TEXT: 1
  THE FLOW OF
  FRESH BRAINS
  A Short Adventure for Four 11th-Level
  Player Characters Featuring
  Material from Lords of Madness
  CREDITS
  Design:
  Darrin Drader
  Editing:
  Penny Williams
  Typesetting:
  Nancy Walker
  Cartography:
  Diesel and @@
  Design Manager:
  Christopher Perkins
  Web Production
  Bart Carroll
  Web Development:
  Mark A. Jindra
  Graphic Design:
  Sean Glenn, Cynthia Fliege
  Based on the original DUNGEONS & DRAGONS® game by E.
  Gary Gygax and Dave Arneson and on the new edition of the
  DUNGEONS & DRAGONS game designed by Jonathan Tweet,
  Monte Cook, Skip Williams, Rich Baker, and Peter Adkison.
  D&D, DUNGEONS & DRAGONS, and DUNGEON MASTER are registered trademarks owned
  by Wizards of the Coast, Inc. The d20 logo is a trademark owned by Wizards of the
  Coast, Inc. All Wizards characters, character names, and the distinctive likenesses
  thereof are trademarks owned by Wizards of the Coast, Inc. 
  This material is protected under the copyright laws of the United
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  material or artwork contained herein is prohibited 
  without the express written permission of 
  Wizards of the Coast, Inc.
  ©2005 Wizards of the Coast, Inc. 
  All rights reserved. 
  Made in the U.S.A. 
  This product is a work of fiction. 
  Any similarity to actual people, organizations, places, 
  or events is purely coincidental.
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  written permission. To learn more about the Open Gaming License 
  and the d20 System License, 
  please visit www.wizards.com/d20.
  For more DUNGEONS & DRAGONS articles, adventures, and information, 
  visit www.wizards.com/dnd
  Lords of Madness details the D&D game’s most unusual
  and unsettling creatures—the aberrations. The book
  also offers invaluable tips for overcoming these crea-
  tures, as well as new feats, spells, and equipment based
  on their abilities. In addition, several organizations
  dedicated to the eradication of aberrations are pre-
  sented.
  The Flow of Fresh Brains is a short D&D adventure for
  four 11th-level player characters (PCs). The scenario is
  not setting-specific; you can place it in any populated
  section of your campaign world that is a near a medium
  or large city. The action begins along one of the major
  trading routes between cities, then progresses to an
  illithid nautiloid. As always, feel free to adapt the mate-
  rial presented here as you see fit to make it work with
  your campaign.
  This adventure uses the horrific adventure guide-
  lines presented on page 13 of Lords of Madness. Since the
  encounter levels (ELs) of several encounters are higher
  than normal for the character level of the PCs, charac-
  ter death is a very real possibility. At the very least, the
  PCs will find themselves severely taxed during this
  adventure, so be sure to provide ample opportunities
  for healing.
  PREPARATION
  You (the DM) need the D&D core rulebooks—the
  Player’s Handbook, the Dungeon Master’s Guide, and the
  Monster Manual—as well as the Expanded Psionics Hand-
  book and Lords of Madness—to run this adventure. The
  information presented here utilizes the D&D v.3.5
  rules. 
  To get started, print out the adventure, including
  the maps. Read through the scenario at least once to
  familiarize yourself with the situation, threats, and
  major NPCs (particularly their motivations). Text that
  appears in shaded boxes is player information that you
  can read aloud or paraphrase for the players at the
  proper times. For monster and NPC statistics, refer to
  either the Appendix or the appropriate pages in Monster
  Manual or Lords of Madness.
  MINIATURES
  You may find that some of the miniatures produced by
  Wizards of the Coast, Inc. greatly enhance your players’
  enjoyment of this adventure. The warbands presented
  in a recent web article (http://www.wizards.com/
  default.asp?x=dnd/mi/20050317a) are of particular
  interest.
  
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  The miniatures indicated below are particularly
  useful during play. Some are not exact matches for the
  designated NPCs, but they do an adequate job of captur-
  ing the nature of the monster, or at least its relative size.
  Xhux’uto: Aberrations—Mind Flayer Telepath
  (39/60).
  Other Mindflayers: Harbinger—Mind Flayer
  (50/80).
  Narulin:
  Harbinger—Human 
  Blackguard
  (45/80).
  Kigrid: Deathknell—Ambush Drake (30/60).
  Black Thorne Mercenary: Aberrations—Man-
  at-Arms (8/60).
  Black Thorne Sorcerer: Deathknell Renegade
  Warlock (23/60).
  ADVENTURE
  BACKGROUND
  Mind flayers, otherwise known as illithids, are horrific
  creatures that originated in the far future. Faced with
  the imminent demise of their kind, they fled to the
  past with their elder brain leaders, plus certain fero-
  cious and twisted creatures that inhabited their home-
  world, as well as numerous spacefaring ships called
  nautiloids. Upon arrival, they took refuge in the dark
  corners of various worlds and began to build their
  empire anew by enslaving the native humanoid races.
  Since then, the illithids have manipulated events in
  both overt and subtle ways to assure the eventual evo-
  lution of their own species.
