The lizardfolk of the Mistmarsh have long been a thorn in the Free City’s side. Barbaric and aggressive, the reptilian humanoids grew more bold with each year, until the Free City built a pair of keeps at either end of the swamp. The solution seemed to work, for the lizardfolk attacks waned in the following years. Yet the truth behind this change is more sinister—the mark of Kyuss has come to the Mistmarsh, and the lizardfolk are only its first victims.

“Encounter at Blackwall Keep” is a Dungeons & Dragons adventure designed for four 5th-level characters. It is also the third installment of the Age of Worms Adventure Path, a complete campaign consisting of 12 adventures, several “Backdrop” articles to help Dungeon Masters run the series, and a handful of poster maps of key locations. For additional aid in running this campaign, check out Dragon’s monthly “Wormfood” articles, a series that provides additional material to help players survive this campaign. Your PCs should hit 6th level at some point in this adventure, and if any of them decide to take Leadership as their 6th-level feat, check out issue #335 of Dragon for three sample cohorts that they might want to take on. Finally, you can head online to paizo.com to download Age of Worms Overload, a free PDF that includes details on the hinterlands surrounding Diamond Lake, stat blocks for nearly everyone in town, conversion notes for running the campaign in the Forgotten Realms or Eberron settings, and more.

Of course, you can also run “Encounter at Blackwall Keep” as a stand-alone adventure, or even as part of a campaign of your own design.

Because much of the adventure takes place in an isolated swamp, the PCs have limited opportunities to replenish supplies unless they’re willing to travel for several days (by which time the events of this adventure could end badly).

Since this adventure heavily features lizardfolk, you may want to check out Dragon #335’s “Ecology of the Lizardfolk” for more ideas on how to roleplay and portray these creatures.

Adventure Background

Decades ago, the lizardfolk of the large swampland known as the Mistmarsh grew bolder in their attacks on nearby farms and trade routes. The onslaught prompted the construction of two new keeps, one at the south end of the marsh (Marsh Keep) and the other at the north end (Blackwall Keep). Fully garrisoned with militia and a spellcasting officer and run by the nearby Free City, these keeps offered an extra element of defense against lizardfolk raids from the Mistmarsh. In the years that followed, lizardfolk attacks abated. The Free City assumed that their two new keeps had done the trick, but in truth, something far more sinister had occurred.

About two years ago, a sudden blight of ravenous green worms ate through entire clutches of lizardfolk hatchlings in numerous tribes throughout the Mistmarsh. With an entire generation wiped out, many tribes fell to desperation and depravity. Others were forced to take shelter and wait for new warriors to come of age. During these dark times, the Twisted Branch tribe received a visitor.

This visitor was Ilthane, a black dragon. She seemed to know much of the green worms that plagued the lizardfolk, and when she told them that arcanists from the Free City were responsible, the lizardfolk grew angry indeed. Over the next several months, the Twisted Branch nurtured their newest generation of warriors into fighters, and in the interim, Ilthane graciously offered to guard the tribe’s clutch of eggs until they regained their foothold in the Mistmarsh.

Today, the Twisted Branch tribe is once again strong. Their eggs are set in a special chamber connected to the lizardfolk lair by a long underwater tunnel. Ilthane herself lairs here sometimes, but has been away on business elsewhere for some time now. With their increased numbers and the dragon’s support, the lizardfolk hope to amass an army that can threaten the expansionist Free City, stalling further encroachment on their homeland and exacting revenge for the terrible blight upon their eggs.

Yet unknown to the tribe, Ilthane has deceived them. She is in fact the one responsible for the worms ten years ago, just as she is responsible for the new batch of green worms that even now incubates in the lizardfolk lair. Ilthane secretly works for the dracolich Dragotha, who served the undead godling Kyuss in ancient times. Ilthane hoped to infect the lizardfolk with masses of Kyuss’ ravenous worms years ago, but the worms didn’t take. Rather than transform the lizardfolk young into undead monsters, they merely consumed them and died. With the new batch of worms, she has corrected her previous errors. Soon, the worms will emerge from the special incubator she has installed in the lizardfolk warren, and she’ll be able to create a large number of undead horrors in a very short amount of time, all according to the wishes of her unliving master. Though Ilthane does not appear in this adventure (she is far too powerful for 5th-level characters to defeat), her presence and influence should be felt in many places. Eventually, in “A Gathering of Winds” (Dungeon #129), the PCs will have a chance to confront the black dragon personally.

Although they did their best to keep the shame of losing an entire clutch to the worms a secret, the lizardfolk were unable to hide it from everyone. Not long after the lizardfolk attacks ceased two years ago, Blackwall Keep’s then resident mage visited the Twisted Branch lizardfolk on an unsanctioned diplomatic mission. He returned “changed,” eventually transforming into a horrible undead thing infested with green worms. Unwilling to slay their former colleague, the soldiers locked him in the basement, where he has waited patiently for a chance to escape.

As the PCs set out for Blackwall Keep, things are about to grow complicated.

Adventure Synopsis

In the first two adventures of the Age of Worms Adventure Path, the PCs met and befriended a local wizard named Hesti Testapod. Dubbed “the smartest man in Diamond Lake,” Hesti Testapod took a keen interest in the Whispering Cairn after the PCs discovered that it was a tomb for the ancient Wind Dukes of Aaqa. Hesti Testapod is keenly interested in exploring the cairn himself, but first, he needs to consult with an old friend in Blackwall Keep. He asks the PCs to accompany him south as an escort; the road along the Mistmarsh’s edge is unsafe, even for a powerful wizard.

The PCs arrive at Blackwall Keep to find over two dozen lizardfolk assaulting it. The PCs must battle to rescue the survivors in the keep and repel the lizardfolk in successive attacks. Once the keep is secure, the surviving guards tell them several soldiers (including Hesti Testapod’s friend) were carried off and need to be rescued. Hesti Testapod urges them to free the captives, while he uses an emergency scroll of teleport to report the news to the commander of the Diamond Lake garrison and ask for reinforcements to be sent south.

The trek to the lizardfolk lair takes more than a day, but the numerous lizardfolk leave a relatively easy trail even through the swamp. The lair is large and partly submerged, and the lizardfolk defend it vigorously. The PCs learn of a schism within the lizardfolk tribe, and of the alliance between the lizard king and the black dragon Ilthane, and by defeating the corrupt king and rescuing the tribe’s eggs from a terrible fate the PCs can secure the cooperation of the Mistmarsh tribes and rescue the prisoners.

Returning to the keep with the freed soldiers, the PCs find the survivors at the keep are terrified of a creature in the basement that has been snatching them one by one. The PCs must defeat this final enemy before its undead corruption spreads.

Adventure Hooks

If the PCs have played through the earlier parts of the Age of Worms adventure path, this adventure starts with Hesti Testapod contacting the PCs. He tells them that he has completed his study of the artifacts they found in the Whispering Cairn. He believes the glyphs on the objects are an ancient dialect of Auran, the language of elemental air.

He explains that some of the tombs in the Cairn Hills are thought to contain the graves of the Wind Dukes of Aaqa, great and valorous beings of flesh and air who served Law in the primordial times before history. The Wind Dukes battled an evil entity known as the Queen of Chaos, defeating her with an artifact which shattered and is now known as the Rod of Seven Parts. Even children know of this legendary battle on the Fields of Pesh, thought by some to lie in the distant north. All of these clues have Hesti Testapod greatly interested in the Whispering Cairn, and he would like the PCs to tell him its location so he may study it further.

