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Summary:

The party learns the whereabouts of an assassin who has been targeting its members and pursues the assassin to his home plane.

Assumptions:

This scenario has been written for the Heroes of the Gem, that group of PCs who took part in the 2nd Edition AD&D Therran campaign and saved the world. Therefore, the scenario assumes that the PCs are worldwide heroes who are powerful and well known and who have their own kingdoms.

The scenario uses specific references to the Heroes of the Gem and to the Kingdom of Slumber. However, this scenario could certainly be adapted to any set of high-level heroes who run their own kingdoms. It is recommended that DMs read up on the Heroes of the Gem in order to fully understand all parts of this scenario.

Location:

The Kingdom of Slumber.

Historical Date:

21 N.S. (5535 A.D.), Autumn.

GM's Introduction:

It is a certain thing that famous and powerful heroes make powerful enemies. This is especially true for those heroes who helped cast down the Deceiver, caused his servants to be exiled, and slew a great many of his minions.

One such was a powerful arcanaloth named Zirriloyut. He was a researcher for Demogorgon who specialized in portals and planar gates and was responsible for bringing a great many of the otherworldly forces to Therra from the netherworld.

When the gods were awakened, they rounded up most of the outsiders on Therra and slew or banished them. They also strengthened the cosmic barrier imposed around Therra by the Deceiver, barring most outsiders from returning to Therra except at the bidding of mortal wizards who could pierce the veil.

Zirriloyut, however, was well versed in weak points in the fabric of the cosmos and he constructed a planar portal deep within the dungeons of his keep and managed to hide its presence from the gods. When the gods re-entered slumber, Zirriloyut returned to Therra and began to rebuild his power base.

However, Morg and his cohorts learned of the presence of the arcanaloth and stormed his keep and Zirriloyut was slain by the Hero in single combat. The arcanaloth's material form was slain and his spirit was returned to the netherworld. However, Morg took Zirriloyut's head and mounted it as a trophy in his throne room.

This angered the wicked arcanaloth, for not only had Morg been responsible for his downfall on Therra, but the grave insult he bore by having his head mounted in Morg's throne room caused Zirriloyut to lose stature amongst his evil peers as well.

Three times the arcanaloth attempted to regain the head and to slay Morg. Three times he failed, his spirit sent screaming back into the netherworld.

Now, Zirriloyut realizes that he cannot, himself, defeat Morg, despite his desire to see Morg die at his feet. Therefore, he has hired a professional assassin of the netherworld and directed him, for considerable payment, to slay Morg and to recover the arcanaloth's head. He has also directed the assassin to, if possible, bring Morg's head to Zirriloyut so the latter can mount Morg's head in HIS throne room as a sort of turnabout-is-fair-play.

The assassin has been given a key to the planar portal, so that it can open and shut it (something Zirriloyut never needed, since he was the creator of the portal), and has brought along a great beast to aid him.

Unfortunately for Zirriloyut, the assassin has chosen to strike on the very day of the year that the Heroes gather to recall the sacrifice made by their comrade, Khenni the Rogue. And so, instead of merely fighting Morg and his retainers, they must deal with a majority of the Heroes assembled.

Player's Introduction:

Tomorrow is the Feast of True Sacrifice, the day when the sacrifice made by Khenni the Rogue is honoured. The day coincides with Khenni's birthday, and is usually used as an occasion for the Heroes of the Gem to gather, get reacquainted, and for the Tale of Khenni to be recounted, so that his selfless deed will never be forgotten.

Many of the Heroes are here. Morg is here of course, for the Feast is held at his castle. Also here are Morg's wife Avoria and his four children.

Queequeg has arrived as well, with his familiar Trouble in tow.

The Archmagus Eracuss is in attendance too, along with the Mordant priest Lancre and the warpriest Korvar.

Tirolius is also present, with his dog golem Splinter padding at his heels.

Canaris the bard is here, and he intends to tell the Tale of Khenni tomorrow, accompanied by illusions to enhance the tale. All are looking forward to his storytelling prowess.

Imerika could not come, she being sorely needed in her continuing quest to cleanse the Blanthil. Thalonn and Terraf also could not be present, for they are stationed in distant lands with grave responsibilities.

Nonetheless, you have arrived at Morg's keep within the last couple of days and are preparing for the festive, yet somewhat solemn events of tomorrow night.

Part One - A Nightmare of a Feast:

The assassin whom Zirriloyut has hired is a kelvezu, one of the prime assassins of the netherworld. The kelvezu has brought with him a nightmare beast in order to provide a distraction, to soften up his opponents, and to gain him access into Morg's keep. The presence of the nightmare beast has caused everyone in a 10 mile radius to experience horrible nightmares, with a great many of them suffering 1D10 points of damage.

Note: It is this DM's ruling that the damage caused by the Nightmare spell is psycho-somatic damage and not actual damage and, therefore, someone brought to negative hit points solely as a result of the Nightmare spell will not bleed to death or be dying. However, the nightmare damage is presumed to come first from the victim's hit point total, even if other damage was incurred prior to the Nightmare, and so anyone brought to negative hit points from the Nightmare damage who had even 1 point of real damage will be dying and can bleed to death.

The next morning, many people can be seen walking around bleary-eyed and haggard. More than a few persons could not be roused from their slumbers, though they were alive (they were brought to negative hit points). A few persons died in their sleep, mostly in the castle's infirmary.

The same story holds true for the town surrounding the castle, and as the day wears on, dispatches from around Morg's kingdom shows that everywhere in a 10-mile radius from the castle were subjected to horrific nightmares.

Even the party members were subject. Each hero must make a Will save at DC 17. Those who do will vaguely recall having a somewhat restless night's sleep and bad dreams, but will suffer no other ill effects (at the DM's option he rule the PCs remember their dreams [and administer the dreams below] but suffer no damage or ill effects).

Those who fail the will save will recall horrible dreams and suffer 1D10 points of damage and will not be able to regain arcane spells for 24 hours.

Below are some nightmares for specific Heroes of the Gem. DMs can use these for other PCs or make up their own or simply inform the players that their characters had horrific dreams the night before. These dreams should ideally be cut out and handed to each player to read to himself.

Dreams (it is up to the DM if he wishes to administer these dreams even if the Will save is successful):

Korvar:

A nightmare you had last night: You are in the midst of a great battle. Orcs and hobgoblins rage around you in vast hordes and your men are horribly outnumbered, forming a tight knot around you and hacking at the humanoids with gore-soaked blades and bedecked in bloodstained platemail. One of the men turns to you and cries "Lord Korvar, it is your courage that bolsters these men and allows us to live though the hordes of hell are upon us. Thank Aghorrit for your bravery!" At this, a great roiling unsettles your belly. In your hand appears a scroll with the spell Word of Recall written upon it. A voice whispers "Korvar, no amount of courage can save this day. You are lost. The battle is lost. There is no point in sacrificing yourself. Read the scroll and live." At this, a particularly loud clash of arms takes place nearby, unsettling you so much that you begin to lose control of your bowels. So embarrassed are you at this display of fear that you begin to shake and before you know it, the syllables of the scroll are being intoned by you. Your second in command turns and yells "Lord…what are you doing? You cannot abandon us!" but it is too late. As the battlefield begins to fade from view, you see the orcs and hobgoblins raise a cheer and a nearby one bellows "Korvar has fled the field! Now we can assume our real forms and slay them all!" and every one of the humanoids casts off his skin and becomes a balor. The last thing you see is your beloved men being ripped to shreds by vorpal blades and immolated by fiery whips. You awaken with a cry of despair.

Eracuss:

A nightmare you had last night: You are in your summoning chamber in your keep and clearly a great summoning ritual is taking place. At your side is your chamberlain, Harturis. As you prepare the material components for the ritual and check your inlaid diagrams, Harturis begs you not to attempt the summoning, but you dismiss him, for are you not the Archmage? Are you not the head of the Brotherhood? Are you not the mightiest mage of your time? You dismiss Harturis as a weakling and order him from the chamber. After all, you are the scourge of the netherworld and have summoned and slain and humbled and bound many of the Deceiver's most powerful servants. Why should this time be any different? And so you begin to intone the words of power, and in the centre of the chamber, a glow appears, and within the glow, a mist, and within the mist, a shape. As the glow and mist expand, the shape begins to take form. Eventually, the shape materializes, and to your surprise, you recognize the form…it is Biph, the scion of Orcus slain by Demogorgon. In his hands is Changeling, shaped like a naginata. "Biph!" you cry out, "how are you here? I have called for a great lord of evil to appear here in my chambers and instead you come? Why?" Biph laughs. "Women are ever fickle dear Eracuss, but cambions even more so. I have learned much in the presence of the lords of evil. Did you think I died that day? Nay! I was taken and taught and tormented and now I have reconsidered. Now I have decided that evil is the true path…my true calling." You feel despair rising in you. "What is your intent then? To slay me?" "No," says Biph, "my intent is to slay everyone important to you and to watch you suffer. You take pride in your reputation, in your great name. I shall let it be known that you summoned me and that you lost control of me and that you unleashed me on this unsuspecting world. The name of Eracuss shall become synonymous with the name of bumbler, incompetent, UNWORTHY!"  With that, anger competing with fear in your breast, you intone your most powerful spell of banishment. Alas, Biph merely yawns, laughs, and then crosses over your most potent magic circle without hesitation. He yells a strange word and a wall of your summoning chamber falls into rubble. Biph quickly steps out and there is a short, sharp scream and then another blast as another wall collapses. Regaining your wits, you bolt through the rubble in time to see the lifeless body of Harturis amidst the rubble, his face contorted in a rictus of agony. Beyond, the path of destruction marking Biph's escape stretches to the outer walls of your keep. With a cry of despair you awaken.