  Most of the illithids sought refuge beneath the sur-
  faces of their new worlds, establishing colonies that
  thrived and grew strong where the light of the sun
  could not penetrate. However, a large number of them
  avoided inhabited areas altogether and made their
  homes among the stars instead. Several elder brains
  and their illithid followers settled on small moons or
  large asteroids, where they could plot out their future
  without interference from the native creatures of the
  inhabited worlds. But while this solution helped to
  ensure the safety of the illithid masters, it also dis-
  tanced the settlements from their primary food source:
  the brains of sentient creatures. The vast majority of
  the illithids in such stellar settlements addressed this
  issue by using their plane shift ability to capture sentient
  creatures for food. As luck would have it, however, a
  few settlements were established on stellar bodies that
  happened to be rich in valuable minerals. The residents
  of these colonies quickly discovered that mining these
  substances and trading them for living slaves presented
  considerably less personal risk than any other means of
  acquiring food. Deals were made, and avenues were
  opened for slave trade with the inhabited worlds. As a
  result, several nautiloids now ply the space lanes
  among the various illithid colonies, exchanging living
  captives for gold, gems, and spices.
  The illithid captain Xhux’uto commands a nautiloid
  that services five asteroid settlements. A two-way gate
  within the ship links to the subterranean stronghold of
  a mercenary company with which Xhux’uto has main-
  tained a long-standing relationship. Composed mostly
  of humans, the Black Thorne Company rounds up
  humanoids and brings them to Xhux’uto’s nautiloid for
  transport to the various asteroid settlements. Xhux’uto
  charges his clients twice what he pays the mercenaries
  for the slaves, keeping the difference as pay for himself
  and his crew.
  The Black Thorne Company began as a simple
  group of highwaymen who brazenly defied the laws
  and the protectors of their lands, waylaying travelers
  and caravans with increasing frequency. Xhux’uto took
  notice of the group as its infamy grew. Eventually, the
  mind flayer contacted Narulin, the ruthless fighter
  who led the band, and offered him a chance to gain
  even more wealth from each raid by selling captives for
  illithid consumption. Since the Black Thorne Com-
  pany had quite a bit to gain from this arrangement and
  nothing to lose, the leader agreed to a partnership with
  the illithid captain. 
  Since then, the Black Thorne Company has become
  even more infamous in the surrounding lands because
  its members no longer leave survivors, or even corpses,
  behind in the wake of an attack. Some claim the merce-
  naries are cannibals; others insist that they are slavers.
  Only the members of the company and their client,
  however, know what really happens to victims of their
  attacks. All live captives are turned over to the illithids,
  and any corpses are taken back to the band’s hideout
  and fed to the kigrids that serve as their guards.
  Xhux’uto’s nautiloid is a relic from the distant future
  powered by magical technology that has not yet been
  invented. The illithids run the ship with a skeleton
  crew and do not even bother to man the weapons.
  Since few if any spacefaring races exist at the present
  time, the chances of attack by another ship during any
  regular trading run are vanishingly small.
  ADVENTURE SYNOPSIS
  Several groups of travelers have recently disappeared
  along a busy trade route. Investigation leads the PCs to
  
  3
  a cave complex, where they encounter several merce-
  naries as well as numerous strange creatures belonging
  to the illithidae family of monsters. In the innermost
  chamber of the complex, they discover a magic portal.
  PCs who pass through the portal find themselves in
  the bowels of a nautiloid ship. After fighting their way
  past numerous illithids and mercenaries, they can con-
  front Narulin and Xhux’uto, the mercenary leader and
  the nautiloid captain, respectively. If they defeat these
  two leaders, they can rescue the people held in the nau-
  tiloid’s slave deck. The PCs cannot control the ship,
  however, so they must then decide whether to allow it
  to drift in space, or destroy it before leaving.
  ADVENTURE HOOKS
  As DM, you know best how to involve your characters
  in an adventure. However, if you’re stuck for an idea,
  you can use any of the following suggestions to draw
  the PCs into the action.
  • While traveling along a busy trade route, the PCs are
  attacked by a vicious band of thugs. The mercenaries
  fight hard and seem particularly determined to win,
  even though the PCs clearly outmatch them. After the
  battle, the surviving thugs attempt to flee under-
  ground. Any thugs who are captured and forced to
  talk reveal that they are part of a slaver band that
  captures people and sells them to a mysterious client.
  • Lord Dannis, a wealthy noble, was expecting his
  nephew Garris to arrive in town two days ago. The
  young man was traveling by coach with a group of
  friends from a nearby city, but the coach never
  arrived. Dannis has heard the recent tales of bold brig-
  and attacks, and he fears that Garris and his friends
  have fallen prey to such a band of outlaws. Thus, the
  nobleman has offered a 5,000-gp reward to any adven-
  turers willing to track down his nephew and return
  him safely.
  The PCs belong to an organization that opposes aberra-
  tions, such as the Circle of the True, the Darkrunner
  Guild, the Society of the Sanctified Mind, or the Topaz
  Order (see Lords of Madness, pages 217–222). Their organ-
  ization has learned about the illithids’ covert activities in
  this area through an informant who was once a member
  of the Black Thorne Company. The leaders of the organ-
  ization have passed this information along to the PCs
  and asked them to investigate this matter and eliminate
  the threat.
  BEGINNING THE
  ADVENTURE
  The Flow of Fresh Brains is a site-based adventure in
  which the action occurs in two places: inside the sub-
  terranean stronghold of the Black Thorne Company,
  and aboard Xhux’uto’s nautiloid ship. 
