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15 COPYRIGHT NOTICE
Open Game License v 1.0 Copyright 2000, Wizards of the Coast, Inc.
System Rules Document Copyright 2000, Wizards of the Coast, Inc.; Authors Jonathan Tweet, Monte Cook, Skip
Williams, based on original material by E. Gary Gygax and Dave Arneson.
Master Adventures and Blood Runs Cold by one Roleplaying Games
Blood Runs Cold
by Chad MacPhee and Greg Oppedisano
Supervision by Mario Barbati
Graphic Design by OBully
Cartography by Guido Barbati and OBully
Artwork by Daniele Bigliardo
Software Engineer Anna Fava
Requires the use of the Dungeons & Dragons
Players Handbook, Third Edition, published by
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Dungeons & Dragons and Wizards of the Coast
are Registered Trademarks of Wizards of the Coast,
and are used with Permission.
Every Reference to other copyrighted material in no
way constitutes a challenge to the respective copyright
holders of that material.
A) The following elements in this book is hereby
designated as open game content, in accordance with
the open game licence:
1- Annelid, stats and description
B) the following elements in this book are hereby
identied as product identity:
1- All not mentioned at the point A
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Product Code: MA06
First edition: december 2004
one Roleplaying Games
www.onegames.com
master@onegames.com
Summary
4 Background
4 Adventure Synopsis
5 Character Hooks
5 ACT ONE
5 A. Lets not call it a tax lets consider it a protection fee
6 B. PsstWanna buy a golden dream?
9 C. An old man intervenes
10 D. By The Riverside
10 E. Silent Stalkers (EL 10)
11 The Cottonmouth
11 A. All Aboard! (EL 11)
12 B. Into the Hold (EL 9)
14 C. Prison Cells
14 D. Slippery Little Suckers (EL 9)
15 E. To Crush The Leechs Head (EL 11)
16 ACT TWO
16 A.The Blackened Fen
18 Random Encounters:
18 Optional Encounter A: Raslish and Llaniis on Patrol EL 10
19 Optional Encounter B: Bodaks in the Bog EL 10-14
19 Optional Encounter C: Chuul (EL 7-13)
20 B. The Temple of Hirudinea Areas 1-21:
21 Level One The Guard Towers:
21 Areas 1, 2 and 3. The Guard Rooms (EL 9 each)
23 Level Two The Slave Pens and Living Quarters
23 Area 4. Shipping and Receiving (EL 6)
25 Area 5. Tunnel Crew
25 Area 6. Troll Guard Room (EL 9)
26 Area 7. Lizardfolk Common Room
26 Area 8. Annelid Room
26 Area 9. Annelid Nest Room
26 Area 10. Meditation Chambers
28 Area 11. Treasury Vault (EL Variable)
29 Area 12. Storage Room
29 Area 13. Shrine of Hirudinea
29 Area 14. The Dreaded Guardroom (EL 11)
30 Area 15. The Shrine of Bones
30 Level Three
30 Area 16. The Temple of the Sleeping God (EL 17)
33 Concluding The Adventure
34 Appendix New Monsters
34 Annelid
35 Hirudinea Leech
36 Hirudineas Chosen (Annelid)
37 Leech Swarm
39 Mud Golem
4
Blood Runs Cold is a D20 system adventure for four to
six characters of 10th-12th level. The party should contain a
mix of classes, with at least one ghter and one mage. The
setting for the module is in and around the generic town of
Rivenwater. A good Referee can easily adapt it to any setting
or plunk Rivenwater into an area in their campaign. The
Referee is advised to carefully read the Appendix pertaining
to Annelids, as they are new and unusual creatures with
complicated abilities.
Background
Many generations ago the land that is now the Blackened
Fen was actually the thriving and warlike city-state of Shyyth.
Populated by a race of evil humans knows as Annelids,
Shyyth was a religious center of dark renown where the
Annelids held sacrice to their vile god Hirudinea. The
Annelids worshipped the Drinker of Life, Lord of Slime and
Leeches. They tattooed their bodies in leech-like patterns of
mud brown and deep ochre and drank the blood of their
enemies. As penance their priests would attach leeches
to the exposed parts of their bodies, always feeding their
essence to the Drinker in return for His granted powers.
Warlike and aggressive the Annelids frequently sent
parties out from their fen to capture and return with
slaves of other humanoid races to offer in sacrice to the
Great Devourer, the Drinker of Life. Champions of light
marshalled powerful forces and drove the Annelids from
Shyyth and later razed the city and the temple of Hirudinea.