Before he can make that visit, however, he has an appointment he must keep. Marzena, a battle mage of the Free City assigned to Blackwall Keep at the northern edge of the Mistmarsh, is an old friend of Hesti Testapod and sent him a message about reports of strange green worms in the Cairn Hills. If the PCs have told Hesti Testapod about the green worms, he points out Marzena’s message as a possible tie to that mystery. Hesti Testapod asks the PCs to escort him to Blackwall Keep, as the Mistmarsh is a dangerous place and monsters have been known to raid outlying farms.

If you haven’t used the previous two adventures in the Age of Worms adventure path, here are a few ways to get your PCs involved with this adventure.

• Marzena is a friend or relative of one of the PCs, and that PC is traveling to Blackwall Keep to visit her. • The keep’s architect or an older military advisor needs an escort back to the keep. This option presents interesting difficulties as the PCs must keep their charge out of harm’s way while they deal with the besieging lizardfolk.
• The PCs might spot the lizardfolk dragging their captives into the lair, or have some other motivation to enter the lair (such as investigating rumors of an alliance between the lizardfolk and a dragon), bypassing the initial encounters at the keep.

Part One: To Blackwall Keep

This adventure assumes that the PCs begin in Diamond Lake. Give them time to tie up any loose ends from their previous adventure, identify magic items, brew potions and write scrolls, and otherwise recover from their ordeals under Dourstone Mine. If any of the PCs have indicated a desire to take the Leadership feat in the future, you can introduce several possible cohorts at this point so that when the PC reaches 6th level, they’ll have some prospects to choose from.

Eventually, Hesti Testapod gathers the PCs for the journey south. Although he has a scroll of teleport, he prefers to keep it in reserve for emergencies and instead plans to travel on horseback to Blackwall Keep. The road to the Keep is 18 miles east along a trail (the latter parts of which are hilly), then south a like distance along another trail to the southernmost spur of the Cairn Hills. Roll for encounters once per day on the eastbound trip using the following table. Once a particular group is encountered it can’t be encountered again (if that encounter is rolled a second time, no encounter occurs that day).

Dwarf Cra􀈋ers: These dwarves are carrying a shipment of metal tools to the Free City. Each dwarf is an expert 1 and carries a bag of goods. They’re willing to sell their goods on the road if the buyer seems reputable, and defend themselves and their goods if attacked, but they are not soldiers and would rather be robbed than killed.

Gnome Traders: The gnomes are returning from the Free City after bargaining for exotic goods. They’re interested in buying small gems and pieces of jewelry, and have minor alchemical items (25 gp or less) for sale. Each is an expert 1. As with the dwarves, they’ll fight to protect their property but run away if they think odds are they’ll be killed. Halfling Farmers: These 1st-level commoners have bags of herbs and pipeweed they’re bringing to market. They don’t like to trade on the road and only do so if there is a halfling PC. They run away if attacked.

Religious Pilgrims: These devout worshipers of St. Cuthbert are on their way to Diamond Lake for a religious holiday. Each is a 1st-level commoner or expert (any race) except for the leader, who is a 1st-level cleric. The pilgrims subscribe to the militant doctrine of Diamond Lake’s church of St. Cuthbert, and see any interaction with strangers as a chance to gain new converts.

Bandits: These ruffians are 2nd-level warrior humans or half-orcs and are trying to collect “toll money” from people on the road. They can be cowed by a show of force or intimidation, and flee combat if their opponents appear to have any skill.

Orcs or Goblins: These savage raiders only attack at night, preferably when most or all of their opponents are sleeping. They are cautious and usually do not attack well-armed or well-guarded targets unless they look wealthy.

Lizardfolk: These reptiles are not associated with the tribe attacking Blackwall Keep. They are scouting for unusual (i.e., non-swamp) game to bring to their king as a gift, are only encountered around dusk and dawn, and only fight if attacked. If hailed in Draconic (the only language they understand) and bribed with food they are willing to tell the PCs recent news from the Mistmarsh; the only thing of interest to the PCs is that one of the larger lizardfolk tribes (the Twisted Branch) near the center of the Mistmarsh is preparing for war. These encounters shouldn’t particularly challenge the PCs, especially since they have Hesti Testapod along. He intends to stay the night in an old, abandoned farmhouse along the side of the road known locally as “Shank’s Rest.” Shank gave up farming many years ago when he inherited a large amount of money, and moved to the Free City to live up his twilight years. He never bothered selling his old farm, and now, travelers often use the farmhouse as a waypoint on their travels along the road.

During this night, you should feel free to roleplay any conversations the PCs may have with Hesti Testapod. Try to develop him into a likable supporting character—a friend. He may challenge a PC to a contest of riddles, or he might simply tell them stories of his younger days spent as an adventurer. He won’t elaborate on his mysterious patron, saying only that their parting was less than friendly. Later, in the sixth installment of the Age of Worms, the PCs must rescue Hesti Testapod from a dire fate, and the impact of that event will be stronger if the PCs view Hesti Testapod as a trusted friend.

Blackwall Keep

As the PCs and Hesti Testapod cover the last stretch of the southbound trail, they notice an increase in the number of flies and the smell of a battle—smoke and blood. Earlier this morning a large number of lizardfolk surrounded and attacked Blackwall Keep. Both sides inflicted casualties, and by the time the PCs arrive the lizardfolk have pulled back, regrouped, and are preparing for their next sortie against the keep.

The hilly terrain means it’s possible for cautious characters to get close enough to see the keep without being spotted by its residents or attackers (the lizardfolk are focused on the keep rather than the trail). If they do, they can secure a good view of the keep and its current situation. The region surrounding the keep is presented on the poster map provided with this issue.

The keep itself is built out of black stone and consists of a single ground floor with a tower. The entire ground floor is buried under a false hill, and all that is visible is the tower itself. The door to the keep (visible only from the south side) looks like it has been broken open and hastily repaired. On the level above the door a five-foot balcony extends outward, giving the defenders a good vantage point and making it harder for invaders to enter the tower by climbing the walls.

Large sharpened wooden stakes jut out of the hillside, pointing away from the keep (toward any potential attackers). Any creature entering a square with one of these stakes at normal speed must succeed at a DC 9 Dexterity saving throw savie (DC 15 if the creature is running or charging) or take 1d6 points of piercing damage. A creature may automatically pass through the square safely if they spend 2 squares of movement to pass through and they are not running or charging.

Next to the keep is a stockaded horse corral, partially embedded in the false hill. The doors to the stockade are open and a dead and partially dismembered horse is in the doorway (all three horses assigned to the keep are dead within the corral, killed early by the lizardfolk to prevent escape or messengers).

If the PCs watch, they see eight groups of five lizardfolk are arranged in strategic places around the keep, using bushes, large rocks, and dead trees as cover. Each has a club, large shield, and at least one javelin. Some of them are eating horsemeat, and at least one is eating a dead human soldier. Three dead lizardfolk are out in the open near the keep, attracting flies. A hundred yards beyond the most distant ground of lizardfolk is a broad swath of grassland, and beyond that is the Mistmarsh. It is impossible to reach the keep without passing the lizardfolk, and without the use of magic it seems a certainty that at least one of the lizardfolk will see anyone attempting to reach the keep, as there are no hiding places that lead all the way up to the keep.