  You can place the Black Thorne hideout in any sub-
  terranean area you desire, so long as it is near enough to
  a city to permit easy acquisition of supplies. You must
  decide how the PCs learn of its location—perhaps by
  following the mercenaries after an attack, or by interro-
  gating captured members of the company, or by some
  form of divination. The journey to the stronghold is
  uneventful, though you may add a random encounter
  along the way if it lies some distance from the PCs’ base
  of operations.
  The adventure begins when the PCs approach the
  dungeon that the Black Thorne Company uses as its
  hideout.
  A. BLACK THORNE
  STRONGHOLD
  The Black Thorne Company operates from a subter-
  ranean stronghold dug out of a sandstone cliffside. Cre-
  ated more than fifty years ago by a group of slave
  traders, the cavern complex has been occupied by one
  criminal organization after another ever since. Heroes
  have cleared it out on more than one occasion, and one
  group even went so far as to collapse the cave entrance,
  but new villains continually re-excavate the complex.
  The authorities of the nearby towns have dismissed the
  complex as a possible hideout for the mercenary com-
  pany that has been plaguing the roads because they
  assume the interior of the cliff to be unreachable.
  A1. ENTRANCE (EL 12)
  The entrance to the stronghold is located on a ledge
  midway up the face of a steep, forested cliff. When the
  PCs reach the area outside the door, read or paraphrase
  the following.
  The door is locked but not barred.
  s Strong Wooden Door: 2 in. thick, hardness 5, 
  hp 20, break DC 23, Open Lock DC 30.
  Set into the face of the sandstone cliffside is a
  thick, wooden door. Just in front of it runs a
  narrow ledge overlooking the perilous drop
  below.
  
  4
  
  5
  Creatures: A patrol of six Black Thorne mercenar-
  ies (four fighters and two sorcerers) guards the
  entrance.
  Black Thorne Fighter (4): hp 53 each; see
  Appendix for statistics.
  Black Thorne Sorcerer (2): hp 23 each; see
  Appendix for statistics.
  Tactics: Because of their recent raids, the merce-
  naries are wary of intruders, and their guards are espe-
  cially alert. This vigilance manifests as a +2 circum-
  stance bonus on each mercenary’s Spot checks when
  the PCs approach. If they spot the PCs before they can
  close to melee range, the Black Thorne mercenaries
  attempt to hide in one of several nooks beside the door,
  on side farthest from PCs. This tactic grants each a +2
  circumstance bonus on his untrained Hide check. 
  The mercenaries attack as soon as any PC comes
  within 25 feet of the door. If the PCs approach by
  climbing the cliff face, the mercenaries fire arrows at
  them until someone gets close enough for melee. If the
  characters approach via the ledge, the mercenaries bull
  rush them and attempt to push them off the cliff. Any
  character forced off the ledge falls 50 feet, taking 5d6
  points of damage. 
  When melee combat begins, the fighters quickly
  form a line in front of the PCs to protect the sorcerers
  in the back. If the PCs protect a spellcaster behind their
  own lines but are within 15 feet of the fighters, the
  latter use Spring Attack to attack the spellcaster, then
  return to their starting squares.
  Development: The six guards fight to the death.
  They have made a pledge to Narulin to protect the
  stronghold, and they fear the mind flayers more than
  they fear death. If the battle goes poorly for them, they
  focus on trying to force the PCs off the edge of the cliff.
  These mercenaries have no keys for the locked door.
  They expect their relief to open it for them at the end
  of the watch.
  A2. MAIN QUARTERS (EL 11)
  The mercenaries spend most of their time in this cham-
  ber. When the PCs enter, read or paraphrase the follow-
  ing aloud.
  Eight of the mercenaries are currently outside the com-
  plex in search of targets for raiding. The rest of the
  group, including Narulin, is aboard the nautiloid con-
  cluding a deal for a group of prisoners.
  Creatures: Currently, a group of five mercenaries
  remains within the complex. At present, they are rest-
  ing, but they will relieve the group on watch outside
  within the hour.
  Black Thorne Fighter (4): hp 53 each; see
  Appendix for statistics.
  Black Thorne Sorcerer: hp 23 each; see Appen-
  dix for statistics.
  Tactics: The Black Thorne fighters immediately
  rush to attack when the PCs approach the room. If they
  spot the characters in the hallway, they stand three
  abreast in front of the entrance to block it and try to
  inflict as much damage as possible. If the PCs manage
  to get into the room, the fighters form a defensive line
  to shield the sorcerer, who casts spells at the intruders
  from his position of safety.
  Treasure: Within this room are two locked chests
  containing the mercenaries’ pay. Between them, they
  hold 847 gp, an emerald (worth 300 gp), and four
  potions of cure moderate wounds.
  s Wooden Chests (2): Hardness 5, hp 25, break
  DC 30, Open Lock DC 30.
  Development: If the PCs kill or disable two of
  the mercenary fighters, one of the remaining pair
  attempts to flee to area A3 and rouse the kigrids, which
  then chase him back into this room. At that point, the
  creatures readily engage any PCs who are still standing.
  A3. LAIR OF THE KIGRIDS (EL 11)
  Read or paraphrase the following aloud when the PCs
  enter this area, adjusting the text as needed if the
  kigrids have already fought the PCs in area A2.