Morg:

A nightmare you had last night: You open your eyes to find yourself high above a scene, as if perhaps watching from the second story gallery into a throne room below. Your vision is blurry at first, but as the scene comes into view, you see it is your throne room indeed, and on the steps of your dais is your wife Avoria in the passionate embrace of another man. They are in the violent throes of lovemaking, and Avoria is lying on the hard cold ground, her face visible to you from on high. Her lover is atop her, facing away from you, and he is dressed in dark velvet robes, pumping away furiously. As anger rises within you, you hear the man say "Lovely Avoria, you seem distracted…what ails thee?". Avoria looks at her lover and says "Milord, my husband is awake. I can see him watching me." A laugh escapes the man. "Indeed! I have willed it so. He was such a bad love maker that I thought it a kindness to allow him to observe a real lover in action…as much a kindness as I thought it would be to thee to allow thee to experience true bed prowess instead of the fakery and disappointment you have had to endure for all these long years." You cry out "No!" and reach for your blade, but you suddenly realize you have no hands. Puzzled, you focus upon yourself. To your horror, you realize you have no arms, no legs, and no body. You are merely a head, mounted as a trophy above your own throne. As you begin to wail, the figure laughs and finishes with Avoria, she writhing in ecstasy. "Why have you done this to me?" you cry. The figure turns, revealing the wolfish head of an arcanaloth. "Because you did it to me!" And with that Avoria begins to laugh, as does the arcanaloth. And both glance to the far corner of the chamber. There, under a beam of sunlight streaming in through a window, are the horribly mutilated corpses of your four children. You let out a cry of despair and awaken.

Queequeg:

A nightmare you had last night: You open your eyes to find yourself looking ground level out across the expanse of a hot desert. All you can see is sand, and after your eyes adjust, you look up into a cloudless blue sky into a raging inferno of a sun. Instantly, you realize that your perspective is strange. Your head is at ground level, and when you try to move your arms and legs your predicament becomes clear. You have been buried up to the neck in the ground. Only the comforting whir of your ioun stones, still orbiting around your head, can be heard, for there is not the slightest breeze. An interminable amount of time goes by, and your throat becomes parched and your skin peels off in reddened flakes. The heat is unbearable and you are about ready to pass out when Amedee Amat Manca du Vallombrosa, the defeated head of the wizard's college of Invocation at Ferrantio, appears via teleport. With him is Mordekai, his once apprentice and now master of the school. "Greetings", says Amedee in his oily voice, "I have come to enjoy your final moments. I bided my time. Oh yes. And so did Mordekai. We waited for the right moment to wreak our revenge upon you. And now that time has finally come! Oh that I lived long enough to see it!" "Mordekai…he was worried that you would see through our plans and deceptions…see through our guise of docility and conciliation. But I told him 'Mordekai, we are dealing with a savage. Yes, a savage with great powers, but a savage nonetheless, and when you cannot defeat savages with power, you can certainly defeat them with guile.' He was difficult to convince, but he hated you as much as I and was finally turned around." Your parched throat cracks as you speak, "So you intend to leave me here to die? So be it, if that is my fate. But it will be a slow, quiet death and I will die it with dignity. You'll not get begging from me Amedee. My people live with death at all times and we are accepting of it." Amedee regards you for a moment. "No Queequeg, a peaceful death under the sun is far too benevolent for you. Instead, I think you shall die by the very tools you have so long enjoyed. It is only fitting after all. Your own magic rejected you when it cast you out of your homeland and into our world. The school rejected you when you applied for membership those many years ago. Even your own people are estranged from you, though they dare not say so openly for fear of your violent tendencies. And now your own schoolmaster has rejected you. The only thing you have left are those damnable whirring stones of yours…and now I abjure them to reject thee as well!" Amedee raises his hands and power surges from them into the ioun stones. Each stone stops in its orbit. Slowly, the stones begin to spin on their axes and turn to place their sharpest point towards you. After a moment, the stones are spinning so fast that they make a buzzing sound. Amedee smiles and waves goodbye to you before making a sharp gesture with his hand. At once the stones, still spinning like drills, hurtle towards your face. As the stones impact and begin to drill through your skull, you raise a cry of despair and awaken.

Lancre:

A nightmare you had last night: You are walking down a road in a meadowed land. It is daytime and you have a walking staff in hand and are whistling a tune. You seem to be alone. As the sun begins to set, you make a camp off the side of the road, eat supper, stoke the fire, and settle off to sleep. You awaken suddenly. It is nighttime, but the first thing you notice is that the crickets have stopped chirping and all is silent. As you sit up in your bedroll, you notice that you are surrounded by shapes shrouded in the gloom. Your fire is merely embers now. You slowly begin to rise and grab for your dagger, trying to think of a way out of this predicament should the forms prove hostile. One of the figures steps forward and it is of a saintly man in glowing platemail. You have seen him before. It is the god Meredros. Meredros speaks "Lancre, thy time of judgment is at hand!" With that, all of the figures but one step into the glow of your dying fire. All of the gods are here. Some you have seen before, like Vastalla and Flupnir. Others you have not, but you know them still, from merry Ringkol to grim Mergurr. For you have worshipped them all. Meredros continues, "Like a husband who justifies adultery by rationalizing that he is harming no one and bringing joy to others, thou hast insisted upon wooing all of us and revering none of us. Thou art an opportunist who takes what he chooses from whichever god or goddess suits him at the time and yet gives no commitment in return." "This of itself is a vile sin. But thou hast now set up churches in the name of this vile practice and seek to convert others to thy greedy ways. Thou takest the innocent, who might devote their life to one of us, and teach them how to take and take and take and never give. Thy teachings corrupt them. Thou are corrupt. Thy words twist them. Thou are twisted. Thy ways deceive them…thou are The Deceiver!" You start to protest, but at a gesture from Meredros your mouth is clamped shut. "Silence Deceiver! Thou art already judged. Already convicted. We name thee The Deceiver. But unlike thy predecessor, thou shalt not walk the earth to wreak thy havoc. Instead, we give thee over to that which thou hast become." With that, the last figure steps foreword. He is black as night and reeks of corruption and misery and evil. Without the doubt, this is The Deceiver. And he smiles at you and then rushes forward, opening his mouth in a gaping maw of fangs to swallow you. As you lift up a cry of despair, you awaken.

Tirolius:

A nightmare you had last night: You are awakened from your sleep in the middle of the night by a servant who tells you that Korvar requests your audience in the temple of Aghorrit. You are in your room in his castle. You hastily get dressed and rush off to the chapel, wondering what is so urgent that Korvar would need to summon you at this hour. But whatever it is, you tell yourself, you trust Korvar and respect him and are certain the summons is with good reason. When you arrive at the chapel, Korvar is dressed in full regalia, armed and armoured and with Azuredge resting easily in his right hand. He is seated on his chair. There is nowhere else to sit, which is strange because the chapel normally has pews. In any case, Korvar motions you closer, so you move closer, and then he turns his hand parallel to the ground, palm down, and makes a pushing down motion. You puzzle this for a second, and then realize that Korvar is asking that you kneel before him. This is strange, since Korvar has never done this before, but you trust him implicitly and kneel before him. Perhaps some knighthood has been arranged. Korvar stares at you for a moment, as if sizing you up, and then motions to his boots. You look at him questioningly. The warpriest makes a kissing movement with his lips and then points to his boots. A wave of shock rolls through you. What is this? Why is Korvar seeking to debase you like this? Have you committed some offense? Have you insulted him in some fashion? Nothing comes to mind. Korvar glares angrily at your hesitation and speaks, "A loyal cohort…a truly loyal cohort does not have to be asked twice to do something. Yet you hesitate in such a simple task…a mere display of loyalty that harms no one or nothing, and costs naught in blood or coin." "I have wondered lo these many years how true your loyalty was to me, or if it were merely a sham. If you simply sought the brightest light like a moth to a flame. It seems now I have my answer." As you start to protest, Korvar raises his hand for silence. "Enough! I have seen with my own eyes the extent of your loyalty to me. I wish to show you a true example of loyalty, though you'll not profit by it to be certain. Come!" With that, Korvar motions and out from behind his chair steps Splinter. "Here is Splinter, a golem whose entire being is synonymous with loyalty. He obeys his master unquestioningly doesn't he? Yet your betrayal to me is so egregious, so treacherous, that even mindless Splinter sees it and rejects you because of it. Don't believe me? Call to him." You call out to Splinter to come to you, but the golem stands motionless. "You see," says Korvar, "even a dumb golem recognizes you for what you are…a traitor!" "Splinter is now loyal to a new master…one who is loyal to his duties and to his superiors. And to his god. And we shall test Splinter's new loyalty this day…this very minute." With that Korvar casts a spell and you feel your muscles tighten and grow rigid. You cannot move! "Splinter," says Korvar, "Methinks Tirolius' heart doth not beat true. Let us see for ourselves. Bring to me his heart." As Korvar leans back and smiles, Splinter evinces a wicked grin, bares his fangs, and moves slowly towards you. You struggle to move, but cannot. As the golem dog rears back and leaps directly at your chest, your bellow a cry of despair and awaken.

Canaris also has a bad dream, but he will not share it under any circumstances with anyone else, as it wounded him too deeply and is too humiliating to share.

Divinations and other means of investigation as to the causes of these dreams will turn up little. Merely that the dreams are not precognizant and do not foretell the future. It may also turn up that some outside force is causing this, and that the force is near but nothing else will be divined.

Simple investigation will show that even domesticated animals were subject to such problems, as were wild animals, though not insects.

Suggestions that the Feast of true Sacrifice be postponed will be turned aside, notably by Avoria, who will try to convince Morg that in dark moments the need to recount Khenni's bravery becomes even more necessary. Canaris will also be vehemently for continuing. Various other chamberlains and important castle personnel will also urge that the Feast continue, for much money has been invested in the Feast, and many visitors of import have come to attend the event.

Should the Feast not take place, the DM will have to improvise somewhat. Perhaps the attack simply takes place at night or while the PCs sup and discuss their next move. The rest of this section assumes the Feast takes place as planned.

The Feast:

The Feast will carry on, with Canaris displaying a prowess and intensity even uncharacteristic for his great abilities. Many of the guests are drinking heavily to forget the past night's dreams, and some of the guards in the gallery above are nodding off due to lack of sleep.

Nonetheless, the food is well prepared and the entertainment enjoyable, and by the time dessert has been finished and the lights brought low and Canaris steps atop the stage to perform the Tale of Khenni, the events of last night are largely forgotten.