If the PCs charge the keep, they have to deal with all of the lizardfolk as a large group. Barring a few lucky fireballs or something similar, the PCs can’t win—twelve normal lizardfolk are EL 8, a tough challenge for 5th-level PCs, and if fighting thirty such creatures could be measured accurately on the EL scale, they’d be at least an EL 11—certain death barring a freak combination of rolls in the PCs’ favor. If they want to defeat the lizardfolk, their best bet is to try to tackle them one group at a time, either in ambush-and-run raids or while the lizardfolk are attacking the keep and not able to reinforce each other (killing the leader may also break their morale and convince them to retreat). Alternately, the PCs may try to bypass the lizardfolk and get into the keep to help the soldiers. Either way, Hesti Testapod tells them they need to help the soldiers immediately while he uses his scroll of teleport to return to Diamond Lake and get reinforcements from the commander of the garrison there. It takes some time for Hesti Testapod to convince the garrison to send reinforcements, and even more time for them to organize and set out. They’ll arrive at Blackwall, on foot, in 1d4+2 days.

The PCs might argue that Hesti Testapod’s spells could provide a significant help in fighting the lizardfolk, and if they ask him to stay, he appears tormented. He clearly loathes leaving the task of defending the keep to the PCs, but at the same time, common sense urges him to use the scroll to get help as soon as he can. If the PCs seem especially set against his leaving, his torment quickly changes to disappointment. He points out that the PCs have already faced more dangerous challenges than lizardfolk, and observes that if they don’t think they can handle the problem themselves, perhaps they should consider a new line of work. In the end, Hesti Testapod leaves the PCs to their own devices at Blackwall Keep. It’s up to them to determine if the wizard leaves them as a friend or as something less.

The Lizardfolk

There are thirty lizardfolk besieging Blackwall Keep, split into six groups. Four of these groups consist of five common lizardfolk (EL 5 for each of these groups). The fifth and sixth groups each consist of four common lizardfolk and a special character (EL 6 for each of these last two groups). One of these special characters is a 4th-level warrior named Kushak, and the other is a 3rdlevel druid named Shesht. Kushak is the leader of this attack, reporting directly to the aggressive and vengeful king of the tribe who is under the claw of Ilthane the black dragon. Kushak looks the same as the other lizardfolk present except he carries a metal shield rather than one made of wood or shell. The shaman, Shesht, is somewhat lazy and believes following the lizard king is the easiest way to power and comfort in the tribe.

Kushak knows if he succeeds in this raid he’ll win the favor of the king, so he is determined to wipe out the soldiers and take their weapons back to arm his tribe. His warriors managed to capture four soldiers on their last sortie (including Marzena, the keep’s battle mage) and have already sent them back to the Twisted Branch lair with one of his teams as a gift to his king; the captured humans are either to be kept as slaves or (more likely) eaten as food in the next few days.

Kushak plans to wait until just after sundown and attack while there is still light enough for his warriors to see but not so much that the human defenders have an easy time spotting their advance. He knows if his people can again break down the keep door and hold that position, the humans will be trapped inside and easy pickings. If the evening attack fails, he directs his people to creep back into the marsh to retrieve simple barricades of wood and wet swamp grass which they’ll use the next day as full cover while they approach the keep for a morning attack (the night-time absence of the lizardfolk is a good opportunity for the PCs to enter the keep).

If severely wounded, an individual lizardfolk retreats to a safe distance but returns to fight again after regrouping. Normally they’d consider fleeing if the overall battle went against them, but Kushak is a hero to his people and he can convince them to fight even against poor odds (see The Battle, below, for more information on Kushak’s options if the fight goes against the lizardfolk).

The Soldiers

The soldiers are worried. Of the normal garrison of 30 soldiers and officers, only 14 soldiers remain in able condition—three soldiers and the garrison mage have been captured, twenty-two soldiers are dead (including the garrison commander), and four are unconscious from their wounds. The surprise attack from the lizardfolk has taken its toll and now the soldiers are outnumbered; they fear they cannot hold out more than another day against their attackers before they’re overrun (though they have enough supplies to last about a week). If they spot the PCs (even during battle) they shout for help, both for themselves and their kidnapped comrades, indicating the lizardfolk dragged the captured ones south into the marsh. Normally well-equipped, the soldiers happen to be short on arrows right now and don’t want to waste them on long-range shots. Message spells, flying familiars, and notes tied to arrows can help facilitate secret communication between the PCs and the trapped soldiers.

The soldiers normally wear leather armor but don chainmail when expecting battle; the lizardfolk raid initially caught them in their leathers but they’ve since had time to put on their chainmail.

If the PCs attack the lizardfolk, some of the soldiers on the balcony fire arrows at the reptiles if they have clear shots but overall try not to draw javelin fire from the lizardfolk.

The Battle

When the lizardfolk attack the keep, they try to remain close to the others in their five-person group, using their barricades to block arrow fire and perhaps launching a volley of javelins once they’re close enough. Two groups try to break down the door, two more try to boost allies onto the tower balcony, with two (including Kushak’s and Shesht’s groups) remaining in reserve. Kushak doesn’t want to sacrifice all of his warriors for this task, and if ten are slain he orders them all to retreat to the Mistmarsh to consider whether or not to attack again later. He is content to wear down the soldiers over a series of shorter forays; depending on how many lizardfolk survive each wave he may manage three or more attacks. The lizardfolk are very courageous as long as Kushak is alive; they won’t break morale while he survives unless they’re reduced to ten or fewer common warriors. They run to the marsh if he is slain and they have twenty or fewer warriors. Shesht uses his spells to aid and support his kin rather than directly attacking the soldiers.

To make it easier to run the fight, treat each half of the keep as a separate battle, focusing on the side the PCs can interact with and assuming the other side is in a stalemate (otherwise there are too many combatants to deal with and the battle slows to a crawl).

If the PCs attack, one group from each task (door and balcony) breaks off to deal with the new enemies; this keeps the encounter manageable for the DM and not too overwhelming for the PCs. Their primary goal is the keep and if the PCs don’t appear to be a significant threat the overall force will continue to batter the keep door and plan to use the keep as shelter while retaliating against the PCs; in the face of a swift, strong attack they may maneuver to put one of the corral walls behind them or retreat into the Mistmarsh to make night raids on the PCs.

If the lizardfolk get the door open, the ones at the door move in to fight the soldiers inside while Kushak and the other reinforcements move up the hill to take their position outside the door. This means there’s a short interval where the outside of the door is unguarded and the PCs can move in before the reinforcements arrive—an opportunity for the PCs to get inside and help the soldiers. If the PCs are considering waiting out the siege, remind them of the kidnapped prisoners being dragged through the Mistmarsh; those unfortunate four can’t afford to wait very long.

If the PCs get inside the keep and can help defend it, the lizardfolk continue to make their intermittent attacks until either their numbers drop below the threshold of courage (20, or 10 if Kushak is present), they succeed in taking over the keep, or reinforcements arrive from Diamond Lake; normally this means about five attacks at most while the PCs are present (consisting of 5–7 EL 5 encounters for the PCs, with perhaps one or two of those rated at EL 7 because of two groups fighting the PCs at once). If the lizardfolk flee or retreat, they enter the Mistmarsh at the closest point and march back to their lair (later encounters at the lair include any surviving lizardfolk from the keep attack).

Once PCs enter the keep and things settle down the defenders explain about the kidnapped soldiers if they haven’t had a chance to do so already. When the reptiles broke open the door in the first attack, they knocked out and dragged away three soldiers and their battle mage, Marzena (the PCs should recognize this name, as Hesti Testapod told them his friend’s name when he asked them to escort him here). The soldiers can’t leave the keep to go find them, even after the siege is over, so they ask the PCs to bring back their friends before they become lizard food. The soldiers don’t have any information about where they might be, as there are several lizardfolk tribes and they can’t tell them apart, but when last spotted the kidnappers were headed due south into the grassy area surrounding the Mistmarsh, so that’s a start at least.