  Creatures: This room is the lair of the kigrids—hor-
  rific creatures from the illithidae family of monsters.
  Xhux’uto gave them to the mercenaries as a gift to seal
  their pact, and Narulin placed them here to protect the
  Bones, fur, and other grotesque remains of once-
  living creatures litter the floor of this cavern. The
  stench of rotten meat lingers in the air. 
  Eight feral-looking creatures with stone-gray
  fur look up from a bloody meal. Each of these
  vaguely feline quadrupeds has muscular legs, a
  thick neck, and a flat, broad head. The creatures’
  eyes glow a dull red color, and their jaws are lined
  with small, sharp teeth.
  This chamber has a lived-in look. The floor is cov-
  ered by a clutter of personal belongings, bedrolls,
  various items of clothing, and other odds and ends.
  The two wooden tables that occupy the center of
  the room are heaped with the bones of small ani-
  mals. Against the north wall stand two empty 5-
  foot-by-5-foot cells, each with an iron door.
  
  6
  route leading to the portal in area A4. Although kigrids
  are natural hunters, the mercenaries keep them inside,
  feeding them meat from any animals they hunt as well
  as the corpses of any humanoids killed during their
  raids.
  Kigrids (8): hp 61, 62, 64, 66, 66, 70, 72, 73; see
  Lords of Madness, page 155.
  Tactics: The kigrids attack any creature that enters
  the room—including the mercenaries—that does not
  have a mind flayer escort. They immediately close to
  melee, using their rake attacks to deliver poison. The
  creatures use their numbers to advantage by attempt-
  ing to flank the intruders whenever possible. If they
  outnumber the PCs at least two to one, a few of the
  kigrids attempt to grapple the group’s primary melee
  combatants so that the others can swarm any PCs who
  are trying to stay out of combat and cast spells.
  Development: The kigrids are fierce creatures,
  but they are not stupid, and they value their continued
  survival. If the PCs eliminate half the kigrids, those
  remaining attempt to surrender to the party. If their
  surrender is not accepted, they flee the stronghold.
  If the kigrids are winning the fight and their oppo-
  nents attempt to flee, the creatures pursue them any-
  where within the complex. The mercenaries in area A2
  may use this fact to their advantage by luring the
  kigrids there to fight the PCs (see the Development
  section in area A2).
  A4. PORTAL ROOM
  The portal that connects this complex with the nau-
  tiloid is the sole feature of this chamber. Read or para-
  phrase the following when the PCs enter.
  This object is the portal to the nautiloid. As soon as
  anyone steps into the square adjacent to the portal, the
  light becomes a brilliant ruby red, and a room becomes
  visible beyond the surface. Anyone who steps through
  the surface is instantly transported to area 2 on the
  bridge deck of the nautiloid (see Nautiloid Map).
  B. NAUTILOID
  SPELLJAMMER SHIP
  Xhux’uto’s nautiloid is one of many ships that the mind
  flayers brought back in time with them when they
  escaped their race’s grim future. Each nautiloid is con-
  structed from the shell of a massive snail harvested
  from a world as yet unknown. Xhux’uto’s nautiloid is
  currently 12 hours away from the illithid settlement
  called Q’marr, which is headed by an ancient and pow-
  erful elder brain.
  A 6-foot tall object resembling an ornate mirror
  dominates this chamber. Its reflective surface
  emits a slowly pulsing red light.
  
  7
  NAUTILOID FEATURES
  This particular nautiloid measures more than 100 feet in
  length. The bottom is shaped much like that of a stan-
  dard oceangoing vessel and is covered by a black, chiti-
  nous substance. The upper portion consists primarily of
  the massive snail shell. Two massive red eyes are set in
  the top front portion of the ship, and large intertwining
  tentacles protrude from the area just below them.
  The ship has six decks, each of which is divided into
  numerous rooms, as shown on the map. All these
  rooms are currently empty except as described below.
  Floors
  The floor of each deck is a 3-inch-thick sheet of solid
  crystal. The walls are equivalent to regular stone dun-
  geon walls.
  s Crystalline Floor: 3 in. thick, hardness 10, hp
  600, break DC 25. 
  Crew
  Because this region of space currently has very few
  inhabitants other than the mind flayer colonies, the
  nautiloid carries only a skeleton crew. 
  Power
  A series spelljamming helm provides propulsion for
  the nautiloid. This device also forms an air envelope
  around the ship that extends to a distance of 20 feet
  from the outer hull at all points. 
  In addition, the helm creates a gravity plane that
  runs along the bottom of the ship. Any character or
  object that drops over the edge of the nautiloid falls
  until it crosses the gravity plane, then continues an
  equal distance on the opposite side. The following
  round, the object repeats the process in the reverse
  direction, this time stopping 10 feet short of the posi-
  tion from which it originally fell. This process contin-
  ues until the object finally stops at the gravity plane.
  If the helm is destroyed, all creatures aboard the
  ship move at one-half their normal speed. The air enve-
  lope dissipates in 3d10 rounds, after which each crea-
  ture still aboard the ship takes 1d12 points of damage
  per round until it either dies or finds a way off the ship.
