an appropriate amount of gold and other 
  precious items in your possession and melds them into 
  the magic item (which makes it more attractive looking). 
   If you are unwilling to expend this amount of gold, 
  Ariel's possession of the magic item fails, and her soul is 
  destroyed.  If Ariel Fireheart’s possession of your magic 
  item was successful, it is now an intelligent item (as per 
  the DMG). 
  Ariel can make certain upgrades available for the magic 
  item that she inhabits if you treat her well and return her 
  affections.  Ariel also can use these abilities of her own 
  volition and will do so to protect you.  If Ariel has not 
  attempted to take control of you in three adventures and 
  you are willing to buy her gifts (the costs of the upgrades 
  below), Ariel makes the following upgrades available 
  after any Sheldomar Valley Meta-Regional scenario (but 
  only one upgrade can be purchased at any given 
  opportunity): 
  • 
  Ariel can cast feather fall on the wielder 1/day 
  (as a 1
  st level sorcerer).  Cost of upgrade is 315 
  gp.  This adds 1 point to Ariel's Ego. 
  • 
  If possessing a weapon, Ariel grants the weapon 
  the flaming burst special ability.  Cost of 
  upgrade as per the DMG.  This adds 2 points to 
  Ariel's Ego. 
  • 
  Ariel has 10 ranks of Knowledge (arcana).  Cost 
  of upgrade is 1,800 gp.  This adds 1 point to 
  Ariel's Ego. 
  • 
  Ariel has 10 ranks of Spellcraft.  Cost of upgrade 
  is 1,800 gp.  This adds 1 point to Ariel's Ego. 
  • 
  Ariel can cast wall of fire 1/day (as a 7
  th level 
  sorcerer).  Cost of upgrade is 9,072 gp.  This adds 
  2 points to Ariel's Ego. 
  • 
  Ariel can cast fireball 1/day (as an 8
  th level 
  sorcerer).  Cost of upgrade is 7,776 gp.  This adds 
  2 points to Ariel's Ego. 
  Ariel is used to a pampered life and insists that you 
  maintain a rich lifestyle.  If you do not, she attempts to 
  gain dominance over you (as per the DMG) to force you 
  spend the money.  If that fails, Ariel refuses to use any of 
  her special powers until you adopt a rich lifestyle, 
  apologize to her, and take her out to dinner. 
  Ariel Fireheart is a jealous mistress.  If you have a friendly 
  interaction with a person of the opposite sex who has a 
  Charisma 14 or higher, Ariel first tries to dominate you 
  and then attempts to alienate the person.  If that fails, 
  Ariel withdraws into the item to sulk until the attractive 
  person is further than 30 feet away, you apologize to her, 
  and you promise to take her out somewhere nice.  Until 
  you do so, Ariel refuses to use any of her special powers 
  on your behalf. 
  Ariel's Current Ego:  _____________ 
  Item Ariel is Possessing:  __________________________________________  
  Items for the Adventure Record 
  Item Access 
  APL 6: 
  � Scroll of Dimension Door (Adventure, 7
  th level 
  caster, DMG) 
  � Potion of Cure Serious Wounds (Adventure, 5
  th 
  level caster, DMG) 
  � Potion of Haste (Adventure, 5
  th level caster, 
  DMG) 
  � Chime of Opening (Adventure, DMG) 
  � Harp of Subtle Melodies (Adventure, see above) 
  � Eyes of Arcane Sight (Adventure, see above) 
  � Headband of Intellect +2 (Adventure, DMG) 
  � Spellbook from the Keep of Storm Mountain 
  (Adventure, see above) 
  APL 8 (APL 6 Items plus): 
  � Pearl of Power (1
  st level) (Adventure, DMG) 
  � Potion of Gaseous Form (Adventure, 5
  th level 
  caster, DMG) 
  � +1 Mighty Composite Longbow (+3 Str bonus) 
  (Adventure, DMG) 
  � Ring of Protection +2 (Adventure, DMG) 
  APL 10 (APL 6, 8 Items plus): 
  � +2 Full Plate (Adventure, DMG) 
  � Cloak of Resistance +2 (Adventure, DMG) 
  � Headband of Intellect +4 (Adventure, DMG) 
  APL 12 (APL 6, 8, 10 Items plus): 
  � Bracers of Archery (Adventure, DMG) 
   
   
   
  
  SHE3-03 Shades of Gray 
   
  Page 45 
  Appendix I: NPC Encounters 
  APL 6 
  Encounter Six 
  Orc Swordwraith: CR 4; Male Orc War3; Medium 
  Undead; HD 3d12; hp 27; Init +0; Spd 30 ft.; AC 14 (touch 
  10, flat-footed 14) [+4 armor]; Atk +7 melee (1d12+4 plus 
  Str damage/x3, +1 greataxe) or +3 ranged (1d6+2, javelin); 
  SA strength damage; SQ light sensitivity, undead traits, 
  damage reduction 10/+2, turn resistance +2, darkvision 
  60 ft.; AL LE; SV Fort +3, Ref +1, Will +2; Str 15, Dex 10, 
  Con --, Int 9, Wis 8, Cha 8. 
   
  Skills & Feats: Climb +4, Hide +0, Listen+2, Move 
  Silently +0, Spot+2; Alertness, Iron Will, Power Attack, 
  Weapon Focus (greataxe). 
   
  Strength Damage (Su):  A creature struck by a 
  swordwraith's melee weapon take 1 point of Strength 
  damage. 
   
  Light Sensitivity (Ex):  Orcs suffer a –1 penalty to 
  attack rolls in bright sunlight or within the radius of a 
  daylight spell. 
   
  Undead Traits: Immune to mind-affecting effects, 
  poison, sleep, paralysis, stunning, disease, death effects, 
  necromantic effects (unless they specifically affect 
  undead), and any effect that requires a Fort save unless it 
  also works on objects.  Not subject to critical hits, subdual 
  damage, ability damage, ability drain, or death from 
  massive damage. 
   
  Possessions: 
  scale 
  armor, 
  +1 
  greataxe. 
  [All 
  possessions are fouled beyond redemption and cannot be 
  used or sold for treasure.] 
  Steffan’s Swordwraith: CR 6; Male Human Rgr1/Ftr3; 
  Medium Undead; HD 4d12; hp 36; Init +4; Spd 30 ft.; AC 
  18 (touch 14, flat-footed 14) [+4 Dex, +4 armor]; Atk +4 
  melee (1d8+2 plus Str damage/19-20, longsword) and +4 
  melee (1d6+1 plus Str damage/19-20, short sword), or +9 
  ranged (1d8+2/x3, mighty composite longbow); SA 
  favored enemy (giants), strength damage; SQ undead 
  traits, damage reduction 10/+2, turn resistance +2, 
  darkvision 60 ft.; AL LE; SV Fort +5, Ref +5, Will +4; Str 
  14, Dex 18, Con --, Int 10, Wis 12, Cha 8. 
   
  Skills & Feats: Animal Empathy +3, Climb +3, 
  Handle Animal +4, Hide +8, Intuit Direction +2, Jump +3, 
  Knowledge (nature) +4, Listen +5, Move Silently +8, Ride 
  +5, Speak Language 1 rank, Spot +5, Swim +3, Wilderness 
  Lore +9; Alertness, Ambidexterity, Dodge, Iron Will, 
  Point Blank Shot, Precise Shot, Rapid Shot, Track, Two 
  Weapon Fighting, Weapon Focus (composite longbow). 
   
  Languages:  Common, Flan. 
   
  Strength Damage (Su):  A creature struck by a 
  swordwraith's melee weapon take 1 point of Strength 
  damage. 
   
  Undead Traits: Immune to mind-affecting effects, 
  poison, sleep, paralysis, stunning, disease, death effects, 
  necromantic effects (unless they specifically affect 
  undead), and any effect that requires a Fort save unless it 
  also works on objects.  Not subject to critical hits, subdual 
  damage, ability damage, ability drain, or death from 
  massive damage. 
   
  Possessions: +1 studded leather armor, mighty 
  composite longbow (+2 Str bonus), longsword, short 
  sword. [All possessions are fouled beyond redemption 
  and cannot be used or sold for treasure.] 
  Encounter Seven 
  Baktar: CR 5; Male Hobgoblin Wiz5; Medium 
  Humanoid (goblinoid); HD 5d4+10; hp 23; Init +3; Spd 
  30 ft.; AC 13 (touch 13, flat-footed 10) [+3 Dex]; Atk +1 
  melee (1d6-1, quarterstaff); SA spells; SQ darkvision 60 
  ft., hawk familiar; AL LE; SV Fort +6, Ref +7, Will +8; Str 
  8, Dex 16, Con 15, Int 18, Wis 12, Cha 10. 
   
  Skills & Feats: Concentration +10, Knowledge 
  (arcana) +11, Listen +4, Move Silently +4, Spellcraft +13, 
  Spot +5; Iron Will, Lightning Reflexes, Scribe Scroll, 
  Spell Focus (conjuration). 
   
  Possessions: quarterstaff, cloak of resistance +1, ring 
  of protection +1, scroll of dimension door (7
  th level 
  caster), potion of cure serious wounds, potion of haste. 
   
  Spells Prepared (4/4/3/2; base DC 14 + spell level, 16 
  + spell level for conjuration spells): 0—[detect magic, 
  ghost sound, open/close, read magic]; 1
  st—[alarm, mage 
  armor, magic missile, shield]; 2
  nd—[glitterdust, Melf’s 
  acid arrow x2]; 3
  rd—[stinking cloud x2]. 
  Hobgoblin 
  Archer 
  Rgr1/Ftr2: 
  CR 
  3; 
  Medium 
  Humanoid (goblinoid); HD 3d10+6; hp 27; Init +3; Spd 
  30 ft.; AC 18 (touch 13, flat-footed 15) [+3 Dex, +4 armor, 
  +1 shield]; Atk +7 melee (1d8+3/19-20, mw longsword) or 
  +8 ranged (1d8+3/x3, mw mighty composite longbow); 
  SA favored enemy (elves); SQ darkvision 60 ft.; AL LE; SV 
  Fort +5, Ref +4, Will +1; Str 16, Dex 16, Con 14, Int 10, 
  Wis 10, Cha 9. 
   
  Skills & Feats: Hide +9, Move Silently +13, Spot +6; 
  Point Blank Shot, Precise Shot, Rapid Shot, Track, 
  Weapon Focus (composite longbow). 
   
  Possessions: mw longsword, buckler, mw chain 
  shirt, mw mighty composite longbow (+3 Str bonus), 
  potion of cure light wounds. 
  
  SHE3-03 Shades of Gray 
   
  Page 46 
  Encounter Eleven 
  Caryatid Column: CR 6; Medium Construct; HD 
  6d10+20; hp 60; Init +3; Spd 30 ft.; AC 22 (touch 13, flat-
  footed 19) [+3 Dex, +9 natural]; Atk +12 melee 
  (1d10+9/19-20, +2 bastard sword) or +9 melee (1d4+7, 2 
  slams); SQ break weapon, column form, construct traits, 
  hardness 8, magic weapon; AL N; SV Fort +2, Ref +5, Will 
  -3; Str 20, Dex 16, Con --, Int 6, Wis 1, Cha 1. 
   
  Skills & Feats: Diplomacy –3, Sense Motive +4; 
  Improved Sunder, Power Attack, Weapon Focus (bastard 
  sword). 
   
  Break Weapon (Su):  A caryatid column is imbued 
  with a supernatural defense against weapon attacks.  
  Whenever a creature strikes a caryatid column with a 
  melee weapon, the weapon must succeed on a Fortitude 
  save (DC 13) or break and become useless, dealing no 
  damage to the caryatid column.  As usual, a magic 
  weapon uses either the wielder's saver bonus or its own 
  save bonus, whichever is better.   
   
  Nonmagic ranged weapons automatically shatter 
  upon hitting the caryatid column, dealing no damage.  
  Magic ranged weapons receive a Fortitude save (DC 13) 
  to resist this effect. 
   
  Column Form (Ex):  When at rest (not commanded, 
  or waiting to fulfill a command), a caryatid column take 
  the form of a simple column of stone.  This column is 
  about 2 feet in diameter, and it extends up to the ceiling 
  of the chamber or to a height of 25 feet, whichever is less. 
   Unless commanded otherwise, a caryatid column 
  remains in this form until attacked, and it even allows 
  creatures to climb it (Climb check DC 15). 
   
  A caryatid column in column form looks like a pillar 
  in most respects.  It does not radiate magic, and true 
  seeing does not reveal its humanoid form.  Careful 
  examination of the column (Search check DC 25) reveals 
  very faint and distorted lines that make the pillar 
  resemble a woman with a sword.  Anyone who 
  successfully makes a Knowledge (architecture and 
  engineering) check (DC 12) notes that the column serves 
  no structural purpose since it bears none of the ceiling's 
  weight.  A close examination of the top of the column 
  (Search check DC 15) or a keen eye (Spot check DC 20) 
  shows that the column is not cemented or joined to the 
  ceiling.  Dwarves and other creatures with stonecunning 
  received a free Search check as though actively looking 
  when they pass within 10 feet of a caryatid column. 
   
  Changing forms is a free action, and a caryatid 
  column can change once per round. 
   
  Construct Traits:  A caryatid column is immune to 
  mind-affecting effects, and to poison, sleep, paralysis, 
  stunning, disease, death effects, necromantic effects, and 
  any effect that requires a Fortitude save unless it also 
  works on objects.  The creature is not subject to critical 
  hits, subdual damage, ability damage, ability drain, energy 
  drain, or death from massive damage.  It cannot heal 
  itself but can be healed through repair.  It cannot be 
  raised or resurrected.  A caryatid column has darkvision 
  (60 ft. range). 
   
  Hardness (Ex):  Like an animated object made of 
  stone, a caryatid column has a hardness of 8. 
   
  Magic Weapon:  A magic weapon is incorporated 
  into a caryatid column at the time of its creation.  This 
  weapon, usually a +2 bastard sword, functions in all 
  respects like a normal magic weapon of its type, with one 
  exception:  Whenever it is out of the caryatid column's 
  hands, it reverts to stone and becomes a nonmagical 
  sculpture.  Should the caryatid column then pick up the 
  weapon, it regains its normal form and magical qualities. 
   
  If a caryatid column needs both hands free, it can 
  stow its weapon by simply pressing it against its side; the 
  weapon then merges with the caryatid column's body 
  and can be retrieved by the caryatid column as any 
  character would draw a weapon. 
   
  Possessions: +2 bastard sword. [Sword reverts to 
  stone if out of column’s hands.] 
  Encounter Thirteen 
  Lucien: CR 8; Male Spectral Human Wiz5; Medium 
  Undead (incorporeal); HD 5d12; hp 45; Init +7; Spd Fly 
  80 ft. (perfect); AC 20 (touch 16, flat-footed 17) [+3 Dex, 
  +4 mage armor, +3 Cha]; Atk +3 melee (1d8 plus energy 
  drain, incorporeal touch); SA spells, energy drain; SQ 
  create spawn, incorporeal, undead traits, turn resistance 
  +2, unnatural aura, sunlight powerlessness; AL NE; SV 
  Fort +3, Ref +6, Will +8; Str 10, Dex 17, Con --, Int 22, Wis 
  14, Cha 16. 
   
  Skills & Feats: Bluff +6, Concentration +12, 
  Diplomacy +5, Hide +11, Intimidate +3, Knowledge 
  (arcana) +13, Listen +10, Scry +7, Search +14, Speak 
  Language 2 ranks, Spellcraft +14, Spot +10; Combat 
  Casting, Enlarge Spell, Improved Initiative, Scribe Scroll, 
  Spell Focus (enchantment). 
   
  Languages:  Abyssal, Common, Draconic, Flan, 
  Giant, Infernal, Sylvan. 
   
  Energy Drain (Su):  Any living creature struck by a 
  spectral creature's incorporeal touch attack must succeed 
  on a Fortitude saving throw (DC 15) or gain two negative 
  levels.  For each negative energy level it bestows, the 
  spectral creature heals 5 points of damage.  If the amount 
  of healing is more than the damage the creature has 
  taken, it gains any excess as temporary hit points.  If the 
  negative level has not been removed (by a spells such as 
  restoration) before 24 hours have passed, the afflicted 
  opponent must succeed on a Fortitude save to remove it.  
  Failure means the opponent's level (or Hit Dice) is 
  reduced by one. 
  
  SHE3-03 Shades of Gray 
   
  Page 47 
   
  Create Spawn (Su):  Any aberration, animal, dragon, 
  giant, humanoid, magical beast, or monstrous humanoid, 
  slain by a spectral creature rises as a spectral creature in 
  1d4 rounds.  Such a spawn is under the command of the 
  spectral creature that created it and remains enslaved 
  until its master's death.  The spawn does not possess any 
  of the abilities it had in life but gains the spectral creature 
  template. 
   
  A spectral creature can control a number of spawn 
  equal to its HD X 2.  If it creates a spawn that causes it to 
  exceed this limit, the spawn longest under its control is 
  released. 
   
  Incorporeal: A spectral creature can be harmed only 
  by other incorporeal creatures, +1 or better magic 
  weapons, spells, and spell-like abilities.  The creature has 
  a 50% chance to ignore any damage from a corporeal 
  source, except for force effects or attacks made with ghost 
  touch weapons.  A spectral creature can pass through 
  solid objects, but not force effects, at will.  Its attacks 
  ignore natural armor, armor, and shields, but not 
  deflection bonuses and force effects work normally 
  against them.  A spectral creature always moves silently 
  and cannot be heard with Listen checks if it doesn't wish 
  to be. 
   
  Undead Traits:  A spectral creature is immune to 
  mind-affecting effects, poison, sleep, paralysis, stunning, 
  disease, death effects, necromantic effects, and any effect 
  that requires a Fortitude save unless it also works on 
  objects.  It is not subject to critical hits, subdual damage, 
  ability damage, ability drain, energy drain, or death from 
  massive damage.  A spectral creature cannot be raised, 
  and resurrection works only if it is willing.  The creature 
  has darkvision (60 ft. range). 
   
  Unnatural Aura (Su):  Both wild and domesticated 
  animals can sense the unnatural presence of a spectral 
  creature at a distance of 30 feet.  They do not willingly 
  approach nearer than that and panic if forced to do so; 
  they remain panicked as long as they are within that 
  range. 
   
  Sunlight Powerlessness (Ex):  Spectral creatures 
  are utterly powerless in natural sunlight (not merely a 
  daylight spell) and flee from it.  A spectral creature 
  caught in sunlight cannot attack and can take only partial 
  actions. 
   
  Possessions: wand of eagle’s splendor (3
  rd level 
  caster), cloak of resistance +2, material components 
  pouch, spellbook. [All possessions are incorporeal and 
  dissolve into nothingness if separated from their user.] 
   
  Spells Prepared (4/5/4/2; base DC 16 + spell level, 18 
  + spell level for enchantment spells): 0—[detect magic, 
  mage hand x2, read magic]; 1
  st—[charm person, 
  expeditious retreat, mage armor, shield, true strike]; 2
  nd—
  [blindness/deafness, Melf’s acid arrow, protection from 
  arrows, Tasha’s hideous laughter]; 3
  rd—[dispel magic, 
  suggestion]. 
  Encounter Sixteen 
  Horror of the Well: CR 9; Vampiric Darktentacles; 
  Large Undead; HD 9d12; hp 81; Init +8; Spd 5 ft., Swim 
  20 ft.; AC 26 (touch 13, flat-footed 22) [–1 size, +4 Dex, 
  +13 natural]; Atk +12 melee (1d8+7 plus energy drain, 12 
  slams); Face/Reach 10 ft. by 10 ft./15 ft.; SA constrict 
  2d6+10, improved grab, spell-like abilities, domination, 
  energy 
  drain; 
  SQ 
  darkvision 
  60 
  ft., 
  enhanced 
  multiweapon 
  fighting, 
  tentacle 
  regeneration, 
  tremorsense, weapon use, damage reduction 15/+1, turn 
  resistance +4, cold and electricity resistance 20, gaseous 
  form, spider climb, fast healing 5; AL CE; SV Fort +3, Ref 
  +9, Will +8; Str 25, Dex 19, Con --, Int 16, Wis 14, Cha 16. 
   
  Skills & Feats: Bluff +11, Concentration +8, Hide 
  +24, Listen +17, Move Silently +24, Search +11, Sense 
  Motive +10, Spot +17; Alertness, Combat Reflexes, 
  Dodge, 
  Improved 
  Initiative, 
  Lightning 
  Reflexes, 
  Multidexterity, Multiweapon Fighting. 
   
  Constrict (Ex):  With a successful grapple check, a 
  darktentacles can crush a grabbed opponent, dealing 
  2d6+10 points of bludgeoning damage. 
   
  Improved Grab (Ex):  If a darktentacles hits an 
  opponent that is at least one size category smaller than 
  itself with a slam attack, it deals normal damage and 
  attempts to start a grapple as a free action without 
  provoking an attack of opportunity (grapple bonus +33; 
  includes a +16 racial bonus on grapple checks).  If it gets a 
  hold, it can also constrict in the same round.  Thereafter, 
  the darktentacles has the option to conduct the grapple 
  normally, or simply use its tentacle to hold the opponent 
  (-20 penalty on grapple check, but the darktentacles is 
  not considered grappled).  In either case, each successful 
  grapple check it makes during successive rounds 
  automatically deals slam and constrict damage. 
   
  Spell-Like 
  Abilities: 
   
  5/day—hold 
  monster; 
  3/day—charm monster; 1/day—wall of force.  Caster 
  level 10th; save DC 13 + spell level. 
   
  Enhanced Multiweapon Fighting (Ex):  This 
  ability lessens the penalty for off-hand weapon use by 2 
  for both primary and off hands.  Combined with the 
  Multidexterity and Multiweapon Fighting feats, this 
  ability effectively negates all attack penalties for using 
  one or more light off-hand weapons. 
   
  Tentacles Regeneration (Ex):  Foes can attack the 
  tentacles of a darktentacles, but only when those 
  appendages are actually holding an opponent.  A tentacle 
  has an AC of 27 (touch 14) and can withstand 20 points of 
  damage.  The loss of a tentacle does not harm the creature 
  (that is, the damage does not apply against its hit point 
  total), and it regrows the limb within a day. 
  
  SHE3-03 Shades of Gray 
   
  Page 48 
   
  Tremorsense 
  (Ex): 
   
  A 
  darktentacles 
  can 
  automatically sense the location of anything within 60 
  feet that is in contact with the ground. 
   
  Weapon Use (Ex):  A darktentacles of Large size can 
  wield a melee weapon of up to Huge size in each 
  tentacles.  It is proficient with all simple and martial 
  melee weapons. 
   
  Domination (Su):  A Horror can crush an 
  opponent’s will just by looking onto his eyes.  This is 
  similar to a gaze attack, except that the Horror must take 
  a standard action, and those merely looking at it are not 
  affected.  Anyone the Horror targets must make a Will 
  save (DC 17) or fall instantly under the Horror’s 
  influence as though by a dominate person spell cast by a 
  12
  th level sorcerer.  The ability has a range of 30 feet. 
   
  Energy Drain (Su):  Living creatures struck by a 
  Horror’s slam attack must succeed on a Fortitude saving 
  throw (DC 17) or gain one negative level.  For each 
  negative energy level it bestows, the Horror heals 5 
  points of damage.  If the amount of healing is more than 
  the damage the creature has taken, it gains any excess as 
  temporary hit points.  If the negative level has not been 
  removed (by a spells such as restoration) before 24 hours 
  have passed, the afflicted opponent must succeed on a 
  Fortitude save to remove it.  Failure means the 
  opponent's level (or Hit Dice) is reduced by one.  No 
  matter how many times an opponent is hit and fails his 
  save against the energy drain attack in a single round, a 
  given opponent can only receive one negative energy 
  level (two on a critical) each round from a given Horror. 
   
  Gaseous Form (Su):  As a standard action, a Horror 
  can assume gaseous form at will, as the spell cast by a 5
  th 
  level sorcerer, but can remain gaseous indefinitely and 
  has a fly speed of 20 ft. (perfect).  It will only go gaseous if 
  reduced to 0 hp (see below). 
   
  Spider Climb (Ex):  A Horror can climb sheer 
  surfaces as thought with a spider climb spell. 
   
  Fast Healing (Ex):  A Horror heals 5 points of 
  damage each round so long as it has at least 1 hit point.  If 
  reduced to 0 hp or lower, it automatically assumes 
  gaseous form and attempts to escape into the depths of 
  the Well.  It will not resurface for 5 hours. 
  APL 8 
  Encounter Six 
  Orc Swordwraith: CR 4; Male Orc War3; Medium 
  Undead; HD 3d12; hp 27; Init +0; Spd 30 ft.; AC 14 (touch 
  10, flat-footed 14) [+4 armor]; Atk +7 melee (1d12+4 plus 
  Str damage/x3, +1 greataxe) or +3 ranged (1d6+2, javelin); 
  SA strength damage; SQ undead traits, damage reduction 
  10/+2, turn resistance +2, darkvision 60 ft.; AL LE; SV 
  Fort +3, Ref +1, Will +2; Str 15, Dex 10, Con --, Int 9, Wis 
  8, Cha 8. 
   
  Skills & Feats: Climb +4, Hide +0, Listen+2, Move 
  Silently +0, Spot+2; Alertness, Iron Will, Power Attack, 
  Weapon Focus (greataxe). 
   
  Strength Damage (Su):  A creature struck by a 
  swordwraith's melee weapon take 1 point of Strength 
  damage. 
   
  Light Sensitivity (Ex):  Orcs suffer a –1 penalty to 
  attack rolls in bright sunlight or within the radius of a 
  daylight spell. 
   
  Undead Traits: Immune to mind-affecting effects, 
  poison, sleep, paralysis, stunning, disease, death effects, 
  necromantic effects (unless they specifically affect 
  undead), and any effect that requires a Fort save unless it 
  also works on objects.  Not subject to critical hits, subdual 
  damage, ability damage, ability drain, or death from 
  massive damage. 
   