The last act of the dark followers of Hirudinea was to sink
the vile altar of their god beneath the earth to hide it from
the forces of good and preserve it for when their god and
his followers would return. So broken and devastated
were the Annelids that they ed into the depths of the fen,
disappearing almost completely from the area.
Several priests of Hirudinea survived the destruction of
their civilization and set about rebuilding the power of their
people. Always were they sworn to secrecy, to never reveal
themselves and risk further reprisals from the goodly races.
In the seclusion of the fens they bred, becoming ever more
feral and akin to their dark Deity. Through dark pacts and
evil magic they began to assume the characteristics of the
horror that was their God. Eventually they became more
beast than man, merged irrevocably with the Lord of Blood.
Years passed and the people forgot of the Annelid scourge,
yet the fen remained blackened because at its center was a
buried altar to Hirudinea, a cancer in the heart of any land.
Today a nest of magically altered Annelids has nearly
completed rebuilding their temple in the Blackened Fen.
The Annelids are led by the evil and self serving Cleric
Husstillis, who has fallen out of favour with their dark
god. Husstillis has spent the last several years searching for
the fabled Altar of Shyyth, knowing if he can raise it he
will once again be Favored by the Drinker. Six months ago
Husstillis found the black altar and raised it from the earth.
Unfortunately the risen altar was still on the bottom of the
fen and removal from its original position would anger the
dark god. So Husstillis began the construction of a temple
in the swamp that would allow the Annelids access to the
altar. To meet this end he needed many slaves and so he
began subjugating the local lizard folk and searching the
surrounding countryside for hearty human slaves.
Husstillis sent his minion Sithanis forth to nd slaves
aboard the river barge Cottonmouth. Sithanis was very
successful in his searching and creating a network of slavers
amongst willing and greedy established thieves along the
length and breadth of the River of Teeth. Over the past year
dozens of people have been taken and sent up the river to
toil on the temple at the heart of the fen. Presently Sithanis
has moored their river barge Cottonmouth on the River
of Teeth in the harbour of the degenerate trading town of
Rivenwater. The temple is almost complete and the slaves
that now reside in the bowels of the Cottonmouth are likely
the last shipment to be sent to the fen.
The activities of the Annelid sect are not widely known
in Rivenwater, though they have successfully established
contacts with the local thieves guild, the Obsidian Knives,
to expedite the kidnapping of slaves. Dekker Reeve is
the increasingly bold guild head of the Knives, and very
interested in making as much money off of Sithanis as
possible. Reeve began taking only strangers and visitors to
the town hoping they would be less missed than locals but
of late he has begun kidnapping locals of low character.
Furthermore, Reeve has grown as bold as to begin snatching
strangers right off of the streets in Rivenwater in daylight.
Baron Andrinor, the ignoble ruler of Rivenwater is well
paid by the Annelids to look the other way. The Baron is
ignoring the pleas of his people to nd the source of all of
the missing townsfolk, and worse has instructed his guard
not to interfere with the Obsidian Knives or Sythanis
activities.
Adventure Synopsis
The rst Act of our adventure has the characters arriving
in Rivenwater and having a run in with Dekker Reeve and
his slavers. Interrogation of the defeated slavers or questions
asked of the local towns folk will lead the adventurers to the
mysterious Cottonmouth moored out from the harbour in
the middle of the River of Teeth.
Any investigation of the barge that is conducted prior
to walking on its deck will reveal that the crew of the vessel
is human. The party is likely completely unaware that it is
Annelids that they actually face, thinking the band no more
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than a gang of uncommonly powerful slavers or thieves.
Upon arriving at the docks the PCs may make their
way to the barge by any number of means. If they choose
they can procure a small skiff to take them to the barge
Cottonmouth anchored out in the river. Unbeknownst
to the party, if they attempt to board the ship by water
a group of giant crocodiles will surround their boat and
attack. Once they make it aboard the vessel, they will face
an ambush at the hands of a formidable force of Annelids,
Hiruds Chosen and of course, Ssythanis himself. The boat
is also guarded by many leeches and horrifying traps. The
guardians of Cottonmouth must be defeated in order to free
the slaves, discover the reason for the kidnappings, and nd
out about the temple being raised in the Blackened Fen.