  B1. COMMAND STATION
  When the nautiloid was fully staffed, the captain would
  sit here to oversee ship’s operations. This vantage point
  offers an excellent view of both the scout deck and the
  bridge deck. Since he runs with only a skeleton crew,
  however, Xhux’uto prefers a more hands-on approach
  to command. All the chambers are empty except for a
  few oddly shaped pieces of furniture.
  B2. SCOUT DECK (EL 13)
  The front of the scout deck consists of two rooms, one
  in the stern and one in the fore. 
  B2a. Fore Chamber
  Two open “eyes” look out into space from the forward
  wall of this chamber. When the ship was fully staffed,
  at least one mind flayer was always stationed here to
  watch for potential hazards. Presently, however, the
  chamber is unoccupied.
  B2b. Stern Chamber
  The series spelljamming helm is housed in this cham-
  ber. Central to this device are five iron chairs, all linked
  together, which siphon the psionic energy from the
  mind flayers seated in them. This energy provides
  propulsion for the ship and powers its navigational
  system. Read or paraphrase the following when the
  PCs enter this area.
  The helm is the source of the ship’s power. Without
  this device and the mind flayers that provide energy for
  it, the nautiloid is dead in space (see Power, above).
  Creatures: All five of the illithids whose minds
  are currently powering the ship are attached to the
  helm when the PCs arrive.
  Mind Flayers (5): hp 44, 46, 47, 48, 55; see Mon-
  ster Manual, page 186.
  Tactics: Unless the mind flayers are prepared for
  the arrival of the PCs, it takes them a full round to extri-
  cate themselves from their chairs. Once they have done
  so, they attack immediately. 
  The illithids begin by trying to incapacitate as many
  PCs as possible with their mind blasts. If this technique
  proves ineffective, they use their spells, employing the
  most powerful effects in their magical arsenals first in
  hopes of gaining the upper hand. Should the PCs close
  with them, the illithids use their improved grab and
  extract attacks to feast on the brains of their opponents,
  beginning with spellcasters if possible.
  Development: If the PCs gain the upper hand in
  the battle, the mind flayers attempt to surrender. If the
  PCs refuse to accept, the illithids flee to the bridge
  deck below.
  On a dais stand five linked iron chairs, each con-
  taining a seated mind flayer wearing an odd steel
  helmet. The helmets are wired together and
  attached to a large device that stands behind the
  chairs. Energy visibly coruscates along the wires,
  and the air around them crackles with power.
  
  8
  
  9
  The series helm is a powerful but unique magic
  item, though it is not an artifact. It is vulnerable to reg-
  ular damage just like any other object. If the series
  helm is destroyed, the ship immediately loses gravity,
  and the air envelope dissipates in 3d10 rounds (see
  Power, above).
  s Series Spelljamming Helm: Hardness 10,
  hp 300, break DC 25.
  B3. BRIDGE DECK (EL 12)
  The portal from the Black Thorne Company’s hideout
  connects with area 2 of this deck, so it is here that the
  PCs enter the ship. All other rooms on this deck are
  empty. 
  When the PCs emerge from the portal, read or para-
  phrase the following aloud.
  This chamber was, and still is, the main floor of the
  bridge, from which the mind flayers operate the ship’s
  navigational system.
  Creatures: Three Black Thorne fighters and one
  Black Thorne sorcerer guard this room while their
  leader is conferring with Xhux’uto.
  Black Thorne Fighter (3): hp 53 each; see
  Appendix for statistics.
  Black Thorne Sorcerer: hp 23; see Appendix for
  statistics.
  Tactics: Since the portal emits a bright red light
  when operating, the PCs have no chance to surprise the
  mercenary guards. They attack as soon as the PCs
  arrive, and each gains a +5 circumstance bonus on her
  initiative roll. The fighters stand back from the portal
  and fire arrows at the party, then switch to their swords
  as soon as the PCs close for melee. The sorcerer takes a
  position behind the fighters and casts spells.
  Development: If the battle goes poorly for the
  mercenaries, they flee to the scout deck and combine
  forces with the mind flayers in the series helm.
  B4. BATTLE DECK (EL 14)
  All the rooms on this deck are empty except for room 1
  (encounter B4a) and room 6 (encounter B4b). The most
  likely entry point to this deck is via the stairs. 
  B4a. Treasure Chamber (Room 1)
  The mind flayers have been hoarding their gold in this
  room. Within it is a locked chest containing 14,563 gp.
  s Treasure Chest: Hardness 5, hp 25, break DC
  30, Open Lock DC 30.
  B4b. Battle Station (Room 6)
  Read or paraphrase the following aloud when the PCs
  enter room 6 of the battle deck.
  The hole is approximately 20 feet square and leads to
  the slave deck, to which a load of prisoners has just
  been delivered. The device beyond the hole is a battle
  station from which the ship’s weapon systems can be
  operated.
  Creatures: The mind flayer leader Xhu’uto, the
  mercenary leader Narulin, a second mind flayer, and a
  Black Thorne Mercenary are discussing the price of the
  current batch of prisoners that the mercenaries have
  brought.
  Xhux’uto: hp 94; see Appendix for statistics.
  Narulin: hp 75; see Appendix for statistics.
  Black Thorne Sorcerer: hp 23; see Appendix for
  statistics.
  Mind Flayer: hp 46; see Monster Manual, page 186.