  Possessions: 
  scale 
  armor, 
  +1 
  greataxe. 
  [All 
  possessions are fouled beyond redemption and cannot be 
  used or sold for treasure.] 
  Steffan’s Swordwraith: CR 8; Male Human Rgr2/Ftr4; 
  Medium Undead; HD 6d12; hp 54; Init +4; Spd 30 ft.; AC 
  18 (touch 14, flat-footed 14) [+4 Dex, +4 armor]; Atk 
  +7/+2 melee (1d8+2 plus Str damage/19-20, mw 
  longsword) and +7 melee (1d6+1 plus Str damage/19-20, 
  mw short sword), or +12/+7 ranged (1d8+5/x3, +1 mighty 
  composite longbow); SA favored enemy (giants), strength 
  damage; SQ undead traits, damage reduction 10/+2, turn 
  resistance +2, darkvision 60 ft.; AL LE; SV Fort +8, Ref +5, 
  Will +4; Str 14, Dex 18, Con --, Int 10, Wis 12, Cha 8. 
   
  Skills & Feats: Animal Empathy +3, Climb +3, 
  Handle Animal +4, Hide +9, Intuit Direction +2, Jump +2, 
  Knowledge (nature) +1, Listen +5, Move Silently +9, Ride 
  +6, Speak Language 2 ranks, Spot +5, Swim +3, 
  Wilderness Lore +10; Alertness, Ambidexterity, Dodge, 
  Iron Will, Mobility, Point Blank Shot, Precise Shot, 
  Rapid Shot, Track, Two Weapon Fighting, Weapon Focus 
  (composite longbow), Weapon Specialization (composite 
  longbow). 
   
  Languages:  Common, Flan, Gnome. 
   
  Strength Damage (Su):  A creature struck by a 
  swordwraith's melee weapon take 1 point of Strength 
  damage. 
   
  Undead Traits: Immune to mind-affecting effects, 
  poison, sleep, paralysis, stunning, disease, death effects, 
  necromantic effects (unless they specifically affect 
  undead), and any effect that requires a Fort save unless it 
  also works on objects.  Not subject to critical hits, subdual 
  damage, ability damage, ability drain, or death from 
  massive damage. 
   
  Possessions: +1 studded leather armor, +1 mighty 
  composite longbow (+2 Str bonus), mw longsword, mw 
  
  SHE3-03 Shades of Gray 
   
  Page 49 
  short sword. [All possessions are fouled beyond 
  redemption and cannot be used or sold for treasure.] 
  Encounter Seven 
  Baktar: CR 5; Male Hobgoblin Wiz5; Medium 
  Humanoid (goblinoid); HD 5d4+10; hp 23; Init +3; Spd 
  30 ft.; AC 13 (touch 13, flat-footed 10) [+3 Dex]; Atk +1 
  melee (1d6-1, quarterstaff); SA spells; SQ darkvision 60 
  ft., hawk familiar; AL LE; SV Fort +6, Ref +7, Will +8; Str 
  8, Dex 16, Con 15, Int 18, Wis 12, Cha 10. 
   
  Skills & Feats: Concentration +10, Knowledge 
  (arcana) +11, Listen +4, Move Silently +4, Spellcraft +13, 
  Spot +5; Iron Will, Lightning Reflexes, Scribe Scroll, 
  Spell Focus (conjuration). 
   
  Possessions: quarterstaff, cloak of resistance +1, ring 
  of protection +1, scroll of dimension door (7
  th level 
  caster), potion of cure serious wounds, potion of haste. 
   
  Spells Prepared (4/4/3/2; base DC 14 + spell level, 16 
  + spell level for conjuration spells): 0—[detect magic, 
  ghost sound, open/close, read magic]; 1
  st—[alarm, mage 
  armor, magic missile, shield]; 2
  nd—[glitterdust, Melf’s 
  acid arrow x2]; 3
  rd—[stinking cloud x2]. 
  Zog Spleenslurper: CR 5; Male Hobgoblin Clr5 of 
  Maglubiyet; Medium Humanoid (goblinoid); HD 
  5d8+10; hp 38; Init +1; Spd 30 ft.; AC 22 (touch 11, flat-
  footed 21) [+1 Dex, +9 armor, +2 shield]; Atk +4 melee 
  (1d8+1, morningstar) or +4 ranged (1d8/19-20, light 
  crossbow); SA spells, rebuke undead; SQ darkvision 60 ft.; 
  AL NE; SV Fort +7, Ref +5, Will +8; Str 10, Dex 13, Con 
  14, Int 10, Wis 17, Cha 12. 
   
  Skills & Feats: Concentration +10, Diplomacy +2, 
  Intimidate +2, Knowledge (religion) +5, Spellcraft +9; 
  Lightning Reflexes, Spell Focus (enchantment). 
   
  Possessions: +1 full plate, large steel shield, 
  morningstar, light crossbow w/ 10 bolts, pearl of power 
  (1
  st level), 3 scrolls of cure light wounds (1
  st level caster), 
  scroll of silence (3
  rd level caster), potion of blur, potion of 
  gaseous form. 
   
  Spells Prepared (5/4+1/3+1/2+1; base DC 13 + spell 
  level, 15 + spell level for enchantment spells): 0—[cure 
  minor wounds x2, detect magic, resistance]; 1
  st—[bane, 
  command, cure light wounds, protection from good*, 
  shield of faith]; 2
  nd—[cure moderate wounds, endurance, 
  hold person, shatter*]; 3
  rd—[dispel magic, magic circle 
  against good*, prayer]. 
   
  *Domain spell.  Domains: Destruction (smite (su) 
  1/day on melee attack with a +4 attack bonus and damage 
  bonus equal to cleric level; declare smite before rolling), 
  Evil (evil spells at +1 caster level). 
  Hobgoblin 
  Archer 
  Rgr1/Ftr4: 
  CR 
  5; 
  Medium 
  Humanoid (goblinoid); HD 5d10+10; hp 45; Init +3; Spd 
  30 ft.; AC 18 (touch 13, flat-footed 15) [+3 Dex, +4 armor, 
  +1 shield]; Atk +9 melee (1d8+3/19-20, mw longsword) or 
  +10 ranged (1d8+6/x3, +1 mighty composite longbow); 
  SA favored enemy (elves); SQ darkvision 60 ft.; AL LE; SV 
  Fort +8, Ref +4, Will +1; Str 16, Dex 17, Con 14, Int 10, 
  Wis 10, Cha 9. 
   
  Skills & Feats: Hide +11, Move Silently +15, Spot +4; 
  Point Blank Shot, Precise Shot, Rapid Shot, Track, 
  Weapon 
  Focus 
  (composite 
  longbow), 
  Weapon 
  Specialization (composite longbow). 
   
  Possessions: mw longsword, buckler, mw chain 
  shirt, +1 mighty composite longbow (+3 Str bonus), 
  potion of cure light wounds, potion of cat’s grace. 
  Encounter Eleven 
  Caryatid Column: CR 6; Medium Construct; HD 
  6d10+20; hp 60; Init +3; Spd 30 ft.; AC 22 (touch 13, flat-
  footed 19) [+3 Dex, +9 natural]; Atk +12 melee 
  (1d10+9/19-20, +2 bastard sword) or +9 melee (1d4+7, 2 
  slams); SQ break weapon, column form, construct traits, 
  hardness 8, magic weapon; AL N; SV Fort +2, Ref +5, Will 
  -3; Str 20, Dex 16, Con --, Int 6, Wis 1, Cha 1. 
   
  Skills & Feats: Diplomacy –3, Sense Motive +4; 
  Improved Sunder, Power Attack, Weapon Focus (bastard 
  sword). 
   
  Break Weapon (Su):  A caryatid column is imbued 
  with a supernatural defense against weapon attacks.  
  Whenever a creature strikes a caryatid column with a 
  melee weapon, the weapon must succeed on a Fortitude 
  save (DC 13) or break and become useless, dealing no 
  damage to the caryatid column.  As usual, a magic 
  weapon uses either the wielder's saver bonus or its own 
  save bonus, whichever is better.   
   
  Nonmagic ranged weapons automatically shatter 
  upon hitting the caryatid column, dealing no damage.  
  Magic ranged weapons receive a Fortitude save (DC 13) 
  to resist this effect. 
   
  Column Form (Ex):  When at rest (not commanded, 
  or waiting to fulfill a command), a caryatid column take 
  the form of a simple column of stone.  This column is 
  about 2 feet in diameter, and it extends up to the ceiling 
  of the chamber or to a height of 25 feet, whichever is less. 
   Unless commanded otherwise, a caryatid column 
  remains in this form until attacked, and it even allows 
  creatures to climb it (Climb check DC 15). 
   
  A caryatid column in column form looks like a pillar 
  in most respects.  It does not radiate magic, and true 
  seeing does not reveal its humanoid form.  Careful 
  examination of the column (Search check DC 25) reveals 
  very faint and distorted lines that make the pillar 
  resemble a woman with a sword.  Anyone who 
  successfully makes a Knowledge (architecture and 
  engineering) check (DC 12) notes that the column serves 
  no structural purpose since it bears none of the ceiling's 
  
  SHE3-03 Shades of Gray 
   
  Page 50 
  weight.  A close examination of the top of the column 
  (Search check DC 15) or a keen eye (Spot check DC 20) 
  shows that the column is not cemented or joined to the 
  ceiling.  Dwarves and other creatures with stonecunning 
  received a free Search check as though actively looking 
  when they pass within 10 feet of a caryatid column. 
   
  Changing forms is a free action, and a caryatid 
  column can change once per round. 
   
  Construct Traits:  A caryatid column is immune to 
  mind-affecting effects, and to poison, sleep, paralysis, 
  stunning, disease, death effects, necromantic effects, and 
  any effect that requires a Fortitude save unless it also 
  works on objects.  The creature is not subject to critical 
  hits, subdual damage, ability damage, ability drain, energy 
  drain, or death from massive damage.  It cannot heal 
  itself but can be healed through repair.  It cannot be 
  raised or resurrected.  A caryatid column has darkvision 
  (60 ft. range). 
   
  Hardness (Ex):  Like an animated object made of 
  stone, a caryatid column has a hardness of 8. 
   
  Magic Weapon:  A magic weapon is incorporated 
  into a caryatid column at the time of its creation.  This 
  weapon, usually a +2 bastard sword, functions in all 
  respects like a normal magic weapon of its type, with one 
  exception:  Whenever it is out of the caryatid column's 
  hands, it reverts to stone and becomes a nonmagical 
  sculpture.  Should the caryatid column then pick up the 
  weapon, it regains its normal form and magical qualities. 
   
  If a caryatid column needs both hands free, it can 
  stow its weapon by simply pressing it against its side; the 
  weapon then merges with the caryatid column's body 
  and can be retrieved by the caryatid column as any 
  character would draw a weapon. 
   
  Possessions: +2 bastard sword. [Sword reverts to 
  stone if out of column’s hands.] 
  Encounter Thirteen 
  Lucien: CR 8; Male Spectral Human Wiz5; Medium 
  Undead (incorporeal); HD 5d12; hp 45; Init +7; Spd Fly 
  80 ft. (perfect); AC 20 (touch 16, flat-footed 17) [+3 Dex, 
  +4 mage armor, +3 Cha]; Atk +3 melee (1d8 plus energy 
  drain, incorporeal touch); SA spells, energy drain; SQ 
  create spawn, incorporeal, undead traits, turn resistance 
  +2, unnatural aura, sunlight powerlessness; AL NE; SV 
  Fort +3, Ref +6, Will +8; Str 10, Dex 17, Con --, Int 22, Wis 
  14, Cha 16. 
   
  Skills & Feats: Bluff +6, Concentration +12, 
  Diplomacy +5, Hide +11, Intimidate +3, Knowledge 
  (arcana) +13, Listen +10, Scry +7, Search +14, Speak 
  Language 2 ranks, Spellcraft +14, Spot +10; Combat 
  Casting, Enlarge Spell, Improved Initiative, Scribe Scroll, 
  Spell Focus (enchantment). 
   
  Languages:  Abyssal, Common, Draconic, Flan, 
  Giant, Infernal, Sylvan. 
   
  Energy Drain (Su):  Any living creature struck by a 
  spectral creature's incorporeal touch attack must succeed 
  on a Fortitude saving throw (DC 15) or gain two negative 
  levels.  For each negative energy level it bestows, the 
  spectral creature heals 5 points of damage.  If the amount 
  of healing is more than the damage the creature has 
  taken, it gains any excess as temporary hit points.  If the 
  negative level has not been removed (by a spells such as 
  restoration) before 24 hours have passed, the afflicted 
  opponent must succeed on a Fortitude save to remove it.  
  Failure means the opponent's level (or Hit Dice) is 
  reduced by one. 
   
  Create Spawn (Su):  Any aberration, animal, dragon, 
  giant, humanoid, magical beast, or monstrous humanoid, 
  slain by a spectral creature rises as a spectral creature in 
  1d4 rounds.  Such a spawn is under the command of the 
  spectral creature that created it and remains enslaved 
  until its master's death.  The spawn does not possess any 
  of the abilities it had in life but gains the spectral creature 
  template. 
   
  A spectral creature can control a number of spawn 
  equal to its HD X 2.  If it creates a spawn that causes it to 
  exceed this limit, the spawn longest under its control is 
  released. 
   
  Incorporeal: A spectral creature can be harmed only 
  by other incorporeal creatures, +1 or better magic 
  weapons, spells, and spell-like abilities.  The creature has 
  a 50% chance to ignore any damage from a corporeal 
  source, except for force effects or attacks made with ghost 
  touch weapons.  A spectral creature can pass through 
  solid objects, but not force effects, at will.  Its attacks 
  ignore natural armor, armor, and shields, but not 
  deflection bonuses and force effects work normally 
  against them.  A spectral creature always moves silently 
  and cannot be heard with Listen checks if it doesn't wish 
  to be. 
   
  Undead Traits:  A spectral creature is immune to 
  mind-affecting effects, poison, sleep, paralysis, stunning, 
  disease, death effects, necromantic effects, and any effect 
  that requires a Fortitude save unless it also works on 
  objects.  It is not subject to critical hits, subdual damage, 
  ability damage, ability drain, energy drain, or death from 
  massive damage.  A spectral creature cannot be raised, 
  and resurrection works only if it is willing.  The creature 
  has darkvision (60 ft. range). 
   
  Unnatural Aura (Su):  Both wild and domesticated 
  animals can sense the unnatural presence of a spectral 
  creature at a distance of 30 feet.  They do not willingly 
  approach nearer than that and panic if forced to do so; 
  they remain panicked as long as they are within that 
  range. 
  
  SHE3-03 Shades of Gray 
   
  Page 51 
   
  Sunlight Powerlessness (Ex):  Spectral creatures 
  are utterly powerless in natural sunlight (not merely a 
  daylight spell) and flee from it.  A spectral creature 
  caught in sunlight cannot attack and can take only partial 
  actions. 
   
  Possessions: wand of eagle’s splendor (3
  rd level 
  caster), cloak of resistance +2, material components 
  pouch, spellbook. [All possessions are incorporeal and 
  dissolve into nothingness if separated from their user.] 
   
  Spells Prepared (4/5/4/2; base DC 16 + spell level, 18 
  + spell level for enchantment spells): 0—[detect magic, 
  mage hand x2, read magic]; 1
  st—[charm person, 
  expeditious retreat, mage armor, shield, true strike]; 2
  nd—
  [blindness/deafness, Melf’s acid arrow, protection from 
  arrows, Tasha’s hideous laughter]; 3
  rd—[dispel magic, 
  suggestion]. 
  Spectral Guard War6: CR 8; Medium Undead 
  (incorporeal); HD 6d12; hp 54; Init +4; Spd Fly 80 ft. 
  (perfect); AC 22 (touch 17, flat-footed 18) [+4 Dex, +5 
  armor, +3 Cha]; Atk +9 melee (1d8 plus energy drain, 
  incorporeal touch); SA energy drain; SQ create spawn, 
  incorporeal, undead traits, turn resistance +2, unnatural 
  aura, sunlight powerlessness; AL NE; SV Fort +5, Ref +6, 
  Will +3; Str 15, Dex 18, Con --, Int 14, Wis 13, Cha 16. 
   
  Skills & Feats: Climb +6, Hide +12, Jump +8, 
  Knowledge (local – Geoff) +1, Listen +11, Ride +9, Speak 
  Languages 1 rank, Search +10, Spot +11, Swim +5; Dodge, 
  Mobility, Spring Attack, Weapon Focus (incorporeal 
  touch). 
   
  Languages:  Common, Flan. 
   
  Energy Drain (Su):  Any living creature struck by a 
  spectral creature's incorporeal touch attack must succeed 
  on a Fortitude saving throw (DC 16) or gain two negative 
  levels.  For each negative energy level it bestows, the 
  spectral creature heals 5 points of damage.  If the amount 
  of healing is more than the damage the creature has 
  taken, it gains any excess as temporary hit points.  If the 
  negative level has not been removed (by a spells such as 
  restoration) before 24 hours have passed, the afflicted 
  opponent must succeed on a Fortitude save to remove it.  
  Failure means the opponent's level (or Hit Dice) is 
  reduced by one. 
   
  Create Spawn (Su):  Any aberration, animal, dragon, 
  giant, humanoid, magical beast, or monstrous humanoid, 
  slain by a spectral creature rises as a spectral creature in 
  1d4 rounds.  Such a spawn is under the command of the 
  spectral creature that created it and remains enslaved 
  until its master's death.  The spawn does not possess any 
  of the abilities it had in life but gains the spectral creature 
  template. 
   
  A spectral creature can control a number of spawn 
  equal to its HD X 2.  If it creates a spawn that causes it to 
  exceed this limit, the spawn longest under its control is 
  released. 
   
  Incorporeal: A spectral creature can be harmed only 
  by other incorporeal creatures, +1 or better magic 
  weapons, spells, and spell-like abilities.  The creature has 
  a 50% chance to ignore any damage from a corporeal 
  source, except for force effects or attacks made with ghost 
  touch weapons.  A spectral creature can pass through 
  solid objects, but not force effects, at will.  Its attacks 
  ignore natural armor, armor, and shields, but not 
  deflection bonuses and force effects work normally 
  against them.  A spectral creature always moves silently 
  and cannot be heard with Listen checks if it doesn't wish 
  to be. 
   
  Undead Traits:  A spectral creature is immune to 
  mind-affecting effects, poison, sleep, paralysis, stunning, 
  disease, death effects, necromantic effects, and any effect 
  that requires a Fortitude save unless it also works on 
  objects.  It is not subject to critical hits, subdual damage, 
  ability damage, ability drain, energy drain, or death from 
  massive damage.  A spectral creature cannot be raised, 
  and resurrection works only if it is willing.  The creature 
  has darkvision (60 ft. range). 
   
  Unnatural Aura (Su):  Both wild and domesticated 
  animals can sense the unnatural presence of a spectral 
  creature at a distance of 30 feet.  They do not willingly 
  approach nearer than that and panic if forced to do so; 
  they remain panicked as long as they are within that 
  range. 
   
  Sunlight Powerlessness (Ex):  Spectral creatures 
  are utterly powerless in natural sunlight (not merely a 
  daylight spell) and flee from it.  A spectral creature 
  caught in sunlight cannot attack and can take only partial 
  actions. 
   
  Possessions: +2 studded leather. [All possessions are 
  incorporeal and dissolve into nothingness if separated 
  from their user.] 
  Encounter Sixteen 
  Horror of the Well: CR 10; Vampiric Darktentacles; 
  Large Undead; HD 13d12; hp 117; Init +8; Spd 5 ft., Swim 
  20 ft.; AC 26 (touch 13, flat-footed 22) [–1 size, +4 Dex, 
  +13 natural]; Atk +16 melee (1d8+7 plus energy drain, 12 
  slams); Face/Reach 10 ft. by 10 ft./15 ft.; SA constrict 
  2d6+10, improved grab, spell-like abilities, domination, 
  energy 
  drain; 
  SQ 
  darkvision 
  60 
  ft., 
  enhanced 
  multiweapon 
  fighting, 
  tentacle 
  regeneration, 
  tremorsense, weapon use, damage reduction 15/+1, turn 
  resistance +4, cold and electricity resistance 20, gaseous 
  form, spider climb, fast healing 5; AL CE; SV Fort +4, Ref 
  +10, Will +10; Str 25, Dex 19, Con --, Int 16, Wis 14, Cha 
  16. 
  
  SHE3-03 Shades of Gray 
   
  Page 52 
   
  Skills & Feats: Bluff +12, Concentration +16, Hide 
  +24, Listen +17, Move Silently +24, Search +12, Sense 
  Motive +10, Spot +17; Alertness, Combat Reflexes, 
  Dodge, 
  Improved 
  Initiative, 
  Lightning 
  Reflexes, 
  Multidexterity, Multiweapon Fighting, Weapon Focus 
  (slam). 
   
  Constrict (Ex):  With a successful grapple check, a 
  darktentacles can crush a grabbed opponent, dealing 
  2d6+10 points of bludgeoning damage. 
   
  Improved Grab (Ex):  If a darktentacles hits an 
  opponent that is at least one size category smaller than 
  itself with a slam attack, it deals normal damage and 
  attempts to start a grapple as a free action without 
  provoking an attack of opportunity (grapple bonus +36; 
  includes a +16 racial bonus on grapple checks).  If it gets a 
  hold, it can also constrict in the same round.  Thereafter, 
  the darktentacles has the option to conduct the grapple 
  normally, or simply use its tentacle to hold the opponent 
  (-20 penalty on grapple check, but the darktentacles is 
  not considered grappled).  In either case, each successful 
  grapple check it makes during successive rounds 
  automatically deals slam and constrict damage. 
   
  Spell-Like 
  Abilities: 
   
  5/day—hold 
  monster; 
  3/day—charm monster; 1/day—wall of force.  Caster 
  level 10th; save DC 13 + spell level. 
   
  Enhanced Multiweapon Fighting (Ex):  This 
  ability lessens the penalty for off-hand weapon use by 2 
  for both primary and off hands.  Combined with the 
  Multidexterity and Multiweapon Fighting feats, this 
  ability effectively negates all attack penalties for using 
  one or more light off-hand weapons. 
   
  Tentacles Regeneration (Ex):  Foes can attack the 
  tentacles of a darktentacles, but only when those 
  appendages are actually holding an opponent.  A tentacle 
  has an AC of 27 (touch 14) and can withstand 20 points of 
  damage.  The loss of a tentacle does not harm the creature 
  (that is, the damage does not apply against its hit point 
  total), and it regrows the limb within a day. 
   
  Tremorsense 
  (Ex): 
   
  A 
  darktentacles 
  can 
  automatically sense the location of anything within 60 
  feet that is in contact with the ground. 
   
  Weapon Use (Ex):  A darktentacles of Large size can 
  wield a melee weapon of up to Huge size in each 
  tentacles.  It is proficient with all simple and martial 
  melee weapons. 
   
  Domination (Su):  A Horror can crush an 
  opponent’s will just by looking onto his eyes.  This is 
  similar to a gaze attack, except that the Horror must take 
  a standard action, and those merely looking at it are not 
  affected.  Anyone the Horror targets must make a Will 
  save (DC 19) or fall instantly under the Horror’s 
  influence as though by a dominate person spell cast by a 
  12
  th level sorcerer.  The ability has a range of 30 feet. 
   
  Energy Drain (Su):  Living creatures struck by a 
  Horror’s slam attack must succeed on a Fortitude saving 
  throw (DC 19) or gain one negative level.  For each 
  negative energy level it bestows, the Horror heals 5 
  points of damage.  If the amount of healing is more than 
  the damage the creature has taken, it gains any excess as 
  temporary hit points.  If the negative level has not been 
  removed (by a spells such as restoration) before 24 hours 
  have passed, the afflicted opponent must succeed on a 
  Fortitude save to remove it.  Failure means the 
  opponent's level (or Hit Dice) is reduced by one.  No 
  matter how many times an opponent is hit and fails his 
  save against the energy drain attack in a single round, a 
  given opponent can only receive one negative energy 
  level (two on a critical) each round from a given Horror. 
   
  Gaseous Form (Su):  As a standard action, a Horror 
  can assume gaseous form at will, as the spell cast by a 5
  th 
  level sorcerer, but can remain gaseous indefinitely and 
  has a fly speed of 20 ft. (perfect).  It will only go gaseous if 
  reduced to 0 hp (see below). 
   
  Spider Climb (Ex):  A Horror can climb sheer 
  surfaces as thought with a spider climb spell. 
   
  Fast Healing (Ex):  A Horror heals 5 points of 
  damage each round so long as it has at least 1 hit point.  If 
  reduced to 0 hp or lower, it automatically assumes 
  gaseous form and attempts to escape into the depths of 
  the Well.  It will not resurface for 5 hours. 
  APL 10 
  Encounter Six 
  Orc Swordwraith: CR 4; Male Orc War3; Medium 
  Undead; HD 3d12; hp 27; Init +0; Spd 30 ft.; AC 14 (touch 
  10, flat-footed 14) [+4 armor]; Atk +7 melee (1d12+4 plus 
  Str damage/x3, +1 greataxe) or +3 ranged (1d6+2, javelin); 
  SA strength damage; SQ undead traits, damage reduction 
  10/+2, turn resistance +2, darkvision 60 ft.; AL LE; SV 
  Fort +3, Ref +1, Will +2; Str 15, Dex 10, Con --, Int 9, Wis 
  8, Cha 8. 
   
  Skills & Feats: Climb +4, Hide +0, Listen+2, Move 
  Silently +0, Spot+2; Alertness, Iron Will, Power Attack, 
  Weapon Focus (greataxe). 
   
  Strength Damage (Su):  A creature struck by a 
  swordwraith's melee weapon take 1 point of Strength 
  damage. 
   