Act two takes the party to the Blackened Fen to root out
the slavers and destroy the infestation of Annelids before
they desecrate their temple. After a perilous journey through
the Blackened Fen, well guarded by Lizardfolk patrols from
the Temple of Hirudinea and various wandering swamp
horrors, the party will nd itself in the heart of the Annelid
base of power. An almost fully desecrated temple of
Hirudinea is there, completely encased in hardened mud
with below water entrances that must be found in order to
be exploited. The above water entrances to the temple itself
are guarded by alert defenders but a party with the sense to
exploit the capture of the Cottonmouth or look for one of
the underwater doors will have an easier time penetrating
the structures defences. Once inside the temple the party
must overcome a force of mutated Annelids as well as a
host of other evil allies in order to succeed. The nal battle
with Husstillis the High Cleric of the Temple in the partly
ooded unhallowed underwater ground of the temple
amidst captured slaves and rising undead horrors should
provide a tting climax to the daring adventurers efforts.
Oh and did we mention the leeches
Character Hooks
Their blood is up!: The party is attacked by Dekkar Reeve
and his gang of slaving thieves as they make their way
through Rivenwater. All they need now is a push in the
right direction and many locals are interested in giving them
a nudge. Questioning locals will lead to the speculation that
the source of the slavers is the barge Cottonmouth moored
in the middle of the River of Teeth. See Act One: Section
B PsstYou should join us no really join us! for more
details.
The merchants bade us do it: Merchants frustrated by
the disappearance of fellow merchants and the inated
protection taxes being charged along the River of Teeth
have decided to act before they are run out of business. The
Merchants guild has heard rumors that slavers are operating
on the River of Teeth and that the local Lord Andrinor is
not responding. See Act One Section A Lets not call it a tax
lets consider it a protection fee for more details.
Necessity: The PCs are traveling though the area by
riverboat and are assaulted by the slavers in an attempt to be
captured and enslaved. Further investigation leads them to
the Cottonmouth and the Annelid hideout.
ACT ONE
A. Lets not call it a tax lets consider it a
protection fee
As the party travels upon the river road toward the
trading town of Rivenwater they round a bend in the
highway and encounter several wagons that have been
stopped by town guard. The guard and the caravan masters
are arguing vehemently over paying an extra sum of taxes
to Lord Andrinor to keep the highways safe. Apparently
the cost of doing business here has risen abruptly and the
merchants have lost patience. As the party approaches the
scene, read or paraphrase the following. By the end of this
encounter it should become apparent to the players that all
is not well in the town of Rivenwater.
The sun is just rising over the treetops as the morning
progresses on your journey. Travel in this country is relatively
easy going as the roads seem fairly well maintained. The
highway upon which you travel parallels the river and the
sounds of its sometimes turbulent waters are interspersed
with stretches of silence where all you seem to hear is the
sound of the wind in the trees. Rounding a curve in the
winding road you begin to hear the faint sounds of voices
from ahead, voices that seem to be raised in anger. Shortly
you are able to make out what appears to be a small caravan
that has been stopped at a guard post in the road. The
horses snort and prance nervously as several men clad in
what appears to be the livery of a noble house rummage
about the wagons. The caravan masters stand in a tight and
agitated group, shouting and cursing wildly at several soldiers
wearing the insignia of ofcers. One rather swarthy merchant
wearing trail worn leathers steps forward and shoves one of
the ofcers and before you can react he is on the ground, the
point of a drawn long sword held steady under his chin.
If they approach they will overhear the conversation
between the guard and the merchants, making it apparent
that the guards want more money than the merchants
are willing to pay. After a few moments several guards
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conscate some sacks of wares from the wagons, and
rudely bid the merchants be on their way. If the party
attempts to resolve the issue with violence, the merchants
will immediately beg them to stop, pay the fees and hastily
depart. The merchants are not interested in being branded
outlaws, nor do they wish for there to be bloodshed, they
are simply angry at being overcharged.
d Sergeant of the Guard (1): Male Human Ftr4;
Medium Humanoid ; HD 4d10+8 (Fighter); hp 39; Init
+5; Spd 20; AC 21; Atk +7 base melee, +5 base ranged; +9
(1d10+5, Sword, bastard, Masterwork); +6 (1d8+3, Mighty
composite longbow +3); AL LN; SV Fort +6, Ref +2, Will +2;
Str 16, Dex 13, Con 14, Int 10, Wis 12, Cha 8.
Skills: Climb +2, Jump +2, Intimidate +6.
Feats: Exotic Weapon Prociency: Sword, bastard,
Improved Initiative, Power Attack, Weapon Focus: Sword,
bastard, Weapon Specialization: Sword, bastard.