Canaris weaves the tale skillfully, describing how the Heroes are captured by N'Araktheel, the drow matron of House Vrielsevri and how they win their escape. How they are pursued by drow forces and make their way down the deep hole to the realm of the illithids.

Just as Canaris begins to describe the creepy illithid lair, the doors to the festhall burst asunder and a nightmare beast charges into the room, tossing off two dead guards from its tusks and crunching down into the bones of a serving maid in its monstrous jaws.

The beast will bellow and then move to attack. Bursting in was its surprise round, so initiative can proceed as normal.

The nightmare beast has already used its Disintegrate powers twice this day, to allow it to get inside the castle. Behind it are two monsters is has summoned, a fiendish griffon and a salamander. These will be around for 5 and 4 rounds respectively before disappearing.

No map of the festhall has been provided. The DM is free to design a large hall with many tables, a stage, and likely flanking galleries.

* Nightmare Beast: CR 15; Huge magical beast; HD 15D10+105; hp 187; Init +1; Spd 30 ft; AC 21 (touch 9, flat-footed 20); Atk +22 melee (4D6+9/17-20 [x2], tusks) and +20 melee (2D4+4/19-20 [x2], claws) and +20 melee (4D6+4/19-20, bite); SA nightmares, spell-like abilities, trample 4D6+13; SQ augmented critical, darkvision 60 ft, DR 15/magic, low-light vision; SR 20; AL CE; SV Fort +16, Ref +10, Will +6; Str 28, Dex 13, Con 24, Int 8, Wis 13, Cha 11. Height 20 ft. Skills and Feats: Jump +24, Spot +10; Cleave, Improved Bull Rush, Improved Critical (tusk), Improved Overrun, Multiattack, Power Attack. Special Attacks: Nightmares (Su): Every intelligent creature that falls asleep within 10 miles of a nightmare beast must succeed at a Will save (DC 17) or suffer from horrid, vivid nightmares of being stalked and killed by monsters, demons, cruel enemies, or whatever else it fears. The effect is otherwise the same as that of a Nightmare spell (caster level 15th, Will save DC 17), except that a Dispel Magic spell cast on a victim does not stun the nightmare beast. A Remove Cruse or a successful Dispel Magic negates the effect. Once a creature has either been affects by this ability or made a successful save, it cannot be affected by that nightmare beast's nightmare power again for 24 hours. Spell-like Abilities: 2/day - chain lightning, cloudkill, dimension door (1000 ft range), disintegrate, dispel magic, fireball, heat metal, incendiary cloud, lightning bolt, monster summoning V, wall of fire. Caster level 10th; save DC 10 + spell level. Trample (Ex): as a full-round action, a nightmare beast can trample opponents at least one size category smaller than itself by moving over opponents in its path. The nightmare beast's path must entirely cover all of the squares occupied by its victim during its action. Trampled opponents and opponents who are run over but not trampled can attempt either an attack of opportunity at -4 penalty or a Reflex save (DC 26) for half damage.

* Fiendish Griffon: CR n/a [summoned monster, CR 5]; Large magical beast; HD 7D10+21; hp 59; Init +2; Spd 30 ft, fly 80 ft (average); AC 17 (touch 11, flat-footed 15); Atk +11 melee (2D6+4, bite) and +8 melee (1D4+2 [x2}, claws); SA smite good, pounce, rake 1D6+2; SQ DR 5/magic, cold resistance 5, fire resistance 5, scent, darkvision 60 ft; SR 12; AL NE; SV Fort +8, Ref +7, Will +5; Str 18, Dex 15, Con 16, Int 5, Wis 13, Cha 8. Length 8 ft. Skills and Feats: Jump +8, Listen +6, Spot +10. Special Attacks: Smite Good (Su): Once per day the griffon can make a normal attack to deal additional damage equal to its HD total (maximum of +20) against a good foe. Pounce (Ex): If a griffon dives or charges a foe, it can make a full attack including two rake attacks. Rake (Ex): A griffon that pounces on an opponent can make two rake attacks (+8 melee) with its hind legs for 1D6+2 slashing damage each. Special Qualities: Scent (Ex): Detect opponents within 30 ft by sense of smell, 60 ft upwind and 15 ft downwind, detect strong scents at double range and overpowering scents at triple range, pinpoint source of scent when within 5 ft; track by smell using Wis check with a DC of 10 and a +2 to DC for each hour the trail is cold. * Griffons receive a +4 racial bonus to Spot checks in daylight.

* Salamander: CR n/a [summoned monster, CR 6]; Medium-sized outsider (extraplanar, fire); HD 9D8+18; hp 58; Init +1; Spd 20 ft; AC 18 (touch 11, flat-footed 17); Atk +11/+6 melee (1D8+3 and 1D6 fire, longspear) and +9 melee (2D6+1 and 1D6 fire, tail slap); SA heat, constrict 2D6+1 and 1D6 fire, improved grab; SQ darkvision 60 ft, immune to fire, vulnerable to cold, DR 10/magic; AL CE; SV Fort +8, Ref +7, Will +8; Str 14, Dex 13, Con 14, Int 14, Wis 15, Cha 13. Height 6 ft (length 20 ft). Skills and Feats: Bluff +11, Craft (metalworking ) +19, Diplomacy +3, Disguise +1 (+3 acting), Hide +11, Intimidate +3, Listen +8, Move Silently +11, Search +12, Spot +8; Alertness, Multiattack, Power Attack. Special Attacks: Heat (Ex): A salamander generates so much heat that its mere touch deals additional fire damage. Salamanders' metallic weapons also conduct this heat. Constrict (Ex): A salamander deals automatic damage with its tail slap (including fire damage) with a successful grapple check. Improved Grab (Ex): A salamander must hit a creature of up to one size larger than itself with a tail slap. 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 can constrict. Possessions: metal longspear.

These beasts are not particularly after Morg. Their instructions are to cause havoc and confusion, allow those present to burn their spells, and distract from the real attack.

Three rounds after the attack begins, the kelvezu will make its appearance.

The kelvezu will use its Greater Teleport ability to teleport behind Morg's seat under the cloak of its Greater Invisibility. If Morg is still there, it will make a sneak attack the next turn. If not, it will attempt to sneak upon Morg and then attack him.

* Kelvezu: CR 18; Medium-sized outsider (chaotic, evil); HD 12D8+36; hp 90; Init +14; Spd 30 ft, fly 60 ft (good); AC 35 (touch 20, flat-footed 35); Atk +18/+13/+8 melee (1D6+6/18-20 plus poison, +1 scimitar of greater wounding) or +16/+11/+6 melee (1D6+6/18-20 plus poison, +1 scimitar of greater wounding) and +16/+11/+6 melee (1D4+3, +1 dagger of wounding); SA poison, sneak attack +8D6, spell-like abilities; SQ DR 15/cold iron, enhanced detection, evasion, darkvision 60 ft, summon tanar'ri, tanar'ri traits, uncanny dodge; SR 26; AL CE; SV Fort +11, Ref +18, Will +11; Str 21, Dex 31, Con 16, Int 17, Wis 16, Cha 16. Height 5 ft. Skills and Feats: Bluff +18, Concentration +18, Diplomacy +11, Hide +33, Intimidate +12, Knowledge (planes) +18, Listen +18, Move Silently +33, Search +18, Sense Motive +18, Sleight of Hand +16, Spellcraft +18, Spot +18; Greater Two Weapon Fighting, Improved Feint, Improved Initiative, Improved Two-Weapon Fighting, Two-Weapon Fighting. Special Attacks: Poison (Ex): A kelvezu continually coats its weapons with an injury poison (Fortitude save DC 19) produced from its fingertips. The initial and secondary damage is the same (1D6 points of Constitution damage). Kelvezu poison is highly perishable, becoming inert after 1 minute after the creature stops supplying it. Spell-like Abilities: At will - deeper darkness, desecrate, detect good, detect law, greater dispel magic, greater teleport (self only plus 50 pounds of objects only), greater invisibility (self only), read magic, suggestion, tongues (self only), unhallow. Caster level 18th; save DC 13 + spell level. Special Qualities: Enhanced Detection (Su): In addition to its regular senses, a kelvezu perceives foes through detect magic and see invisibility effects (caster level 18th) that are always active. Summon Tanar'ri (Sp): Once per day, a kelvezu can attempt to summon another kelvezu with a 25% chance of success. Tanar'ri Traits: Immunity to electricity and poison, acid resistance 10, cold resistance 10, fire resistance 10, can communicate telepathically with any creature within 100 ft that has a language. Possessions: +1 scimitar of greater wounding (shaped like a serpent's tail), +1 dagger of wounding (shaped like a serpent's tooth), a dimensional sextant (refer to Manual of the Planes), a portal key in the shape of the Draconic rune for magery.

This kelvezu will not attempt to summon another of its ilk, despite the fact that should the arcanaloth find out it failed to do so it would be wroth. The kelvezu is greedy and wishes not to share with its brethren (it is already splitting its fee with the nightmare beast).

The kelvezu is exceptionally clever and very good it what it does. It will use every wile to defeat Morg, including its spell-like abilities, Bluff checks to gain sneak attack damage, flanking with the nightmare beast, and attacks like trip and disarm to more easily hit seemingly unhittable foes.

None of these attackers will flee. Both are pledged to fight to the death. The nightmare beast is not an outsider and did not travel to this plane astrally, so if it is killed, it is dead. The kelvezu traveled through the gate in astral form (this is required since it was not summoned here) and if it is slain, it will return to its body in the netherworld safe in its fortress. The kelvezu will not bear any special ill will if defeated. This was merely a job for it. It's weapons will dissolve when it is slain, but the portal key and dimensional sextant will remain behind.

The portal key radiates faint Transmutation magic. The dimensional sextant can be used to locate the nearest portal, which happens to be the portal used by the arcanaloth.

During the fight, a great many of the non-PC guests will flee in terror or hide. However, the DM is free to have any number of lower level attendees help in the attack or even be the target of the monsters' attacks. Much chaos should ensue in the general brawl, and some timely aid could even help the party overcome these terrible foes.

Aftermath:

It is likely that the party will wish to pursue this matter and find out who is behind this attack. In addition, assuming Morg has an idea who is behind it, he may realize that he now has the means to potentially rid himself of the arcanaloth once and for all by defeating it on its home plane.