  Light Sensitivity (Ex):  Orcs suffer a –1 penalty to 
  attack rolls in bright sunlight or within the radius of a 
  daylight spell. 
   
  Undead Traits: Immune to mind-affecting effects, 
  poison, sleep, paralysis, stunning, disease, death effects, 
  necromantic effects (unless they specifically affect 
  undead), and any effect that requires a Fort save unless it 
  also works on objects.  Not subject to critical hits, subdual 
  
  SHE3-03 Shades of Gray 
   
  Page 53 
  damage, ability damage, ability drain, or death from 
  massive damage. 
   
  Possessions: 
  scale 
  armor, 
  +1 
  greataxe. 
  [All 
  possessions are fouled beyond redemption and cannot be 
  used or sold for treasure.] 
  Hill Giant Swordwraith: CR 9; Large Undead; HD 
  12d12; hp 108; Init -1; Spd 40 ft.; AC 20 (touch 8, flat-
  footed 20) [–1 size, -1 Dex, +9 natural, +3 armor]; Atk 
  +16/+11 melee (2d6+10 plus Str damage, huge greatclub) 
  or +8/+3 ranged (2d6+7, rock); SA strength damage, rock 
  throwing; SQ undead traits, damage reduction 10/+2, 
  turn resistance +2, darkvision 60 ft., rock catching; AL 
  CE; SV Fort +8, Ref +3, Will +4; Str 25, Dex 8, Con --, Int 
  6, Wis 10, Cha 17. 
   
  Skills & Feats: Climb +12, Hide +3, Jump +12, Listen 
  +2, Move Silently +3, Spot +6; Alertness, Iron Will, Power 
  Attack, Weapon Focus (greataxe). 
   
  Strength Damage (Su):  A creature struck by a 
  swordwraith's melee weapon take 1 point of Strength 
  damage. 
   
  Undead Traits: Immune to mind-affecting effects, 
  poison, sleep, paralysis, stunning, disease, death effects, 
  necromantic effects (unless they specifically affect 
  undead), and any effect that requires a Fort save unless it 
  also works on objects.  Not subject to critical hits, subdual 
  damage, ability damage, ability drain, or death from 
  massive damage. 
   
  Rock Throwing (Ex): A fire giant can hurl rocks 
  weighing 40-50 pounds (Small objects), up to five range 
  increments of 120 feet each. Giants receive a +1 racial 
  bonus on attack rolls when throwing rocks (included in 
  ranged attack bonus). 
   
  Rock Catching (Ex): A fire giant can catch Small, 
  Medium-size, or Large rocks (or projectiles of similar 
  size). Once per round, a fire giant that would normally be 
  hit by a rock can make a Reflex save to catch it as a free 
  action. The DC is 15 for a Small rock, 20 for a Medium-
  size one, and 25 for a Large one. (If the projectile has a 
  magical bonus to attack, the DC increases by that 
  amount.) The giant must be ready for and aware of the 
  attack. 
   
  Possessions: large hide armor, huge greatclub. [All 
  possessions are fouled beyond redemption and cannot be 
  used or sold for treasure.] 
  Steffan’s Swordwraith: CR 10; Male Human Rgr4/Ftr4; 
  Medium Undead; HD 8d12; hp 72; Init +4; Spd 30 ft.; AC 
  19 (touch 15, flat-footed 15) [+4 Dex, +4 armor, +1 ring]; 
  Atk +9/+4 melee (1d8+2 plus Str damage/19-20, mw 
  longsword) and +9 melee (1d6+1 plus Str damage/19-20, 
  mw short sword), or +14/+9 ranged (1d8+5 + 1d6 
  electricity/x3, +1 mighty shock composite longbow); SA 
  favored enemy (giants), strength damage; SQ undead 
  traits, damage reduction 10/+2, turn resistance +2, 
  darkvision 60 ft.; AL LE; SV Fort +9, Ref +7, Will +6; Str 
  15, Dex 18, Con --, Int 10, Wis 12, Cha 8. 
   
  Skills & Feats: Animal Empathy +2, Climb +3, 
  Handle Animal +4, Hide +11, Intuit Direction +3, Jump 
  +3, Knowledge (nature) +4, Listen +3, Move Silently +10, 
  Ride +7, Speak Language 3 ranks, Spot +3, Swim +4, 
  Wilderness Lore +10; Alertness, Ambidexterity, Dodge, 
  Iron Will, Mobility, Point Blank Shot, Precise Shot, 
  Rapid Shot, Track, Two Weapon Fighting, Weapon Focus 
  (composite longbow), Weapon Specialization (composite 
  longbow). 
   
  Languages:  Common, Elf, Flan, Gnome. 
   
  Strength Damage (Su):  A creature struck by a 
  swordwraith's melee weapon take 1 point of Strength 
  damage. 
   
  Undead Traits: Immune to mind-affecting effects, 
  poison, sleep, paralysis, stunning, disease, death effects, 
  necromantic effects (unless they specifically affect 
  undead), and any effect that requires a Fort save unless it 
  also works on objects.  Not subject to critical hits, subdual 
  damage, ability damage, ability drain, or death from 
  massive damage. 
   
  Possessions: +1 studded leather armor, +1 mighty 
  shock composite longbow (+2 Str bonus), cloak of 
  protection +1, ring of protection +1, mw longsword, mw 
  short sword. [All possessions are fouled beyond 
  redemption and cannot be used or sold for treasure.] 
   
  Spells Prepared (1; base DC 11 + spell level): 1
  st—
  [entangle]. 
  Encounter Seven 
  Baktar: CR 7; Male Hobgoblin Wiz7; Medium 
  Humanoid (goblinoid); HD 7d4+14; hp 32; Init +3; Spd 
  30 ft.; AC 13 (touch 13, flat-footed 10) [+3 Dex]; Atk +2 
  melee (1d6-1, quarterstaff); SA spells; SQ darkvision 60 
  ft., hawk familiar; AL LE; SV Fort +7, Ref +8, Will +9; Str 
  8, Dex 16, Con 15, Int 18, Wis 12, Cha 10. 
   
  Skills & Feats: Concentration +10, Knowledge 
  (arcana) +13, Listen +4, Move Silently +5, Spellcraft +15, 
  Spot +7; Empower Spell, Iron Will, Lightning Reflexes, 
  Scribe Scroll, Spell Focus (conjuration). 
   
  Possessions: quarterstaff, cloak of resistance +1, ring 
  of protection +1, scroll of dimension door (7
  th level 
  caster), potion of cure serious wounds, potion of haste. 
   
  Spells Prepared (4/5/4/3/2; base DC 14 + spell level, 
  16 + spell level for conjuration spells): 0—[detect magic, 
  ghost sound, open/close, read magic]; 1
  st—[alarm, mage 
  armor, magic missile x2, shield]; 2
  nd—[glitterdust x2, 
  Melf’s acid arrow x2]; 3
  rd—[stinking cloud x2, 
  empowered magic missile]; 4
  th—[empowered Melf’s acid 
  arrow, ice storm]. 
  Zog Spleenslurper: CR 7; Male Hobgoblin Clr7 of 
  Maglubiyet; Medium Humanoid (goblinoid); HD 
  
  SHE3-03 Shades of Gray 
   
  Page 54 
  7d8+14; hp 53; Init +1; Spd 30 ft.; AC 23 (touch 11, flat-
  footed 22) [+1 Dex, +10 armor, +2 shield]; Atk +6 melee 
  (1d8+1, morningstar) or +6 ranged (1d8/19-20, light 
  crossbow); SA spells, rebuke undead; SQ darkvision 60 ft.; 
  AL NE; SV Fort +8, Ref +6, Will +9; Str 10, Dex 13, Con 
  14, Int 10, Wis 17, Cha 12. 
   
  Skills & Feats: Concentration +12, Diplomacy +2, 
  Intimidate +2, Knowledge (religion) +7, Spellcraft +9; 
  Lightning 
  Reflexes, 
  Scribe 
  Scroll, 
  Spell 
  Focus 
  (enchantment). 
   
  Possessions: +2 full plate, large steel shield, 
  morningstar, light crossbow w/ 10 bolts, pearl of power 
  (1
  st level), 5 scrolls of cure light wounds (1
  st level caster), 
  scroll of silence (3
  rd level caster), potion of blur, potion of 
  gaseous form. 
   
  Spells Prepared (6/5+1/5+1/4+1/2+1; base DC 13 + 
  spell level, 15 + spell level for enchantment spells): 0—
  [cure minor wounds x2, detect magic, resistance, virtue]; 
  1
  st—[bane, cause fear, command, cure light wounds, 
  protection from good*, shield of faith]; 2
  nd—[cure 
  moderate wounds, endurance, hold person x2, owl’s 
  wisdom, shatter*]; 3
  rd—[cure serious wounds, dispel 
  magic x2, magic circle against good*, prayer]; 4
  th—
  [greater magic weapon, summon monster IV, unholy 
  blight*]. 
   
  *Domain spell.  Domains: Destruction (smite (su) 
  1/day on melee attack with a +4 attack bonus and damage 
  bonus equal to cleric level; declare smite before rolling), 
  Evil (evil spells at +1 caster level). 
  Hobgoblin 
  Archer 
  Rgr1/Ftr4: 
  CR 
  5; 
  Medium 
  Humanoid (goblinoid); HD 5d10+10; hp 45; Init +3; Spd 
  30 ft.; AC 18 (touch 13, flat-footed 15) [+3 Dex, +4 armor, 
  +1 shield]; Atk +9 melee (1d8+3/19-20, mw longsword) or 
  +10 ranged (1d8+6/x3, +1 mighty composite longbow); 
  SA favored enemy (elves); SQ darkvision 60 ft.; AL LE; SV 
  Fort +8, Ref +4, Will +1; Str 16, Dex 17, Con 14, Int 10, 
  Wis 10, Cha 9. 
   
  Skills & Feats: Hide +11, Move Silently +15, Spot +4; 
  Point Blank Shot, Precise Shot, Rapid Shot, Track, 
  Weapon 
  Focus 
  (composite 
  longbow), 
  Weapon 
  Specialization (composite longbow). 
   
  Possessions: mw longsword, buckler, mw chain 
  shirt, +1 mighty composite longbow (+3 Str bonus), 
  potion of cure light wounds, potion of cat’s grace. 
  Ettin Bbn4: CR 9; Large Giant; HD 10d8+4d12+28; hp 
  117; Init +3; Spd 35 ft.; AC 20 (touch 8, flat-footed 20) [-1 
  size, -1 Dex, +5 armor, +7 natural]; Atk +20/+15/+10 
  melee (2d6+7, large mw morningstar) and +20/+15/+10 
  melee (2d6+7, large mw morningstar), or +10/+5 ranged 
  (1d8+7, large javelin) and +10/+5 ranged (1d8+7, large 
  javelin), or +9 ranged touch (tanglefoot bag) and +9 
  ranged touch (tanglefoot bag); SA rage 2/day, superior 
  two-weapon fighting; SQ darkvision 90 ft., uncanny 
  dodge (Dex bonus to AC), fast movement; AL CE; SV Fort 
  +15, Ref +5, Will +8; Str 24, Dex 8, Con 15, Int 6, Wis 10, 
  Cha 11. 
   
  Skills & Feats: Climb +6, Jump +6, Listen +10, Search 
  +1, Spot +10; Alertness, Improved Initiative, Iron Will, 
  Power Attack, Weapon Focus (morningstar). 
   
  Superior Two-Weapon Fighting (Ex):  An ettin 
  fights with a weapon in each hand.  Because each of its 
  two heads control an arm, the ettin does not suffer an 
  attack or damage penalty for attacking with two weapons. 
   
  Possessions: 
  large 
  chainmail, 
  2 
  large 
  mw 
  morningstars, 2 tanglefoot bags, 4 large javelins, cloak of 
  resistance +2. 
  Encounter Eleven 
  Caryatid Column: CR 6; Medium Construct; HD 
  6d10+20; hp 60; Init +3; Spd 30 ft.; AC 22 (touch 13, flat-
  footed 19) [+3 Dex, +9 natural]; Atk +12 melee 
  (1d10+9/19-20, +2 bastard sword) or +9 melee (1d4+7, 2 
  slams); SQ break weapon, column form, construct traits, 
  hardness 8, magic weapon; AL N; SV Fort +2, Ref +5, Will 
  -3; Str 20, Dex 16, Con --, Int 6, Wis 1, Cha 1. 
   
  Skills & Feats: Diplomacy –3, Sense Motive +4; 
  Improved Sunder, Power Attack, Weapon Focus (bastard 
  sword). 
   
  Break Weapon (Su):  A caryatid column is imbued 
  with a supernatural defense against weapon attacks.  
  Whenever a creature strikes a caryatid column with a 
  melee weapon, the weapon must succeed on a Fortitude 
  save (DC 13) or break and become useless, dealing no 
  damage to the caryatid column.  As usual, a magic 
  weapon uses either the wielder's saver bonus or its own 
  save bonus, whichever is better.   
   
  Nonmagic ranged weapons automatically shatter 
  upon hitting the caryatid column, dealing no damage.  
  Magic ranged weapons receive a Fortitude save (DC 13) 
  to resist this effect. 
   
  Column Form (Ex):  When at rest (not commanded, 
  or waiting to fulfill a command), a caryatid column take 
  the form of a simple column of stone.  This column is 
  about 2 feet in diameter, and it extends up to the ceiling 
  of the chamber or to a height of 25 feet, whichever is less. 
   Unless commanded otherwise, a caryatid column 
  remains in this form until attacked, and it even allows 
  creatures to climb it (Climb check DC 15). 
   
  A caryatid column in column form looks like a pillar 
  in most respects.  It does not radiate magic, and true 
  seeing does not reveal its humanoid form.  Careful 
  examination of the column (Search check DC 25) reveals 
  very faint and distorted lines that make the pillar 
  resemble a woman with a sword.  Anyone who 
  successfully makes a Knowledge (architecture and 
  engineering) check (DC 12) notes that the column serves 
  
  SHE3-03 Shades of Gray 
   
  Page 55 
  no structural purpose since it bears none of the ceiling's 
  weight.  A close examination of the top of the column 
  (Search check DC 15) or a keen eye (Spot check DC 20) 
  shows that the column is not cemented or joined to the 
  ceiling.  Dwarves and other creatures with stonecunning 
  received a free Search check as though actively looking 
  when they pass within 10 feet of a caryatid column. 
   
  Changing forms is a free action, and a caryatid 
  column can change once per round. 
   
  Construct Traits:  A caryatid column is immune to 
  mind-affecting effects, and to poison, sleep, paralysis, 
  stunning, disease, death effects, necromantic effects, and 
  any effect that requires a Fortitude save unless it also 
  works on objects.  The creature is not subject to critical 
  hits, subdual damage, ability damage, ability drain, energy 
  drain, or death from massive damage.  It cannot heal 
  itself but can be healed through repair.  It cannot be 
  raised or resurrected.  A caryatid column has darkvision 
  (60 ft. range). 
   
  Hardness (Ex):  Like an animated object made of 
  stone, a caryatid column has a hardness of 8. 
   
  Magic Weapon:  A magic weapon is incorporated 
  into a caryatid column at the time of its creation.  This 
  weapon, usually a +2 bastard sword, functions in all 
  respects like a normal magic weapon of its type, with one 
  exception:  Whenever it is out of the caryatid column's 
  hands, it reverts to stone and becomes a nonmagical 
  sculpture.  Should the caryatid column then pick up the 
  weapon, it regains its normal form and magical qualities. 
   
  If a caryatid column needs both hands free, it can 
  stow its weapon by simply pressing it against its side; the 
  weapon then merges with the caryatid column's body 
  and can be retrieved by the caryatid column as any 
  character would draw a weapon. 
   
  Possessions: +2 bastard sword. [Sword reverts to 
  stone if out of column’s hands.] 
  Encounter Thirteen 
  Lucien: CR 10; Male Spectral Human Wiz7; Medium 
  Undead (incorporeal); HD 7d12; hp 63; Init +7; Spd Fly 
  80 ft. (perfect); AC 20 (touch 16, flat-footed 17) [+3 Dex, 
  +4 mage armor, +3 Cha]; Atk +4 melee (1d8 plus energy 
  drain, incorporeal touch); SA spells, energy drain; SQ 
  create spawn, incorporeal, undead traits, turn resistance 
  +2, unnatural aura, sunlight powerlessness; AL NE; SV 
  Fort +4, Ref +7, Will +9; Str 10, Dex 17, Con --, Int 22, Wis 
  14, Cha 16. 
   
  Skills & Feats: Bluff +8, Concentration +10, 
  Diplomacy +7, Hide +11, Intimidate +3, Knowledge 
  (arcana) +15, Listen +10, Scry +9, Search +14, Speak 
  Language 2 ranks, Spellcraft +16, Spot +10; Combat 
  Casting, Craft Wand, Enlarge Spell, Improved Initiative, 
  Scribe Scroll, Spell Focus (enchantment). 
   
  Languages:  Abyssal, Common, Draconic, Flan, 
  Giant, Infernal, Sylvan. 
   
  Energy Drain (Su):  Any living creature struck by a 
  spectral creature's incorporeal touch attack must succeed 
  on a Fortitude saving throw (DC 16) or gain two negative 
  levels.  For each negative energy level it bestows, the 
  spectral creature heals 5 points of damage.  If the amount 
  of healing is more than the damage the creature has 
  taken, it gains any excess as temporary hit points.  If the 
  negative level has not been removed (by a spells such as 
  restoration) before 24 hours have passed, the afflicted 
  opponent must succeed on a Fortitude save to remove it.  
  Failure means the opponent's level (or Hit Dice) is 
  reduced by one. 
   
  Create Spawn (Su):  Any aberration, animal, dragon, 
  giant, humanoid, magical beast, or monstrous humanoid, 
  slain by a spectral creature rises as a spectral creature in 
  1d4 rounds.  Such a spawn is under the command of the 
  spectral creature that created it and remains enslaved 
  until its master's death.  The spawn does not possess any 
  of the abilities it had in life but gains the spectral creature 
  template. 
   
  A spectral creature can control a number of spawn 
  equal to its HD X 2.  If it creates a spawn that causes it to 
  exceed this limit, the spawn longest under its control is 
  released. 
   
  Incorporeal: A spectral creature can be harmed only 
  by other incorporeal creatures, +1 or better magic 
  weapons, spells, and spell-like abilities.  The creature has 
  a 50% chance to ignore any damage from a corporeal 
  source, except for force effects or attacks made with ghost 
  touch weapons.  A spectral creature can pass through 
  solid objects, but not force effects, at will.  Its attacks 
  ignore natural armor, armor, and shields, but not 
  deflection bonuses and force effects work normally 
  against them.  A spectral creature always moves silently 
  and cannot be heard with Listen checks if it doesn't wish 
  to be. 
   
  Undead Traits:  A spectral creature is immune to 
  mind-affecting effects, poison, sleep, paralysis, stunning, 
  disease, death effects, necromantic effects, and any effect 
  that requires a Fortitude save unless it also works on 
  objects.  It is not subject to critical hits, subdual damage, 
  ability damage, ability drain, energy drain, or death from 
  massive damage.  A spectral creature cannot be raised, 
  and resurrection works only if it is willing.  The creature 
  has darkvision (60 ft. range). 
   
  Unnatural Aura (Su):  Both wild and domesticated 
  animals can sense the unnatural presence of a spectral 
  creature at a distance of 30 feet.  They do not willingly 
  approach nearer than that and panic if forced to do so; 
  they remain panicked as long as they are within that 
  range. 
  
  SHE3-03 Shades of Gray 
   
  Page 56 
   
  Sunlight Powerlessness (Ex):  Spectral creatures 
  are utterly powerless in natural sunlight (not merely a 
  daylight spell) and flee from it.  A spectral creature 
  caught in sunlight cannot attack and can take only partial 
  actions. 
   
  Possessions: wand of eagle’s splendor (3
  rd level 
  caster), cloak of resistance +2, material components 
  pouch, spellbook. [All possessions are incorporeal and 
  dissolve into nothingness if separated from their user.] 
   
  Spells Prepared (4/6/5/3/2; base DC 16 + spell level, 
  18 + spell level for enchantment spells): 0—[detect 
  magic, mage hand x2, read magic]; 1
  st—[charm person, 
  expeditious retreat, mage armor, shield, true strike x2]; 
  2
  nd—[blindness/deafness, Melf’s acid arrow, protection 
  from arrows, Tasha’s hideous laughter x2]; 3
  rd—[dispel 
  magic, negative energy burst, suggestion]; 4
  th—[charm 
  monster, improved invisibility]. 
  Spectral Guard War6: CR 8; Medium Undead 
  (incorporeal); HD 6d12; hp 54; Init +4; Spd Fly 80 ft. 
  (perfect); AC 22 (touch 17, flat-footed 18) [+4 Dex, +5 
  armor, +3 Cha]; Atk +9 melee (1d8 plus energy drain, 
  incorporeal touch); SA energy drain; SQ create spawn, 
  incorporeal, undead traits, turn resistance +2, unnatural 
  aura, sunlight powerlessness; AL NE; SV Fort +5, Ref +6, 
  Will +3; Str 15, Dex 18, Con --, Int 14, Wis 13, Cha 16. 
   
  Skills & Feats: Climb +6, Hide +12, Jump +8, 
  Knowledge (local – Geoff) +1, Listen +11, Ride +9, Speak 
  Languages 1 rank, Search +10, Spot +11, Swim +5; Dodge, 
  Mobility, Spring Attack, Weapon Focus (incorporeal 
  touch). 
   
  Languages:  Common, Flan. 
   
  Energy Drain (Su):  Any living creature struck by a 
  spectral creature's incorporeal touch attack must succeed 
  on a Fortitude saving throw (DC 16) or gain two negative 
  levels.  For each negative energy level it bestows, the 
  spectral creature heals 5 points of damage.  If the amount 
  of healing is more than the damage the creature has 
  taken, it gains any excess as temporary hit points.  If the 
  negative level has not been removed (by a spells such as 
  restoration) before 24 hours have passed, the afflicted 
  opponent must succeed on a Fortitude save to remove it.  
  Failure means the opponent's level (or Hit Dice) is 
  reduced by one. 
   
  Create Spawn (Su):  Any aberration, animal, dragon, 
  giant, humanoid, magical beast, or monstrous humanoid, 
  slain by a spectral creature rises as a spectral creature in 
  1d4 rounds.  Such a spawn is under the command of the 
  spectral creature that created it and remains enslaved 
  until its master's death.  The spawn does not possess any 
  of the abilities it had in life but gains the spectral creature 
  template. 
   
  A spectral creature can control a number of spawn 
  equal to its HD X 2.  If it creates a spawn that causes it to 
  exceed this limit, the spawn longest under its control is 
  released. 
   
  Incorporeal: A spectral creature can be harmed only 
  by other incorporeal creatures, +1 or better magic 
  weapons, spells, and spell-like abilities.  The creature has 
  a 50% chance to ignore any damage from a corporeal 
  source, except for force effects or attacks made with ghost 
  touch weapons.  A spectral creature can pass through 
  solid objects, but not force effects, at will.  Its attacks 
  ignore natural armor, armor, and shields, but not 
  deflection bonuses and force effects work normally 
  against them.  A spectral creature always moves silently 
  and cannot be heard with Listen checks if it doesn't wish 
  to be. 
  Encounter Sixteen 
  Horror of the Well: CR 10; Vampiric Darktentacles; 
  Large Undead; HD 13d12; hp 117; Init +8; Spd 5 ft., Swim 
  20 ft.; AC 26 (touch 13, flat-footed 22) [–1 size, +4 Dex, 
  +13 natural]; Atk +16 melee (1d8+7 plus energy drain, 12 
  slams); Face/Reach 10 ft. by 10 ft./15 ft.; SA constrict 
  2d6+10, improved grab, spell-like abilities, domination, 
  energy 
  drain; 
  SQ 
  darkvision 
  60 
  ft., 
  enhanced 
  multiweapon 
  fighting, 
  tentacle 
  regeneration, 
  tremorsense, weapon use, damage reduction 15/+1, turn 
  resistance +4, cold and electricity resistance 20, gaseous 
  form, spider climb, fast healing 5; AL CE; SV Fort +4, Ref 
  +10, Will +10; Str 25, Dex 19, Con --, Int 16, Wis 14, Cha 
  16. 
   
  Skills & Feats: Bluff +12, Concentration +16, Hide 
  +24, Listen +17, Move Silently +24, Search +12, Sense 
  Motive +10, Spot +17; Alertness, Combat Reflexes, 
  Dodge, 
  Improved 
  Initiative, 
  Lightning 
  Reflexes, 
  Multidexterity, Multiweapon Fighting, Weapon Focus 
  (slam). 
   
  Constrict (Ex):  With a successful grapple check, a 
  darktentacles can crush a grabbed opponent, dealing 
  2d6+10 points of bludgeoning damage. 
   
  Improved Grab (Ex):  If a darktentacles hits an 
  opponent that is at least one size category smaller than 
  itself with a slam attack, it deals normal damage and 
  attempts to start a grapple as a free action without 
  provoking an attack of opportunity (grapple bonus +36; 
  includes a +16 racial bonus on grapple checks).  If it gets a 
  hold, it can also constrict in the same round.  Thereafter, 
  the darktentacles has the option to conduct the grapple 
  normally, or simply use its tentacle to hold the opponent 
  (-20 penalty on grapple check, but the darktentacles is 
  not considered grappled).  In either case, each successful 
  grapple check it makes during successive rounds 
  automatically deals slam and constrict damage. 
  
  SHE3-03 Shades of Gray 
   
  Page 57 
   
  Spell-Like 
  Abilities: 
   
  5/day—hold 
  monster; 
  3/day—charm monster; 1/day—wall of force.  Caster 
  level 10th; save DC 13 + spell level. 
   