Possessions: Mighty composite longbow +3; Sword,
bastard, Masterwork; Full plate; Shield, large, steel; Arrows
(20); potion of endurance; potion of cure moderate wounds.
d Guards (8): Male Human Ftr1; Medium Humanoid;
HD 1d10+2 (Fighter); hp 12; Init +1; Spd 20; AC 18; Atk +2
base melee, +2 base ranged; +5 (1d10+2, Sword, bastard,
Masterwork); +2 (1d8, Longbow, composite); AL LN; SV
Fort +4, Ref +1, Will +1; Str 15, Dex 13, Con 14, Int 10, Wis
12, Cha 8.
Skills: Climb -3, Jump -3. Feats: Exotic Weapon
Prociency: Sword, bastard, Weapon Focus: Sword,
bastard.
Possessions: Sword, bastard; Longbow, composite; Splint
mail; Shield, large, steel; Arrows (20); potion of cure light
wounds.
If the party chooses to interact with the merchants out
of earshot of the guards to determine what has happened,
they may learn any of the following rumors on a Gather
Information or Diplomacy roll:
DC 10 Taxes have recently risen sharply in the town of
Rivenwater, and along the river road. The cost of doing
business in several towns is becoming prohibitive and the
merchants fear they will be driven out of business.
DC 15 The fees have risen in tandem with the
disappearance of visitors to the city. The merchants feel that
the Baron is doing little to protect strangers to Rivenwater
and the guards are doing less.
DC 20 Over the last several months local street people
and derelicts have begun to disappear from the docks
districts of various towns along the River of Teeth. When
they disappeared no one looked very hard to nd them.
DC 25 Baron Andrinor of Rivenwater is obviously
under the inuence of whoever is promoting the scourge of
kidnappings, and he has done little to curb its effects on his
population. Some even feel that the Baron himself a player
in this nefarious scheme.
One of the merchants introduces himself as Rotherian
Overhand, and informs the party that the merchants guild
in Rivenwater is quite concerned about the issues, but is not
currently in good standing with the local Lord. He offers
to pay the party 250gp if they can nd out the source of the
kidnappings and the put a stop to them. This is a small sum
but the merchants are not well to do.
When the PCs approach the guard tower for inspection,
they are asked to display their charter from the local Baron
in order to pass. The PCs of course have none, nor is any
charter they may hold considered valid by this particular set
of guards. They are told that since they are traveling within
the lands of Lord Andrinor without a charter they must
register immediately and pay a processing fee of 300 gold
pieces on the spot to receive their charter. The guards are
in fact quite exible and are basically interested in taking a
bribe. They make it plain that they can cause this incident to
be overlooked for a much smaller private fee of course. A
successful Diplomacy check DC 15 will take the fee down to
100gp, and a Diplomacy check DC 20 will reduce it to 50gp.
B. PsstWanna buy a golden dream?
As the PCs enter town they may notice that the general
bustling feel of a port town permeates the area. It is
apparent, however, that there are a large number of seedy
and unpleasant individuals simply hanging about. The
party will be faced with hostile glances and furtive looks by
passers-by as they progress through the town. Eventually
they will be approached by a group of kidnappers intent on
snatching up visitors and selling them to the slavers in the
barge on the river.
The town of Rivenwater nestles in a wide loop of the
River of Teeth, the waters in this area are fairly calm and
deep, affording the town a safe anchorage for the ships that
carry produce and goods to and from its port. A large docks
district crowds the waterfront and numerous piers jut rudely
into the river at several locations. A number of barges and
small ships are moored in the harbour and at the docks.
The smell that accompanies any port town hangs heavy in
the air, perfuming the place with the stench of unwashed
bodies and rotting sh. A maze of streets wind upward from
the docks through several neighborhoods of crowded and
rickety tenements, squat and crumbling inns and the greying

















8
warehouses of the merchants who base their operations in
the town. Rising upon a low hill overlooking the town are
several larger buildings made of hewn stone that appear to
be the houses of the wealthy or the nobility. Atop the small
hill encased in a high wall of grey granite squats Rivenwater
Manor, a four storey structure with large arching gothic
windows and fenced grounds. The press of the crowd is
somewhat uncomfortable as many of the people eye you
warily and either look away and quickly get to their business
or stare at you disconcertingly as if they were taking your
measure. As you pass a darkened and narrow alley you hear
a voice call to you from within. A few coins, all it will cost is
a few coins to walk the Golden Dreamhave ye not a few
coins yed like to be spending?.