  Development: If Xhux’uto dies, the ship is lead-
  erless, but it can still function as long as at least five
  mind flayers remain alive to power the helm. If
  Narulin dies, any Black Thorne mercenary still alive
  immediately assumes command of the group and
  orders the survivors back to the stronghold.
  A large, square hole in the deck floor marks the
  approximate center of this chamber. Beyond it
  stands a device of unknown purpose. At the far
  side of the deck, stairs lead up to a platform where
  a large ballista is mounted. 
  Four figures—two humans and two illithids—
  are standing in front of the device talking. One
  mind flayer appears to be more physically power-
  ful than the other, with muscles rippling beneath
  its slick-looking skin. It wears a chain shirt and
  holds a green sword that appears to be composed
  of pure energy. Beside this creature stands a tall,
  powerfully built human male sporting numerous
  facial scars. He wears plate mail and carries a
  glowing greatsword. The other two figures are
  both robed. The mind flayer wears flowing green
  robes on its typically gaunt frame, and the human
  wears black robes and carries a morningstar.
  A wall sections off the far side of this oval-shaped
  room. This wall and the others are made of an
  unknown, shiny brown material, and both the
  floor and ceiling seem to be made of flat, opaque
  crystal. To either side of the chamber is a balcony
  that gives a fine view of the starry night beyond.
  
  10
  B5. CARGO DECK
  The cargo deck is currently empty. Near the fore, in
  room 1, two massive ruby eyes are set into the wall.
  Any character looking through them gains darkvision
  with a range of 250 feet as long as he continues to use
  them.
  B6. SLAVE DECK (EL 11)
  This deck is empty except for rooms 7, 8, and 9, where
  the humanoid prisoners destined for the asteroid
  colonies are held.
  When the PCs enter this area, read or paraphrase
  the following aloud.
  The cargo currently consists of seventeen prisoners,
  including Garris, the nephew of Lord Dannis (see
  Adventure Hooks). Eight of the nine cells contain two
  prisoners each, and the ninth cell contains only Garris.
  Creatures: Three Black Thorn fighters guard the
  room.
  Black Thorne Fighter (3): hp 53 each; see
  Appendix for statistics.
  Tactics: Since they lack any sort of magical sup-
  port, these mercenaries stand toe-to-toe with the PCs
  and focus their attacks on the strongest fighters. They
  immediately surrender if two of them are reduced to
  fewer than half their original hit points, or if the PCs
  produce the keys to the cells, since possession of the
  keys means they have already slain both Xhux’uto and
  Narulin. If the PCs continue to attack, the mercenaries
  fight to defend themselves.
  Development: Once they have defeated the mer-
  cenaries, the PCs can rescue the prisoners from the
  cells.
  s Cell Lock: Hardness 15, hp 30, Open Lock DC
  30. The locks can be opened with Narulin’s keys.
  CONCLUDING THE
  ADVENTURE
  The nautiloid ships are among the illithids’ most valu-
  able possessions, since they cannot be recreated in this
  time period. If the PCs manage to clear the ship of foes
  but leave it intact, mind flayers from one of the asteroid
  colonies eventually try to reclaim it and put it back into
  service as a slave ship. PCs who don’t want it used for
  such an evil purpose can eliminate the threat by
  destroying the series helm that powers it.
  If the PCs rescue the prisoners held on the slave
  deck and return them safely to their families, they
  receive 500 gp as a reward, in addition to any other
  rewards they were offered for this service.
  FURTHER ADVENTURES
  If the PCs decide to let the mind flayers operating the
  series helm live after dispatching the illithid and
  human leaders, the ship continues onward to the city
  of Q’marr. Should the characters choose to remain
  aboard the ship and attempt to fight the entire mind
  flayer community, they will soon find themselves over-
  whelmed. The elder brain easily senses their presence
  and coordinates the city’s mind flayer inhabitants to
  end the threat. PCs who choose this option will be
  attacked mercilessly until they either flee the city or
  perish.
  APPENDIX: NPC
  STATISTICS
  This section provides complete statistics for the NPCs
  that appear in this adventure.
  d Xhux’uto: Male mind flayer soulknife 4; CR
  12; Medium aberration; HD 8d8+24 plus 4d10+12; hp
  94; Init +7; Spd 30 ft.; AC 22, touch 15, flat-footed 19;
  Base Atk +9; Grp +13; Atk +13 melee (1d4+4, tentacle)
  or +15 melee (1d6+5/17–20, +1 mind blade) or +9 ranged
  (1d8+1/[TS]3, +1 longbow); Full Atk +13 melee (1d4+4, 4
  tentacles) or +15/+10 melee (1d6+5/17–20, +1 mind
  blade) or +9/+4 ranged (1d8+1/[TS]3, +1 longbow); SA
  extract, improved grab, mind blast, psionics, psychic
  strike +1d8, throw mind blade; SQ spell resistance 25,
  telepathy 100 ft.; AL LE; SV Fort +6, Ref +9, Will +13;
  Str 18, Dex 17, Con 16, Int 20, Wis 16, Cha 14.  