  Enhanced Multiweapon Fighting (Ex):  This 
  ability lessens the penalty for off-hand weapon use by 2 
  for both primary and off hands.  Combined with the 
  Multidexterity and Multiweapon Fighting feats, this 
  ability effectively negates all attack penalties for using 
  one or more light off-hand weapons. 
   
  Tentacles Regeneration (Ex):  Foes can attack the 
  tentacles of a darktentacles, but only when those 
  appendages are actually holding an opponent.  A tentacle 
  has an AC of 27 (touch 14) and can withstand 20 points of 
  damage.  The loss of a tentacle does not harm the creature 
  (that is, the damage does not apply against its hit point 
  total), and it regrows the limb within a day. 
   
  Tremorsense 
  (Ex): 
   
  A 
  darktentacles 
  can 
  automatically sense the location of anything within 60 
  feet that is in contact with the ground. 
   
  Weapon Use (Ex):  A darktentacles of Large size can 
  wield a melee weapon of up to Huge size in each 
  tentacles.  It is proficient with all simple and martial 
  melee weapons. 
   
  Domination (Su):  A Horror can crush an 
  opponent’s will just by looking onto his eyes.  This is 
  similar to a gaze attack, except that the Horror must take 
  a standard action, and those merely looking at it are not 
  affected.  Anyone the Horror targets must make a Will 
  save (DC 19) or fall instantly under the Horror’s 
  influence as though by a dominate person spell cast by a 
  12
  th level sorcerer.  The ability has a range of 30 feet. 
   
  Energy Drain (Su):  Living creatures struck by a 
  Horror’s slam attack must succeed on a Fortitude saving 
  throw (DC 19) or gain one negative level.  For each 
  negative energy level it bestows, the Horror heals 5 
  points of damage.  If the amount of healing is more than 
  the damage the creature has taken, it gains any excess as 
  temporary hit points.  If the negative level has not been 
  removed (by a spells such as restoration) before 24 hours 
  have passed, the afflicted opponent must succeed on a 
  Fortitude save to remove it.  Failure means the 
  opponent's level (or Hit Dice) is reduced by one.  No 
  matter how many times an opponent is hit and fails his 
  save against the energy drain attack in a single round, a 
  given opponent can only receive one negative energy 
  level (two on a critical) each round from a given Horror. 
   
  Gaseous Form (Su):  As a standard action, a Horror 
  can assume gaseous form at will, as the spell cast by a 5
  th 
  level sorcerer, but can remain gaseous indefinitely and 
  has a fly speed of 20 ft. (perfect).  It will only go gaseous if 
  reduced to 0 hp (see below). 
   
  Spider Climb (Ex):  A Horror can climb sheer 
  surfaces as thought with a spider climb spell. 
   
  Fast Healing (Ex):  A Horror heals 5 points of 
  damage each round so long as it has at least 1 hit point.  If 
  reduced to 0 hp or lower, it automatically assumes 
  gaseous form and attempts to escape into the depths of 
  the Well.  It will not resurface for 5 hours. 
  APL 12 
  Encounter Six 
  Orc Swordwraith: CR 4; Male Orc War3; Medium 
  Undead; HD 3d12; hp 27; Init +0; Spd 30 ft.; AC 14 (touch 
  10, flat-footed 14) [+4 armor]; Atk +7 melee (1d12+4 plus 
  Str damage/x3, +1 greataxe) or +3 ranged (1d6+2, javelin); 
  SA strength damage; SQ undead traits, damage reduction 
  10/+2, turn resistance +2, darkvision 60 ft.; AL LE; SV 
  Fort +3, Ref +1, Will +2; Str 15, Dex 10, Con --, Int 9, Wis 
  8, Cha 8. 
   
  Skills & Feats: Climb +4, Hide +0, Listen+2, Move 
  Silently +0, Spot+2; Alertness, Iron Will, Power Attack, 
  Weapon Focus (greataxe). 
   
  Strength Damage (Su):  A creature struck by a 
  swordwraith's melee weapon take 1 point of Strength 
  damage. 
   
  Light Sensitivity (Ex):  Orcs suffer a –1 penalty to 
  attack rolls in bright sunlight or within the radius of a 
  daylight spell. 
   
  Undead Traits: Immune to mind-affecting effects, 
  poison, sleep, paralysis, stunning, disease, death effects, 
  necromantic effects (unless they specifically affect 
  undead), and any effect that requires a Fort save unless it 
  also works on objects.  Not subject to critical hits, subdual 
  damage, ability damage, ability drain, or death from 
  massive damage. 
   
  Possessions: 
  scale 
  armor, 
  +1 
  greataxe. 
  [All 
  possessions are fouled beyond redemption and cannot be 
  used or sold for treasure.] 
  Hill Giant Swordwraith: CR 9; Large Undead; HD 
  12d12; hp 108; Init -1; Spd 40 ft.; AC 20 (touch 8, flat-
  footed 20) [–1 size, -1 Dex, +9 natural, +3 armor]; Atk 
  +16/+11 melee (2d6+10 plus Str damage, huge greatclub) 
  or +8/+3 ranged (2d6+7, rock); SA strength damage, rock 
  throwing; SQ undead traits, damage reduction 10/+2, 
  turn resistance +2, darkvision 60 ft., rock catching; AL 
  CE; SV Fort +8, Ref +3, Will +4; Str 25, Dex 8, Con --, Int 
  6, Wis 10, Cha 17. 
   
  Skills & Feats: Climb +12, Hide +3, Jump +12, Listen 
  +2, Move Silently +3, Spot +6; Alertness, Iron Will, Power 
  Attack, Weapon Focus (greataxe). 
   
  Strength Damage (Su):  A creature struck by a 
  swordwraith's melee weapon take 1 point of Strength 
  damage. 
   
  Undead Traits: Immune to mind-affecting effects, 
  poison, sleep, paralysis, stunning, disease, death effects, 
  
  SHE3-03 Shades of Gray 
   
  Page 58 
  necromantic effects (unless they specifically affect 
  undead), and any effect that requires a Fort save unless it 
  also works on objects.  Not subject to critical hits, subdual 
  damage, ability damage, ability drain, or death from 
  massive damage. 
   
  Rock Throwing (Ex): A fire giant can hurl rocks 
  weighing 40-50 pounds (Small objects), up to five range 
  increments of 120 feet each. Giants receive a +1 racial 
  bonus on attack rolls when throwing rocks (included in 
  ranged attack bonus). 
   
  Rock Catching (Ex): A fire giant can catch Small, 
  Medium-size, or Large rocks (or projectiles of similar 
  size). Once per round, a fire giant that would normally be 
  hit by a rock can make a Reflex save to catch it as a free 
  action. The DC is 15 for a Small rock, 20 for a Medium-
  size one, and 25 for a Large one. (If the projectile has a 
  magical bonus to attack, the DC increases by that 
  amount.) The giant must be ready for and aware of the 
  attack. 
   
  Possessions: large hide armor, huge greatclub. [All 
  possessions are fouled beyond redemption and cannot be 
  used or sold for treasure.] 
  Steffan’s Swordwraith: CR 10; Male Human Rgr4/Ftr4; 
  Medium Undead; HD 8d12; hp 72; Init +4; Spd 30 ft.; AC 
  19 (touch 15, flat-footed 15) [+4 Dex, +4 armor, +1 ring]; 
  Atk +9/+4 melee (1d8+2 plus Str damage/19-20, mw 
  longsword) and +9 melee (1d6+1 plus Str damage/19-20, 
  mw short sword), or +14/+9 ranged (1d8+5 + 1d6 
  electricity/x3, +1 mighty shock composite longbow); SA 
  favored enemy (giants), strength damage; SQ undead 
  traits, damage reduction 10/+2, turn resistance +2, 
  darkvision 60 ft.; AL LE; SV Fort +9, Ref +7, Will +6; Str 
  15, Dex 18, Con --, Int 10, Wis 12, Cha 8. 
   
  Skills & Feats: Animal Empathy +2, Climb +3, 
  Handle Animal +4, Hide +11, Intuit Direction +3, Jump 
  +3, Knowledge (nature) +4, Listen +3, Move Silently +10, 
  Ride +7, Speak Language 3 ranks, Spot +3, Swim +4, 
  Wilderness Lore +10; Alertness, Ambidexterity, Dodge, 
  Iron Will, Mobility, Point Blank Shot, Precise Shot, 
  Rapid Shot, Track, Two Weapon Fighting, Weapon Focus 
  (composite longbow), Weapon Specialization (composite 
  longbow). 
   
  Languages:  Common, Elf, Flan, Gnome. 
   
  Strength Damage (Su):  A creature struck by a 
  swordwraith's melee weapon take 1 point of Strength 
  damage. 
   
  Undead Traits: Immune to mind-affecting effects, 
  poison, sleep, paralysis, stunning, disease, death effects, 
  necromantic effects (unless they specifically affect 
  undead), and any effect that requires a Fort save unless it 
  also works on objects.  Not subject to critical hits, subdual 
  damage, ability damage, ability drain, or death from 
  massive damage. 
   
  Possessions: +1 studded leather armor, +1 mighty 
  shock composite longbow (+2 Str bonus), cloak of 
  protection +1, ring of protection +1, mw longsword, mw 
  short sword. [All possessions are fouled beyond 
  redemption and cannot be used or sold for treasure.] 
   
  Spells Prepared (1; base DC 11 + spell level): 1
  st—
  [entangle]. 
  Encounter Seven 
  Baktar: CR 9; Male Hobgoblin Wiz9; Medium 
  Humanoid (goblinoid); HD 9d4+18; hp 41; Init +3; Spd 
  30 ft.; AC 13 (touch 13, flat-footed 10) [+3 Dex]; Atk +3 
  melee (1d6-1, quarterstaff); SA spells; SQ darkvision 60 
  ft., hawk familiar; AL LE; SV Fort +8, Ref +9, Will +10; Str 
  8, Dex 16, Con 15, Int 19, Wis 12, Cha 10. 
   
  Skills & Feats: Concentration +15, Knowledge 
  (arcana) +15, Listen +4, Move Silently +7, Spellcraft +17, 
  Spot +7; Empower Spell, Iron Will, Lightning Reflexes, 
  Maximize Spell, Scribe Scroll, Spell Focus (conjuration). 
   
  Possessions: quarterstaff, cloak of resistance +1, ring 
  of protection +1, scroll of dimension door (7
  th level 
  caster), potion of cure serious wounds, potion of haste. 
   
  Spells Prepared (4/5/5/4/3/1; base DC 14 + spell 
  level, 16 + spell level for conjuration spells): 0—[detect 
  magic, ghost sound, open/close, read magic]; 1
  st—[alarm, 
  mage armor, magic missile x2, shield]; 2
  nd—[glitterdust 
  x2, Melf’s acid arrow x3]; 3
  rd—[stinking cloud x3, 
  empowered magic missile]; 4
  th—[empowered Melf’s acid 
  arrow, ice storm, maximized magic missile]; 5
  th—
  [empowered fireball]. 
  Zog Spleenslurper: CR 7; Male Hobgoblin Clr7 of 
  Maglubiyet; Medium Humanoid (goblinoid); HD 
  7d8+14; hp 53; Init +1; Spd 30 ft.; AC 23 (touch 11, flat-
  footed 22) [+1 Dex, +10 armor, +2 shield]; Atk +6 melee 
  (1d8+1, morningstar) or +6 ranged (1d8/19-20, light 
  crossbow); SA spells, rebuke undead; SQ darkvision 60 ft.; 
  AL NE; SV Fort +8, Ref +6, Will +9; Str 10, Dex 13, Con 
  14, Int 10, Wis 17, Cha 12. 
   
  Skills & Feats: Concentration +12, Diplomacy +2, 
  Intimidate +2, Knowledge (religion) +7, Spellcraft +9; 
  Lightning 
  Reflexes, 
  Scribe 
  Scroll, 
  Spell 
  Focus 
  (enchantment). 
   
  Possessions: +2 full plate, large steel shield, 
  morningstar, light crossbow w/ 10 bolts, pearl of power 
  (1
  st level), 5 scrolls of cure light wounds (1
  st level caster), 
  scroll of silence (3
  rd level caster), potion of blur, potion of 
  gaseous form. 
   
  Spells Prepared (6/5+1/5+1/4+1/2+1; base DC 13 + 
  spell level, 15 + spell level for enchantment spells): 0—
  [cure minor wounds x2, detect magic, resistance, virtue]; 
  1
  st—[bane, cause fear, command, cure light wounds, 
  protection from good*, shield of faith]; 2
  nd—[cure 
  moderate wounds, endurance, hold person x2, owl’s 
  
  SHE3-03 Shades of Gray 
   
  Page 59 
  wisdom, shatter*]; 3
  rd—[cure serious wounds, dispel 
  magic x2, magic circle against good*, prayer]; 4
  th—
  [greater magic weapon, summon monster IV, unholy 
  blight*]. 
   
  *Domain spell.  Domains: Destruction (smite (su) 
  1/day on melee attack with a +4 attack bonus and damage 
  bonus equal to cleric level; declare smite before rolling), 
  Evil (evil spells at +1 caster level). 
  Hobgoblin Shaman Clr7 of Maglubiyet: CR 7; Medium 
  Humanoid (goblinoid); HD 7d8+14; hp 53; Init +1; Spd 
  30 ft.; AC 23 (touch 11, flat-footed 22) [+1 Dex, +10 armor, 
  +2 shield]; Atk +6 melee (1d8+1, morningstar) or +6 
  ranged (1d8/19-20, light crossbow); SA spells, rebuke 
  undead; SQ darkvision 60 ft.; AL NE; SV Fort +8, Ref +6, 
  Will +9; Str 10, Dex 13, Con 14, Int 10, Wis 17, Cha 12. 
   
  Skills & Feats: Concentration +12, Diplomacy +2, 
  Intimidate +2, Knowledge (religion) +7, Spellcraft +9; 
  Lightning 
  Reflexes, 
  Scribe 
  Scroll, 
  Spell 
  Focus 
  (enchantment). 
   
  Possessions: +2 full plate, large steel shield, 
  morningstar, light crossbow w/ 10 bolts, pearl of power 
  (1
  st level), 5 scrolls of cure light wounds (1
  st level caster), 
  scroll of silence (3
  rd level caster), potion of blur, potion of 
  gaseous form. 
   
  Spells Prepared (6/5+1/5+1/4+1/2+1; base DC 13 + 
  spell level, 15 + spell level for enchantment spells): 0—
  [cure minor wounds x2, detect magic, resistance, virtue]; 
  1
  st—[bane, cause fear, command, cure light wounds, 
  protection from good*, shield of faith]; 2
  nd—[cure 
  moderate wounds, endurance, hold person x2, owl’s 
  wisdom, shatter*]; 3
  rd—[cure serious wounds, dispel 
  magic x2, magic circle against good*, prayer]; 4
  th—
  [greater magic weapon, summon monster IV, unholy 
  blight*]. 
   
  *Domain spell.  Domains: Destruction (smite (su) 
  1/day on melee attack with a +4 attack bonus and damage 
  bonus equal to cleric level; declare smite before rolling), 
  Evil (evil spells at +1 caster level). 
  Hobgoblin Archer Rgr1/Ftr4/DpwdSnpr2: CR 7; 
  Medium Humanoid (goblinoid); HD 5d10+2d8+14; hp 
  60; Init +3; Spd 30 ft.; AC 18 (touch 13, flat-footed 15) [+3 
  Dex, +4 armor, +1 shield]; Atk +11/+6 melee (1d8+3/19-
  20, mw longsword) or +14 ranged (1d8+6/19-20/x4, +1 
  mighty composite longbow); SA favored enemy (elves), 
  keen arrows, magic weapon, projectile critical +1; SQ 
  darkvision 60 ft., range increment bonus +10 ft./level, 
  concealment reduction 10%; AL LE; SV Fort +8, Ref +7, 
  Will +1; Str 16, Dex 17, Con 14, Int 10, Wis 10, Cha 9. 
   
  Skills & Feats: Hide +11, Listen +3, Move Silently 
  +15, Spot +7, Wilderness Lore +2; Far Shot, Point Blank 
  Shot, Precise Shot, Rapid Shot, Track, Weapon Focus 
  (composite longbow), Weapon Specialization (composite 
  longbow). 
   
  Keen Arrows (Ex): All projectiles the deepwood 
  sniper fires behave as if they were keen weapons.  This 
  effect does not stack with any other keen effect. 
   
  Range 
  Increment 
  Bonus 
  (Ex): 
  The 
  range 
  increment of projectile weapons the deepwood sniper 
  fires increase by +10 feet per level of deepwood sniper. 
   
  Concealment Reduction (Ex): The deepwood 
  sniper’s miss chance against opponents with concealment 
  drops by 10%.  This ability never reduces her miss chance 
  against any opponent below 0%. 
   
  Magic Weapon (Sp): The character can produce an 
  effect identical to that of a magic weapon spell cast by a 
  cleric of her deepwood sniper level.  This ability is usable 
  once per day on projectile weapons only. 
   
  Projectile Improved Critical (Ex): The critical 
  damage multipliers of all the deepwood sniper’s 
  projectile weapons increase by +1. 
   
  Possessions: mw longsword, buckler, mw chain 
  shirt, +1 mighty composite longbow (+3 Str bonus), 
  potion of cure serious wounds, potion of cat’s grace, 
  bracers of archery. 
  Ettin Bbn4: CR 9; Large Giant; HD 10d8+4d12+28; hp 
  117; Init +3; Spd 35 ft.; AC 20 (touch 8, flat-footed 20) [-1 
  size, -1 Dex, +5 armor, +7 natural]; Atk +20/+15/+10 
  melee (2d6+7, large mw morningstar) and +20/+15/+10 
  melee (2d6+7, large mw morningstar), or +10/+5 ranged 
  (1d8+7, large javelin) and +10/+5 ranged (1d8+7, large 
  javelin), or +9 ranged touch (tanglefoot bag) and +9 
  ranged touch (tanglefoot bag); SA rage 2/day, superior 
  two-weapon fighting; SQ darkvision 90 ft., uncanny 
  dodge (Dex bonus to AC), fast movement; AL CE; SV Fort 
  +15, Ref +5, Will +8; Str 24, Dex 8, Con 15, Int 6, Wis 10, 
  Cha 11. 
   
  Skills & Feats: Climb +6, Jump +6, Listen +10, Search 
  +1, Spot +10; Alertness, Improved Initiative, Iron Will, 
  Power Attack, Weapon Focus (morningstar). 
   
  Superior Two-Weapon Fighting (Ex):  An ettin 
  fights with a weapon in each hand.  Because each of its 
  two heads control an arm, the ettin does not suffer an 
  attack or damage penalty for attacking with two weapons. 
   
  Possessions: 
  large 
  chainmail, 
  2 
  large 
  mw 
  morningstars, 2 tanglefoot bags, 4 large javelins, cloak of 
  resistance +2. 
  Encounter Eleven 
  Caryatid Column, Advanced: CR 8; Large Construct; 
  HD 12d10+30; hp 113; Init +2; Spd 30 ft.; AC 23 (touch 
  11, flat-footed 21) [-1 size, +2 Dex, +12 natural]; Atk 
  +20/+15 melee (2d6+15/19-20, +2 large bastard sword) or 
  +17 melee (1d6+13, 2 slams); SQ break weapon, column 
  form, construct traits, hardness 8, magic weapon; Reach 5 
  ft. x 5 ft./10 ft.; AL N; SV Fort +3, Ref +5, Will -2; Str 28, 
  Dex 14, Con --, Int 6, Wis 1, Cha 1. 
  
  SHE3-03 Shades of Gray 
   
  Page 60 
   
  Skills & Feats: Diplomacy –3, Sense Motive +4; 
  Improved Sunder, Power Attack, Weapon Focus (bastard 
  sword). 
   
  Break Weapon (Su):  A caryatid column is imbued 
  with a supernatural defense against weapon attacks.  
  Whenever a creature strikes a caryatid column with a 
  melee weapon, the weapon must succeed on a Fortitude 
  save (DC 16) or break and become useless, dealing no 
  damage to the caryatid column.  As usual, a magic 
  weapon uses either the wielder's saver bonus or its own 
  save bonus, whichever is better.   
   
  Nonmagic ranged weapons automatically shatter 
  upon hitting the caryatid column, dealing no damage.  
  Magic ranged weapons receive a Fortitude save (DC 16) 
  to resist this effect. 
   
  Column Form (Ex):  When at rest (not commanded, 
  or waiting to fulfill a command), a caryatid column take 
  the form of a simple column of stone.  This column is 
  about 2 feet in diameter, and it extends up to the ceiling 
  of the chamber or to a height of 25 feet, whichever is less. 
   Unless commanded otherwise, a caryatid column 
  remains in this form until attacked, and it even allows 
  creatures to climb it (Climb check DC 15). 
   
  A caryatid column in column form looks like a pillar 
  in most respects.  It does not radiate magic, and true 
  seeing does not reveal its humanoid form.  Careful 
  examination of the column (Search check DC 25) reveals 
  very faint and distorted lines that make the pillar 
  resemble a woman with a sword.  Anyone who 
  successfully makes a Knowledge (architecture and 
  engineering) check (DC 12) notes that the column serves 
  no structural purpose since it bears none of the ceiling's 
  weight.  A close examination of the top of the column 
  (Search check DC 15) or a keen eye (Spot check DC 20) 
  shows that the column is not cemented or joined to the 
  ceiling.  Dwarves and other creatures with stonecunning 
  received a free Search check as though actively looking 
  when they pass within 10 feet of a caryatid column. 
   
  Changing forms is a free action, and a caryatid 
  column can change once per round. 
   
  Construct Traits:  A caryatid column is immune to 
  mind-affecting effects, and to poison, sleep, paralysis, 
  stunning, disease, death effects, necromantic effects, and 
  any effect that requires a Fortitude save unless it also 
  works on objects.  The creature is not subject to critical 
  hits, subdual damage, ability damage, ability drain, energy 
  drain, or death from massive damage.  It cannot heal 
  itself but can be healed through repair.  It cannot be 
  raised or resurrected.  A caryatid column has darkvision 
  (60 ft. range). 
   
  Hardness (Ex):  Like an animated object made of 
  stone, a caryatid column has a hardness of 8. 
   
  Magic Weapon:  A magic weapon is incorporated 
  into a caryatid column at the time of its creation.  This 
  weapon, usually a +2 bastard sword, functions in all 
  respects like a normal magic weapon of its type, with one 
  exception:  Whenever it is out of the caryatid column's 
  hands, it reverts to stone and becomes a nonmagical 
  sculpture.  Should the caryatid column then pick up the 
  weapon, it regains its normal form and magical qualities. 
   
  If a caryatid column needs both hands free, it can 
  stow its weapon by simply pressing it against its side; the 
  weapon then merges with the caryatid column's body 
  and can be retrieved by the caryatid column as any 
  character would draw a weapon. 
   
  Possessions: +2 large bastard sword. [Sword reverts 
  to stone if out of column’s hands.] 
  Encounter Thirteen 
  Lucien: CR 12; Male Spectral Human Wiz9; Medium 
  Undead (incorporeal); HD 9d12; hp 81; Init +8; Spd Fly 
  80 ft. (perfect); AC 21 (touch 17, flat-footed 17) [+4 Dex, 
  +4 mage armor, +3 Cha]; Atk +5 melee (1d8 plus energy 
  drain, incorporeal touch); SA spells, energy drain; SQ 
  create spawn, incorporeal, undead traits, turn resistance 
  +2, unnatural aura, sunlight powerlessness; AL NE; SV 
  Fort +5, Ref +8, Will +10; Str 10, Dex 18, Con --, Int 24, 
  Wis 14, Cha 16. 
   
  Skills & Feats: Bluff +8, Concentration +12, 
  Diplomacy +9, Hide +12, Intimidate +5, Knowledge 
  (arcana) +18, Listen +10, Scry +10, Search +15, Speak 
  Language 2 ranks, Spellcraft +19, Spot +10; Combat 
  Casting, Craft Wand, Enlarge Spell, Greater Spell Focus 
  (enchantment), Improved Initiative, Scribe Scroll, Spell 
  Focus (enchantment). 
   
  Languages:  Abyssal, Common, Draconic, Flan, 
  Giant, Infernal, Sylvan. 
   
  Greater Spell Focus (from Tome & Blood): 
  Choose a school of magic to which you have already 
  applied the Spell Focus feat.  Your magic spells of that 
  school are now even more potent than before.  Add +4 to 
  the DC of saving throws against spells from the school of 
  magic you select to focus on.  This supersedes (does not 
  stack with) the bonus from Spell Focus. 
   
  Energy Drain (Su):  Any living creature struck by a 
  spectral creature's incorporeal touch attack must succeed 
  on a Fortitude saving throw (DC 17) or gain two negative 
  levels.  For each negative energy level it bestows, the 
  spectral creature heals 5 points of damage.  If the amount 
  of healing is more than the damage the creature has 
  taken, it gains any excess as temporary hit points.  If the 
  negative level has not been removed (by a spells such as 
  restoration) before 24 hours have passed, the afflicted 
  opponent must succeed on a Fortitude save to remove it.  
  Failure means the opponent's level (or Hit Dice) is 
  reduced by one. 
  
  SHE3-03 Shades of Gray 
   
  Page 61 
   
  Create Spawn (Su):  Any aberration, animal, dragon, 
  giant, humanoid, magical beast, or monstrous humanoid, 
  slain by a spectral creature rises as a spectral creature in 
  1d4 rounds.  Such a spawn is under the command of the 
  spectral creature that created it and remains enslaved 
  until its master's death.  The spawn does not possess any 
  of the abilities it had in life but gains the spectral creature 
  template. 
   
  A spectral creature can control a number of spawn 
  equal to its HD X 2.  If it creates a spawn that causes it to 
  exceed this limit, the spawn longest under its control is 
  released. 
   