The next step, then, is to gird for battle and follow the sextant to the portal.

Part Two - The Portal:

The portal is located in the deepest depths of the arcanaloth's old fortress. The entire fortress is not detailed here, due to the scope of this adventure. Instead, general encounters are given as well as a general description of the place. The DM can inform the party that it is spending hours wandering through musty dungeon passageways and the like.

The arcanaloth's fortress is located in Morg's demesne, some 150 miles south by southeast of Morg's castle. It was set atop a jagged outcrop of rock that thrusts out of a tall hill. Even from a distance, the ruins of the keep can be seen as a mass of tumbled stones and broken towers. Not one section of the once mighty curtain wall is intact, there being many places to walk through, and no tower remains higher than 15 ft tall. The entire outcrop and the area within the walls is a maze of jumbled stones and scorched masonry.

The Ruined Fortress:

The Grounds:

The grounds are home to a variety of vermin and animals, but the undisputed rules of the jumble of stones are a pair of bonespears, remnants that survived the cleansing of the land and now haunt these ruins.

They are not particularly adept in the art of ambush, but rely on patience and speed and their ranged attack ability. They will usually attack from a concealed position, though with access large enough to drag prey through.

Allow a 25% chance that both are in the area together. Otherwise, the party will encounter one or both separately.

* Bonespears (2): CR 12; Large vermin (extraplanar); HD 15D8+60; hp 155, 129; Init +3; Spd 40 ft; AC 27 (touch 12, flat-footed 24); Atk +16 melee (2D6+6 [x2], horns) and +11 melee (2D6+3, bite) or +13 ranged (2D6+6 [x2], horns); SA attach, drag, horns, poison; SQ fast healing 5, fire resistance 10, immobile stance, sonic resistance 10, vermin traits, darkvision 60 ft; SR 23; AL N; SV Fort +13, Ref +8, Will +6; Str 22, Dex 17, Con 19, Int -, Wis 12, Cha 10. Length 8 ft. Special Attacks: Attach (Ex): If a bonespear hits with a horn attack, the horn buries itself in its target, held in place by numerous barbs on the horn's surface. Each round thereafter that a creature remains impaled by a horn, it takes additional horn damage automatically and incurs a cumulative -1 circumstance penalty on attack rolls, saves, and skill checks. On the bonespear's turn in subsequent rounds, it attempts to drag its prey closer (see below). A single attack with a slashing weapon against a tendon (made as an attempt to sunder a weapon) that deals at least 15 points of damage severs a horn from its tendon. A creature impaled by a severed horn takes 1D6 points of damage per round automatically until the horn is removed. Removing a horn (a full-round action) deals 2D8 points of damage to the victim, but if the character removing the horn makes a successful Heal check (DC 20), this damage is reduced to 1D4 points. Drag: After spearing a victim, a bonespear attempts to drag the closer on the bonespear's turn in each subsequent round. This activity resembles the bull rush maneuver, except that the bonespear drags its victim 10 feet closer +1 foot for each point by which its Strength check exceeds the victim's. The bonespear gains a +4 bonus on its drag check if it is set in its immobile stance. Against a medium-sized victim, the bonespear's Strength modifier is +10, or +14 if it is set in its stance. A bonespear can draw in a creature from a distance of 10 feet or less and bite with a +4 bonus on its attack roll in the same round. Horns (Ex): Most encounters with a bonespear begin when it fires its two horns. If a horn misses its intended target, it is quickly reeled in. Reeling in a horn is a full-round action. Each horn has a range of 60 feet (no range increment). A bonespear will always try to hit a single target with both horns, but is capable of attaching to two different targets at the same time. Poison (Ex): A bonespear delivers its poison (Fortitude DC 25 negates) with each successful horn attack. Initial and secondary damage for the first horn is 2D4 Dex. Initial and secondary damage for the second horn is 2D4 Str. Special Qualities: Immobile Stance (Ex): At will a bonespear can make itself virtually immobile by anchoring itself to the surrounding terrain with its six strong feet. In this stance it receives a +20 stability bonus on opposed Strength checks to resists a bull rush or otherwise to be moved, and it cannot be overrun (this bonus overlaps [does not stack] with the +4 bonus for having more than two legs). This ability can be activated or deactivated as a free action. Vermin: No Intelligence score, and therefore immune to all mind-influencing effects.

The entrance to the dungeon is between two large stone blocks. This will take 1D3 hours to locate.

The Dungeons:

The dungeons of Zirriloyut are extensive, containing some 6 levels underground. There are approximately 20 chambers per level, and there are between 1 and 3 stairs descending between each level.

The dungeons were fairly thoroughly explored and ransacked by the armies of good and subsequent adventurers who migrated to the Kingdom of Slumber in its early days, drawn by the bounties offered by the Heroes of the Gem to clear out such places of lingering evil. Evil frescoes have been defaced, evil sigils and runes scratched out, traps disarmed or marked, secret doors left ajar, etc. The bones of dead monsters of all sorts lie here and there.

Rooms include places that may have been used for wicked arcane experimentation, holding pens for foul beasts, and actual prison cells for holding and torturing prisoners and enemies. Evidence of smithies and armouries also are in evidence here.

Most of the place is deserted, or infested with minor vermin (small or medium-sized centipedes, dire rats, and the like that can be effectively ignored by a party the level of the player characters).

Four creature groups can be encountered in these levels that are not insubstantial enough for the party to ignore. Some of these moved in over the years, perhaps driven out of the Eastern Blanthil by Imerika and her forces, or perhaps having hidden in secret places until this day. The DM can have the party encounter all or none of these as his sense of pacing dictates.

1. A pair of phiuhl haunts the dungeons, drawn in through the planar gate while it was open for a period of time after one of Zirriloyut's forays through the gate. These are native to Zirriloyut's domain and often serve him, though these two are not thralled to him.

* Phiuhls (2): CR 11; Large aberration (extraplanar); HD 9D8+36; hp 79, 86; Init +9; Spd 40 ft, fly 30 ft (perfect); AC 16 (touch 14, flat-footed 11); Atk +6 melee (1D10 fire [x2], heat touches); SA death gas, desiccate, heat aura; SQ acid immunity, darkvision 60 ft, DR 10/magic, electricity resistance 20, fire immunity, gaseous form, immunities, inscrutable mind, poison immunity; SR 21; AL NE; SV Fort +7, Ref +8, Will +6; Str 11, Dex 20, Con 19, Int 10, Wis 11, Cha 10. Diameter 10 ft. Skills and Feats: Hide +9, Move Silently +13, Spot +8; Combat Reflexes, Dodge, Improved Initiative, Weapon Focus (heat touch). Special Attacks: Death Gas (Ex): Any creature susceptible to poison within 50 feet of a phiuhl must succeed on a Fortitude save (DC 18) or take 1D10 points of Constitution damage immediately and another 1D10 points of Constitution damage 1 minute later (unless another DC 18 Fortitude save is made). Those who save against a phiuhl's death gas are immune to that phiuhl's gas for one day. Desiccate (Ex): Any character in a square occupied by a phiuhl at the end of the phiuhl's turn must make a Fortitude save (DC 18) or gain two negative levels. The saving throw to remove one of these negative levels also has a DC of 18. Heat Aura (Ex): Anyone within 30 feet of a phiuhl must make a successful Fortitude save (DC 18) or take 1D6 points of fire damage. Treat this as a burst that continually radiates from the creature. Special Qualities: Gaseous Form (Ex): a phiuhl's insubstantial form grants it immunity to critical hits. A phiuhl cannot run, but it can fly (slowly), and it is subject to winds. It cannot wear armour, manipulate solid objects, or enter water or other liquids. It can pass through small holes or narrow openings - even mere cracks. It can also occupy squares occupied by enemies. Inscrutable Mind (Ex): Any creature attempting to establish a telepathic link to a phiuhl's mind (via detect thoughts, a psionic ability, dominate monster, and so on) must make a Will save (DC 14) or suffer the effects of a feeblemind as cast by a 9th level sorcerer.

2. A spectral lurker dwells deep in the dungeon, though it often hunts the various levels of the dungeon, passing through walls at will. It will likely attack the party from surprise through a wall.

* Spectral Lurker: CR 17; Huge aberration (incorporeal); HD 16D8+80; hp 134; Init +12; Spd 50 ft, fly 40 ft (perfect); AC 20 (touch 20, flat-footed 12); Atk +18 melee (2D6 [x2], tentacles) and +16 melee (2D8, bite); SA constrict 2D6, Dexterity drain, ghost touch attacks, improved grab, incorporealize; SQ all-around vision, blindsight 60 ft, darkvision 60 ft, DR 15/magic, immunities, incorporeal subtype; SR 28; AL NE; SV Fort +10, Ref +13, Will +12; Str -, Dex 27, Con 21, Int 10, Wis 14, Cha 18. Length 15 ft. Skills and Feats: Hide +9*, Listen +9, Spot +9; Alertness, Dodge, Improved Initiative, Mobility, Multiattack, Spring Attack. Special Attacks: Constrict (Ex): With a successful grapple check, a spectral lurker can constrict a grabbed opponent, dealing 2D6 points of bludgeoning damage. Dexterity Drain (Su): A creature grappled by a spectral lurker must make a Fortitude save (DC 22) or be drained of 1D6 points of Dexterity. This saving throw must be made each round the opponent remains grappled. Ghost Touch Attacks (Su): A spectral lurker's tentacle and bite attacks deal normal damage to corporeal creatures. Essentially, the lurker can consider its mouth and tentacles as corporeal or incorporeal at any given time, whichever is more beneficial to the creature. Improved Grab (Ex): If a spectral lurker hits an opponent that is at least one size category smaller than itself with a tentacle attack, it deals normal damage and attempts to start a grapple as a free action without provoking an attack of opportunity (grapple bonus +26). If it gets a hold, it can pull the opponent into a solid surface and also constrict in the same round. Thereafter, the lurker has the option to conduct the grapple normally, or simply use its tentacle to hold the opponent (-20 penalty on the grapple check, but the spectral lurker is not considered grappled). In either case, each successful grapple check it makes during successive rounds automatically deals tentacle damage and subjects the opponent to the possibility of Dexterity drain. Incorporealize (Su): A creature grappled and pinned by a spectral lurker's tentacles must make a Fortitude save (DC 22) or become incorporeal itself. This effect temporarily grants the creature the incorporeal subtype (as long as it remains grappled by the spectral lurker), but doesn't automatically allow it to escape the lurker's grapple due to the lurker's ability to make ghost touch attacks. If a victim becomes corporeal while inside a material object, it is shunted off to the nearest open space and takes 1D6 points of damage per 5 feet that it so travels. Special Qualities: All-around Vision (Ex): A spectral lurker can see in all directions at once. It cannot be flanked. Immunities: a spectral lurker is immune to cold, electricity, and sonic damage. Incorporeal Subtype: A spectral lurker can be harmed only by other incorporeal creatures, +1 or better magic weapons, spells, spell-like abilities, and supernatural abilities. The creature has a 50% chance to ignore any damage from a corporeal source, except for force effects or attacks made with ghost touch weapons. A spectral lurker can pass through solid objects, but not force effects, at will. Its attacks ignore natural armour, armour, and shields, but deflection bonuses and force effects work normally against it. A spectral lurker always moves silently and cannot be heard with Listen checks if it doesn't wish to be. * A spectral lurker has a +8 racial bonus on Hide checks when it is hiding in a solid object.