  Skills and Feats: Bluff +12, Climb +9, Concentration
  +15, Diplomacy +6, Hide +15, Intimidate +12, Jump +7,
  Knowledge (psionics) +20, Listen +11, Move Silently
  +18, Sense Motive +11, Spot +18, Tumble +5, Cleave,
  Combat Casting, Improved Critical (mind blade),
  Improved Initiative, Power Attack, Weapon Focus
  (mind blade)B, Wild TalentB.
  Extract (Ex): If Xhux’uto begins its turn with all
  four tentacles attached and makes a successful grapple
  check, it automatically extracts the opponent’s brain,
  Whatever its original purpose, this deck is now
  clearly being used to house prisoners. The walls
  are lined with small 5-foot-by-5-foot cells, each
  apparently occupied by one or two humanoids.
  Three mercenaries guard the chamber, taunting
  the prisoners with comments about the fate that
  awaits them.
  
  11
  instantly killing it. This power is useless against
  constructs, elementals, oozes, plants, and undead. It is
  not instantly fatal to foes with multiple heads, such as
  ettins and hydras.
  Improved Grab (Ex): To use this ability,
  Xhux’uto must hit a Small, Medium, or Large creature
  with its tentacle attack. It can then attempt to start a
  grapple as a free action without provoking an attack of
  opportunity. If it wins the grapple check, it establishes
  a hold and attaches the tentacle to the opponent’s head.
  Xhux’uto can grab a Huge or larger creature, but only if
  it can somehow reach the foe’s head. If Xhux’uto
  begins its turn with at least one tentacle attached, it can
  try to attach its remaining tentacles with a single grap-
  ple check. The opponent can escape with a single suc-
  cessful grapple or Escape Artist check, but Xhux’uto
  gets a +2 circumstance bonus for every tentacle that
  was attached at the beginning of the opponent’s turn.
  Mind Blast (Sp): This psionic attack is a cone 60
  feet long. Anyone caught in this cone must succeed on
  a DC 15 Will save or be stunned for 3d4 rounds.
  Xhux’uto often hunts using this power and then drags
  off one or two of its stunned victims to feed upon. This
  ability is the equivalent of a 4th-level spell.
  Psionics (Sp): At will—charm monster (DC 16),
  detect thoughts (DC 14), levitate, plane shift, suggestion (DC
  14). Effective caster level 8th.
  Psychic Strike (Su): See Expanded Psionics Hand-
  book, page 28.
  Throw Mind Blade (Ex): See Expanded Psionics
  Handbook, page 28.
  Possessions: Mithral shirt, ring of protection +2, +1 long-
  bow with 50 arrows, 225 gp.
  d Narulin: Male human fighter 10; CR 10;
  Medium humanoid; HD 10d10+20; hp 75; Init +5; Spd
  20 ft.; AC 21, touch 11, flat-footed 20; Base Atk +10; Grp
  +14; Atk +18 melee (2d6+10/19–20, +2 greatsword) or
  +12 ranged (1d8+1/[TS]3, +1 longbow); Full Atk +18/+13
  melee (2d6+10/19–20, +2 greatsword) or +12/+7 ranged
  (1d8+1/[TS]3, +1 longbow); AL CE; SV Fort +9, Ref +4,
  Will +2; Str 18, Dex 13, Con 14, Int 13, Wis 8, Cha 10.  
  Skills and Feats: Climb +12, Intimidate +13, Jump +6,
  Ride +14; CleaveB, Combat ExpertiseB, Combat Reflex-
  esB, DodgeB, Great Cleave, Greater Weapon Focus
  (greatsword), Improved InitiativeB, MobilityB, Power
  Attack, Weapon Focus (greatsword), Weapon Special-
  ization (greatsword).
  Possessions: +2 full plate, +2 greatsword, +1 longbow with
  50 arrows, cell door keys, 450 gp.
  d Black Thorne Sorcerer: Male or female
  human sorcerer 8; CR 8; Medium humanoid; HD 8d4;
  hp 23; Init +2; Spd 30 ft.; AC 15, touch 13, flat-footed 13;
  Base Atk +4; Grp +4; Atk +5 melee (1d8+1, +1 morning-
  star) or +7 ranged (1d4+1/19–20, +1 hand crossbow); Full
  Atk +5 melee (1d8+1, +1 morningstar) or +7 ranged
  (1d4+1/19–20, +1 hand crossbow); SQ familiar benefits
  (Alertness, empathic link, share spells), toad familiar;
  AL CE; SV Fort +2, Ref +4, Will +7; Str 10, Dex 14, 
  Con 11, Int 10, Wis 12, Cha 16.  
  Skills and Feats: Bluff +11, Concentration +9, Diplo-
  macy +5, Intimidate +5, Knowledge (arcana) +8,
  Listen +3, Spellcraft +10, Spot +3; Alertness, Combat
  Casting, Craft Wand, Exotic Weapon Proficiency
  (hand crossbow).
  Familiar: The Black Thorne sorcerer’s familiar is a
  toad. The familiar uses the better of its own and its
  master’s base save bonuses. The creature’s abilities and
  characteristics are summarized below.
  Black Thorne Sorcerer’s Familiar: Male or
  female toad familiar; CR —; Diminutive magical
  beast; HD 1/4 d8; hp 11; Init +1; Spd 5 ft.; AC 19,
  touch 15, flat-footed 18; Base Atk +4; Grp –13; Atk
  —; Full Atk —; Space/Reach 1 ft./0 ft.; SQ
  amphibious, deliver touch spells, improved eva-
  sion, low-light vision, speak with amphibians,
  speak with master; AL CE; SV Fort +2, Ref +3, Will
  +8; Str 1, Dex 12, Con 11, Int 9, Wis 14, Cha 4.  