  Incorporeal: A spectral creature can be harmed only 
  by other incorporeal creatures, +1 or better magic 
  weapons, spells, and spell-like abilities.  The creature has 
  a 50% chance to ignore any damage from a corporeal 
  source, except for force effects or attacks made with ghost 
  touch weapons.  A spectral creature can pass through 
  solid objects, but not force effects, at will.  Its attacks 
  ignore natural armor, armor, and shields, but not 
  deflection bonuses and force effects work normally 
  against them.  A spectral creature always moves silently 
  and cannot be heard with Listen checks if it doesn't wish 
  to be. 
   
  Undead Traits:  A spectral creature is immune to 
  mind-affecting effects, poison, sleep, paralysis, stunning, 
  disease, death effects, necromantic effects, and any effect 
  that requires a Fortitude save unless it also works on 
  objects.  It is not subject to critical hits, subdual damage, 
  ability damage, ability drain, energy drain, or death from 
  massive damage.  A spectral creature cannot be raised, 
  and resurrection works only if it is willing.  The creature 
  has darkvision (60 ft. range). 
   
  Unnatural Aura (Su):  Both wild and domesticated 
  animals can sense the unnatural presence of a spectral 
  creature at a distance of 30 feet.  They do not willingly 
  approach nearer than that and panic if forced to do so; 
  they remain panicked as long as they are within that 
  range. 
   
  Sunlight Powerlessness (Ex):  Spectral creatures 
  are utterly powerless in natural sunlight (not merely a 
  daylight spell) and flee from it.  A spectral creature 
  caught in sunlight cannot attack and can take only partial 
  actions. 
   
  Possessions: wand of eagle’s splendor (3
  rd level 
  caster), cloak of resistance +2, headband of intellect +2, 
  scroll of spiritwall (9
  th level caster), material components 
  pouch, spellbook. [All possessions are incorporeal and 
  dissolve into nothingness if separated from their user.] 
   
  Spells Prepared (4/6/6/5/3/2; base DC 17 + spell 
  level, 21 + spell level for enchantment spells): 0—[detect 
  magic, mage hand x2, read magic]; 1
  st—[charm person, 
  expeditious retreat, mage armor, shield, true strike x2]; 
  2
  nd—[blindness/deafness, choke, Melf’s acid arrow, 
  protection from arrows, Tasha’s hideous laughter x2]; 
  3
  rd—[dispel magic, negative energy burst, protection 
  from elements, suggestion x2]; 4
  th—[charm monster, 
  improved invisibility, Otiluke’s dispelling screen]; 5
  th—
  [dominate person, feeblemind]. 
  Spectral Guard War6: CR 8; Medium Undead 
  (incorporeal); HD 6d12; hp 54; Init +4; Spd Fly 80 ft. 
  (perfect); AC 22 (touch 17, flat-footed 18) [+4 Dex, +5 
  armor, +3 Cha]; Atk +9 melee (1d8 plus energy drain, 
  incorporeal touch); SA energy drain; SQ create spawn, 
  incorporeal, undead traits, turn resistance +2, unnatural 
  aura, sunlight powerlessness; AL NE; SV Fort +5, Ref +6, 
  Will +3; Str 15, Dex 18, Con --, Int 14, Wis 13, Cha 16. 
   
  Skills & Feats: Climb +6, Hide +12, Jump +8, 
  Knowledge (local – Geoff) +1, Listen +11, Ride +9, Speak 
  Languages 1 rank, Search +10, Spot +11, Swim +5; Dodge, 
  Mobility, Spring Attack, Weapon Focus (incorporeal 
  touch). 
   
  Languages:  Common, Flan. 
   
  Energy Drain (Su):  Any living creature struck by a 
  spectral creature's incorporeal touch attack must succeed 
  on a Fortitude saving throw (DC 16) or gain two negative 
  levels.  For each negative energy level it bestows, the 
  spectral creature heals 5 points of damage.  If the amount 
  of healing is more than the damage the creature has 
  taken, it gains any excess as temporary hit points.  If the 
  negative level has not been removed (by a spells such as 
  restoration) before 24 hours have passed, the afflicted 
  opponent must succeed on a Fortitude save to remove it.  
  Failure means the opponent's level (or Hit Dice) is 
  reduced by one. 
   
  Create Spawn (Su):  Any aberration, animal, dragon, 
  giant, humanoid, magical beast, or monstrous humanoid, 
  slain by a spectral creature rises as a spectral creature in 
  1d4 rounds.  Such a spawn is under the command of the 
  spectral creature that created it and remains enslaved 
  until its master's death.  The spawn does not possess any 
  of the abilities it had in life but gains the spectral creature 
  template. 
   
  A spectral creature can control a number of spawn 
  equal to its HD X 2.  If it creates a spawn that causes it to 
  exceed this limit, the spawn longest under its control is 
  released. 
   
  Incorporeal: A spectral creature can be harmed only 
  by other incorporeal creatures, +1 or better magic 
  weapons, spells, and spell-like abilities.  The creature has 
  a 50% chance to ignore any damage from a corporeal 
  source, except for force effects or attacks made with ghost 
  touch weapons.  A spectral creature can pass through 
  solid objects, but not force effects, at will.  Its attacks 
  ignore natural armor, armor, and shields, but not 
  deflection bonuses and force effects work normally 
  against them.  A spectral creature always moves silently 
  
  SHE3-03 Shades of Gray 
   
  Page 62 
  and cannot be heard with Listen checks if it doesn't wish 
  to be. 
  Encounter Sixteen 
  Horror of the Well: CR 11; Vampiric Darktentacles; 
  Large Undead; HD 18d12; hp 162; Init +8; Spd 5 ft., Swim 
  20 ft.; AC 26 (touch 13, flat-footed 22) [–1 size, +4 Dex, 
  +13 natural]; Atk +20 melee (1d8+7 plus energy drain/19-
  20, 12 slams); Face/Reach 10 ft. by 10 ft./15 ft.; SA 
  constrict 2d6+10, improved grab, spell-like abilities, 
  domination, energy drain; SQ darkvision 60 ft., enhanced 
  multiweapon 
  fighting, 
  tentacle 
  regeneration, 
  tremorsense, weapon use, damage reduction 15/+1, turn 
  resistance +4, cold and electricity resistance 20, gaseous 
  form, spider climb, fast healing 5; AL CE; SV Fort +6, Ref 
  +12, Will +13; Str 25, Dex 19, Con --, Int 16, Wis 14, Cha 
  16. 
   
  Skills & Feats: Bluff +13, Concentration +20, Hide 
  +24, Listen +17, Move Silently +24, Search +13, Sense 
  Motive +13, Spot +17; Alertness, Combat Reflexes, 
  Dodge, 
  Improved 
  Critical, 
  Improved 
  Initiative, 
  Lightning 
  Reflexes, 
  Multidexterity, 
  Multiweapon 
  Fighting, Weapon Focus (slam). 
   
  Constrict (Ex):  With a successful grapple check, a 
  darktentacles can crush a grabbed opponent, dealing 
  2d6+10 points of bludgeoning damage. 
   
  Improved Grab (Ex):  If a darktentacles hits an 
  opponent that is at least one size category smaller than 
  itself with a slam attack, it deals normal damage and 
  attempts to start a grapple as a free action without 
  provoking an attack of opportunity (grapple bonus +40; 
  includes a +16 racial bonus on grapple checks).  If it gets a 
  hold, it can also constrict in the same round.  Thereafter, 
  the darktentacles has the option to conduct the grapple 
  normally, or simply use its tentacle to hold the opponent 
  (-20 penalty on grapple check, but the darktentacles is 
  not considered grappled).  In either case, each successful 
  grapple check it makes during successive rounds 
  automatically deals slam and constrict damage. 
   
  Spell-Like 
  Abilities: 
   
  5/day—hold 
  monster; 
  3/day—charm monster; 1/day—wall of force.  Caster 
  level 10th; save DC 13 + spell level. 
   
  Enhanced Multiweapon Fighting (Ex):  This 
  ability lessens the penalty for off-hand weapon use by 2 
  for both primary and off hands.  Combined with the 
  Multidexterity and Multiweapon Fighting feats, this 
  ability effectively negates all attack penalties for using 
  one or more light off-hand weapons. 
   
  Tentacles Regeneration (Ex):  Foes can attack the 
  tentacles of a darktentacles, but only when those 
  appendages are actually holding an opponent.  A tentacle 
  has an AC of 27 (touch 14) and can withstand 20 points of 
  damage.  The loss of a tentacle does not harm the creature 
  (that is, the damage does not apply against its hit point 
  total), and it regrows the limb within a day. 
   
  Tremorsense 
  (Ex): 
   
  A 
  darktentacles 
  can 
  automatically sense the location of anything within 60 
  feet that is in contact with the ground. 
   
  Weapon Use (Ex):  A darktentacles of Large size can 
  wield a melee weapon of up to Huge size in each 
  tentacles.  It is proficient with all simple and martial 
  melee weapons. 
   
  Domination (Su):  A Horror can crush an 
  opponent’s will just by looking onto his eyes.  This is 
  similar to a gaze attack, except that the Horror must take 
  a standard action, and those merely looking at it are not 
  affected.  Anyone the Horror targets must make a Will 
  save (DC 22) or fall instantly under the Horror’s 
  influence as though by a dominate person spell cast by a 
  12
  th level sorcerer.  The ability has a range of 30 feet. 
   
  Energy Drain (Su):  Living creatures struck by a 
  Horror’s slam attack must succeed on a Fortitude saving 
  throw (DC 22) or gain one negative level.  For each 
  negative energy level it bestows, the Horror heals 5 
  points of damage.  If the amount of healing is more than 
  the damage the creature has taken, it gains any excess as 
  temporary hit points.  If the negative level has not been 
  removed (by a spells such as restoration) before 24 hours 
  have passed, the afflicted opponent must succeed on a 
  Fortitude save to remove it.  Failure means the 
  opponent's level (or Hit Dice) is reduced by one.  No 
  matter how many times an opponent is hit and fails his 
  save against the energy drain attack in a single round, a 
  given opponent can only receive one negative energy 
  level (two on a critical) each round from a given Horror. 
   
  Gaseous Form (Su):  As a standard action, a Horror 
  can assume gaseous form at will, as the spell cast by a 5
  th 
  level sorcerer, but can remain gaseous indefinitely and 
  has a fly speed of 20 ft. (perfect).  It will only go gaseous if 
  reduced to 0 hp (see below). 
   
  Spider Climb (Ex):  A Horror can climb sheer 
  surfaces as thought with a spider climb spell. 
   
  Fast Healing (Ex):  A Horror heals 5 points of 
  damage each round so long as it has at least 1 hit point.  If 
  reduced to 0 hp or lower, it automatically assumes 
  gaseous form and attempts to escape into the depths of 
  the Well.  It will not resurface for 5 hours.
  
  SHE3-03 Shades of Gray 
   
  Page 63 
  Appendix II: NPC Notes 
  Baktar Skullsmasher 
  Baktar has been in the employ of the giants for some 
  time.  He is incredibly intelligent for a hobgoblin (Int 18 
  or more!) and has been used for missions that required 
  stealth and subtlety.   Baktar is lawful evil.  He is cruel 
  and has been given wealth and promised power in 
  exchange for his service.  He is a wizard of no small 
  power.   His most fearsome attribute, however, is his 
  diabolical cunning.  He has a strong sense of self-
  preservation, however, and, if all seems hopeless, he will 
  flee. 
  Role-Playing Tips: It is unlikely that the party will 
  interact with Baktar to any large extent.  However, if the 
  chance arises, squint and talk in a deep orcish voice.  He 
  uses insults extensively: “Maggot!”  “Slime!”  “Weakling!” 
  etc.   In battle, play him has strongly as you can. He has 
  been balanced in such a way that he will be beaten easily 
  if he is not played intelligently.  Emphasize his cunning.   
  Burkan ap Carteira 
  Burkan is a high-ranking member of the Cyvrin of the 
  Army of Liberation.  He is currently stationed at Preston 
  where he handles “special projects.”  The Cyvrin saw fit to 
  put him into enemy research rather than in battle in 
  which he sometimes got carried away.  The Cyvrin 
  appreciates his dedication to the cause. 
  His life is a tragic one, like many of the Grand Duke’s 
  people.  While a captive of the giant army, his wife was 
  brutally ravished by an ogre in front of him and his son.  
  His son was later killed and eaten.  He does not know if it 
  was true or not, but his orc captors told him after he had 
  finished his one meal of the day that part of his son was 
  put in the slaves’ food for additional nutrients so that 
  Burkan and the other slaves could “work harder.”  Burkan 
  still has trouble eating anything resembling stew without 
  vomiting and retching for hours. 
  To say that Burkan hates the giant army with his entire 
  being is an understatement.  He believes that the ends 
  justify the means – that any method for ridding Geoff of 
  the giants, however, evil or immoral, is justified against 
  the barbaric invaders.  If he could, he would use Ur-Flan 
  magic, undead, or any other means to defeat them (even 
  sell his soul).  Unfortunately, this also means he is willing 
  to risk other people’s lives, including innocents, in his 
  quest.  The party may eventually discover this of him.  He 
  is lawful evil.  He radiates as slightly evil to those that can 
  detect such things.   
  Although revenge is his first priority, he is thoroughly 
  dedicated to the cause of liberating Geoff.  The two goals 
  are fully compatible.  As of the start of this module, 
  Burkan has committed no crimes that warrant his arrest.  
  Any character trying to arrest Burkan should be 
  permitted an intelligence or wisdom check to understand 
  that people can have evil motives but never act on them -- 
  and thus not be exposed to punishment. 
  Finally, Burkan has a writ of authority from Abinar, the 
  High Wizard of Geoff.  This writ is signed and sealed by 
  Abinar.  It states:   
  “Be it known that Burkan ap Carteira has been tasked 
  with 
  the 
  responsibility 
  to 
  investigate 
  the 
  swordwraiths of the Stark Mounds.  He does so on my 
  authority and at the request of Grand Duke Owen I of 
  Geoff.  I ask that all loyal subjects of the Grand Duke 
  and those who oppose the giants give him assistance 
  in his efforts.” 
  Role-Playing Tips:  Everything Burkan is and does is 
  meant to hurt the enemy.  Do not just say “orcs” when 
  role-playing Burkan.  He calls them “sniveling cowardly 
  orcs” and “foul murdering beasts.”  Giants are “soulless 
  evil monstrosities” and “barbaric backstabbers.”  Judges 
  should talk in an angry, though soft, voice whenever 
  talking about the enemy or fighting the enemy.   When 
  he needs to be persuasive, he can.  He uses every bit of 
  logic and method of persuasion to get what he wants.  
  Talk in smooth, even, hate-filled voice.  When in battle, 
  have him cast a spell like Melf’s acid arrow and then 
  whisper, “taste pain, vermin,” or something similar. 
  In battle, Burkan prefers spells that cause pain.  He likes 
  Melf’s acid arrow, vampiric touch, chill touch, and ghoul 
  touch.  He casts spectral hand on himself during the final 
  battle in Round I (or if ever attacked by the party) to 
  deliver those spells.  He is not stupid and flees if things 
  turn against him.  He is not heroic.  He would rather flee 
  so that he can kill and torture the enemy another day 
  rather than waste his life and die uselessly in battle.   
  APL 6 
  Burkan ap Carteira: male human Div6; CR 6; medium 
  humanoid (human); HD 6d4+12; hp 36; Init +5; Spd 30 
  ft.; AC 11 (touch 11, flat-footed 10) [+1 Dex]; Atk +4 
  melee (1d4/19-20, mw dagger) or +5 ranged (1d8/19-20, 
  mw light crossbow); SA spells; SQ improved familiar; AL 
  LE; SV Fort +4, Ref +5, Will +5; Str 10, Dex 12, Con 14, 
  Int 17, Wis 10, Cha 9. 
   
  Skills & Feats: Alchemy +10, Bluff +1, Concentration 
  +10, Knowledge (arcana) +11, Knowledge (history) +8, 
  
  SHE3-03 Shades of Gray 
   
  Page 64 
  Knowledge (local - Geoff) +8, Knowledge (religion) +8, 
  Listen +2, Speak Language 2 ranks, Spellcraft +11, Spot 
  +2; Alertness, Combat Casting, Craft Wand, Improved 
  Familiar, Improved Initiative, Lightning Reflexes, Scribe 
  Scroll. 
   
  Languages:  Common, Flan, Giant, Gnome, Goblin, 
  Orc. 
   
  Spells Known: 0—[arcane mark, dancing lights, 
  daze, detect magic, detect poison, disrupt undead, flare, 
  ghost sound, light, mage hand, mending, open/close, 
  prestidigitation, ray of frost, read magic, resistance]; 1
  st—
  [burning hands, cause fear, comprehend languages, 
  expeditious retreat, mage armor, obscuring mist, shield, 
  shocking grasp, unseen servant]; 2
  nd—[detect thoughts, 
  invisibility, Melf's acid arrow, resist elements, see 
  invisibility]; 
  3
  rd—[clairaudience/clairvoyance, 
  flame 
  arrow, lightning bolt, tongues, vampiric touch]. 
   
  Spells Prepared (5/5/5/4; base DC 13 + spell level): 
  0—[detect poison*, disrupt undead, light, ray of frost, 
  read 
  magic]; 
  1
  st—[burning 
  hands, 
  comprehend 
  languages*, mage armor, shield, shocking grasp]; 2
  nd—
  [invisibility, Melf's acid arrow x2, resist elements, see 
  invisibility*]; 3
  rd—[displacement, flame arrow, lightning 
  bolt, tongues*]. *bonus divination specialization spell 
   
  Possessions:  mw dagger, mw light crossbow w/ 10 
  bolts, spellbook, cloak of resistance +1, pearl of power (1st 
  level), 2 scrolls of dispel magic (5
  th level caster), scroll of 
  expeditious retreat (1
  st level caster), scroll of web (3
  rd level 
  caster), wand of ghoul touch (3
  rd level caster), wand of 
  detect magic (1
  st level caster).   
  Vengeance, Shocker Lizard familiar: CR 2; small 
  magical beast; HD 2d10+2; hp 18; Init +2; Spd 40 ft., 
  Climb 20 ft., Swim 20 ft.; AC 19 (touch 13, flat-footed 17) 
  [+1 size, +2 Dex, +6 natural]; Atk +4 melee (1d4, bite); SA 
  stunning shock, lethal shock; SQ electricity sense, 
  improved evasion, share spells, empathic link, touch, 
  speak with master; AL N; SV Fort +4, Ref +5, Will +1; Str 
  10, Dex 15, Con 13, Int 8, Wis 12, Cha 6. 
   
  Skills: Climb +12, Hide +11, Jump +4, Listen +4, Spot 
  +4. 
  APL 8 
  Burkan ap Carteira: male human Div8; CR 8; medium 
  humanoid (human); HD 8d4+16; hp 33; Init +5; Spd 30 
  ft.; AC 12 (touch 12, flat-footed 11) [+1 Dex, +1 ring]; Atk 
  +5 melee (1d4/19-20, mw dagger) or +6 ranged (1d8/19-
  20, mw light crossbow); SA spells; SQ improved familiar; 
  AL LE; SV Fort +4, Ref +5, Will +6; Str 10, Dex 12, Con 14, 
  Int 18, Wis 10, Cha 9. 
   
  Skills & Feats: Alchemy +11, Bluff +3, Concentration 
  +12, Knowledge (arcana) +13, Knowledge (history) +9, 
  Knowledge (local - Geoff) +9, Knowledge (religion) +9, 
  Listen +2, Sense Motive +2, Speak Language 2 ranks, 
  Spellcraft +14, Spot +2; Alertness, Combat Casting, Craft 
  Wand, 
  Improved 
  Familiar, 
  Improved 
  Initiative, 
  Lightning Reflexes, Scribe Scroll. 
   
  Languages:  Common, Draconic, Flan, Giant, 
  Gnome, Goblin, Orc. 
   
  Spells Known: 0—[arcane mark, dancing lights, 
  daze, detect magic, detect poison, disrupt undead, flare, 
  ghost sound, light, mage hand, mending, open/close, 
  prestidigitation, ray of frost, read magic, resistance]; 1
  st—
  [burning hands, cause fear, comprehend languages, 
  expeditious retreat, mage armor, obscuring mist, shield, 
  shocking grasp, unseen servant]; 2
  nd—[detect thoughts, 
  invisibility, Melf's acid arrow, resist elements, see 
  invisibility]; 
  3
  rd—[clairaudience/clairvoyance, 
  displacement, flame arrow, lightning bolt, tongues, 
  vampiric touch]; 4
  th—[arcane eye, bestow curse, 
  phantasmal killer]. 
   
  Spells Prepared (5/6/5/5/4; base DC 14 + spell level): 
  0—[detect poison*, disrupt undead, light, ray of frost, 
  read 
  magic]; 
  1
  st—[burning 
  hands, 
  comprehend 
  languages*, mage armor, shield, shocking grasp x2]; 2
  nd—
  [detect thoughts, invisibility, Melf's acid arrow, resist 
  elements, see invisibility*]; 3
  rd—[flame arrow x2, 
  lightning bolt x2, tongues*]; 4
  th—[arcane eye*, bestow 
  curse, 
  phantasmal 
  killer 
  x2]. 
  *bonus 
  divination 
  specialization spell 
   
  Possessions:  mw dagger, mw light crossbow w/ 10 
  bolts, spellbook, cloak of resistance +1, pearl of power (1st 
  level), pearl of power (2
  nd level), ring of protection +1, 2 
  scrolls of dispel magic (5
  th level caster), scroll of 
  expeditious retreat (1
  st level caster), scroll of teleport (9
  th 
  level caster), scroll of web (3
  rd level caster), wand of ghoul 
  touch (3
  rd level caster), wand of detect magic (1
  st level 
  caster).   
  Vengeance, Shocker Lizard familiar: CR 2; small 
  magical beast; HD 2d10+2; hp 17; Init +2; Spd 40 ft., 
  Climb 20 ft., Swim 20 ft.; AC 20 (touch 13, flat-footed 18) 
  [+1 size, +2 Dex, +7 natural]; Atk +4 melee (1d4, bite); SA 
  stunning shock, lethal shock; SQ electricity sense, 
  improved evasion, share spells, empathic link, touch, 
  speak with master, speak with animals of its type; AL N; 
  SV Fort +4, Ref +5, Will +1; Str 10, Dex 15, Con 13, Int 9, 
  Wis 12, Cha 6. 
   
  Skills: Climb +12, Hide +11, Jump +4, Listen +4, Spot 
  +4. 
  APL 10 
  Burkan ap Carteira: male human Div10; CR 8; medium 
  humanoid (human); HD 10d4+20; hp 45; Init +5; Spd 30 
  ft.; AC 12 (touch 12, flat-footed 11) [+1 Dex, +1 ring]; Atk 
  +6 melee (1d4/19-20, mw dagger) or +7 ranged (1d8/19-
  20, mw light crossbow); SA spells; SQ improved familiar; 
  
  SHE3-03 Shades of Gray 
   
  Page 65 
  AL LE; SV Fort +7, Ref +6, Will +7; Str 10, Dex 12, Con 14, 
  Int 18, Wis 10, Cha 9. 
   
  Skills & Feats: Alchemy +11, Bluff +3, Concentration 
  +14, Knowledge (arcana) +15, Knowledge (history) +9, 
  Knowledge (local - Geoff) +9, Knowledge (religion) +9, 
  Listen +2, Sense Motive +4, Speak Language 4 ranks, 
  Spellcraft +16, Spot +2; Alertness, Combat Casting, Craft 
  Wand, Great Fortitude, Improved Familiar, Improved 
  Initiative, Lightning Reflexes, Scribe Scroll, Spell 
  Mastery (enervation, ray of enfeeblement, spectral hand, 
  vampiric touch). 
   
  Languages:  Abyssal, Ancient Suloise, Common, 
  Draconic, Flan, Giant, Gnome, Goblin, Orc. 
   
  Spells Known: 0—[arcane mark, dancing lights, 
  daze, detect magic, detect poison, disrupt undead, flare, 
  ghost sound, light, mage hand, mending, open/close, 
  prestidigitation, ray of frost, read magic, resistance]; 1
  st—
  [burning hands, cause fear, comprehend languages, 
  expeditious retreat, mage armor, obscuring mist, shield, 
  shocking grasp, unseen servant]; 2
  nd—[detect thoughts, 
  invisibility, Melf's acid arrow, resist elements, see 
  invisibility]; 
  3
  rd—[clairaudience/clairvoyance, 
  displacement, flame arrow, lightning bolt, tongues, 
  vampiric touch]; 4
  th—[arcane eye, bestow curse, Evard’s 
  black tentacles, phantasmal killer]; 5
  th—[cloudkill, Rary’s 
  telepathic bond, telekinesis]. 
   
  Spells Prepared (5/6/6/5/5/3; base DC 14 + spell 
  level): 0—[detect poison*, disrupt undead, light, ray of 
  frost, read magic]; 1
  st—[burning hands, comprehend 
  languages*, mage armor, shield, shocking grasp x2]; 2
  nd—
  [invisibility, Melf's acid arrow x3, resist elements, see 
  invisibility*]; 3
  rd—[flame arrow x2, lightning bolt x2, 
  tongues*]; 4
  th—[arcane eye*, bestow curse, Evard’s black 
  tentacles, phantasmal killer x2]; 5
  th—[cloudkill, Rary’s 
  telepathic 
  bond*, 
  telekinesis]. 
  *bonus 
  divination 
  specialization spell 
   
  Possessions:  mw dagger, mw light crossbow w/ 10 
  bolts, spellbook, cloak of resistance +1, pearl of power (1st 
  level), pearl of power (2
  nd level), ring of protection +1, 2 
  scrolls of dispel magic (5
  th level caster), scroll of 
  expeditious retreat (1
  st level caster), scroll of teleport (9
  th 
  level caster), scroll of web (3
  rd level caster), wand of ghoul 
  touch (3
  rd level caster), wand of detect magic (1
  st level 
  caster), wand of summon monster III (5
  th level caster).   
  Vengeance, Shocker Lizard familiar: CR 2; small 
  magical beast; HD 2d10+2; hp 23; Init +2; Spd 40 ft., 
  Climb 20 ft., Swim 20 ft.; AC 21 (touch 13, flat-footed 19) 
  [+1 size, +2 Dex, +8 natural]; Atk +4 melee (1d4, bite); SA 
  stunning shock, lethal shock; SQ electricity sense, 
  improved evasion, share spells, empathic link, touch, 
  speak with master, speak with animals of its type; AL N; 
  SV Fort +4, Ref +5, Will +1; Str 10, Dex 15, Con 13, Int 10, 
  Wis 12, Cha 6. 
   