3. A pack of spectres, the souls of powerful evil humans who served the arcanaloth in life, haunts the dungeons of the fortress. They are appear as humans and are dressed as warriors and wizards with garish armour, garb, and weaponry.

These spectres are not stupid and will attack from walls and in a spread so as not to be decimated by a single fireball.

* Spectres (12): CR 7; Medium-sized undead (incorporeal); HD 7D12; hp 52 each; Init +7; Spd 40 ft, fly 80 ft (good); AC 15 (touch 15, flat-footed 12); Atk +6 melee (1D8 and energy drain, incorporeal touch); SA energy drain, create spawn; SQ undead, incorporeal, +2 turn resistance, unnatural aura, sunlight powerless-ness; AL LE; SV Fort +2, Ref +5, Will +7; Str -, Dex 16, Con -, Int 14, Wis 14, Cha 15. Height 6 ft. Skills and Feats: Hide +13, Intimidate +12, Intuit Direction +10, Listen +13, Search +10, Spot +13; Alertness, Blind-Fight, Combat Reflexes, Improved Initiative. Special Attacks: Energy Drain (Su): Living creatures hit by a specters incorporeal touch attack receive 2 negative levels. The Fortitude save to remove a negative level has a DC of 15. Create Spawn (Su): Any humanoid slain by a spectre becomes a spectre in 1D4 rounds. Spawn are under the command of the spectre that created them and remain enslaved until its death. They do not possess any of the abilities they had in like. Special Qualities: Undead: Immune to mind-influencing effects, poison, sleep, paralysis, stunning, and disease. Not subject to critical hits, subdual damage, ability damage, energy drain, or death from massive damage. Incorporeal: Can be harmed only by other incorporeal creatures, +1 or better magic weapons, or magic, with a 50% chance to ignore any damage from a corporeal source. Can pass through solid objects at will and own attacks pass through armour. Always moves silently. Unnatural Aura (Su): Both wild and domesticated animals can sense the unnatural presence of a spectre at a distance of 30 feet. They do not willingly approach nearer than that and panic if forced to do so; they remain panicked as long as they are within that range. Sunlight Powerlessness (Ex): Spectres are utterly powerless in natural sunlight (not merely a daylight spell) and flee from it. A spectre caught in sunlight cannot attack and can take only partial actions.

4. A pack of huge monstrous scorpions haunt the area, not yet having fallen prey to the spectral lurker or the phiuhls. Although they are not likely long for life in the deeper levels of the dungeon, they have successfully hunted in the upper levels and have managed to evade the bonespears and hunt in the surrounding countryside as well.

* Huge Monstrous Scorpions (6): CR 7; Huge vermin; HD 10D8+30; hp 94 each; Init +0; Spd 50 ft; AC 20 (touch 8, flat-footed 20); Atk +11 melee (1D8+6 [x2], claws) and +6 melee (2D4+3 and poison, sting); SA improved grab, constrict 1D8+6, poison; SQ darkvision 60 ft, tremorsense 60 ft, vermin; AL N; SV Fort +10, Ref +3, Will +3; Str 23, Dex 10, Con 16, Int -, Wis 10, Cha 2. Length 20 ft. Skills and Feats: Climb +10, Hide -4, Spot +4. Special Attacks: Improved Grab (Ex): To use this ability, the monstrous scorpion must hit with its claw attack. The scorpion can use its Strength or Dexterity modifier for grapple checks, whichever is better. Constrict (Ex): A monstrous scorpion deals automatic claw damage on a successful grapple check. Poison (Ex): DC 18, initial and secondary damage 1D6 Con. Special Qualities: Vermin: No Intelligence score, and therefore immune to all mind-influencing effects.

The bottom level of the dungeon contains a well-hidden chamber that is warded by a secret door that is cunningly wrought (Search DC 30). The door is in the middle of a long hallway, and there is really no way to locate it easily, and the door itself is concealed by magicks that defeat spells that detect secret doors. This is why the chamber was never found. However, by using the dimensional sextant, the party can zero in on the exact location of the door, and then pass through it by finding the door.

The room and the door are warded by a force effect similar to a Wall of Force spell, such that ethereal creatures and spells that pass through stone cannot pass through and into the chamber beyond.

The chamber beyond is 30 feet square with a ceiling 30 feet above. Within on the wall opposite the secret door is an archway built into the wall. The lintel is covered with Abyssal and Infernal runes intermingled with carvings of dragons.

The archway reaches to within 5 feet of the ceiling and is 20 feet wide. It appears to all purposes as a stone wall unless the portal key is brought within 10 feet of it, in which case the wall within the arch will disappear, replaced by a black hole filled with swirling mists. The portal key will begin to glow and throb.

The portal will be open for 2 rounds after the key is taken from beyond 10 feet of it. This means that if the key bearer passes through the portal, then others can pass through for 2 rounds thereafter.

The portal leads to Zirriloyut's domain, a demiplane within the astral plane.

Part Three - The Arcanaloth's Home:

Zirriloyut's domain is actually a portion of the demesne of Demogorgon, who is now imprisoned in Slumber. Demogorgon's domain was claimed by many of his more powerful servants, and several great wars were and are being fought in order to control the domain, which is a demiplane floating in the astral plane.

The domain has the following traits:

· Gravity: Normal Gravity
· Time: Normal Time
· Shape and Size: Infinite
· Morphic Traits: Divinely Morphic (Demogorgon)
· Elemental and Energy Traits: None
· Alignment Traits: Strongly Evil Aligned
· Magic Traits: Normal Magic

This plane appears to be a vast plain of cracked, baked mud, with a fiery red sky full of roiling clouds. Despite the fiery appearance, the plane is actually somewhat chilly.

Few mountains or other features mar the inhospitable landscape, but those few are amazingly pronounced, rising in needle-like spires hundreds or thousands of feet into the air. A few of these are volcanoes that spew ash or poisonous gas into the air.

The portal enters the plane in a large gully, some 15 feet deep and 20 feet wide, that runs relatively straight in both directions. The portal appears as a small cave (approximately 20 foot square) that has a deep purple glow in its rear.

The gully leads to the right or left of the cavelet. The right path leads to the arcanaloth's lair. The left path leads elsewhere on the plane and it will be up to the DM to devise suitable encounters, including, perhaps, some that can be used by the party to coerce or bribe directions to the arcanaloth's lair from the encountered beings. DMs can use the encounter charts for Abyssal and Hellish encounters in the Manual of the Planes. Assume an encounter 8% per hour and a 50% chance of using either table.

A Track check (DC 20) will determine that a huge four-legged beast and a medium-sized humanoid being traveled from the right-hand path to the portal cave recently.

The arcanaloth's lair is some 10 hours away travelling at a speed of 30 ft. Encounter chances are 8% per hour (as mentioned above), but if the party elects to travel outside the gully the chance rises to 10% per hour, and if the party elects to fly or travel in a very flashy manner, the chance rises to 15% per hour.

About five hours into the trip, the tip of the arcanaloth's mountain will come into view. It is a steep spire, appearing, as more of it shows, to be several thousand feet high with slopes some 60 degrees steep. Those slopes appear relatively smooth, punctuated by spikes of stones sticking out of it at various places. The top of the spire is shrouded in a wreath of roiling red-grey clouds.

Ascending the Spire:

The spire is difficult to ascend. To climb it would require being able to take 10 on a Climb check and surpass a DC of 30.

Otherwise, the slope can be ascended by means of teleport or fly spells or other such means.

The slope is patrolled by a coven of devils that fly around the spire along its upper half. They will attack any intruders on sight. There are four such devils, two cornugons and two malebranches. If intruders are spotted, a malebranche will be sent to warn the arcanaloth. This malebranche will remain with the arcanaloth and serve as a bodyguard. One of the cornugons will remain on station, in case the first sighting is a diversion. He will only attack intruders who defeat the other devils and try to proceed to the Tower. In addition, he will attack any intruders who have bypassed the other devils. The remaining two devils, a malebranche and a cornugon, will attack the intruders directly. Thus, at worst, the party will have to fight a cornugon and malebranche while ascending the mountain, then another cornugon while approaching the top of the mountain, and finally a malebranche at the side of the arcanaloth. Of course, it is possible that the party can evade the second cornugon, who will be patrolling the rest of the mountain.

On the average, it takes these devils 50 rounds (five minutes) to patrol the mountain (assuming at midpoint it is a circle roughly 1500 feet in diameter).