If the PCs enter the basement they may discover areas A and B and the spawn of Kyuss waiting there (the major encounter in Part Three: Terror Below). If the PCs encounter the creature before they enter the Mistmarsh, it may escape or overpower them and attack the other soldiers; the combination of foes from within and without convince them to flee their posts and scatter into the hills, hoping that the lizardfolk won’t catch all of them (and death at their hands is certainly better than being turned into an undead thing by the spawn). To keep this from happening (and to preserve Part Three of this adventure), subtly discourage the PCs from entering the basement; launch another lizardfolk attack when they try to explore, have the soldiers press them to rescue their kidnapped comrades as soon as possible for fear of being sacrificed, and so on.

The exterior of the keep and the first floor (accessed by the main door) is shown on the poster map included with this issue. The poster map uses miniatures scale (1 inch = 5 feet) so you can use the poster as a map of the siege.

1. Main Hall

During the siege, the soldiers try to keep at least three of their number here to hold the entry.

A sturdy wooden door formerly protected the keep, but a couple of lucky hits by the lizardfolk broke it open. While the soldiers eventually managed to repel the lizardfolk that got inside and repaired the door by nailing a few planks to it, it’s in much worse shape (treat as a good wooden door with a bar, hardness 5, 10 hp, break DC 20—the DC is lower because the bar is damaged). The door is too large to repair with mending, though a make whole spell returns it to full strength (strong wooden door with a bar, hardness 5, 20 hp, break DC 25).

2. Storage

There is nothing remarkable about these supplies.

3. Cloak Closet

There is nothing unusual about this clothing.

4. Dry Goods Storage

These supplies, if carefully rationed, can last the soldiers about a week. They normally refill their water casks with rainwater from rain barrels on the roof and supplement their food by hunting and trapping small game. The keys to the wine cabinet were on the garrison commander’s belt, and before the PCs arrived a few of the more maudlin soldiers were considering drinking all the wine as they expected to die anyway.

5. Corral

The lizardfolk killed the horses during the initial attack. The one in the doorway has been torn apart and partially eaten.

6. Kitchen

This is a simple kitchen. The soldiers rotate cooking duties (though some of them are certainly better than others) and washing duties.

7. Pantry

As the basement level is cooler than the entry floor, perishable foods last longer here than they would upstairs. Dry goods from area 4 are brought down as necessary for meals.

8. Commander’s Quarters

This was the quarters of commander Garm, killed early in the raid. Like the other soldiers, Garm was wearing his leather armor when the lizardfolk attacked, which is why his chain armor hangs here.

9. Mage’s Quarters

This is Marzena’s room. She normally travels light except for spare clothes— all of her magic items are with her. As she’s a sorcerer she has no need for a spellbook—the notes on the table are just drawings, jokes she’s heard from the soldiers, and drafts of letters to friends and research contacts in nearby cities. Marzena is a laughing battlehardened older woman with an open face, enjoying a relatively simple post in near-retirement.

10. Soldier’s Quarters

The smaller rooms have two sets of bunk beds, the larger ones four. Some have suits of chain mail hanging on the wall, others have leather armor thrown haphazardly on the floor or bed (surviving soldiers changed into better armor as time permitted).

11. Tower Second Floor

The bunk beds provide sleeping areas for six more soldiers. Because of their undesirable location near a high-traffic area, these beds normally go to the newest soldiers assigned to the keep. The balcony wall is a low obstacle, giving cover to anyone on the balcony but allowing those on the balcony to ignore cover effects against attacks outside the keep.

12. Tower Third Floor

The ladder is positioned between the trap doors in such a way that if both are opened a person can easily climb from area 11 all the way up the roof (area 13). The trap door in the ceiling has a bar to secure the keep against invaders from the roof.

13. Tower Roof

There is normally one soldier on duty here keeping a lookout. If no soldier is present, the guards bar the trap door from area 12.

A. Secured Door

Use the following description if the PCs haven’t traveled to the lizardfolk lair in the Mistmarsh, and thus the spawn of Kyuss in area B hasn’t realized its prison door is no longer a barrier.

If the PCs haven’t gone to the Twisted Branch lair, the spawn of Kyuss is still trapped in area B (or at least contained behind a door). If they open the door (which requires breaking it open or pulling all the nails, either of which alerts the spawn to their presence) the spawn is ready for them and attacks the first creature it sees. If it defeats the PCs or they retreat, it pursues them elsewhere into the keep until it finds easier targets (such as the common soldiers).

If the PCs come to this area after dealing with the Twisted Branch lair, the spawn has figured out it can escape from its prison and has begun raiding the other levels of the keep for victims. Use the following description for this area under these circumstances.

B. Spawn Room (EL 5)

If the PCs haven’t traveled to the lair in the Mistmarsh, use the following description for this area, otherwise use the description given in Part Three of this adventure.

Two years ago the soldiers were working on an escape tunnel here. When their resident wizard turned into a spawn of Kyuss, they managed to trap him in the incomplete tunnel, shut the door, and lock it inside. After a few hard tries on the door it gave up trying to escape and settled itself in for a long wait. When one of the lizardfolk that got all the way into the keep broke the lock on the door, the spawn sensed something was different about its situation, but it hasn’t yet tried to break open the door.

Part Two: Into the Mistmarsh

The Mistmarsh is an area of wet ground, grassland, shallow streams, and strange hazards that rests in a bowl-shaped depression in the middle of the Cairn Hills. The marsh is over sixty miles across at its narrowest point. It has no clear border, as it is surrounded by a fringe area of drier grassland. It is named for the harmless mist that lingers from two hours before sunrise to until midmorning, and again for several hours after sunset; the mist limits visibility and also seems to muffle sound. The waterways are either too shallow for boats or too infested with crocodiles. Small ponds are common but never very deep. The drier parts are muddy (often calf-deep on a human) and occasional “islands” of mangaroo trees are really just great tangles of roots and branches that require climbing rather than walking. These factors make travel slow in the Mistmarsh, limiting exploration to its fringes except for dedicated adventurers or those with magical means of bypassing its obstacles.

The most significant threats in the marsh are the warring tribes of lizardfolk, a pack of ghouls, crocodiles (including giant crocodiles), giant vermin, and cockatrices (rarely seen, but the many statues in the marsh attest to their presence). Blink dogs live in the swamp but avoid humanoid creatures. Clouds of insects are a constant irritation, and in the summer mosquitoes grow so thick as to discourage all but the hardiest traveler. The abundant hiding places for smaller creatures make the Mistmarsh a haven for small game, mainly birds, small reptiles, and wary mammals like boars and deer.

The Mistmarsh is a daunting place, with many great dangers and enough natural hazards to slow most exploration to a crawl. The lizardfolk lair is 23 miles into the swamp. Fortunately it’s almost due south of the keep and the PCs are trailing a group of lizardfolk with prisoners, so even a party without a tracker can find it under these circumstances, though it takes longer.

Most places in the Mistmarsh count as a shallow bog (see the Dungeon Master’s Guide, page 88), though some places are deeper and count as a deep bog. In areas of shallow bog it costs 2 squares of movement to move one square (so characters move at half normal speed), and the DCs of Tumble checks in the area increase by +2. PCs traveling at speed 30 can cover 12 miles per day (8 hours of travel) in marsh terrain (see Player’s Handbook, pages 162– 163). A character leading the PCs can make one DC 12 Wisdom (Survival) check every four hours of travel to find the best path through the Mistmarsh and avoid serious obstacles; each successful check adds two miles to the distance traveled in that four-hour period.