  Skills: Climb +12, Hide +11, Jump +4, Listen +4, Spot 
  +4. 
  APL 12 
  Burkan ap Carteira: male human Div12; CR 8; medium 
  humanoid (human); HD 12d4+24; hp 54; Init +5; Spd 30 
  ft.; AC 13 (touch 13, flat-footed 12) [+1 Dex, +2 ring]; Atk 
  +7/+2 melee (1d4/19-20, mw dagger) or +8/+3 ranged 
  (1d8/19-20, mw light crossbow); SA spells; SQ improved 
  familiar; AL LE; SV Fort +10, Ref +9, Will +10; Str 10, Dex 
  12, Con 14, Int 19, Wis 10, Cha 9. 
   
  Skills & Feats: Alchemy +12, Bluff +3, Concentration 
  +16, Knowledge (arcana) +18, Knowledge (history) +10, 
  Knowledge (local - Geoff) +10, Knowledge (religion) +10, 
  Listen +2, Sense Motive +6, Speak Language 4 ranks, 
  Spellcraft +18, Spot +2; Alertness, Combat Casting, Craft 
  Wand, Craft Wondrous Item, Great Fortitude, Improved 
  Familiar, Improved Initiative, Lightning Reflexes, Scribe 
  Scroll, Spell Mastery (enervation, ray of enfeeblement, 
  spectral hand, vampiric touch). 
   
  Languages:  Abyssal, Ancient Oeridian, Ancient 
  Suloise, Common, Draconic, Flan, Giant, Gnome, Goblin, 
  Infernal, Orc. 
   
  Spells Known: 0—[arcane mark, dancing lights, 
  daze, detect magic, detect poison, disrupt undead, flare, 
  ghost sound, light, mage hand, mending, open/close, 
  prestidigitation, ray of frost, read magic, resistance]; 1
  st—
  [burning hands, cause fear, comprehend languages, 
  expeditious retreat, mage armor, obscuring mist, shield, 
  shocking grasp, unseen servant]; 2
  nd—[detect thoughts, 
  invisibility, Melf's acid arrow, resist elements, see 
  invisibility]; 
  3
  rd—[clairaudience/clairvoyance, 
  displacement, flame arrow, lightning bolt, slow, tongues, 
  vampiric touch]; 4
  th—[arcane eye, bestow curse, Evard’s 
  black tentacles, phantasmal killer]; 5
  th—[cloudkill, Rary’s 
  telepathic bond, telekinesis]; 6
  th—[analyze dweomer, 
  eyebite, legend lore]. 
   
  Spells Prepared (5/6/6/6/5/3/2; base DC 14 + spell 
  level): 0—[detect poison*, disrupt undead, light, ray of 
  frost, read magic]; 1
  st—[burning hands, comprehend 
  languages*, mage armor, shield, shocking grasp x2]; 2
  nd—
  [invisibility, Melf's acid arrow x3, resist elements, see 
  invisibility*]; 3
  rd—[flame arrow x2, lightning bolt x2, 
  slow, tongues*]; 4
  th—[arcane eye*, bestow curse, Evard’s 
  black tentacles, phantasmal killer x2]; 5
  th—[cloudkill, 
  Rary’s telepathic bond*, telekinesis]; 6
  th—[analyze 
  dweomer*, eyebite]. *bonus divination specialization 
  spell 
   
  Possessions:  mw dagger, mw light crossbow w/ 10 
  bolts, spellbook, cloak of resistance +3, pearl of power (1st 
  level), pearl of power (2
  nd level), ring of protection +2, 2 
  scrolls of dispel magic (5
  th level caster), scroll of 
  expeditious retreat (1
  st level caster), scroll of teleport (9
  th 
  
  SHE3-03 Shades of Gray 
   
  Page 66 
  level caster), scroll of web (3
  rd level caster), wand of ghoul 
  touch (3
  rd level caster), wand of detect magic (1
  st level 
  caster), wand of summon monster III (5
  th level caster), 
  wand of dispel magic (5
  th level caster). 
  Vengeance, Shocker Lizard familiar: CR 2; small 
  magical beast; HD 2d10+2; hp 27; Init +2; Spd 40 ft., 
  Climb 20 ft., Swim 20 ft.; AC 22 (touch 13, flat-footed 20) 
  [+1 size, +2 Dex, +9 natural]; Atk +4 melee (1d4, bite); SA 
  stunning shock, lethal shock; SQ electricity sense, 
  improved evasion, share spells, empathic link, touch, 
  speak with master, speak with animals of its type; SR 17; 
  AL N; SV Fort +4, Ref +5, Will +1; Str 10, Dex 15, Con 13, 
  Int 11, Wis 12, Cha 6. 
   
  Skills: Climb +12, Hide +11, Jump +4, Listen +4, Spot 
  +4. 
  Ian the Hound 
  The Hound is Ian the Beast Mage.  He has, for the last 
  140 years, stayed in hound form to avoid becoming a 
  swordwraith himself.  The Rite of Possession affects only 
  humanoids, not animals.  Ian is a powerful half-elven 
  druid of the old faith as well as an accomplished wizard. 
  Jorry Goldsworth 
  Jorry Goldsworth is about 75 years old and a fairly 
  accomplished wizard (10
  th level).  The giant rune-casters 
  were quite pleased when they caught him in a caravan 
  raid over 22 months ago.  He has never been married, 
  although he does have a girlfriend in Hochoch named 
  Fionia.  She has, sadly, given him up for dead some time 
  ago. 
  He is not much of a combatant, although he saw his share 
  of fighting when Gorna fell.  He assisted in helping the 
  women and children escape.  But as no one currently in 
  Geoff has the magic to remove his geas, he is quite 
  doomed.  He is chaotic good in alignment and only 
  works the Ur-Flan necromantic experiments because of 
  the geas that has been placed upon him.  He would kill 
  his captors or even himself if he could. 
  The Geas: The giant runecasters have not used the same 
  spell geas as described in the PH.  Rather, their version is 
  more powerful, torturous, and wholly evil.  Instead of 
  simply losing stats or getting sick when the victim defies 
  the geas, he suffers all those things plus an agony 
  unimaginable whenever the victim even thinks of 
  resisting. Over long periods of time it breaks even the 
  strongest willed person into complying with the geas. 
  If the PCs cast detect magic on him, they see a glowing 
  rune burning in his forehead.  A Knowledge (arcana) DC 
  15 identifies the rune as a giant spell Rune, but not which 
  type.  Knowledge (arcana) of DC 25 or higher shows that 
  it is the “Obedience” Rune.  Spellcraft check (DC 25) or 
  higher tells the character that Jorry is bound by a 
  Runecast Geas type spell of 8
  th or 9
  th level.  The DC for 
  any of those rolls is 10 less if the character uses 
  Knowledge (rune magic) or Knowledge (giant magic) 
  instead.  Any of the successful checks above made in 
  conjunction with a detect magic spell learn that the spell 
  can only be removed with a wish or miracle.   
  Jorry is compelled to work with all haste to find a way to 
  control the swordwraiths and pass that knowledge to his 
  captors.  He must obey all the orders of Baktar and his 
  minions, but only to the extent that the orders do not 
  adversely affect his work.  He is not to speak of his geas to 
  anyone. 
  Jorry himself does not recall the exact words of the geas.  
  All he knows is that when he seeks to rebel against the 
  rules he suffers horrible random and instantly 
  debilitating pains (such as the feeling his fingers are 
  being pulled off, or his eyes rubbed with sandpaper, or 
  equally horrible things).   
  He has succeeded in perverting the orders in one way: 
  his primary test subjects for his Necromantic Ur-Flan 
  magic are mostly orcs and ogres that happen upon the 
  secret Manor House.  Jorry suspects that this is because 
  of the words “work with all haste” means that he can 
  “expend” enemy soldiers (that are not his direct captors) 
  if it speeds his work.  He recently got a giant infected (see 
  Encounter 3) which brightened his day, albeit only 
  slightly.   Whenever he tries to tell the party about the 
  curse, he is stricken by pain and begins to stutter 
  uncontrollably (and thereby cannot tell the party 
  everything).  Use Jorry to fill in the details of the project 
  that the party gleans from his notes and journals as well 
  as the pieces of Vargalian’s Tome. 
  Role-Playing tips: Jorry is modest and practical.  He 
  speaks in a higher pitched voice and is kind and friendly. 
   The hard part, when role-playing Jorry, is to add a stutter 
  and the sound of agony to his voice when telling the 
  party what is going on.  If the party is at all kind, they will 
  read his notes and then ask him certain quick questions 
  with short answers that he can handle without passing 
  out with pain.  
  Vargalian the Archmage 
  Like all the other major NPCs in this module, Vargalian 
  is also a tragic figure.  Out of an indomitable loyalty to his 
  Grand Duke and a deep love of the Grand Duchy of 
  Geoff, Vargalian sacrificed his humanity and soul to save 
  both when a Keoish army invaded.  Even his Wish spells 
  would have been insufficient against the army and its 
  
  SHE3-03 Shades of Gray 
   
  Page 67 
  many spell casters.  Vargalian, having been an expert in 
  fighting Ur-Flan magic and Vecna’s henchmen, turned to 
  their ways during Geoff’s darkest hour.  He performed 
  two rites: the Rite of Possession and the Rite of Control.  
  Both are described in Appendix III. 
  Contrary to popular belief, Vargalian is not evil himself, 
  but is affected by evil magics.  If a detect evil or know 
  alignment spell is cast upon him, he personally appears as 
  Lawful Neutral but under the influence of some powerful 
  evil magic.  Go ahead and tell the players that if they ask. 
  Unfortunately, to cast such powerful spells required that 
  he render his body impervious to potent negative magic.  
  His only alternative was to become a creature of un-death 
  himself.  He is a great deal weaker since so much of his 
  life went into the Rites.  A Knowledge (arcana) check 
  (DC 20) gives a character that information.   He has lost a 
  great deal of sanity in his single-minded drive to control 
  the swordwraiths.   
  He has the creatures constantly defending Gorna against 
  any of Keoish blood.  As he has lost track of all time and 
  he does not know that Keoland is now an ally of Geoff.  
  He does not even know that the giants have invaded.   As 
  described in Encounter Sixteen, all attempts at reasoning 
  with Vargalian fail and the PCs must destroy him to stop 
  him.  Vargalian does not go to negative hit points, at zero 
  or fewer hit points he turns to dust and is completely 
  destroyed.  Due to the powerful evil magics he unleashed, 
  albeit with the best of intentions, Vargalian is likely to be 
  banished to a plane for all eternity. 
  Role-Playing Tips:  Vargalian is insane.  Play him that 
  way.  When talking, have your eyes randomly and rapidly 
  look about in a paranoid manner.  His voice is raspy, like 
  sandpaper on a chalkboard, and has a desperate tone.  He 
  does not respond to reason or rational pleas.  He is 
  convinced the party is trying to stop him from 
  performing his duty.  He is fighting for the life of his 
  country and yells defiance at the party during the entire 
  fight, “you will not stop me, Keoish murders!”  “I will 
  defend my Brenin with my life!”  “Your assassins have 
  failed in the past and you will fail as well, Keoish scum!” 
  “You will not harm another innocent head while I still 
  wield power, Keolanders!” etc.  Play it up.  When he dies, 
  give him the last whispered words, “I tried, my Brenin.  
  Forgive me…” 
   
   
  
  SHE3-03 Shades of Gray 
   
  Page 68 
  Appendix III: The Rites of Possession and Control 
  There are two different versions of the Rite of Possession 
  currently in effect.  Vargalian’s Rite from 143 years ago 
  and Jorry’s Rite for the last few months.  The two are 
  slightly different though both only affect humanoids.  In 
  both cases killing a fully transformed swordwraith 
  destroys the soul of the victim.  Also, destroying the 
  throne near the Well of Vecna releases the souls of all of 
  the victims from both rites though all of their bodies 
  remain dead. 
  Vargalian’s Rite of Possession 
  Vargalian tapped into the negative energy of the Well of 
  Vecna and cursed a large percentage of the invading 
  Keoish army of King Tavish III with one spell at a great 
  distance.  This rite resulted in each victim receiving one 
  dark spirit.  Those cursed with this rite would turn to 
  swordwraiths in approximately 3 days if they were not 
  killed.  The soldiers that died before the rite transformed 
  and killed them arose as swordwraiths within moments 
  of their deaths. 
  Jorry’s Rite of Possession 
  Jorry has managed to place multiple dark spirits into the 
  humanoids he curses.  So far his most successful attempt 
  has resulted in 24 dark spirits in one body.  He can only 
  infect one victim at a time and at close range.   
  Touching someone cursed directly by Jorry can only pass 
  on the dark spirits.  Those that are cursed by these passed 
  on spirits cannot spread the curse to anyone else.  There 
  is nowhere in this adventure where PCs can actually 
  become infected with a dark spirit except if they fail in 
  the battle with Baktar at the Hidden House and are 
  captured.   
  Additionally, when a humanoid cursed with Jorry’s rite 
  dies before the rite is completed, the victim’s soul is 
  released, as are all its dark spirits.  This is different from 
  Vargalian’s rite where the transformation process will 
  complete and the body rises as a swordwraith anyway.  
  Additionally, this means that victims that are killed 
  cannot pass on the curse since the dark spirits have left. 
  Detection 
  Examining victims hosting dark spirits with various 
  detect spells results in the following information: 
  • 
  Detect evil: All victims and swordwraiths detect 
  as evil.  Fully transformed swordwraiths are a 
  stronger evil. 
  • 
  Detect undead: All victims detect as undead 
  because dark spirits are inside their bodies.  
  Fully transformed swordwraiths are also 
  undead. 
  • 
  Detect magic:  All victims have an aura of strong 
  necromantic magic around them.  A Knowledge 
  (arcana) check made while detecting magic (DC 
  30) reveals that the necromantic magic is itself 
  somehow corrupt.  Burkan knows that this 
  means it is Ur-Flan magic. 
  If a host dies before becoming fully transforming into a 
  swordwraith, all of these indications fade gradually over a 
  period of 12 hours. 
  The Rite of Control 
  Vargalian is the only one that has ever been able to 
  invoke the rite of control.  In order to succeed he 
  required the throne Lucien created as well as the Well of 
  Vecna acting as a negative energy power source.  Anyone 
  sitting in the throne can attempt to control all 
  swordwraiths.  Additionally, control using the throne 
  requires a Concentration check (DC 10 + the APL).  
  Multiple characters can assist with this check by 
  touching the throne while someone sitting in the throne 
  attempts to exert their control.  Vargalian has not been 
  controlling the swordwraiths created by Jorry because he 
  has not realized they exist. 
  Destroying the throne not only releases all forms of the 
  swordwraiths from control but also releases the souls of 
  the victims of both Vargalian’s and Jorry’s versions of the 
  Rite of Possession from their dark spirits.  Both the dark 
  spirits and the souls leave their bodies (which fall over 
  dead) and are free to go where they belong.  Destroying 
  the throne is the only way to free these souls.  Killing 
  swordwraiths destroys the souls trapped within them. 
  What Jorry Did 
  Jorry does not understand exactly how his Rite of 
  Possession spell works.  He has not been able to duplicate 
  any form of the Rite of Control.  Jorry’s Rite of Possession 
  works because he has accidentally tapped into Vargalian’s 
  Rite of Control.  Therefore once the throne is destroyed it 
  is impossible for anyone to create more swordwraiths 
  unless a new link is created to the Well of Vecna or some 
  other negative energy source.  This is also why destroying 
  the 
  throne 
  frees 
  all 
  of 
  Jorry’s 
  victims’ 
  souls.
  
  SHE3-03 Shades of Gray 
   
  Page 69 
  Appendix IV: New Rules Items 
  New Monsters 
  Caryatid Column 
  Medium-Size Construct 
  Hit Dice:  6d10+20 (53 hp) 
  Initiative:  +3 
  Speed:  30 ft. 
  AC: 22 (+3 Dex, +9 natural), touch 13, flat-footed 19 
  Base Attack/Grapple:  +4/+9 
  Attack:  +2 bastard sword +12 melee (two-handed) or 
  slam +9 melee 
  Full Attack:  +2 bastard sword +12 melee (two-handed) 
  or +2 bastard sword +12 melee and slam +4 melee or 2 
  slams +9 melee 
  Damage:  +2 bastard sword 1d10+9 (two-handed), or +2 
  bastard sword 1d10+7 and slam 1d4+2, or slam 1d4+7 
  Face/Reach:  5 ft./ 5 ft. 
  Special Attacks:  -- 
  Special Qualities:  Break weapon, column form, 
  construct traits, hardness 8, magic weapon 
  Saves:  Fort +2, Ref +5, Will -3 
  Abilities:  Str 20, Dex 16, Con --, Int 6, Wis 1, Cha 1 
  Skills:  Diplomacy -3, Sense Motive +4 
  Feats:  Improved Sunder, Power Attack, Weapon Focus 
  (bastard sword) (B) 
  Climate/Terrain:  Any 
  Organization:  Solitary, corbel (2), or colonnade (4-24) 
  Challenge Rating:  6 
  Treasure:  -- 
  Alignment:  Always neutral 
  Advancement:  7-10 HD (Medium-size); 11-21 HD 
  (Large) 
   
  A caryatid column looks like a simple stone pillar 
  until an unwary creature violates the strictures given to 
  the construct by its creator.  In the blink of an eye, the 
  caryatid column becomes a silk-draped, beautiful female 
  figure that wields a deadly magic weapon. 
   
  Caryatid columns are relentless opponents, and they 
  are surprisingly agile despite their stone composition.  
  They dance fearlessly into combat and expect feeble 
  weapons to shatter against their marble skin.  With 
  martial skill uncommon in constructs, they attack and 
  break their foe's weapons. 
   
  Caryatid columns are incapable of speech. 
  Combat 
   
  Caryatid columns are typically assigned to guard a 
  particular doorway or room from intrusion.  Sometimes 
  these instructions are as simples as "Kill anyone but me 
  who enters this room," but a caryatid column can 
  understand more complicated instructions such as an 
  order to "Eject anyone who does not perform the ritual 
  observances upon entering this room." 
   
  Caryatid columns are often places so that they take 
  fighting form when a target is within reach, allowing the 
  caryatid column to attack with surprise.  Upon taking its 
  normal fighting form, a caryatid column fights tirelessly 
  to fulfill the wording of its command to the letter. 
   
  Break Weapon (Su):  A caryatid column is imbued 
  with a supernatural defense against weapon attacks.  
  Whenever a creature strikes a caryatid column with a 
  melee weapon, the weapon must succeed on a Fortitude 
  save (DC 13) or break and become useless, dealing no 
  damage to the caryatid column.  As usual, a magic 
  weapon uses either the wielder's saver bonus or its own 
  save bonus, whichever is better.   
   
  Nonmagic ranged weapons automatically shatter 
  upon hitting the caryatid column, dealing no damage.  
  Magic ranged weapons receive a Fortitude save (DC 13) 
  to resist this effect. 
   
  Column Form (Ex):  When at rest (not commanded, 
  or waiting to fulfill a command), a caryatid column take 
  the form of a simple column of stone.  This column is 
  about 2 feet in diameter, and it extends up to the ceiling 
  of the chamber or to a height of 25 feet, whichever is less. 
   Unless commanded otherwise, a caryatid column 
  remains in this form until attacked, and it even allows 
  creatures to climb it (Climb check DC 15). 
   
  A caryatid column in column form looks like a pillar 
  in most respects.  It does not radiate magic, and true 
  seeing does not reveal its humanoid form.  Careful 
  examination of the column (Search check DC 25) reveals 
  very faint and distorted lines that make the pillar 
  resemble a woman with a sword.  Anyone who 
  successfully makes a Knowledge (architecture and 
  engineering) check (DC 12) notes that the column serves 
  no structural purpose since it bears none of the ceiling's 
  weight.  A close examination of the top of the column 
  (Search check DC 15) or a keen eye (Spot check DC 20) 
  shows that the column is not cemented or joined to the 
  ceiling.  Dwarves and other creatures with stonecunning 
  received a free Search check as though actively looking 
  when they pass within 10 feet of a caryatid column. 
   
  Changing forms is a free action, and a caryatid 
  column can change once per round. 
   
  Construct Traits:  A caryatid column is immune to 
  mind-affecting effects, and to poison, sleep, paralysis, 
  stunning, disease, death effects, necromantic effects, and 
  any effect that requires a Fortitude save unless it also 
  works on objects.  The creature is not subject to critical 
  hits, subdual damage, ability damage, ability drain, energy 
  drain, or death from massive damage.  It cannot heal 
  
  SHE3-03 Shades of Gray 
   
  Page 70 
  itself but can be healed through repair.  It cannot be 
  raised or resurrected.  A caryatid column has darkvision 
  (60 ft. range). 
   
  Hardness (Ex):  Like an animated object made of 
  stone, a caryatid column has a hardness of 8. 
   
  Magic Weapon:  A magic weapon is incorporated 
  into a caryatid column at the time of its creation.  This 
  weapon, usually a +2 bastard sword, functions in all 
  respects like a normal magic weapon of its type, with one 
  exception:  Whenever it is out of the caryatid column's 
  hands, it reverts to stone and becomes a nonmagical 
  sculpture.  Should the caryatid column then pick up the 
  weapon, it regains its normal form and magical qualities. 
   
  If a caryatid column needs both hands free, it can 
  stow its weapon by simply pressing it against its side; the 
  weapon then merges with the caryatid column's body 
  and can be retrieved by the caryatid column as any 
  character would draw a weapon. 
  Darktentacles 
  Large Aberration 
  Hit Dice:  9d8+27 (67 hp) 
  Initiative:  +2 
  Speed:  5 ft., swim 20 ft. 
  AC: 18 (-1 size, +2 Dex, +7 natural), touch 11, flat-footed 
  16 
  Base Attack/Grapple:  +5/+30 (includes +16 racial bonus 
  on grapple checks) 
  Attack:  12 slams +9 melee, or weapon +9/+4 melee and 
  11 light weapons +9 melee, or weapon +7/+2 and 11 
  weapons (at least one of which is not light) +7 melee 
  Damage:  Slam 1d4+4, by weapon (damage bonus +4 for 
  primary hand and +2 for each off hand) 
  Face/Reach:  10 ft./ 15 ft. 
  Special Attacks:  Constrict 2d6+6, improved grab, spell-
  like abilities 
  Special Qualities:  Darkvision 60 ft., enhanced 
  multiweapon 
  fighting, 
  tentacle 
  regeneration, 
  tremorsense, weapon use 
  Saves:  Fort +6, Ref +5, Will +7 
  Abilities:  Str 19, Dex 15, Con 17, Int 14, Wis 12, Cha 12 
  Skills:  Concentration +11, Hide +14, Listen +6, Move 
  Silently +14, Spot +6 
  Feats:  Combat Reflexes, Multidexterity, Multiweapon 
  Fighting  
  Climate/Terrain:  Any marsh 
  Organization:  Solitary 
  Challenge Rating:  7 
  Treasure:  Standard 
  Alignment:  Always chaotic evil 
  Advancement:  10-18 HD (Large); 19-27 HD (Huge) 
   
  The darktentacles is a justly feared swamp monster.  
  Both intelligent and malicious, it often leaves treasure 
  from previous victims scattered about to attract new prey. 
   The creature can flatten its squishy body across the 
  ground so as to be inconspicuous, and it usually hides in 
  or near water. 
   
  A darktentacles resembles an octopus with thirty-six 
  tentacles, each of which can be up to 20 feet long.  
  Instead of suction cups, each of its tentacles lined with 
  eyes.  The creature uses some tentacles for movement and 
  others for combat, striking with whichever tentacles are 
  convenient. 
   
  This creature is capable of wielding weapons in its 
  tentacles, and it often does so.  It has no innate sense for 
  magic items, but it tends to select the most effective 
  weapons at its disposal.  Because it hides so well, many 
  characters have no idea that a darktentacles is present 
  until abandoned weapons fly up from the ground and 
  begin attacking them. 
   
  A darktentacles speaks Common and Aquan. 
  Combat 
   
  When creatures approach, a darktentacles uses its 
  charm monster and hold monster powers first, 
  concentrating these attacks on foes who seem to be 
  physically powerful.  Thereafter, it attacks anyone who 
  comes within reach of its tentacles.  If the darktentacles 
  manages to grab someone, it uses its wall of force ability 
  to keep other opponents from lending the victim 
  assistance. 
   
  A darktentacles can use only three tentacles at once 
  against a Small or Medium-size opponent.  Against a large 
  foes, it can use three additional tentacles for each extra 5 
  feet of face the opponent has, provided that it has the 
  reach.  Against a Tiny or smaller opponent, the creature 
  can use only one tentacles.  It can use a maximum of 
  three tentacles against all foes in any single 5-foot by 5-
  foot area. 
   
  Constrict (Ex):  With a successful grapple check, a 
  darktentacles can crush a grabbed opponent, dealing 
  2d6+6 points of bludgeoning damage. 
   