  Skills and Feats: Bluff +5, Concentration +9,
  Hide +21, Listen +4, Spot +4; Alertness.
  Deliver Touch Spells (Su): The toad can
  deliver touch spells for the Black Thorne sorcerer
  (see Familiars, page 52 of the Player’s Handbook).
  Improved Evasion (Ex): See Monk, page
  39 of the Player’s Handbook.
  Speak with Master (Ex): The toad famil-
  iar can communicate verbally with the Black
  Thorne sorcerer. Other creatures do not under-
  stand the communication without magical help.
  Skills: The toad has a +4 racial bonus on
  Hide checks.
  Familiar Benefits: The Black Thorne sorcerer
  gains special benefits from having a familiar. His toad
  grants him 3 extra hit points (included in the above sta-
  tistics).
  Alertness (Ex): *The toad grants its master Alertness
  as long as it is within 5 feet.
  Empathic Link (Su): The Black Thorne sorcerer can
  communicate telepathically with his familiar at a dis-
  tance of up to 1 mile. The master has the same connec-
  tion to an item or a place that the familiar does.
  
  12
  Share Spells (Su): The Black Thorne sorcerer may
  have any spell he casts on himself also affect his
  familiar if the latter is within 5 feet at the time. He may
  also cast a spell a target of “You” on his familiar.
  Sorcerer Spells Known (6/7/7/6/3 per day; caster level
  8th): 0—acid splash, detect magic, light, mage hand, mend-
  ing, message, ray of frost (+6 ranged), read magic; 1st—color
  spray (DC 14), mage armor, magic missile, ray of enfeeble-
  ment (+6 ranged), true strike; 2nd—scorching ray (+6
  ranged), summon monster II, web (DC 15); 3rd—dispel
  magic, fireball (DC 16); 4th—ice storm.
  Possessions: Bracers of armor +2, ring of protection +1, +1
  morningstar, +1 hand crossbow with 10 bolts, 135 gp.
  d Black Thorne Fighter: Male or female human
  fighter 5/rogue 3; CR 8; Medium humanoid; HD
  5d10+10 plus 3d6+6; hp 53; Init +1; Spd 20 ft.; AC 24,
  touch 11, flat-footed 23; Base Atk +7; Grp +9; Atk +10
  melee (1d10+3/19–20, +1 bastard sword) or +9 ranged
  (1d8+1/[TS]3, +1 longbow); Full Atk +10/+5 melee
  (1d10+3/19–20, +1 bastard sword) or +9/+4 ranged
  (1d8+1/[TS]3, +1 longbow); SA sneak attack +2d6; SQ eva-
  sion, trapfinding, trap sense +1; AL CE; SV Fort +7, Ref
  +5, Will +2; Str 15, Dex 13, Con 14, Int 10, Wis 10, Cha 12.  
  Skills and Feats: Appraise +3, Climb +1, Disable Device
  +6, Handle Animal +6, Hide +1, Intimidate +12, Jump
  –10, Ride +8, Sleight of Hand +1, Swim –6; CleaveB,
  DodgeB, Exotic Weapon Proficiency (bastard sword),
  Great Cleave, MobilityB, Power Attack, Spring Attack.
  Sneak Attack (Ex): The Black Thorne fighter
  deals 2d6 extra points of damage on any successful
  attack against flat-footed or flanked targets, or against a
  target that has been denied its Dexterity bonus for any
  reason. This damage also applies to ranged attacks
  against targets up to 30 feet away. Creatures with con-
  cealment, creatures without discernible anatomies, and
  creatures immune to extra damage from critical hits are
  all immune to sneak attacks. A Black Thorne merce-
  nary may choose to deliver nonlethal damage with her
  sneak attack, but only when using a weapon designed
  for that purpose, such as a sap (blackjack).
  Trapfinding (Ex): The Black Thorne fighter can
  find, disarm, or bypass traps with a DC of 20 or higher.
  She can use the Search skill to find, and the Disable
  Device skill to disarm, magic traps (DC 25 + the level of
  the spell used to create it). If her Disable Device result
  exceeds the trap’s DC by 10 or more, she discovers how
  to bypass the trap without triggering or disarming it.
  Possessions: +2 full plate armor, +1 heavy steel shield, +1
  bastard sword, +1 longbow with 50 arrows, 75 gp.
  ABOUT THE AUTHOR
  Darrin Drader was born in Pullman, Washington in
  1973 and stayed there long enough to attend WSU. He
  then moved to western Washington and eventually
  landed a job at Wizards of the Coast, Inc. After an
  eight-year stay in the Seattle area, he decided to move
  back to eastern Washington so that he could be closer
  to his family. He has been an RPG freelancer since
  2000, and has done design work for Dragon magazine,
  Star Wars Gamer magazine, Bastion Press, Mongoose
  Publishing, and Wizards of the Coast, Inc.
  
SOURCE: textdata/thevault/Dungeons & Dragons [multi]/D&D 3.5/D&D 3.5 Adventures/The Flow of Fresh Brains.pdf