The lizardfolk do not follow an actual trail, though they do stick to the drier areas because they are carrying prisoners. Tracking the lizardfolk requires a DC 4 Wisdom (Survival) check each mile traveled; tracking them forces the PCs to move at half speed or take a –5 penalty on their Survival checks. The morning and evening mists of the Mistmarsh add +3 to the DC.

The lizardfolk stop to rest at night but have at least half a day’s head start (6 miles plus the time PCs spend at the keep, if any), so unless the PCs push on through the night they won’t be able to catch their prey before the lair. If the PCs do push on at night, roll for an additional night-time encounter (see below) and note that the Survival DC increases at night (see the Track feat).

Roll for encounters once per day and once at night using the following table.

Ghouls: This pack of ghouls is one of several haunting the Mistmarsh. The cunning creatures use tactics against their opponents, including ambushes (in particular they like to lay prone in pools of murky water, rising when enemies are in reach).

Ghast and Ghouls: As above, except the ghouls follow an even more cunning ghast.

Lizardfolk: These lizardfolk are not of the same tribe as those attacking the keep, and are investigating the intrusion of other lizardfolk through their territory. They’ll aggressively attack any group they feel they can kill.

Crocodiles, Spiders, Constrictor Snake: These creatures use normal tactics for their kind, waiting in the water to snatch and drown an opponent.

Cockatrices: The first time this encounter appears, the PCs find the petrified remains of some other dangerous swamp creature (any other creature on the table except the undead), evidence of cockatrice activity. The PCs don’t encounter the cockatrices until the second time the encounter is rolled. Optionally, the PCs always encounter the cockatrices on the return trip from the lair if they discovered the statues on the way in.

The Twisted Branch Lair

The tribe’s lair is in a slightly elevated part of the swamp, built within and under an incredibly old grove of mangaroo trees. The entrance is a hard-to-find gap in the mangaroo root structure, with tunnels weaving through the roots and into the earth, even to the point of delving below the water level in the deepest parts. The trees are so green and saturated with water that they won’t burn except with extreme effort; even a fireball only causes surface damage and some smoldering. Any largescale attack causes all able lizardfolk in the lair to spill out as a horde and swarm over the enemy forces responsible.

Mangaroo roots and branches support the ceiling and walls of the lair, making it relatively easy to climb anywhere in the lair (Climb DC 15). However, most of the ceilings in the lair are no more than 7 feet high. Roots occasionally stretch over the floors, but the inhabitants try to cut them away to prevent tripping hazards (areas with many roots on the floor note this in the area description). Areas marked as stairs on the map are actually sloping hallways rather than true stairs.

Water (whether from rain or condensation from the daily mists) trickles on the mangaroos and drains through the earthen walls, floor, and ceiling in the lair. It drips almost constantly inside and creates tiny puddles everywhere; the place is humid and mosquitoes buzz in most rooms (the scaly skin of the lizardfolk makes them immune to the bites). Some of the exterior walls of the rooms aren’t earth but several feet of intertwining trunks and branches; this means that air circulates through the lair and you can’t suffocate its inhabitants just by plugging the obvious entrances. The noise of the dripping water, whistling air, the creaking of the mangaroos, and the acoustics of the irregular shapes make it difficult to hear or pinpoint sounds within the lair (add +10 to all Listen DCs within the lair).

Some of these rooms—particularly along the southeastern end of the lair—are close enough to each other that despite the penalties on Listen checks, a loud or extended fight is almost certain to attract attention from neighboring rooms. This means that unless the PCs are careful they’re likely to end up fighting a dozen or more creatures at once and may be overwhelmed. Stealth, ambushes, and silence spells can help keep the encounters manageable.

Some of the rooms are close enough to the outer edge of the lair to let a little daylight filter in (this is noted in the room description). During the day these rooms are treated as if they had shadowy illumination. It’s possible to cut through these narrower sections of tangled mangaroo; each is 5 to 10 feet thick rather than the 20 or more feet in other areas (hardness 5, hit points 5 per inch of thickness). All other rooms are dark at all times. The lizardfolk keep fires burning in some rooms and carry torches made of bundles of dried reeds when they need light.

The omnipresence of plant matter in the lair gives druids and rangers plenty of opportunity to use spells that rely on plants, such as control plants, entangle, and snare. Diminish plants thins the mangaroo growth in the area, reducing the Wisdom (Perception) check DC modifier to +5 and increasing the light in outer-edge rooms to normal rather than shadowy illumination during the day. Tree shape lets a PC take the form of a cluster of roots or branches and blend in with the existing growth (though the lizardfolk recognize the growth as new and investigate it). Tree stride gives the caster a multiple-use teleport that lets him instantly travel anywhere in the lair.

The lizardfolk patrol near their lair in pairs for 12-hour shifts, two pairs on patrol at any time, ranging out to about a hundred feet from the edge of the mangaroo grove. At night one of the harpies from area 4 watches over the outside from a perch in the mangaroo trees, using darkvision to see what the lizardfolk cannot. Careful PCs can eliminate these sentries quietly while they’re away from the lair, reducing the number of lizardfolk within the lair (sentries come from any of the rooms marked 6).

If one sentry patrol disappears, when the missing guards are noticed the leaders double the number of sentries on duty; if two patrols disappear the remaining lizardfolk hole up in their lair for a few days to consult omens and to see if anyone tries to invade (this of course is bad news for the human prisoners, who are soon eaten to preserve the tribe’s food stores).

Normally the lizardfolk would have 5-person hunting parties in addition to their patrols, but they have stocked up on food in anticipation of the raid of the keep, so they don’t need to hunt for at least four days. All of the lair’s rooms inhabited by lizardfolk have some amount of meat set aside for this time, usually deer or snakes but in some cases a small crocodile or an unlucky member from another lizardfolk tribe.

Most of the lizardfolk in the lair are typical members of their kind. Exceptions are the lieutenant (area 7), shaman (area 8), and lizard king (area 9). All of the lizardfolk in the lair are adults (lizardfolk mature quickly, and the last two years the tribe’s hatchlings haven’t survived to adulthood).

Unless the PCs caught up to the lizardfolk leaving the keep, the human prisoners are within the lair and are due to be sacrificed two per day starting the day after the PCs arrive. The sacrifice is a ritual performed (reluctantly) by the shaman in front of the tribe and culminates with the king eating part of the victim and sharing the meat with the rest of the tribe. The parts left over are fed to the tribe’s pet otyugh.

The early areas in this part of the adventure may seem like a simple and straightforward lair raid on an aggressive tribe of monsters, but a few strange elements (the slight changes in the appearance of the lieutenant and lizard king, the worm-infected creature in area 6D, and the shaman’s reluctant behavior) provide clues that something strange is going on, culminating in the presence of draconic kobolds and the black dragon egg in the hatching chamber.

The lair is a dynamic place; the inhabitants don’t simply wait in their rooms for the PCs to arrive. One or two creatures wander from one sleeping room to another about every 30 to 60 minutes, making it more likely the PCs (or the aftermaths of their battles) are discovered.