  Improved Grab (Ex):  If a darktentacles hits an 
  opponent that is at least one size category smaller than 
  itself with a slam attack, it deals normal damage and 
  attempts to start a grapple as a free action without 
  provoking an attack of opportunity (grapple bonus +30; 
  includes a +16 racial bonus on grapple checks).  If it gets a 
  hold, it can also constrict in the same round.  Thereafter, 
  the darktentacles has the option to conduct the grapple 
  normally, or simply use its tentacle to hold the opponent 
  (-20 penalty on grapple check, but the darktentacles is 
  not considered grappled).  In either case, each successful 
  grapple check it makes during successive rounds 
  automatically deals slam and constrict damage. 
   
  Spell-Like 
  Abilities: 
   
  5/day—hold 
  monster; 
  3/day—charm monster; 1/day—wall of force.  Caster 
  level 10th; save DC 11 + spell level. 
  
  SHE3-03 Shades of Gray 
   
  Page 71 
   
  Enhanced Multiweapon Fighting (Ex):  This 
  ability lessens the penalty for off-hand weapon use by 2 
  for both primary and off hands.  Combined with the 
  Multidexterity and Multiweapon Fighting feats, this 
  ability effectively negates all attack penalties for using 
  one or more light off-hand weapons. 
   
  Tentacles Regeneration (Ex):  Foes can attack the 
  tentacles of a darktentacles, but only when those 
  appendages are actually holding an opponent.  A tentacle 
  has an AC of 19 (touch 12) and can withstand 20 points of 
  damage.  The loss of a tentacle does not harm the creature 
  (that is, the damage does not apply against its hit point 
  total), and it regrows the limb within a day. 
   
  Tremorsense 
  (Ex): 
   
  A 
  darktentacles 
  can 
  automatically sense the location of anything within 60 
  feet that is in contact with the ground. 
   
  Weapon Use (Ex):  A darktentacles of Large size can 
  wield a melee weapon of up to Huge size in each 
  tentacles.  It is proficient with all simple and martial 
  melee weapons. 
   
  Skills:  A darktentacles receives a +4 racial bonus on 
  Hide checks. 
  Spectral Creature Template 
  "Spectral creature" is an acquired template that can be 
  added to any aberration, animal, dragon, giant, humanoid, 
  magical beast, or monstrous humanoid.  The creature 
  (referred to hereafter as the base creature) must have a 
  Charisma score of at least 8.  A spectral creature has all 
  the base creature's characteristics except as noted here. 
   
  Size and Type:  The creature's type changes to 
  undead, and it takes the incorporeal subtype. 
   
  Hit Dice:  All the creature's Hit Dice change to d12s. 
   
  Speed:  Fly 80 ft. (perfect). 
   
  AC:  The creature loses all natural armor but gains a 
  deflection bonus equal to its Charisma modifier or +1, 
  whichever is greater. 
   
  Attacks:  The creature loses all of its attacks and 
  gains an incorporeal touch attack. 
   
  Damage:  The damage for a spectral creature's 
  incorporeal touch attack is as given on the table below, 
  plus energy drain. 
  Size 
  Damage 
  Size 
  Damage 
  Fine 
  1d2 
  Large 
  2d6 
  Diminutive 
  1d3 
  Huge 
  2d8 
  Tiny 
  1d4 
  Gargantuan 
  4d6 
  Small 
  1d6 
  Colossal 
  4d8 
  Medium-size 
  1d8 
   
   
   
  Special Attacks:  A spectral creature loses the base 
  creature's special attacks and gains energy drain, 
  described below. 
   
  Energy Drain (Su):  Any living creature struck by a 
  spectral creature's incorporeal touch attack must succeed 
  on a Fortitude saving throw (DC 10+1/2 spectral 
  creature's HD + spectral creature's Cha modifier) or gain 
  two negative levels.  For each negative energy level it 
  bestows, the spectral creature heals 5 points of damage.  
  If the amount of healing is more than the damage the 
  creature has taken, it gains any excess as temporary hit 
  points.  If the negative level has not been removed (by a 
  spells such as restoration) before 24 hours have passed, 
  the afflicted opponent must succeed on a Fortitude save 
  to remove it.  Failure means the opponent's level (or Hit 
  Dice) is reduced by one. 
   
  Special Qualities:  A spectral creature gains the six 
  special qualities described below. 
   
  Create Spawn (Su):  Any aberration, animal, dragon, 
  giant, humanoid, magical beast, or monstrous humanoid, 
  slain by a spectral creature rises as a spectral creature in 
  1d4 rounds.  Such a spawn is under the command of the 
  spectral creature that created it and remains enslaved 
  until its master's death.  The spawn does not possess any 
  of the abilities it had in life but gains the spectral creature 
  template. 
   
  A spectral creature can control a number of spawn 
  equal to its HD X 2.  If it creates a spawn that causes it to 
  exceed this limit, the spawn longest under its control is 
  released. 
   
  Incorporeal Subtype: A spectral creature can be 
  harmed only by other incorporeal creatures, +1 or better 
  magic weapons, spells, and spell-like abilities.  The 
  creature has a 50% chance to ignore any damage from a 
  corporeal source, except for force effects or attacks made 
  with ghost touch weapons.  A spectral creature can pass 
  through solid objects, but not force effects, at will.  Its 
  attacks ignore natural armor, armor, and shields, but not 
  deflection bonuses and force effects work normally 
  against them.  A spectral creature always moves silently 
  and cannot be heard with Listen checks if it doesn't wish 
  to be. 
   
  Turn Resistance (Ex):  A spectral creature has turn 
  resistance +2. 
   
  Undead Traits:  A spectral creature is immune to 
  mind-affecting effects, poison, sleep, paralysis, stunning, 
  disease, death effects, necromantic effects, and any effect 
  that requires a Fortitude save unless it also works on 
  objects.  It is not subject to critical hits, subdual damage, 
  ability damage, ability drain, energy drain, or death from 
  massive damage.  A spectral creature cannot be raised, 
  and resurrection works only if it is willing.  The creature 
  has darkvision (60 ft. range). 
   
  Unnatural Aura (Su):  Both wild and domesticated 
  animals can sense the unnatural presence of a spectral 
  creature at a distance of 30 feet.  They do not willingly 
  approach nearer than that and panic if forced to do so; 
  they remain panicked as long as they are within that 
  range. 
  
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  Sunlight Powerlessness (Ex):  Spectral creatures 
  are utterly powerless in natural sunlight (not merely a 
  daylight spell) and flee from it.  A spectral creature 
  caught in sunlight cannot attack and can take only partial 
  actions. 
   
  Abilities:  +3 Dex, +4 Int, +4 Wis, +4 Cha.  Because it 
  is an incorporeal undead, a spectral creature has no 
  Strength or Constitution score. 
   
  Skills:  A spectral creature receives a +8 racial bonus 
  on Hide, Listen, Search, and Spot checks. 
   
  Climate Terrain:  Any land and underground. 
   
  Organizations:  Solitary, pair, gang (3-4), or mob (7-
  12). 
   
  Challenge Rating:  Base creature's CR +3. 
   
  Treasure:  None. 
   
  Alignment:  Always lawful evil. 
   
  Level Adjustment:  +7  
  Swordwraith Template 
   
  As reported by the Fiend-Sage of Rel Astra: While 
  these undead are most common in the Stark Mounds 
  (most likely from the curse of the Archmage Vargalian 
  during the bloody battle of Gorna in 450 CY), they exist 
  wherever large battles have been fought. Most of my 
  information comes from swordwraiths in a company 
  found in the Bone March, which were willing to talk in 
  exchange for several dozen magical crossbow bolts. I find 
  it interesting to note that some of the swordwraiths in 
  the Stark Mounds have chosen to make attacks against 
  the giants controlling Geoff; either out of ancient 
  loyalties or in search of plunder. 
   
  Some mercenaries are so dedicated to a life of war 
  that they rise from death to continue the battle, prowling 
  the site of their deaths or the places of their burial, 
  looking for foes to put to the sword. 
   
  Swordwraiths appear similar to how they did in life, 
  although their equipment is more battered and their 
  flesh appears insubstantial. In dim light or darkness, their 
  eyes glow dimly. As most in a particular band come from 
  the same mercenary company, they usually bear the same 
  insignia.  
   
  Swordwraiths speak any languages they knew in life. 
  Some have been willing to parlay with those they 
  consider their military equal. 
  Creating a Swordwraith 
  “Swordwraith” is a template that can be added to any 
  humanoid or monstrous humanoid creature with levels 
  in fighter (referred to hereinafter as the base creature). 
  The creature’s type changes to undead.  It uses all of the 
  base creature’s statistics and special abilities except as 
  noted here. 
   
  Hit Dice:  Increases to d12 
   
  Special Attacks: A swordwraith retains all of the 
  special attacks of the base creature and also gains the 
  following attack. 
   
  Strength Damage (Su):  A creature struck by a 
  swordwraith's melee weapon take 1 point of Strength 
  damage. 
   
  Special Qualities: A swordwraith retains all of the 
  special attacks of the base creature and also gains the 
  following special abilities: . 
   
  Damage Reduction (Su):  A swordwraith's 
  insubstantial appearing body is tough, giving the creature 
  damage reduction 10/+2.  Despite their appearance, 
  swordwraiths are not incorporeal. 
   
  Turn Resistance (Ex):  A swordwraith is treated as 
  an undead with 2 more Hit Dice than it actually has for 
  the purposes of turn, rebuke, command, or bolster 
  attempts. 
   
  Abilities:  Same as the base creature except that as 
  undead creatures, swordwraiths have no Constitution 
  score. 
   
  Skills:  Swordwraiths gain a +4 racial bonus on Hide 
  and Move Silently checks. 
   
  Climate/Terrain:  Any land and underground. 
   
  Organization:  Solitary, company (2-8), or squadron 
  (11-20 plus leader 1-4 levels higher). 
   
  Challenge Rating:  Same as the base creature +2. 
   
  Treasure:  Standard. 
   
  Alignment:  Usually Lawful Evil. 
   
  Advancement:  By character class. 
  New Spells 
  Choke (from Tome and Blood) 
  Conjuration (Creation) [Force] 
  Level:  Sor/Wiz 2 
  Components:  V,S, M 
  Casting Time:  1 action 
  Range:  Close (25 ft. + 5 ft./2 levels) 
  Targets:  One creature up to size Large (see text) 
  Duration:  1 round/level 
  Saving Throw:  Reflex half (see text) 
  Spell Resistance:  Yes 
   A pair of invisible hands made of pure force spring 
  into existence around the target's throat and begin to 
  strangle it.  Only aberrations, animals, beasts, fey, 
  giants, 
  humanoids, 
  magical 
  beasts, 
  monstrous 
  humanoids, outsides, and shapechangers can be 
  affected.  Creatures without necks, such as beholders 
  cannot be affected.  The hands cannot be attacked or 
  damaged. 
   The target takes 1d4 points of damage per round but 
  can make a Reflex save each round for half damage.  All 
  attack rolls and checks the target makes suffer a -2 
  circumstance penalty; if the check involves speaking, 
  
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  Page 73 
  the circumstance penalty is -4.  Spellcasting is possible, 
  but the target must make a successful Concentration 
  check (DC 10 + spell level + 1/2 the last damage dealt) 
  or lose the spell.  The -2 circumstance penalty also 
  applies to the check, or -4, if the spell has a verbal 
  component. 
   Material Component:  A handkerchief or similar-
  sized piece of cloth that has been tied in a knot. 
  Eagle’s Splendor (from Tome and Blood) 
  Transmutation 
  Level: Brd2, Clr2, Sor/Wiz2 
  Components:  V, S, M/DF 
  Casting Time:  1 action 
  Range: Touch 
  Target: Creature touched 
  Duration: 1 hour/level 
  Saving Throw:  Will negates (harmless) 
  Spell Resistance:  Yes (harmless) 
   The transmuted creature becomes more poised, 
  articulate, and personally forceful.  The spell grants an 
  enhancement bonus to Charisma of 1d4+1 points, 
  adding the usual benefits to Charisma-based skills.  
  Sorcerers and bards who receive eagle’s splendor do 
  not gain extra spells, but the save DCs for their spells 
  increase. 
   Arcane Material Component:  A few feathers or a 
  pinch of droppings from an eagle. 
  Negative Energy Burst (from Tome and Blood) 
  Necromancy 
  Level:  Sor/Wiz 3 
  Components:  V,S 
  Casting Time:  1 action 
  Range:  Close (25 ft. + 5 ft./2 levels) 
  Effect:  20 ft. radius burst 
  Duration:  Instantaneous 
  Saving Throw:  Will half (see text) 
  Spell Resistance:  Yes 
   You release a silent burst of negative energy from a 
  point you indicate. 
   The burst deals 1d8 points of damage to living 
  creatures in the area + 1 point per caster level 
  (maximum 1d8+10).  A successful Will save reduces 
  damage by half. 
   Since undead are powered by negative energy, this 
  spell cures them of a like amount of damage, rather 
  than harming them. 
  Otiluke's Dispelling Screen (from Tome and 
  Blood) 
  Abjuration 
  Level:  Sor/Wiz 4 
  Components:  V,S,M 
  Casting Time:  1 action 
  Range:  Close (25 ft. + 5 ft./2 levels) 
  Effect:  Wall whose area is up to one 10-ft square/level 
  or a sphere or hemisphere with a radius of up to 1 
  ft./level 
  Duration:  1 minute/level (D) 
  Saving Throw:  None 
  Spell Resistance:  No 
   
  You create an opaque, immobile, shimmering screen 
  of violent energy.  Any creature or unattended object 
  passing through the screen is affected by a targeted dispel 
  magic cast at your caster level (see page 196 of the Player's 
  Handbook). 
   
  You make a dispel check against the spell or against 
  each ongoing spell currently in effect on the object or 
  creature.  A dispel check is 1d20+1 per caster level 
  (maximum +10) against a DC of 11 + the spell's caster 
  level.  The screen has no effect on any items a creature 
  carries. 
   
  If an unattended magic item passes through the 
  screen, you make a dispel check against the item's caster 
  level.  If you succeed, all the item's magical properties are 
  suppressed for 1d4 rounds. 
   
  Spell effects that are not operating on objects or 
  creatures cannot pass through the screen.  A disintegrate 
  or successful dispel magic spell removes Otiluke's 
  dispelling screen, while an antimagic field suppresses it. 
   
  Material Component:  A sheet of fine lead crystal. 
  Owl's Wisdom (from Tome and Blood) 
  Transmutation 
  Level: Brd2, Clr2, Sor/Wiz2 
  Components:  V, S, M/DF 
  Casting Time:  1 action 
  Range: Touch 
  Target: Creature touched 
  Duration: 1 hour/level 
  Saving Throw:  Will negates (harmless) 
  Spell Resistance:  Yes (harmless) 
   The transmuted creature becomes more poised, 
  articulate, and personally forceful.  The spell grants an 
  enhancement bonus to Wisdom of 1d4+1 points, 
  adding the usual benefits to Wisdom-based skills.  
  Clerics, druids, paladins, and rangers who receive owl's 
  wisdom do not gain extra spells, but the save DCs for 
  their spells increase. 
   Arcane Material Component:  A few feathers or a 
  pinch of droppings from an owl. 
  Spiritwall (from Tome and Blood) 
  Necromancy 
  Level:  Sor/Wiz 5 
  Components:  V,S,M 
  Casting Time:  1 action 
  Range:  Close (25 ft. + 5 ft./2 levels) 
  
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  Page 74 
  Effect:  Wall whose area is up to one 10-ft square/level 
  or a sphere or hemisphere with a radius of up to 1 
  ft./level 
  Duration:  1 minute/level (D) 
  Saving Throw:  See text. 
  Spell Resistance:  Yes 
   The spell creates an immobile, swirling mass of 
  greenish-white forms that look like tortured spirits.  
  One side of the wall, selected by you, emits a low 
  groaning that causes creatures within a 60-foot spread 
  to make a Will save or flee in panic for 1d4 rounds (this 
  is a sonic fear effect). 
   The barrier is semimaterial and opaque providing 
  total concealment.  It blocks magical effects and 
  provides nine-tenths cover against physical attacks. 
   Creatures can easily move through a spiritwall, but at 
  a cost.  A living creature that merely touches the wall 
  takes 1d10 points of damage as its life force is 
  disrupted.  A living creature that actually passes 
  through the wall takes 1d10 points of damage as above, 
  and must make a successful Fortitude save or receive 
  one negative level. 
   
  Material Component:  A clear, faceted gemstone.
   
  
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  Page 75 
  DM Aids: Maps 
  Map #1: Southern Geoff 
   
   
  
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  Map #2: The Hidden House  
   
   
  
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  Map #3: Keep of Storm Mountain 
   
  
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  Map #4: Keep of Storm Mountain Cellar 
   
   
   
   
  Crushing 
  Walls 
   
  
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  Map #5: The Well of Vecna 
   
  
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  Player Handout #1 
  Map of the Stark Mounds 
   
  
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  Player Handout #2 
   
  A Set of Orders from Het Kilde: 
  Svern! 
  We are in receipt of your request for additional soldiers.  As you know, the short ones 
  are planning to retake their capital and all our resources are being diverted toward 
  thwarting their goals. 
  If any others of your retinue show signs of rising as a dark-wraith, slay them before the 
  metamorphosis is complete.  Burn the bodies.  Under no circumstances are you to leave your post, 
  especially to come here.  Your mission is vital, keep the house hidden and protected so that Baktar 
  can complete his mission.  Keep the enemy from discovering what is there.   
  -Arbrozzar 
  Journal Notes Kept by Svern, Commander of this Outpost: 
  … Four of the hobgoblin grunts collapsed from this foul magic.  Seconds later they rose 
  again as sword-wraiths – only these resembled the hobgoblins that had lived just 
  minutes before rather than the sword-wraiths that resemble human soldiers from the 
  South Country … 
  … Half of my orcs have succumbed to this dreaded necromancy.  We have put down 
  the wraiths that rose in their places.  All the other orcs and hobgoblins are 
  experiencing the same symptoms.  If they do not show any signs of recovery tomorrow, I 
  will kill them.  I have sent a report of these incidences to Het Kilde and asked for 
  reinforcements. 
  … My lieutenants and myself have put down the cursed orcs and hobgoblins.  Their 
  bodies are being burned … 
  … I am growing weaker.  It is clear that I too suffer from this virulence.  All attempts 
  at removing curses and diseases have failed. Sometimes I hear a dog in the distance.  I 
  pray Surtur grant me a death by battle rather than rise as these abominations … 
  
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  Page 82 
  Player Handout #3 
  Jorry’s Collected Notes and Journals 
  Book #1 
  A weathered journal over 160 years old, written in Abyssal, notes in the margins are in Common.  From the notes it is 
  apparent this was the journal of an evil necromancer seeking the Well of Vecna.  He notes that he wishes to steal 
  Vargalian’s Tomes on Ur-Flan magic, as that mage is one of the foremost experts on the subject.   The necromancer 
  suspects that Vargalian also knows the location of the well but is keeping it hidden from others. 
  Book #2 
  This lab journal kept over the last six months is written in Draconic.  This is Jorry’s personal journal setting forth his 
  experiments.  Certain things become clear: Jorry is convinced he cannot duplicate the effects of the original Rite of 
  Possession performed by Archmage Vargalian approximately 140 years ago without much more knowledge or the use of 
  a powerful artifact.  Vargalian was likely both more powerful and using a powerful artifact.   Vargalian cursed an entire 
  army into wraiths in one Rite.  Jorry has been able to curse only one creature at a time, although he has managed to have 
  multiple wraiths possess one person and then, by having the possessed creature touch others, spread wraiths to other 
  victims.  Only a humanoid directly possessed by the Rite has the ability to pass on other wraiths to additional victims.  It 
  is apparent that all of Jorry’s attempts at controlling the swordwraiths he has created have failed.  All attempts of placing 
  wraiths inside non-humanoids have failed.   On the other hand, it is obvious that Jorry’s work has progressed to such an 
  extent that if he continues the work, he would jeopardize the lives of thousands. 
  Book #3 
  A traveler’s journal dated 40 years prior in which one entry is highlighted: “I believe I have found the long lost keep of 
  the Gyric Archmage.  I dare not enter alone as the magical defenses must be formidable.  I will return in a few years 
  with aid.” 
  Book #4 
  A small history book about the Grand Duchy of Geoff covers the events that lead up to the war between Keoland and 
  Geoff over 140 years ago.  One chapter is highlighted describing some wizards that served the Grand Duke of Geoff 
  back then.  Archmage Vargalian was an expert in fighting Ur-Flan magic and servants of Vecna.  It is he that stopped the 
  Keoland army so many years ago.  Lucien Rhola was of Suel noble blood and an expert in controlling magic.  He is 
  described as being very “ambitious.”  Many considered Alasdair a “hedge wizard” as he brewed potions and was an 
  alchemical master.  He spent much of his time helping shepherds.  Ariel Fireheart was one of the most beautiful human 
  women of her time.   Her last name matched both her temper and her favorite style of magic.  Ian (pronounced "yawn") 
  was half-elven and an accomplished druid as well as a wizard although he kept much to himself.  He disappeared shortly 
  after the Keoish invasion began. 
  Map 
  A map showing a part of the Crystalmist Mountains.  In it, one mountain is called Mynnyth gan Brythwck, the 
  “Mountain of Storms.”  There is a drawing of a keep on top of that mountain. 
  Set of Notes #1 
  Notes and diagrams describing the Rite of Possession in which wraiths from the Negative Material Plane are allowed to 
  invade a humanoid’s body, trapping the hapless creature’s soul inside to be tormented until the swordwraith is 
  destroyed.  If destroyed, the soul of the victim is also destroyed forever. 
  Set of Notes #2 
  Notes concerning the Hound of the Stark Mounds.  The creature seems to be killing creatures that Jorry has infected.  
  The notes indicate that Jorry considers this is a fortunate occurrence to help contain Jorry’s experiments.  It is clear 
  Jorry has no idea why this Hound is doing this. 
  
  SHE3-03 Shades of Gray 
   
  Page 83 
  Player Handout #4 
   
  
  SHE3-03 Shades of Gray 
   
  Page 84 
  Player Handout #5 
  Alasdair’s Journal 
  21 Flocktime CY 432:  … Vargalian was very glad I accepted his invitation.  He seems so energetic.  I am sure we will all 
  learn a lot during our time here.  My lab is magnificent.  Even better they have a pair of skilled cooks.  Their mutton and 
  leek stew was exquisite … 
  4 Goodmonth CY 438:  … The Keep is here for a reason.  It was built on ruins of past darkness to contain them.  I have 
  been sworn to secrecy about the well beneath us …  
  16 Wealsun CY 443:  … The sheep are well at last.  I'm glad Ian talked to them.  Sometimes it's hard to tell what is 
  wrong with the animals.  If all goes well their wool will be superior to any other in the Sheldomar Valley.  Grand Duke 
  Arnod was pleased with the early sample we sent him … 
  12 Sunsebb CY 445:  … A close call.  One of the guards was almost lured into the well.  Fortunately Vargalian was on 
  hand and resealed it.  It never talked before though.  Strange.  Winter is such a depressing season.  All manner of bad 
  things happen then … 
  23 Readying CY 449:  … Vargalian was just summoned to Gorna.  Ian says that the King in Keoland is upset. -- 
  Something about a messenger that disappeared … [later the same week] We heard from Vargalian - someone killed a 
  messenger from Keoland and planted his body under Arnod's palace.  It could mean war.  I guess I better brew more 
  healing potions.  I hope we won't need them.  Sometimes they ask me to label the potions, how tedious … 
  2 Wealsun CY 450:  … The army is moving.  We have no other choice.  Ian is going to leave.  He says death is better 
  than doing this.  How many must die?  How many can we save?  I see no other choice, but I am not happy.  Vargalian 
  has come up with idea after idea.  But none of them are practical and we all know it … 
  7 Reaping CY 450:  … Vargalian has put it to a vote, reluctantly almost all of us agreed to it.  Grand Duke Arnod is 
  frantic to save his people.  Vargalian is his last hope.  The Archmage hates himself for not finding another way but he 
  will invoke the rite and save the Duchy.  I’m glad I’m not in charge … 
  14 Reaping CY 450:  … I can feel a change, have they begun the ritual?  Something is different here.  I can't tell what 
  but it feels wrong.  The servants are whispering.  Something waits … 
  16 Reaping CY 450:  … Vargalian and Lucien have indeed started the Ritual of Possession.  I wish Lucien had never 
  brought that idea back.  The Archmage will control them once possessed with the item Lucien created.  I feel queasy.  At 
  least we had leek soup tonight … 
  18 Reaping CY 450:  … The servants are talking to things that aren't there.  Some of them are getting violent.  
  Fortunately my potion is protecting me.  I will try and cure them.  They shouldn't be affected.  It must be the Well.  
  Ariel is even more irritable than usual … 
  22 Reaping CY 450:  … The glasses I created work.  I can see the taint on them all.  I think Ian might have been 
  infected.  Lucien was very upset that Ian voted no.  I wonder if … 
  26 Reaping CY 450:  … The news is good! The rituals worked and the Keoish have been stopped.  I wonder why 
  Vargalian hasn't come out yet.  The ravens are avoiding the keep.  I suppose a storm might be coming.  The screams 
  aren’t as frequent now … 
  28 Reaping CY 450:  … I had no other choice.  Their souls were festering with evil and they were violent.  They would 
  have killed us all.  I miss them.  The poison was very strong, perhaps it will get rid of the rats as well if they come out to 
  feed.  Off to dinner with Ariel.  I hope she is pleased.  I saved us all … 
  
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  Page 85 
  Player Handout #6 
  Selected Excerpts from Lucien’s Notes and Journals 
  … Vargalian revealed to me the purpose of this Keep.  Little did I know we were keeping things away from the Well in 
  addition to keeping things from rising from it.  The notes of the Archlich’s servants will be very useful in thwarting 
  their future schemes … 
  … They have revealed the Arcane Library to me.  It seems Ian was given the responsibility of hiding it.  How stupid, 
  “make the cat happy” … 
  … The King is quite irate with Grand Duke Arnod.  I am quite certain this incident with the murdered messenger was 
  simply the straw that broke the camel’s back considering that the Arnod’s diplomatic skills are quite lacking.  Still, this 
  upcoming war will be an opportunity for me to earn the favor of these Gyri peasants if I am able to thwart this threat 
  marching from my homeland … 
  … we may be able to make use of this Well that we have been guarding for all of these years.  I have discovered certain 
  rituals in the notes of the followers of the Archlich.  The Rite of Possession will give a dark spirit from the Negative 
  Material Plane, power over a human host.  The Rite of Control will allow us to control the undead creature that arises.  
  With the power of the Well, we could use this ritual to not only defeat the Keoish army, but to ward Geoff from such 
  incursions ever after.  Of course Vargalian will never agree to use such dark magic unless I can show him that he has no 
  alternative.  I will take it upon myself to persuade the others … 
  … I have completed my work on the Throne.  This will permit Vargalian to control the swordwraiths using the power 
  of the well.  I will ensure that it keeps away the Horrors of the Deep also … 
  … Alasdair is a weak-minded fool and was easily persuaded to vote in favor of using the Archlich’s rituals.  I need one 
  more vote to have a majority … 
  … Ian is being stubborn and has threatened to rally the druids against us if we proceed.  I will not let that beast mage 
  destroy this Duchy based upon his foolish preconceptions about morality.  If I can but delay him a few days I can have 
  him be the first victim of the Rite of Possession.  I wonder if it will be able to dominate him if he switches to hound-
  form? … 
  … It is done.  Vargalian has reluctantly agreed to my proposal.  Three votes to two and it is done.  Perhaps we may save 
  the Duchy yet!  Perhaps then we can elevate Grand Duke Arnod to become the King in his own right and we of this 
  keep will be properly rewarded with riches and titles.  We will begin the ritual shortly after the battle for Gorna is 
  joined for maximum effect …   
  … Vargalian is having doubts.  I will remind him that if does not go through with the Rites, his precious Grand Duke 
  will have his head on a pike outside of Gorna within the week and, even more, his wife may be put in the hangman’s 
  noose if Gorna falls … 
  … The Rites have begun.  I will stay in the Underhalls with Vargalian for a few days to ensure that Ariel does not try to 
  stop us.  How can she possibly believe that killing someone by fire is preferable to this method?  At least the Rite’s are 
  painless … 
   
  [End of Journal] 
  
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  Page 86 
  Player Handout #7 
  Vargalian’s Letter to Home 
  Dearest Lyolin, 
   
  War is upon us and it is unlikely that I will be able to write 
  to you and the children again.  Why is it always our duty 
  interferes with the most important things in life?  Ah, such is 
  the nature of “duty” I suppose. 
   