* Cornugons (2): CR 16; Large outsider (baatezu, extraplanar, evil, lawful); HD 15D8+105; hp 172; Init +7; Spd 20 ft, fly 50 ft (average); Space 10 ft; Reach 10 ft (20 ft with spiked chain); AC 35 (touch 16, flat-footed 28); Atk +25+20/+15 melee (2D6+15 plus stun, large spiked chain) and +22 melee (2D8+5, bite) and +22 melee (2D6+5 plus infernal wound, tail) or +24 melee (2D6+10 [x2], claws) and +22 melee (2D8+5, bite) and +22 melee (2D6+5 plus infernal wound, tail); SA fear aura, infernal wound, spell-like abilities, stun, summon devil; SQ DR 10/good and silver, regeneration 5, immunity to fire and poison, resistance to acid 10 and cold 10, darkvision 60 ft, see in darkness, telepathy 100 ft; SR 28; AL LE; SV Fort +16, Ref +16, Will +15; Str 31, Dex 25, Con 25, Int 14, Wis 18, Cha 22. Height 15 ft. Skills and Feats: Bluff +24, Climb +28, Diplomacy +10, Disguise +6 (+8 acting), Intimidate +26, Listen +22, Move Silently +23, Search +20, Sense Motive +22, Spot +22, Survival +4 (+6 following tracks); Cleave, Improved Sunder, Iron Will, Multiattack, Power Attack, Weapon Focus (spiked chain). Special Attacks: Spell-Like Abilities: At will - dispel chaos, dispel good, magic circle against good, greater teleport (self plus 50 pounds of objects only), persistent image; 3/day - fireball, lightning bolt. Base DC = 16 + spell level. Caster level 15th. Fear Aura (Su): A horned devil can radiate a 5-foot-radius fear aura as a free action. A creature in the area must succeed on a DC 23 Will save or be affected as though by a fear spell (caster level 15th). A creature that successfully saves cannot be affected again by the same horned devil's aura for 24 hours. Other devils are immune to the aura. Stun (Su): Whenever a horned devil hits with a spiked chain attack, the opponent must succeed on a DC 27 Fortitude save or be stunned for 1d4 rounds. This ability is a function of the horned devil, not of the spiked chain. Infernal Wound (Su): The damage a horned devil deals with its tail attack causes a persistent wound. An injured creature loses 2 additional hit points each round. The wound does not heal naturally and resists healing spells. The continuing hit point loss can be stopped by a DC 24 Heal check, a cure spell, or a heal spell. However, a character attempting to cast a cure spell or a heal spell on a creature damaged by a horned devil's tail must succeed on a DC 24 caster level check, or the spell has no effect on the injured character. A successful Heal check automatically stops the continuing hit point loss as well as restoring hit points. Summon Devil (Sp): Once per day a horned devil can attempt to summon 2d10 lemures or 1d6 bearded devils with a 50% chance of success, 1d6 barbed devils with a 35% chance of success, or another horned devil with a 20% chance of success. This ability is the equivalent of a 6th-level spell. Special Qualities: Regeneration (Ex): A horned devil takes normal damage from good-aligned silvered weapons, and from spells or effects with the good descriptor. Possessions: large spiked chain.

* Malebranches (2): CR 9; Huge outsider (baatezu, extraplanar, evil, lawful); HD 16D8+96; hp 168; Init -1; Spd 40 ft, fly 120 ft (average); Space 15 ft; Reach 15 ft; AC 24 (touch 7, flat-footed 24); Atk +25/+20/+15/+10 melee (2D8+15, huge trident) and +22 melee (2D6+5, gore) or +24 melee (2D4+10 [x2], claws) and +22 melee (2D6+5, gore) or +24 melee (2D4+10 [x2], claws) and +22 melee (2D6+5, bite); SA charge, fear aura, improved grab; SQ baatezu qualities, DR 10/good, regeneration 8, darkvision 60 ft; SR 20; AL LE; SV Fort +16, Ref +9, Will +9; Str 30, Dex 9, Con 23, Int 10, Wis 9, Cha 10. Height 24 ft. Skills and Feats: Balance +1, Bluff +12, Climb +13, Diplomacy +2, Intimidate +13, Jump +25, Listen +17, Move Silently +17, Search +18, Spot +18, Tumble +17; Cleave, Flyby Attack, Great Cleave, Multiattack, Power Attack. Special Attacks: Charge (Ex): A malebranche typically begins a battle with a flying charge at an opponent on the ground. In addition to the normal benefits and hazards of a charge, this tactic allows the malebranche to make a single gore attack (+24 melee) that deals 6D6+15 points of damage. The creature can also charge while moving on the ground if it wishes. Fear Aura (Su): As a free action, a cornugon can create an aura of fear in a 15-foot radius. It is otherwise identical with fear cast by a 12th level sorcerer (save DC 18). If the save is successful, that creature cannot be affected again by that cornugon's fear aura for one day. Other baatezu are immune to the aura. Improved Grab (Ex): If a malebranche hits an opponent that is at least one size category smaller than itself with a claw attack, it deals normal damage and attempts to start a grapple as a free action without provoking an attack of opportunity (grapple bonus +34). The creature has the option to conduct the grapple normally, or simply use its claw to hold an opponent (-20 penalty on grapple check, but the malebranche is not considered grappled). In either case, each successful grapple check it makes during successive rounds deals claw damage. Special Qualities: Regeneration (Ex): A malebranche takes normal damage from acid, holy weapons, and from attacks that deal holy damage. Baatezu Qualities: Immunity to fire and poison, cold and acid resistance 10, see in darkness (of any kind including deeper darkness), telepathy with any creature within 100 feet that has a language. Possessions: masterwork huge trident.

The roiling cloud of vapours is poisonous. Inhaling the vapours will subject the victim to a Fortitude save (DC 20) or take 1D6 Strength damage. This save must be made each round. Holding one's breath negates this poison effect.

In addition, the vapours are slightly acidic, and any organic matter (such as flesh or wood or cloth) will suffer 1 point of acid damage per round of exposure to the vapours.

The vapours are 600 feet thick and roil out from the side of the spire some 500 feet in a halo. There is no apparent source for these clouds.

Beyond the vapours, the slope continues a bare 100 feet before ending in a flat top some 200 feet in diameter. Standing atop this flat is an iron tower, 50 feet square and 150 feet tall. Its top is girded with wickedly spikes battlementation punctuated by carved metal images of leering fiends whose eyes glow a feral blue.

There are no windows or doors apparent on the face of the structure.

Access to the tower is from above. Those entering it are expected to fly to the top of the tower. The tower has 10 levels, each 15 feet tall. All interior walls are thick iron. Each level is composed of a single room. All rooms are lit by a strange reddish glow that seems to emanate from the air itself and gives the illusion of flickering torchlight with a rather bloody tinge to its hue.

The levels are numbered from the top down, with Level One being the level just under the roof.

Roof Level:

This level is open to the skies of the plane. In the centre of the roof, a set of iron steps leads down to Level One. The opening for these steps is 10 feet wide and 20 feet long.

Standing guard on the roof is a troop of mezzoloths. There are a dozen of these, and if warned by a cornugon of intruders, they will not be caught by surprise. Otherwise, they might be caught lax and unaware. They do, however, always have See Invisibility active.

* Mezzoloths (12): CR 7; Medium-sized outsider (evil); HD 8D8+8; hp 50 each; Init +4; Spd 40 ft; AC 18 (touch 10, flat-footed 18); Atk +11 melee (1D4+3 [x2], claws) or +13/+8 melee (1D8+4/19-20, +1 trident) or +13 ranged (1D8+4/19-20, +1 trident); SA spell-like abilities, summon yugoloth; SQ DR 10/good, yugoloth qualities; SR 22; AL NE; SV Fort +7, Ref +6, Will +6; Str 16, Dex 11, Con 13, Int 7, Wis 10, Cha 14. Height 6 ft. Skills and Feats: Hide +11, Intimidate +13, Knowledge (planes) +9, Listen +11, Move Silently +11, Spot +11; Improved Critical (trident), Improved Initiative, Weapon Focus (trident). Special Attacks: Spell-like Abilities: At will - cause fear, darkness, desecrate, produce flame, see invisibility; 2/day - cloudkill, dispel magic. These abilities as if cast by an 8th level sorcerer (save DC = 12 + spell level). Twice per day a mezzoloth can use greater teleport (self plus 50 pounds of objects) as the spell cast by a 12th level sorcerer. Summon Yugoloth (Ex): Once per day a mezzoloth can attempt to summon another mezzoloth with a 40% chance of success. Special Qualities: Yugoloth Qualities: Immune to poison and acid, cold resistance 10, fire resistance 10, electricity resistance 10, telepathy with any creature within 100 feet that has a language. Possessions: +1 trident

The steps descending are warded by a Rune of Toxicity which is set to activate if any non-yugoloth passes through the stairs opening.

* Rune of Toxicity: CR 4; spell; spell trigger; no reset; spell effect (rune of toxicity, 14th level sorcerer, Fortitude save [DC 19] negates, poison causes 3D4 temporary Constitution damage initially and a like amount 1 minute later); multiple targets (20 feet diameter); Search (DC 27); Disable Device (DC 27).

Level One:

Stairs lead down from the Roof Level into the centre of this chamber. These steps are open to the room. Next to them, another set of stairs leads down to Level Two.

This level seems to be a lounge or parlor. The place is bedecked with statuary and paintings of fine quality, though of questionable taste, as most deal with grotesqueries including warped fiendish creatures devouring hapless mortals and fiendish wizards casting powerful spells at mortals. Usually, the mortals in these works are beautiful and nude.

Several plush divans line the walls, these being of a variety of styles dating from modern to ancient.

Also here are two chairdogs. These are sentient beasts with plush fur and four short legs with curved backs and no discernible face that are bred to serve as chairs. They will come if called and seek to place themselves under the backsides of any guests.

Level Two:

Stairs lead down from Level One into the centre of this chamber. These steps are open to the room. Next to them, another set of stairs leads down to Level Three.

This room appears to be a library, as shelves are set into all of the walls and these are filled with tomes, manuals, scrolls, tablets, and books of all sorts. Most of these deal with arcana and planar knowledge, but some have spell formulae, magical recipes, the personal names of outsiders, and other valuable information.

Assume a complete search of the room (taking at least a couple of man-days) will reveal:

· 2D12 spell formulae (random sorcery spells of level 0-7)
· 2D6 magic scrolls (random sorcery spells of level 1-6)
· 1D12 recipes for potions (determine randomly)
· 1D4 recipes for other magic items (determine randomly)

Level Three:

Stairs lead down from Level Two into the centre of this chamber. These steps are open to the room. Next to them, another set of stairs leads down to Level Four.