1. Concealed Entrance

Finding this entrance requires a DC 12 Intelligence (Investigation) check. Lizardfolk use this entrance at least once an hour to hunt tiny creatures in the vicinity of the lair, patrol, and so on, so PCs have the opportunity to discover the general area of the entrance without searching the entire exterior. The hourly hunting forays are for mice, large insects, tiny snakes, and other such creatures easily found within a hundred feet of the lair; larger hunting parties leave every few days for larger game, but with the arrival of the human prisoners they can put off such a hunt for a while.

The roots and branches concealing this entrance are flexible, easily pushed aside to allow access to the tunnel (no Strength check needed). They drop back in place one a creature passes, so unless the PCs cut through them on the way in or out there is no way for the lizardfolk to know that anything is amiss.

The first 20 feet of the hall receive filtered sunlight if it is light outside, enough to see perfectly well once the eyes adjust to the dimmer light (treat that part of hall as having a light source that illuminates 10 feet). Beyond this area it is dark and PCs must rely on darkvision or their own lights.

2. Alcove

This alcove holds a few extra weapons for lizardfolk going on guard patrol or hunting. The water pot is partly to refresh anyone coming in or out but has a minor ceremonial purpose for some rituals (it is decorated with simple shapes—mainly eggs—representing important concepts in the lizardfolk religion).

If the lizardfolk are on alert for attacks, one or two guards are posted outside this alcove, but the area is usually empty.

3. Compost Pile (EL 3)

This is used as a small compost pile by the lizardfolk, and any character with at least 1 rank in Knowledge (nature), Profession (farmer), or Survival recognizes it as such—the pile’s configuration is too regular to just be a garbage area, and shows signs of being raked. Though most of their garbage goes to the otyugh in area 5, the lizardfolk keep this area because it’s more convenient to those living in the southeastern part of the lair, and because it provides a home for an assassin vine kept as a guardian creature by the tribe’s shaman.

Creature: The assassin vine isn’t mobile (the druid trims its mobility vines on a regular basis) and only has a reach of 10 ft. (the druid cuts its longer vines), so it is forced to live on whatever the lizardfolk bring it. Though it is not intelligent, the druid has conditioned it with plant-affecting spells to not attack any lizardfolk who come near it. It is still likely to attack any lizardfolk that actually touch it, so those leaving garbage for the compost pile do so in pairs and throw what they carry from a safe distance. The plant has no conditioning preventing it from attacking other creatures and welcomes the opportunity to vent its rage (such as it is) on “safe” creatures. The vine clings to the western wall above the compost pile. Because it is surrounded by mangaroo growth, it blends in well with its camouflage ability, and that same growth gives it plenty of useful material for its entangle ability. Because it cannot flee, the plant fights to the death.

4. Harpy Nest (EL 5)

This room is close enough to the outer edge of the mangaroos that shadowy light filters in during the daytime. Unlike the other rooms in the lair, this room has a high ceiling (15 ft.) and a concealed exit near the ceiling leading outside, which the harpies use to get in and out of the lair. At night the harpies take turns hunting in the swamp and watching over the lair from several perches on its outer surface, so if the PCs come to this room at night both harpies are usually gone.

Creatures: The two harpies that live here are guardian pets of the lizardfolk. The reptiles give the harpies a safe place to sleep, tasty carrion to eat, and occasional humanoid sacrifices to “play” with, and in return the harpies watch over the lair at night. Because the harpies have darkvision, they’re much better night guards than the lizardfolk, and they are adapted to a nighttime schedule, waking around sundown and going to sleep a few hours after dawn.

The unusual acoustics and other distracting noises of the lair mean that the if the harpies use their captivating song ability inside, it only reaches about 20 ft. beyond their room; creatures outside of this area have normal chances to hear the song but are not affected by its magic. The harpies speak Common and Draconic.

The EL of this encounter is reduced from 6 to 5 because the harpies have limited mobility within the small room and can’t use their flight (and Flyby Attack feat) to its fullest extent. Outside the lair, harpy encounters are at their full EL.

Treasure: The harpies keep a small cache of treasure hidden here at the location labeled C on the map. This treasure can be discovered with a DC 15 Intelligence (Investigation) check, and consists of 171 cp, 320 sp, 195 gp, three pieces of quartz worth 20 gp each, a dirt-encrusted circlet of persuasion, and a pair of boots of striding and springing made out of exotic red scaly leather.

5. Garbage Room (EL 4)

Surrounded by roots and earth, this room smells like a garbage pit built on a cesspool. Puddles of fouled water are everywhere among the filth, and animal and vegetable matter is heaped about in low piles, some of it covered with bright spotted mushrooms, others being rolled into spheres by hand-sized beetles.

Creature: This is the tribe’s garbage pit and also the home of their pet otyugh. The creature was captured when very young and raised by the tribe; now it’s grown almost too big to get out of the lair. The otyugh rests under a heap of trash near the entrance to the room, leaving only its eyestalk exposed. It’s an eager creature and likes to immediately pick through whatever the lizardfolk bring it. It rears up and attacks any non-lizardfolk that come into the room or within reach. Unlike most of its kind, the otyugh speaks Draconic rather than Common.

Treasure: The dung beetles are harmless. The mushrooms are unusual, though, and any creature who makes a DC 12 Intelligence (Nature) check recognizes them as a more benign variant of the poisonous striped toadstool. A spotted mushroom cap is about the size of a Portobello mushroom, and if eaten it cures 1d4 points of Intelligence, Wisdom, or Charisma damage (whichever is the most damaged, random if there is equal damage), but the creature must make a saving throw (Fortitude DC 15) or be dazed for 3d6+10 minutes (treat this dazed state as a poison effect). There are eight mature mushrooms growing in this room (immature mushrooms have no effect), and they retain their potency for one week after harvesting. A character with Knowledge (nature), Survival, or Profession (apothecary, cook, or herbalist) can spend one hour preparing and drying the mushrooms so they remain potent indefinitely. The mushrooms can be sold in most markets for 100 gp each (market price 200 gp). Eating a mushroom is the same as consuming a potion (it requires a standard action, provokes an attack of opportunity, and so on).

6A–6E. Lizard Lairs (EL 4 or 5)

Creatures: The configuration and inhabitants of these five rooms is essentially the same, home to several lizardfolk who attack any “soft-skin” who dares to enter their lair. Each room is normally the sleeping area of ten to twelve lizardfolk, but many of the tribe were at Blackwall Keep so there are currently 5 lizardfolk staying in each of these rooms. The 4 patrolling lizardfolk are drawn from those staying in these rooms, so there are normally 21 lizardfolk spread among these five rooms at any particular time (4 rooms of 4 lizardfolk, 1 room of 5 lizardfolk).

One of the lizardfolk in 6C is an unsuspecting host of an undead parasite. This creature swallowed a slow Kyuss worm (see sidebar) in a potion provided by the tribe’s shaman (originating from Ilthane) and is now hosting a growing colony of worms within his flesh. In a few days he’ll succumb to the parasites and turn into a spawn of Kyuss, but if killed by the PCs he falls dead and one round later the desperate worms crawl out of his flesh and die on the floor. Any other lizardfolk that see the worms are horrified, remembering the loss of their eggs two years ago, and flee to tell the shaman and king what happened (to the point of ignoring the PCs). Depending on the circumstances of the infected reptile’s death (for example, if killed by a spell rather than a weapon), the other lizardfolk may blame the PCs for the worms, destroying any chance for a peace between the tribe and the PCs. A DC 15 Wisdom (Medicine) check reveals the infestation for what it is. Remove disease or a similar effect can save the lizardfolk. If the PCs cure him, any lizardfolk in the area are impressed enough with their actions to encourage the PCs to seek out the shaman Hishka to report their findings.