  Arnod the Brenin is unable to meet the Keoish army in 
  battle, his forces are dedicated elsewhere.  It is rumored that 
  King Tavish has told his advisors that all nobles of Geoff who do 
  not swear fealty to him will be hanged.  These are dark times, 
  my sweet.  The Brenin has asked me to dedicate all of my 
  resources to stopping this army.  I wish it were so simple.  Still, 
  there is hope -- for I have found a way. 
   
  Take the children and leave Gyruff until this crisis is behind 
  us.  Above all, I beg of you, do not listen to what our People may 
  say about me.  That which I must do, I do for you, our children, 
  and our land.  I pray the price I am to pay is worth it. 
   
  I miss your smiling face and the gentle touch of your hand.  
  Give my love to Sira and Miskyl.  
   
   
   
   
  All my love, forever and always, 
   
   
   
   
  Vargalian 
  
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  Page 87 
  Player Handout #8 
  Ariel's Possession 
  The ghost of Ariel has possessed your character.   You must role-play your character accordingly.   
  Ariel has the following goals in order of importance:  (1) kill Vargalian, (2) do everything to keep Ariel in control of 
  your character’s body, (3) kill Vargalian, (4) find out how she died, and (5) KILL VARGALIAN. 
  Role-Playing Tips 
  Ariel was considered one of the most beautiful women of her time.  She is driven and has a fiery temper – that is what 
  got her into her current predicament.  You have a choice, however.  You can pretend to be the original character (as if 
  nothing is amiss) and make up reasons why you know the special information contained in this document, or you can 
  reveal some of the truth to the other PCs and enlist their aid.  Ariel is cunning and quite charismatic.  However, she is 
  also aggressive and obsessive on her need to free herself.  
  Information Ariel Knows 
  Unfortunately, Ariel's memory is quite faded and she remembers only snatches of your past life.  She does, however, 
  know the following important facts told from her point of view.  
  Ariel Fireheart (yourself): You were one of the mages in the service of the Grand Duke of Geoff over 140 years ago.  
  You have a particular fondness for fire magic.  Back when you were alive, you were prepared to leave the keep to join the 
  fight against Keoland.  Unfortunately, terrible things happened at this keep before you could leave.  Presumably you 
  died, but you still do not know how.  You do remember debating for days over using the Ur-Flan rituals to defend Geoff 
  before Vargalian went forward with his plan.  Such magic is dark and evil – the type used by Vecna and his minions.  
  You abstained from the vote, but despite your abstention, the proposal passed and the rituals were performed.  You had a 
  familiar once, a cat – now long dead.  You loved it very much.  Its name was Velvet or Boots.  You cannot quite 
  remember.   
  Archmage Vargalian:  The former Archmage of Geoff and the Lord of the Keep of Storm Mountain.  He caused the fall 
  of the castle.  He used Ur-Flan magic – dark, evil, necromantic magic used by only the most profane persons and 
  diabolical beasts.  The magic was so powerful that it spilled over into the keep and drove almost everyone mad.  You 
  know that Vargalian is somehow still alive, otherwise your curse would be lifted and you could stop haunting this place. 
   Vargalian performed his dark rituals in the Underhalls of this castle near some ancient dark well or portal.  He must 
  die.  He must.  If you kill him, Ariel leaves your body and you will be yourself again. 
  Lucien Rhola:  Lucien was second in command under Vargalian.  He was always power hungry and willing to push the 
  limits of his post for personal gain.  He supported Vargalian in his proposal to use dark magics to defeat the Keoland 
  Army.  You suspect it may have been his idea in the first place, but have no proof of that fact.  He helped during the 
  casting of the rituals.  Of his fate you have no idea.  If only you could remember! 
  Alasdair: Alasdair searched as best he could for an alternative to Vargalian’s proposal to use dark rituals to win the war.  
  He found none and reluctantly supported Vargalian in that regard.  He did, however, refuse to help in the rituals 
  themselves.  As a side affect of Vargalian’s dark rituals, Alasdair became psychotically paranoid.  He believed that some 
  of the guards were plotting to kill all of the mages so he poisoned the guards before that could happen.  Alasdair, 
  overwhelmed by the dark magic filling the hall, was glad to save them from “the horrible dark fate that awaited all of 
  them.”  Horrified by his actions, you slew Alasdair in a fit of rage.  Such was the power of that event that it is imprinted 
  upon the main hall and repeats itself, tormenting you day after day. 
  Ian: Of all the mages, he was the most good-hearted.  He cared for the peasant folk more than the other mages.  He is a 
  druid and a wizard.  He vehemently opposed Vargalian’s proposal arguing it was better to lose Geoff to Keoland than 
  become that which they had all fought against over the years.  You think Lucien did something to Ian, for he 
  disappeared just after the rituals were begun.  You would like to know what happened to him. 
  
  SHE3-03 Shades of Gray 
   
  Page 88 
  Ariel's Possession Statistics 
  Abilities 
  Your body is still the same body of your PC, but your mental traits are those of Ariel Fireheart.  Keep your Str, Dex, and 
  Con the same, but substitute Ariel’s stats for Wis, Int, and Cha for your own.  In many cases, this results in a large 
  increase in those stats. 
  BAB and Saves 
  Next, take Ariel’s base attack bonus and base saving throws and substitute them for your respective base numbers.  Use 
  Ariel’s numbers to recalculate your new attack bonuses and saving throws after modifying them for your stats, magic 
  items, and any other modifiers to those numbers. 
  Skills and Feats 
  Use all of Ariel’s skills in place of your own, modifying her Hide skill with your Dex modifier.  Use all of her feats in 
  place of your own. 
  Spells 
  You can cast spells as a sorcerer, just as Ariel (see below).  If you were a spell caster, then you can no long access your old 
  spells.  Do not forget that as Ariel, you have arcane spell failure if you are wearing armor.  Ariel will want to take the 
  armor off. 
  APL 6 
  Ariel Fireheart: female ghost Sor6; medium undead; HD 6d12; hp 54; Init +4; Spd Fly 30 ft. (perfect); AC 11 (ethereal), 
  16 (manifest); Atk +3 BAB; SA spells, manifestation, frightful moan, malevolence, telekinesis; SA rejuvenation, turn 
  resistance +4, undead traits, incorporeal; AL CG; SV Fort +2 base save, Ref +2 base save, Will +5 base save, +1 Wis 
  modifier; Str 10, Dex 10, Con -, Int 14, Wis 12, Cha 23. 
   
  Skills/Feats: Alchemy +7, Bluff +9, Concentration +9, Diplomacy +7, Hide +8, Knowledge (arcana) +7, Knowledge 
  (history) +3, Knowledge (nobility) +3, Listen +9, Scry +6, Search +10, Sense Motive +2, Spellcraft +10, Spot +9; Improved 
  Initiative, Silent Spell, Spell Focus (Evocation), Still Spell. 
   
  Languages:  Common, Flan, Keoish. 
   
  Malevolence (Su): Once per round, an ethereal ghost can merge its body with a creature on the Material Plane.  
  This ability is similar to magic jar as cast by a 10
  th level sorcerer, except that it doesn’t require a receptacle.  If the attack 
  succeeds, the ghost’s body vanishes into the opponent’s body.  The target can resist this attack with a successful Will 
  save (DC 21).  A creature that successfully saves is immune to that ghost’s malevolence for one day. 
   
  Telekinesis (Su): The ghost can use telekinesis once per round as a free action, as cast by a 12
  th level sorcerer. 
   
  Frightful Moan (Su): The ghost can moan as a standard action.  All living creatures within a 30-foot spread must 
  succeed at a Will save (DC 19) or become panicked for 2d4 rounds.  This is a sonic, necromantic, mind-affecting fear 
  effect.  A creature that successfully saves against the moan cannot be affected by the same ghost’s moan for one day. 
   
  Manifestation (Su): As ethereal creatures, ghosts cannot affect or be affected by anything in the material world.  
  When they manifest, ghosts become visible but remain incorporeal.  However, a manifested ghost can strike with its 
  touch attack or a ghost touch weapon.  A manifested ghost remains on the Ethereal Plane but can be attacked by 
  opponents on both the Material and Ethereal planes.  When a spellcasting ghost is on the Ethereal Plane, its spells 
  cannot affect targets on the Material Plane, but they work normally against ethereal targets.  When a spellcasting ghost 
  manifests, its spells can also affect targets on the Material Plane normally unless the spells rely on touch.  A manifested 
  ghost’s touch spells only work on ethereal targets. 
   
  Undead Traits: Immune to mind-influencing effects, poison, sleep, paralysis, stunning, and disease.  Not subject to 
  critical hits, subdual damage, ability damage, energy drain, or death from massive damage. 
   
  Incorporeal: Can be harmed only by other incorporeal creatures, +1 or better magic weapons, or magic, with a 50% 
  chance to ignore any damage from a corporeal source.  Can pass through solid objects at will, and own attacks pass 
  through armor.  Always moves silently. 
   
  Rejuvenation (Su): A ghost will normally restore itself after being destroyed in 2d4 days on a successful level 
  check (1d20 + ghost’s levels) against DC 16.  The evil taint on the Keep causes Ariel to restore herself in only 1 day and 
  she always makes a successful check. 
  
  SHE3-03 Shades of Gray 
   
  Page 89 
   
  Spells Known (6/8/7/4; base DC = 16 + spell level, 18 + spell level for evocation spells): 0–[arcane mark, detect 
  magic, flare, light, mage hand, prestidigitation, read magic]; 1
  st –[burning hands, endure elements, protection from evil, 
  shield]; 2
  nd—[daylight, flaming sphere]; 3
  rd–[fireball]. 
  APL 8 
  Ariel Fireheart: female ghost Sor8; medium undead; HD 8d12; hp 72; Init +4; Spd Fly 30 ft. (perfect); AC 12 (ethereal), 
  17 (manifest); Atk +4 BAB; SA spells, manifestation, frightful moan, malevolence, telekinesis; SA rejuvenation, turn 
  resistance +4, undead traits, incorporeal; AL CG; SV Fort +2 base save, Ref +2 base save, Will +6 base save, +1 Wis 
  modifier; Str 10, Dex 10, Con -, Int 14, Wis 12, Cha 24. 
   
  Skills/Feats: Alchemy +10, Bluff +10, Concentration +11, Diplomacy +8, Hide +8, Knowledge (arcana) +7, 
  Knowledge (history) +4, Knowledge (nobility) +4, Listen +9, Scry +6, Search +10, Sense Motive +2, Spellcraft +11, Spot 
  +9; Improved Initiative, Silent Spell, Spell Focus (Evocation), Still Spell. 
   
  Languages:  Common, Flan, Keoish. 
   
  Malevolence (Su): Once per round, an ethereal ghost can merge its body with a creature on the Material Plane.  
  This ability is similar to magic jar as cast by a 10
  th level sorcerer, except that it doesn’t require a receptacle.  If the attack 
  succeeds, the ghost’s body vanishes into the opponent’s body.  The target can resist this attack with a successful Will 
  save (DC 22).  A creature that successfully saves is immune to that ghost’s malevolence for one day. 
   
  Telekinesis (Su): The ghost can use telekinesis once per round as a free action, as cast by a 12
  th level sorcerer. 
   
  Frightful Moan (Su): The ghost can moan as a standard action.  All living creatures within a 30-foot spread must 
  succeed at a Will save (DC 21) or become panicked for 2d4 rounds.  This is a sonic, necromantic, mind-affecting fear 
  effect.  A creature that successfully saves against the moan cannot be affected by the same ghost’s moan for one day. 
   
  Manifestation (Su): As ethereal creatures, ghosts cannot affect or be affected by anything in the material world.  
  When they manifest, ghosts become visible but remain incorporeal.  However, a manifested ghost can strike with its 
  touch attack or a ghost touch weapon.  A manifested ghost remains on the Ethereal Plane but can be attacked by 
  opponents on both the Material and Ethereal planes.  When a spellcasting ghost is on the Ethereal Plane, its spells 
  cannot affect targets on the Material Plane, but they work normally against ethereal targets.  When a spellcasting ghost 
  manifests, its spells can also affect targets on the Material Plane normally unless the spells rely on touch.  A manifested 
  ghost’s touch spells only work on ethereal targets. 
   
  Undead Traits: Immune to mind-influencing effects, poison, sleep, paralysis, stunning, and disease.  Not subject to 
  critical hits, subdual damage, ability damage, energy drain, or death from massive damage. 
   
  Incorporeal: Can be harmed only by other incorporeal creatures, +1 or better magic weapons, or magic, with a 50% 
  chance to ignore any damage from a corporeal source.  Can pass through solid objects at will, and own attacks pass 
  through armor.  Always moves silently. 
   
  Rejuvenation (Su): A ghost will normally restore itself after being destroyed in 2d4 days on a successful level 
  check (1d20 + ghost’s levels) against DC 16.  The evil taint on the Keep causes Ariel to restore herself in only 1 day and 
  she always makes a successful check. 
   
  Spells Known (6/8/8/7/4; base DC = 17 + spell level, 19 + spell level for evocation spells): 0–[arcane mark, detect 
  magic, disrupt undead, flare, light, mage hand, prestidigitation, read magic]; 1
  st –[burning hands, endure elements, 
  lesser fire orb, protection from evil, shield]; 2
  nd—[daylight, flaming sphere, pyrotechnics]; 3
  rd–[fireball, protection from 
  elements]; 4
  th–[wall of fire]. 
  APL 10 
  Ariel Fireheart: female ghost Sor10; medium undead; HD 10d12; hp 90; Init +4; Spd Fly 30 ft. (perfect); AC 12 
  (ethereal), 17 (manifest); Atk +5 BAB; SA spells, manifestation, frightful moan, malevolence, telekinesis; SA 
  rejuvenation, turn resistance +4, undead traits, incorporeal; AL CG; SV Fort +3 base save, Ref +3 base save, Will +7 base 
  save, +1 Wis modifier; Str 10, Dex 10, Con -, Int 14, Wis 12, Cha 24. 
   
  Skills/Feats: Alchemy +10, Bluff +10, Concentration +13, Diplomacy +8, Hide +8, Knowledge (arcana) +7, 
  Knowledge (history) +4, Knowledge (nobility) +4, Listen +10, Scry +6, Search +10, Sense Motive +4, Spellcraft +13, Spot 
  +9; Empower Spell, Improved Initiative, Silent Spell, Spell Focus (Evocation), Still Spell. 
   
  Languages:  Common, Flan, Keoish. 
   
  Malevolence (Su): Once per round, an ethereal ghost can merge its body with a creature on the Material Plane.  
  This ability is similar to magic jar as cast by a 10
  th level sorcerer, except that it doesn’t require a receptacle.  If the attack 
  
  SHE3-03 Shades of Gray 
   
  Page 90 
  succeeds, the ghost’s body vanishes into the opponent’s body.  The target can resist this attack with a successful Will 
  save (DC 22).  A creature that successfully saves is immune to that ghost’s malevolence for one day. 
   
  Telekinesis (Su): The ghost can use telekinesis once per round as a free action, as cast by a 12
  th level sorcerer. 
   
  Frightful Moan (Su): The ghost can moan as a standard action.  All living creatures within a 30-foot spread must 
  succeed at a Will save (DC 22) or become panicked for 2d4 rounds.  This is a sonic, necromantic, mind-affecting fear 
  effect.  A creature that successfully saves against the moan cannot be affected by the same ghost’s moan for one day. 
   
  Manifestation (Su): As ethereal creatures, ghosts cannot affect or be affected by anything in the material world.  
  When they manifest, ghosts become visible but remain incorporeal.  However, a manifested ghost can strike with its 
  touch attack or a ghost touch weapon.  A manifested ghost remains on the Ethereal Plane but can be attacked by 
  opponents on both the Material and Ethereal planes.  When a spellcasting ghost is on the Ethereal Plane, its spells 
  cannot affect targets on the Material Plane, but they work normally against ethereal targets.  When a spellcasting ghost 
  manifests, its spells can also affect targets on the Material Plane normally unless the spells rely on touch.  A manifested 
  ghost’s touch spells only work on ethereal targets. 
   
  Undead Traits: Immune to mind-influencing effects, poison, sleep, paralysis, stunning, and disease.  Not subject to 
  critical hits, subdual damage, ability damage, energy drain, or death from massive damage. 
   
  Incorporeal: Can be harmed only by other incorporeal creatures, +1 or better magic weapons, or magic, with a 50% 
  chance to ignore any damage from a corporeal source.  Can pass through solid objects at will, and own attacks pass 
  through armor.  Always moves silently. 
   
  Rejuvenation (Su): A ghost will normally restore itself after being destroyed in 2d4 days on a successful level 
  check (1d20 + ghost’s levels) against DC 16.  The evil taint on the Keep causes Ariel to restore herself in only 1 day and 
  she always makes a successful check. 
   
  Spells Known (6/8/8/8/6/4; base DC = 17 + spell level, 19 + spell level for evocation spells): 0–[arcane mark, detect 
  magic, disrupt undead, flare, light, mage hand, prestidigitation, ray of frost, read magic]; 1
  st –[burning hands, endure 
  elements, lesser fire orb, protection from evil, shield]; 2
  nd—[blindness/deafness, daylight, flaming sphere, 
  pyrotechnics]; 3
  rd–[dispel magic, fireball, protection from elements]; 4
  th–[fire shield, wall of fire]; 5
  th–[greater shadow 
  conjuration]. 
  APL 12 
  Ariel Fireheart: female ghost Sor12; medium undead; HD 12d12; hp 108; Init +4; Spd Fly 30 ft. (perfect); AC 12 
  (ethereal), 17 (manifest); Atk +6/+1 BAB; SA spells, manifestation, frightful moan, malevolence, telekinesis; SA 
  rejuvenation, turn resistance +4, undead traits, incorporeal; AL CG; SV Fort +4 base save, Ref +4 base save, Will +8 base 
  save, +1 Wis modifier; Str 10, Dex 10, Con -, Int 14, Wis 12, Cha 25. 
   
  Skills/Feats: Alchemy +10, Bluff +10, Concentration +15, Diplomacy +9, Hide +8, Knowledge (arcana) +10, 
  Knowledge (history) +4, Knowledge (nobility) +4, Listen +10, Scry +7, Search +10, Sense Motive +4, Spellcraft +15, Spot 
  +9; Empower Spell, Improved Initiative, Maximize Spell, Silent Spell, Spell Focus (Evocation), Still Spell. 
   
  Languages:  Common, Flan, Keoish. 
   
  Malevolence (Su): Once per round, an ethereal ghost can merge its body with a creature on the Material Plane.  
  This ability is similar to magic jar as cast by a 10
  th level sorcerer, except that it doesn’t require a receptacle.  If the attack 
  succeeds, the ghost’s body vanishes into the opponent’s body.  The target can resist this attack with a successful Will 
  save (DC 22).  A creature that successfully saves is immune to that ghost’s malevolence for one day. 
   
  Telekinesis (Su): The ghost can use telekinesis once per round as a free action, as cast by a 12
  th level sorcerer. 
   
  Frightful Moan (Su): The ghost can moan as a standard action.  All living creatures within a 30-foot spread must 
  succeed at a Will save (DC 23) or become panicked for 2d4 rounds.  This is a sonic, necromantic, mind-affecting fear 
  effect.  A creature that successfully saves against the moan cannot be affected by the same ghost’s moan for one day. 
   
  Manifestation (Su): As ethereal creatures, ghosts cannot affect or be affected by anything in the material world.  
  When they manifest, ghosts become visible but remain incorporeal.  However, a manifested ghost can strike with its 
  touch attack or a ghost touch weapon.  A manifested ghost remains on the Ethereal Plane but can be attacked by 
  opponents on both the Material and Ethereal planes.  When a spellcasting ghost is on the Ethereal Plane, its spells 
  cannot affect targets on the Material Plane, but they work normally against ethereal targets.  When a spellcasting ghost 
  manifests, its spells can also affect targets on the Material Plane normally unless the spells rely on touch.  A manifested 
  ghost’s touch spells only work on ethereal targets. 
   
  Undead Traits: Immune to mind-influencing effects, poison, sleep, paralysis, stunning, and disease.  Not subject to 
  critical hits, subdual damage, ability damage, energy drain, or death from massive damage. 
  
  SHE3-03 Shades of Gray 
   
  Page 91 
   
  Incorporeal: Can be harmed only by other incorporeal creatures, +1 or better magic weapons, or magic, with a 50% 
  chance to ignore any damage from a corporeal source.  Can pass through solid objects at will, and own attacks pass 
  through armor.  Always moves silently. 
   
  Rejuvenation (Su): A ghost will normally restore itself after being destroyed in 2d4 days on a successful level 
  check (1d20 + ghost’s levels) against DC 16.  The evil taint on the Keep causes Ariel to restore herself in only 1 day and 
  she always makes a successful check. 
   
  Spells Known (6/8/8/8/7/6/4; base DC = 17 + spell level, 19 + spell level for evocation spells): 0–[arcane mark, 
  detect magic, disrupt undead, flare, light, mage hand, prestidigitation, ray of frost, read magic]; 1
  st –[burning hands, 
  endure elements, lesser fire orb, protection from evil, shield]; 2
  nd—[blindness/deafness, daylight, flaming sphere, 
  protection from arrows, pyrotechnics]; 3
  rd–[dispel magic, fireball, flame arrow, protection from elements]; 4
  th–[fire 
  shield, minor globe of invulnerability, wall of fire]; 5
  th–[cone of cold, greater shadow conjuration]; 6
  th–[chain lightning]. 
  
  SHE3-03 Shades of Gray 
   
  Page 92 
  Player Handout #9 
  Selected Excerpts from the Whispering Tome 
  This is a book with clearly evil origins.  It is written in Abyssal.  Just reading the book makes you slightly nauseous: 
   
  The Rite of Possession: the servants of our Lord may be brought into this 
  world and housed in the bodies of humanoids with souls.  Such wraiths will 
  quickly move to subdue and conquer the host and seek to wreak havoc 
  upon the living.  Our Priests will have little trouble rebuking them into 
  service.   With use of the Well, it is possible that thousands of humanoids 
  may be so possessed with but one performance of the Rite.  Our Lord will 
  be further delighted to know that the souls of the hosts will be obliterated 
  upon the destruction of the wraith−form, denying his competitors their 
  service in the afterlife.   
  The Rite of Control: Our clergy might be able to employ their rebuking 
  powers to control all wraiths at once using the power of the well.  Our 
  arcanist brethren require a talisman of some kind to duplicate those 
  affects.  A throne, crystal ball, mirror, or such will have the greatest affect. 
   The method of making the throne talisman is as follows … [description of 
  a magical item creation procedure]. 
  … to control the wraiths, simply sit in the throne and command them from 
  afar … 
  … Guard the talisman well, for if destroyed it will disrupt the wraiths’ hold 
  upon their hosts and permit the souls of the hosts to ascend to the heavens 
  … 
  Of the wraiths: Such creatures will have all the powers of their human 
  hosts but will gain all of the strengths and assets of the walking dead.  An 
  army of such creatures would be truly unstoppable and by its very nature 
  be a boon to our Lord, may he reign forever. 
  
SOURCE: textdata/thevault/Living Greyhawk/Modules/Meta-Region Sheldomar Valley/593/Normal Scenarios/SHE3-03 - Shades of Grey (APL 6-12)/SHE3-03 - Shades of Gray.pdf