This room appears to be a laboratory, well stocked with worktables, shelves, all sorts of glassware, utensils, kilns, etc.

Assume a complete search of the room (taking at least a couple of man hours) will reveal:

· 2D4 magic potions (determine randomly)
· 1D8 recipes for potions (determine randomly)
· 1D6 types of poison (each with a quantity of 1D20 vials) (determine randomly)

Level Four:

Stairs lead down from Level Three into the centre of this chamber. These steps are open to the room. Next to them, another set of stairs leads down to Level Five.

This level appears to be a dining room, as evidenced by the long ornate teak table carved to resemble small demons at the legs holding the face up. Elaborately carved wooden chairs are set against it.

On the table is an fancy place setting, with platinum utensils and crystalline plates and goblets of the finest make. Expensive cabinets and curios hold other settings and serving ware.

An ornate bell carved to resemble bowing humanoids sits next to the setting. This is a bell of service.

* Bell of Service: This bell is carved with tiny humanoid figures performing menial tasks. When rung, the bell casts an Unseen Servant spell at 2nd level. The servant obeys the ringer of the bell as if he were the caster. If the servant is destroyed, the bell loses all of its magical properties. The servant may be summoned three times per day. Caster Level: 3rd; Prerequisites: Craft Wondrous Item, unseen servant; Market Price: 2,400 gp; Cost to Create: 1,200 gp + 96 XP.

Also on the table within reach of the place setting is a set of ankle and wrist straps suitable for binding a medium-sized humanoid firmly to the table. Hanging from a rack on the wall nearby are long wicked looking utensils that appear to accompany the restraints in both design and intent.

Level Five:

Stairs lead down from Level Four into the centre of this chamber. These steps are open to the room. Next to them, another set of stairs leads down to Level Six.

This level appears to be a den of iniquity. The floors are covered with plush pillows and cushions and large braziers dot the chamber, though they are not lit at the moment. In one area, a large iron tub some 8 feet in diameter is filled with perpetually warm (100 degrees F) water that also bubbles and froths. A steam mephit stands perched on the edge of the tub, perpetually breathing into it to keep it warm. The mephit is bound to service to the arcanaloth and, if released, will flee. Near the tub, on shelves, are bottles of perfumes, unguents, lubricants, and aphrodisiacs.

An iron box rests on a pedestal surrounded by a circle of cushions. Within this box are 12 vials of agony (also known as "liquid pain").

* Liquid Pain: This thick reddish liquid is the distilled essence of pain, captured using special spells or items. It is highly sought after by outsiders. Initial Effect: User is stunned for 1D4+1 rounds and can take only partial actions for 1D6 minutes after that. Secondary Effect: 1D4+1 enhancement bonus to Charisma for 1D10+50 minutes. Side Effects: Feelings of intense pleasure last for 1D4 hours. Overdose: If more than one dose is taken in a 24-hour period, the user immediately falls unconscious for 1D4 hours (Fort DC 18 negates).

The walls have various chains and shackles and restraints at strategic points, many of these allowing full access to the entire level.

Chained to the wall are three nude female humans. These are peasants from the Kingdom of Slumber recently taken by the arcanaloth. They have been sexually abused, though they show no sign of torture, and one (one of the non-lucid ones) is now pregnant with a half-fiend. All of these women are Commoners (lvl 1, hp 3 each).

Two of the women are in shock and must be treated over several days to become lucid. The third is strong of mind (Wisdom of 16) and is lucid. Her name is Katralla and she hails from a village some 25 miles southwest of Morg's castle. She believes she has been held prisoner here for close to two years, though it is difficult to tell in this place (the last date she remembers coincides roughly with the last direct attack on Morg by the arcanaloth).

She will tell that the arcanaloth lives somewhere below (she has never been there), and she has not seen any other beings but the arcanaloth during her tenure here, though she is often drugged and not coherent.

She will say that she has heard human screams from below, and she knows several other females and males were here with her at one time, but they are gone and do not seem to have returned.

She will also say that the arcanaloth questioned all of them deeply about the Kingdom of Slumber, the Heroes of the Gem, and especially Morg and his family.

Level Six:

Stairs lead down from Level Five into the centre of this chamber. These steps are open to the room. Next to them, another set of stairs leads down to Level Seven.

This chamber appears to be a torture chamber. All sorts of wicked and vile instruments are here, along with the requisite restraining devices. Some of the contraptions here seem to mesh mechanical perfidy with arcane perfidy in horrific ways.

Included amongst the devices is an iron maiden of preservation (refer to the Book of Vile Darkness) a rack of irresistible torture (refer to the Book of Vile Darkness), and a pain extractor (refer to the Book of Vile Darkness).

Chained to the wall is a single nude male, horribly scarred and in shock. He was taken along with the women on Level Five and is now senseless. If somehow cured, he is a Commoner (lvl 2, hp 7).

Level Seven:

Stairs lead down from Level Six into the centre of this chamber. These steps are open to the room. Next to them, another set of stairs leads down to Level Eight.

This room appears to be the donjon of the tower. Fifteen cages of adamantium line the chamber, all locked by Arcane Lock spells cast by the arcanaloth (14th level). Each cage has a set of shackles in it that can also be locked by an Arcane Lock spell. Hanging from a rack on the wall are several iron masks with muzzles to prohibit verbal spellcasting.

All of the cells are currently empty.

Level Eight:

Stairs lead down from Level Seven into the centre of this chamber. These steps are open to the room. Next to them, another set of stairs leads down to Level Nine.

This level serves as the kitchen, slavery, and larder of the arcanaloth. The place is given over to ovens and stoves powered by enslaved magma mephits (over a dozen of them which will flee if released), several iron boxes are kept frosty by enslaved ice mephits.

A larder consists of rare and exotic fruits and spices, as well as hooks holding several mutilated humans with bowls at their feet to catch draining blood. The humans have been well seasoned and marinated.

Working here is an elderly Morakki woman, continually under the influence of a Dominate Person spell. She was an excellent cook for her master in northern Xydlont, and she was abducted by the arcanaloth when he dwelt on the material plane and she served him as both paramour and cook in her youth. Now she is old, but the arcanaloth still appreciates her cooking skills and he has versed her slowly in the ways of preparing the exotic delicacies he prefers. When the arcanaloth fled to Demogorgon's plane, he took his favourite cook with him.

The cook is an Expert (lvl 3, hp 10) who now remembers little of her former life. Nevertheless, there could be a reward for her return to Xydlont.

The cook will not help the party, but she will answer questions somewhat blankly. She can only speak Morakki and Infernal.

Level Nine:

Stairs lead down from Level Eight into the centre of this chamber. These steps are open to the room. Next to them, another set of stairs leads down to Level Ten.

This room serves as the arcanaloth's bedroom and private chambers. A plush canopied bed is here, along with a wardrobe made entirely of silver and carved with water sprays and spider webs. Within are a variety of garish and very expensive clothing. None of these are magical.

Hanging upon the wall is an ornate silver mirror, and plush carpets cover the floor. Several braziers stand unlit but with coals for heat when desired.

Several crystal chandeliers hang from the ceiling, each lit by a strange argent glow that is actually the trapped soul of a good person. This glow refracts off of the crystals and creates a prismatic effect that dances around the room. Smashing the crystals here will release the souls to wander this plane, lost and alone. If the crystals are smashed in the sanctum of a temple to one of the gods, then the souls will be released to their deserved resting places in the afterlife. Doing so is a noble act.

Leaning against a wall near the bed are a +3 greatsword and four +5 javelins. These weapons belong to the firre imprisoned on Level Ten.

Next to these weapons is a metal chest. The chest has no visible lock and is covered in arcane runes. It is closed by an Arcane Lock spell cast by the arcanaloth at 14th level. A Rune of Toxicity wards the chest.

* Rune of Toxicity: CR 4; spell; spell trigger; no reset; spell effect (rune of toxicity, 14th level sorcerer, Fortitude save [DC 19] negates, poison causes 3D4 temporary Constitution damage initially and a like amount 1 minute later); multiple targets (20 feet diameter); Search (DC 27); Disable Device (DC 27).

Within the chest are various coins of mintings from a variety of times and locales. The coinage amounts to 1000 cp, 2500 sp, 6000 gp, and 5000 pp. This is mixed in with some 220 gems worth an average of 1D6x100 gp each.

Standing near the bed in this room is a runic guardian, servant construct and bodyguard of the arcanaloth. The guardian is instructed to teleport to the arcanaloth should any intruders enter this level.

* Runic Guardian: CR 10; Large construct; HD 17D10+30; hp 139; Init +1; Spd 30 ft; AC 28 (touch 10, flat-footed 27); Atk +18 melee (2D8+7 [x2] and stunning strike, slams); SA runic spells, stunning strike; SQ DR 10/adamantium, darkvision 60 ft, construct traits, fast healing 10, find master, guard, shield master, greater teleport; AL N; SV Fort +5, Ref +6, Will +5; Str 24, Dex 13, Con -, Int -, Wis 11, Cha 1. Height 10 ft. Skills and Feats: none. Special Attacks: Runic Spells (Sp): Runic guardian holds the following spells inscribed in runes upon its body. Each of these is usable once per day as a spell-like ability as if cast by a 14th level sorcerer or cleric as appropriate. These are usually defensive spells cast upon its master on command. Head - entropic shield; Right Arm - sanctuary; Left Arm - mirror image; Right Leg - dispel magic; Left Leg - cure serious wounds; Torso - dispel good. DC = 12 + spell level. Stunning Strike (Ex): Any creature hit by a runic guardian's slam attack must make a successful Fortitude save (DC 25) or be stunned for 1 round, in addition to taking normal damage from the blow. Certain creatures are immune to stunning attacks. Special Qualities: Construct Traits: Immune to mind-affecting effects, poison, sleep, paralysis, stunning, disease, death effects, necromantic effects, and any effect that requires a Fortitude save unless it also works on objects. Not subject to critical hits, subdual damage, ability damage, ability drain, energy drain, or death from massive damage. It cannot heal itself but can be healed through repair. Cannot be raised or resurrected. Find Master (Su): No matter the distance, a runic guardian can find the piece of jewelry that connects it with its master, and it teleports to that spot when called. This ability functions even across planar boundaries. Guard (Ex): The runic guardian blocks blows, granting its master a +4 deflection bonus to AC. This power functions only when the runic guardian is within 5 feet of its master. Shield Master (Sp): A runic guardian's master, when in possession of the keyed piece of jewelry, can activate this defensive ability when within 150 feet of the construct. Shield master transfers 3/4ths of the damage that would otherwise be dealt to the master to the runic guardian instead. This ability otherwise functions like the shield other spell (caster level 25th), except that it provides no AC or saving throw bonuses. Greater Teleport (Sp): Once per day the runic guardian can use greater teleport (caster level 18th). It normally uses this ability to answer a call from its master, teleporting unerringly to its side.