Regardless of whether the party stops to interact with the
voice in the alley or not, they will soon make out several
shadowy gures clustered about within. A Spot check DC
15 will make it apparent that several people on the street
have abruptly stopped what they are doing and left the area
in haste. A Spot DC 20 will also reveal that several others
are watching the party closely and with what appears to be
great interest. If the party chooses to speak to the shadowy
gure in the alley, they will encounter Choresh, a member
of the local thieves guild. Choresh will attempt lure the
party into the alley way by offering to sell them something
they will be really interested in If they decide not follow
him, he becomes even more aggressive and attempts to
intimidate the party into doing so. Dekkar and his thugs
would prefer to waylay the party in the alley but if they have
to they will jump them in the street. Either way the party
is in for a scrap. The thieves are severely overmatched in
this brawl, and they begin to realize this after a very short
combat. They will then attempt to ee into the warren of
alleys and escape the PCs wrath. If the party gives chase, the
band splits up and runs in different directions, attempting to
use their Hide skill to escape.
d Dekkar Reeve (1): Male Haling, Lightfoot Rog7;
Small Humanoid; HD 7d6+7 (Rogue); hp 40; Init +8; Spd
15; AC 20; Atk +6 base melee, +10 base ranged; +3 (1d6,
Rapier, Masterwork); +11 (1d6, Mighty composite shortbow
+1); SQ: Haling traits (Ex); AL NE; SV Fort +5, Ref +11,
Will +4; Str 10, Dex 18, Con 13, Int 14, Wis 10, Cha 12.
Skills: Appraise +11, Climb -1, Disable Device +13, Hide
+14, Jump-1, Listen +13, Move Silently +12, Open Lock +15,
Search +11, Spot +11, Tumble +10, Use Magic Device +8, Use
Rope +6.
Feats: Alertness, Improved Initiative, Blind Fighting.
Possessions: Letter from Hussitillis, Rapier,
Masterwork; Mighty composite shortbow +1, +1 Studded
leather, +1 Buckler, Arrows (20), Masterwork; Rope,
silk (50 ft.); Thieves tools, Masterwork. potion of haste,
potion of cure serious wounds, potion of darkvision, Cloak
of resistance (+1).
d Choresh (1): Male Human Rog3; Medium
Humanoid; HD 3d6+3 (Rogue); hp 12; Init +6; Spd 30; AC
16; Atk +3 base melee, +4 base ranged; +4 (1d6+1, Rapier,
Masterwork); +5 (1d6+1, Mighty composite shortbow +1);
AL CN; SV Fort +2, Ref +5, Will +1; Str 12, Dex 15, Con 13,
Int 14, Wis 10, Cha 8.
Skills: Appraise +7, Disable Device +9, Hide +7, Listen
+5, Move Silently +7, Open Lock +9, Search +7, Spot +5,
Tumble +7, Use Magic Device+4, Use Rope+4.
Feats: Improved Initiative, Combat Reexes.
Possessions: Rapier, Masterwork; Mighty composite
shortbow +1; Studded leather, Masterwork; Buckler,
Masterwork; Arrows (20), Masterwork; Rope, silk (50 ft.);
Thieves tools, Masterwork; potion of cure light wounds x2;
potion of invisibility; 10 doses of Shaulk.
d Thugs (6): Male Human Rog1; Medium Humanoid
; HD 1d6+1 (Rogue); hp 7; Init +6; Spd 30; AC 16;
Atk +0 base melee, +1 base ranged; +1 (1d6+1, Rapier,
Masterwork); +2 (1d6+1, Mighty composite shortbow +1);
AL NE; SV Fort +1, Ref +4, Will +0; Str 12, Dex 15, Con 13,
Int 14, Wis 10, Cha 8.
Skills: Appraise +6, Disable Device +5, Hide +5, Listen
+4, Move Silently +5, Open Lock +5, Search +6, Spot +4,
Tumble +5, Use Magic Device +3, Use Rope +4.
Feats: Improved Initiative.
Possessions: Rapier; shortbow; Studded leather; Arrows
(20); Thieves tools; potion of hiding; potion of sneaking;
potion of spider climb.
Tactics: The thieves will hide in the alley and attempt
to make surprise attacks on any PCs who enter. If the
characters remain in the street the thieves will use their
tumbling abilities to position themselves to Sneak attack.
The minute 2 or more of them are down they will
immediately ee.