Treasure: Each lizardfolk has 50 cp, 30 sp, and 10 gp. Half of them carry an egg carved out of exotic hardwood, a religious fertility symbol worth 10 gp.

7. Lieutenant and Prisoners (EL 5)

Creatures: A large lizardfolk wearing armor made of spider-carapace and a normal-sized lizardfolk dwell here. The bigger one has a black tinge to the scales around his mouth. The larger armored lizardfolk is Kotabas, the lieutenant of the lizard king (area 9) and is utterly loyal to him. Like the king, he drank the alchemical dragon elixir provided by Ilthane and has unusual abilities because of it. The normal lizardfolk is the lieutenant’s mate and is loyal to him (while he lives, she will not leave his side); she uses flanking and the aid another action to augment him in combat. The lieutenant is a brute and enjoys bullying other creatures; if there are any Small PCs he preferentially attacks them, though he doesn’t ignore larger threats just to pursue his cruelty.

Two human soldiers captured from the keep are here, bound and unconscious. If the battle goes poorly for the lieutenant and his mate, they may threaten to harm the captives to convince the PCs to back off or offer the captive to the PCs in exchange for allowing the lizardfolk to retreat. The lieutenant is cruel enough that he may attack a captive just to taunt the PCs into action.

8. Shaman and Prisoners (EL 7)

Creatures: A stooped lizardfolk wearing necklaces and bracelets of animal’s teeth stands at the ready, a snake coiled nearby. In one corner of the room are two human prisoners—a male soldier and a female mage—unconscious and bound. The shaman, Hishka, is wary but not immediately hostile (unless the worm-infected lizardfolk in 6C is dead and witnesses told the shaman that the PCs are responsible for the worms). Hishka is one of the chosen few of Semuanya, a sterile hermaphrodite gifted with an unusually keen mind. The shaman is unhappy with the aggressive stance of the new king, believing that open hostilities against the much larger population in the Free City will only spur the humans to greater excesses of aggression against the lizardfolk tribes, but is at a loss as to how to remove the king from his position of power.

Hishka believes that survival of their tribe (and the lizardfolk race) is crucial; despite any bloodshed the PCs have caused in the lair, the shaman wants to negotiate a peace, preferably one involving the PCs killing or chasing off the current king and his lieutenant. If the PCs agree to get rid of these aggressive leaders, Hishka hopes to convince the rest of the tribe to cease its raids for at least a month or two, hopefully long enough for the PCs to arrange a treaty with the Free City. Hishka doesn’t know much of the ways of civilized folk, but believes that if the PCs can get them to agree in writing to leave their tribe alone, they’ll honor it. Hishka speaks Draconic and a little bit of Common, and offers the soldier prisoner in exchange for an agreement to get rid of the current leaders, and the mage when the PCs have taken care of the problem. Hishka also accepts offers to have someone trustworthy guard their eggs, and can even be bribed if there’s enough money involved (at least 2,000 gp worth, enough to relocate the tribe, make gifts to new allies, and so on).

When the lizard king recognized that Marzena was a spellcaster, he broke her jaw and many bones in her hands to prevent her from using spells to escape; the shaman has tended her as best it could given the circumstances (she’s unconscious and due to be sacrificed in a few days anyway) but only time or healing magic can mend her bones. The shaman could cure her broken bones, but isn’t brave enough to go against the king quite yet.

If the PCs choose to attack, Hishka fights back sadly, relying on summoned creatures and Seskitar for defense. A survivalist at heart, Hishka is willing to abandon its animal companion if such a sacrifice can guarantee escape (preferably toward area 10 and eventually to the egg chamber at area 12). A wise creature and a skilled priest, Hishka knows its value to the lizardfolk race is more important than dying at the hands of “soft-skins.” Even if everyone in this tribe dies, the shaman is sure it can find can find a place in another tribe.

9. Lair of the Lizard King (EL 8)

Creature: Reclining on the throne is a strong-looking lizardfolk with a mottled pattern of black scales and forward-sweeping horns. Quick as a flash of lightning, he leaps forward with claws extended and a snarl on his scaly lips when the PCs intrude in his throne room.

This is Shukak, the “king” of the tribe. Captured young when his original tribe was slaughtered, he was raised as a slave in the Free City Arena. He eventually escaped back to his native swamp, where Ilthane found him and whispered words of vengeance in his ear. The dragon steered Shukak to the Twisted Branch tribe, where he challenged and killed its leader. Coupled with the tribe’s loss of its hatchlings two years ago, the Twisted Branch lizardfolk were easy to goad into an alliance with the dragon and the attack on the keep. Confronted by the PCs in his own lair, the “king” knows he must defeat them to maintain his status and the tribe’s morale. Ilthane gave him a special elixir made of alchemically-treated dragon’s blood and he has some atypical abilities because of it.

Shukak knows that spellcasters are his most dangerous opponents and often the easiest to drop, so while his experience and pride urges him to deal with fighters, he goes after spellcasters first, then sneaky-looking rogue types, then all others. He makes as much noise as possible in order to draw assistance, taunt his foes (in Draconic and halting Common), and gain an audience for his prowess. He knows that without this tribe he loses the dragon’s support, so he fights to the death.

10. Submerged Tunnel

The tunnel becomes completely submerged 40 feet beyond the start of the water and winds generally westward for 100 feet before fully emerging again shortly before area 11 on the Egg Chamber map. PCs must hold their breath and make DC 10 Swim checks to cross this area.

Trap: This section of tunnel is protected by several snare spells. The walls along the first 10 feet of the pool bear knotted leather cords tied to the roots marking the general area of the traps (DC 12 Wisdom (Perception) check to notice the cords), though as the cords define a 10-foot stretch of water and the snare spells only fill half of that it’s not a guarantee that strangers will recognize the actual dangerous areas. Because the snare is underwater, the Search DC to find it is 27 instead of the normal DC 23. The snare isn’t configured to lift a creature off the ground, just to slow it down long enough for the tribe to catch up to it.

11. Kobold Guardians (EL 8)

A wall of stacked rocks makes up the southwest part of this room, and beyond the northwest end is another room with water on the floor.

Creatures: Eight black-scaled kobolds stand guard in this area, armed with spears and wearing rusty chain shirts. The kobolds are “gifts” from Ilthane, stationed here to guard the lizardfolk eggs (ostensibly to protect them from intruders, but actually to keep the lizardfolk from interfering with Ilthane’s plans for the eggs). While not half-dragons, they are the result of several generations of tribeslavery, selective breeding, and elixir use by Ilthane, and are superior to normal kobolds. The draconic template they possess is detailed fully in the Draconomicon.

The draconic kobolds attack any nonlizardfolk who enter the area, as well as any lizardfolk who seem hostile or intent on moving the eggs.

Treasure: In a north corner of the room is a small, unlocked chest that contains four dark glass vials—potions of cure light wounds, each contaminated with a slow worm. The kobolds are under orders from Ilthane to not open the chest or use what’s inside; it’s intended as a trap for any creature that slays them.

12. Egg Chamber (EL 8)

This chamber holds all of the tribe’s eggs, an unusually large number for a tribe this size. The black dragon Ilthane offered to guard the eggs as a favor to the tribe, placed one of her own eggs here as a token of trust with the tribe, and dug the western tunnel to give herself easier access. If any lizardfolk come to this area while the PCs are here, they are extremely cautious about their eggs, going out of their way to not provoke the invaders to harm the eggs, but retaliating brutally if any damage occurs (+2 morale bonus on attack rolls and weapon damage).