Level Ten:

Stairs lead down from Level Nine into the centre of this chamber. These steps are open to the room.

This is Zirriloyut's sanctum sanctorium. Along the floor are enscribed various protective circles and inlays for inward magic circles of protection and permanent calling circles. A stone pedestal stands with a slanted top upon which to hold tomes.

Trapped within a calling circle currently is a firre eladrin, trapped by the arcanaloth and currently being prepared for eventual torment or corruption. The firre, if freed, will certainly attempt to aid good parties, otherwise fleeing as it is able.

* Firre: CR 10; Medium-sized outsider (chaotic, good); HD 8D8+8; hp 51; Init +6; Spd 40 ft, fly 90 ft (perfect); AC 24 (touch 12, flat-footed 22); Atk +16/+11 melee (2D6+10, +3 greatsword) or +13/+8 melee (1D6+7 and 1D6 fire, slam) or +15/+10 ranged (1D6+10, +5 javelin); SA spell-like abilities, spells, gaze; SQ DR 10/cold iron or evil, song, magic circle against evil, celestial qualities, alternate form; SR 27; AL CG; SV Fort +7, Ref +8, Will +9; Str 20, Dex 14, Con 12, Int 17, Wis 16, Cha 18. Height 5 ft 3 in. Skills and Feats: Bluff +15, Concentration +12, Diplomacy +19, Disguise +15, Hide +8, Intimidate +17, Knowledge (planes) +14, Perform +18 (singing), Search +8, Sense Motive +14, Spot +9, Spellcraft +14; Flyby Attack, Improved Initiative, Skill Focus (perform). Special Attacks: Spell-like Abilities: At will - detect thoughts, fireball, improved invisibility, persistent image, polymorph self, see invisibility, wall of fire; 1/day - prismatic spray. Cast as if by a 10th level sorcerer (DC = 14 + spell level). Spells: Firres in humanoid form can cast divine spells from the cleric list and the Chaos, Fire, Good, and Magic domains as 12th level clerics. Special Qualities: Song (Su): A firre has a captivating voice and can use bardic music just as a bard can, inspiring courage, fascinating, inspiring competence, or giving suggestions to those who hear it. Unlike a bard, a firre can sing as often as it likes. Gaze (Su): In humanoid form, deals 2D6 points of fire damage and causes blindness as the spell, range 60 feet, Fortitude DC 16 negates. Magic Circle Against Evil (Su): A magic circle against evil always surrounds firres, identical with the spell cast by an 8th level sorcerer. The effect can be dispelled, but the firre can create it again during its next turn as a free action. Alternate Form (Su): A firre can shift between its humanoid and fiery form (a floating pillar of fire) as a standard action. In humanoid form, it cannot fly or use its fire attacks, but it can use its gaze attack and spell-like abilities, make weapon attacks, sing, and cast spells. In the form of a pillar of fire it can fly, make slam attacks, and use spell-like abilities, but it cannot sing, cast spells, or use its gaze attack. A firre remains in one form until it chooses to take the other form. A change in form cannot be dispelled, nor does a firre revert to any particular form when killed. A true seeing spell reveals both forms simultaneously. Spells Prepared (6/6/5/5/3/3/2): 0 - guidance, light, purify food and drink, read magic, resistance, silver sword; 1 - bless, divine favour, invisibility to undead, remove fear, sanctuary, shield of faith; 2 - aid, lesser restoration, remove paralysis, silence, zone of truth; 3 - daylight, dispel magic, holy cloak, prayer, remove blindness/ deafness; 4 - dimensional anchor, freedom of movement, righteous mantle; 5 - dispel evil, flame strike, raise dead; 6 - heal, spellmantle. DC = 13 + spell level. Domains: Chaos (cast chaos spells at +1 caster level), Fire (turn or destroy water creatures, command or rebuke fire creatures 7/day), Good (cast good spells at +1 caster level), Magic (use devices with spell completion or spell trigger activation as a wizard of one-half the cleric's level). Domain Spells (1/1/1/1/1/1): 1 - burning hands; 2 - aid; 3 - dispel magic; 4 - wall of fire; 5 - fire shield; 6 - blade barrier.

Arcanaloth Tactics:

Zirriloyut is a genius in all respects of the word, and a very wise and cunning creature as well. He has ascended to high position in a very dangerous setting. As such, he has not survived and prospered for so long by being fooled or by using his many abilities foolishly. He will use every tool at his disposal to capture intruders if possible, or to kill them if not. He especially desires Morg's head, and will do what he can to slay the fighter, knowing the status and awe that will accrue to him in doing so.

The arcanaloth is likely to know of the party's coming long before the party reaches his demesne. Nevertheless, the DM can either assume he is somewhere deep in the tower when the party first approaches it, or a simple D10 can be rolled to determine what level he is on. The level will determine what activity he is involved in (i.e. if on Level Four he is likely dining).

In combat, Zirriloyut will certainly utilize his runic guardian to good effect, having it cast spells on him as appropriate and also sharing damage with it.

Zirriloyut will not summon another arcanaloth. The shame of having to admit his weakness, especially in the face of fighting Morg, would essentially ruin his reputation and it is unlikely he would survive long anyways.

* Zirriloyut the Arcanaloth: CR 19; Medium-sized outsider (evil); HD 14D8+14; hp 98; Init +7; Spd 30 ft, fly 50 ft (poor); AC 35 (touch 16, flat-footed 32); Atk +14 melee (1D4 and poison, [x2], claws) and +7 melee (1D6, bite); SA poison, spell-like abilities, spells; SQ DR 15/good, darkvision 60 ft, partial immunity to spells, yugoloth traits; SR 24; AL NE; SV Fort +11, Ref +13, Will +16; Str 11, Dex 16, Con 12, Int 20, Wis 18, Cha 17. Height 6 ft. Skills and Feats: Bluff +18, Concentration +15, Diplomacy +22, Gather Information +18, Intimidate +20, Knowledge (arcana) +20, Knowledge (planes) +20, Listen +19, Profession (scribe) +19, Search +20, Sense Motive +19, Spellcraft +22, Spot +19; Combat Casting, Empower Spell, Improved Initiative, Iron Will, Spell Focus (abjuration). Special Attacks: Poison (Ex): Claws are coated with poison (Fortitude save DC 18, initial and secondary damage of 1 point of Strength). Spell-like Abilities: At will - darkness, fly, heat metal, invisibility (self only), magic missile, shapechange, telekinesis, warp wood; 1/day - fear, major image. Caster level 14th; save DC 13 + spell level. Spells: Can cast arcane spells as a 14th level sorcerer. Summon Yugoloth (Sp): Once per day an arcanaloth can summon another arcanaloth with a 40% chance of success. Special Qualities: Partial Immunity to Spells: Mind-affecting spells have no effect on arcanaloths. Yugoloth Qualities: Immune to poison and acid, cold resistance 10, fire resistance 10, electricity resistance 10, telepathy with any creature within 100 feet that has a language. Possessions: ring of protection +3, staff of entrapment (refer to Magic of Faerun) with 16 charges, spell component pouch, scholar's outfit, cloak of battle (refer to Magic of Faerun), amulet connecting to the runic guardian, necklace of demons (refer to the Book of Vile Darkness) with 1 dretch sphere, 1 quasit sphere, 1 vrock sphere, and 1 hezrou sphere. Spells Known (cast 6/7/7/7/6/6/6/4): 0 - arcane mark, daze, detect magic, mage hand, mental alarm, minor ward, prestidigitation, read magic, resistance; 1 - alarm, identify, protection from chaos/evil/ good/law, shield, true strike; 2 - arcane lock, ethereal blast, see invisibility, spectral hand, web; 3 - clairaudience/ clairvoyance, lightning bolt, plunder thoughts, vampiric touch; 4 - chains of vengeance, liquid pain, rune of toxicity, warding globes; 5 - dominate person, lesser planar binding, teleport; 6 - legend lore, greater dispel magic; 7 - mage's sword. DC = 13 + spell level (15 + spell level for abjuration spells).

The Portal:

The portal works like normal magical portals as described in the Faerun Campaign sourcebook and the Manual of the Planes. It can only be used by Zirriloyut with or without a key or by someone bearing the portal key. Certain spells keyed to portals will also work on the portal.

Because of the godly barrier set in place by the Deceiver and strengthened by the gods before they returned to Slumber, outsiders cannot normally pass through the portal into the material plane. Instead, they are required to travel through the portal by routing it through the aster, forcing them to form an astral form in order to pierce the godly barrier. Natives to Therra, on the other hand, are unaffected by the barrier and can simply step through the portal, bringing their bodies with them.

The advantage to the outsiders is that, when on Therra after travelling through the portal, they are in their astral bodies and, if slain, simply return to their normal bodies, which are in a trance-like state on their home plane. The disadvantage is that while so travelling, their bodies are unaware of their surroundings and very susceptible to attack on their home planes. This is one reason the arcanaloth commissioned the creation of the runic guardian in the first place.

Experience:

In addition to normal experience (which in Therra is half of that recommended in the DMG), each party member should be rewarded as follows:

· The party releases the souls trapped in the chandeliers in a Therran temple: +5000 XP.
· The party rescues Katralla: +100 XP.
· The party frees the firre and returns its weapons to it: +1500 XP.

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