The eggs extend above the waterline and are easily spotted but are so numerous that any creature moving through the area must make a DC 4 Dexterity (Acrobatics) check each round they travel more than half speed; failure means they break 1d2 eggs. Area attacks that deal 1 or more hit points of damage automatically kill all eggs in the affected area.

Creatures: Unbeknownst to anyone but the dragon, the black egg doesn’t contain a growing dragon, but a large number of Kyuss worms provided by Dragotha. Ilthane’s intent is that when the eggs hatch, the worms will bore through the black egg’s shell, swim through the water, and infect all of the hatchlings, giving Ilthane (and Dragotha) a small army of new spawn of Kyuss to overwhelm the adults of the tribe and any other creatures that oppose them.

The dragon egg has hardness 5 and 5 hit points. If broken open with weapons or weaponlike spells, the worms inside spill out and begin boring into the lizardfolk eggs, advancing at a rate of 5 ft. per round through the watery area (their progress is obvious, as they stir up the water when they move). Once a worm invades a small egg, the hatchling inside breaks free 1d4 rounds later as a Kyuss spawnling, an undead swimming thing intent on killing all living creatures it discovers. The worms may slither up a character’s legs, but since they aren’t quite mature yet, they cannot transform larger humanoids into spawn of Kyuss and are ultimately harmless.

Other methods of attacking the dragon egg produce different effects.

• If the egg takes 10 or more points of cold damage, the worms inside it are stunned for 1 round. Any cold damage applied to an area of water stuns the worms in that area for 1 round (delaying their movement) but also kills any lizardfolk eggs in that area. • Remove curse or remove disease (and more powerful versions of these spells) kills all the worms in the egg but doesn’t otherwise affect its shell. The caster can also direct the spell at the water, affecting a number of 5-foot squares equal to the caster level and killing all swimming worms within that area, though if used in this manner it doesn’t affect worms that have already infected a hatchling (that requires a targeted use of the spell).
• Pouring silversheen onto the egg destroys it and its contents instantly. Silversheen poured into the water destroys swimming worms within a 10 ft radius.
• If it takes 20 or more points of fire damage, the egg and worms are destroyed, resulting in a wet greenbrown paste which a character with the Brew Potion or Craft Wondrous Item feat can use to make 4 doses of Kyuss worm paste or Kyussbane oil (see sidebar) by spending one day per dose crafting the item. No gp or XP expenditure is necessary to make either of these items as long as the character has the feat and the raw paste. A DC 20 Knowledge (arcana or religion) check is enough for a character to recognize this quality of the burnt worms.

Treasure: Underwater near the dragon egg is a waterproof chest of oiled wood that is Ilthane’s final contingency against the destruction of her horde of spawnlings. The box contains a fair amount of treasure intended to lull the PCs into a false sense of security about their victory. The chest contains 5320 sp, 1,930 gp, 21 pp, and six dark glass vials—potions of bull’s strength (2), cure serious wounds (2), haste, and invisibility, each contaminated with a single slow Kyuss worm. The chest also contains a minor spell storing ring. The ring currently contains no spells; Ilthane intended to keep a remove disease spell in the ring in case of accidental worm infestation, but never got around to it.

Development: If the lizardfolk see the worms, their reaction depends on earlier events. If the infected warrior in area 6C is still alive, the lizardfolk realize that something is very wrong and the dragon is probably responsible. They try to keep the worms from getting to their eggs, charging into the egg chamber and carrying eggs to safety. If the PCs help in this endeavor, the lizardfolk gratefully accept their assistance and this act helps smooth relations in the aftermath of the worm battle. As the Kyuss spawnlings are unable to leave the water at this time, removing the eggs from the water makes them safe.

If the lizardfolk believe the PCs are responsible for the worms in the body of the infected individual in 6C, the presence of the worms in the egg chamber is “proof ” of the PCs’ guilt and they attack in a rage (+2 morale bonus on attacks and weapon damage).

Given the number of lizardfolk eggs (more than 200), it’s very easy for this situation to grow beyond what the PCs can control. Moving eggs out of the water, establishing a solid barrier that the worms can’t cross, or draining the water are the best options once the worms are unleashed, though using an area attack to damage all infested areas also works but kills all eggs in that area. If the spawnlings aren’t destroyed, in about a week they transform into a walking form that can survive out of the water and become a dangerous menace in the swamp and eventually other nearby terrain under the direction of Ilthane.

13. Large Submerged Tunnel

This wide tunnel quickly slopes downward and plunges underwater. The water is stagnant and covered with a layer of scum and tiny floating plants Ilthane uses this tunnel to access the egg chamber, though she hasn’t been here in over a month. The tunnel runs northwest for about 200 feet and finally emerges at the bottom of a deep pool of water in the Mistmarsh.

Part Three: Terror Below

When the PCs return to Blackwall Keep, they find the soldiers in a panic. It seems that one of the lizardfolk who entered the keep on the initial raid reached the basement level and smashed the lock on a certain door in the ground floor, thinking the extra security meant treasure was inside. The monster once locked behind the door is now free to roam the keep and has snatched two soldiers, dragging them into the basement. The soldiers have used spare wood and doors to barricade the entrance to the basement, but the creatures (they now hear more than one creature moving around so they know the monster hasn’t eaten the two captives) are strong enough that it’s only a temporary solution. They apologize to the PCs for not telling them about the threat earlier, but they still felt reluctant to kill the creature that was once their friend, and thought that by locking it away it would die or they would find a way to save him. As an example of the strength of their secrecy, even Marzena didn’t know about the captive spawn, as she was told the last mage went mad and wandered into the swamp one night. The soldiers can describe what their friend looked like when he changed (a zombie-like creature with green worms crawling in his flesh) and the glimpses they’ve had since then confirm this appearance.

Three spawn now wander the basement level of the keep, forcing the soldiers to share space in the upper levels. The undead trio batter at the soldiers’ barricade every day, and when they break through they grab any soldier within reach, two or more of them grappling their captive, hauling him back to the basement to let the worms do their work (and giving the soldiers time to rebuild the barricade). This shows the monsters aren’t mindless zombies and use tactics. Like all spawn created recently in the service of Ilthane and Dragotha, their objective is to multiply rather than kill, so they snatch opponents one at a time rather than trying an open battle where potential prey may be killed.

Depending on how long the PCs took to deal with the lizardfolk, soldier reinforcements from Diamond Lake should be at the keep. Though Hesti Testapod remains at Diamond Lake, he gives the captain of the reinforcements a letter for the PCs asking them to escort Marzena to Diamond Lake so he may discuss what she knows about the green worms.

Concluding the Adventure

When the PCs bring Marzena to Hesti Testapod, he is grateful for their help and eager to hear the news of their most recent adventures. Marzena tells Hesti Testapod what’s she’s heard about green worms in the Cairn Hills, but unfortunately her news offers little new information apart from confirmation that spawn of Kyuss are increasing in number throughout the Cairn Hills. This information and the PCs’ report convinces Hesti Testapod that there is something larger going on, and he tells the PCs about an “old friend” in the Free City, a sage named Eligos who knows a great deal about strange monsters. Their next step is to visit Eligos in the Free City and share Hesti Testapod’s compiled notes and their own experiences. Armed with this information, the sage ought to be able to determine what sort of threat the green worms represent to the region and how it can be countered. Note that if the PCs agreed to talk to Free City officials on behalf of Hishka, the need to meet Eligos gives them a convenient excuse to travel there and arrange for a treaty between the Free City and the lizardfolk of the Mistmarsh.