Development: If the party kills or captures Dekkar they
may nd the letter he received from Hussitillis inviting
him to the desecration ceremony at the temple. If the party
captures one or more of the thieves they can interrogate
them. A Diplomacy check DC 25 or an Intimidate check
DC 15 will reveal that the thieves were trying to kidnap the
adventures because they were new to town. The plan was
to sell them to the slavers on the barge Cottonmouth on
the river. The thieves will also tell the party that they were
9
reckless in their attempt to capture them because the barge
leaves tomorrow morning and it was their last chance to
make some easy coin.
Letter from Hussitillis (handout 1):
Master Dekkar,
The time is upon us for the beginning of the ceremonies.
Long have we laboured in secret for the greater power of
the Sleeping One. The culmination of our efforts is at hand.
Be present three days hence with a new group of devoted
pilgrims. I have included brief directions for your party on
the Cottonmouth.
Hussitillis
C. An old man intervenes
After the encounter has been played out the party is
approached by an elderly gentleman who witnessed the
encounter. He introduces himself as Berlin Threengers and
offers the party some useful information about the thugs.

As you pause to catch your breath after the tussle with the
street thieves you notice an elderly man in rumpled clothing
and a mud-stained apron looking at you intently from a
shop doorway. When he sees that you have noticed him he
approaches warily, eyes darting in all directions and motions
you to the shadow of a building.
If the party decides to speak with Berlin Threengers he
introduces himself and issues a warning to the PCs.
The man bend close you, warily watching for movement in
the street and begins to speak.
Yed best be watchin yer back laddies ifn yer meaning
to keep yer skins in one piece. Them toughs what ye just
run of well they be some o the scum what runs with that
Dekkar Reeve. Hes a nasty little piece o work that one is.
Listen close now cuz I aint got much time for chitchat. Those
fellas be not just after yer purse, but the rest of ye too ifn
ye take my meaning. People been dissappearin round here
lately, and none every heard from again, no bodies found
neither and its not that we aint been lookin for em.
If the party seems willing to listen he continues:
That imp (he gestures to Dekker) and his bullies are
kidnapping people I tells ya, strangers new to town and
travelers passin through. They thinks we dont notice, or








10
mebbe that they have us scared enough not to poke our noses
in, but I aint gonna stand still for it much longer. There be
a barge in the river, moored out of reach of the docks. I see
boats comin and goin from it after dark and they gots strange
bundles they loading onman-sized bundles. Stranger
yet in a tradin townnuthin ever came off that shipjust
bundles loaded on. Find Culthas at the docks ifn yer of a
mind to get to the bottom of this mess. He can get ye a boat
right quiet like. And if notwell watch yer backs cuz Im
guessin that little devil will be back with more of his friends.
I best go now afore Im noticed. You think on what ole Berlin
sez nowthink real hard.
The man quickly scuttles back into his shop and the door
closes with a loud snap. You hear the sound of a bolt sliding
home behind the door and shortly the shutters are closed
form inside. Apparently this shop is now closed for the day.
k Berlin Threengers: Male Human Exp4; Medium
Humanoid ; HD 4d6+4 (Expert); hp 30; Init -1; Spd 30; AC
9; Atk -1 base melee, +2 base ranged; AL NG; SV Fort +2,
Ref +0, Will +7; Str 3, Dex 8, Con 12, Int 15, Wis 12, Cha 10.
Skills: Appraise +6, Bluff +3, Craft (Pottery) +8, Diplomacy
+3, Gather Information +3, Knowledge (Local) +5, Listen +1.5,
Profession (Potter) +4, Ride +2, Sense Motive +4.
Feats: Iron Will, Skill Focus: Craft (Pottery), Toughness.
D. By The Riverside
If the PCs decide to search the docks district, they come
across a man named Culthas, who can provide them with
a skiff in which they can sail to the barge to investigate the
rumors of slavers. Culthas is a rather shifty-eyed man with
greying hair and an overgrown and scruffy goatee. He reeks
of cheap beer and is obviously at least half-drunk. Culthas
leads them to a secluded section of the docks and points out
a small, at-bottomed rowboat. He reminds the PCs that
wearing heavy armor in a small boat is not the wisest course
of action, but does not press the issue any farther. If the
party pays him or gives him any alcohol he thanks them and
tells them to be wary.
Surrounded by the inky blackness of deep night, you
wander about the docks seeking your contact. A cold wind
blows in gusts, tugging at your clothing and gear and sending
a chill down your spine. Raucous laughter and squeals can
be heard from the taverns that line the waterfront, along with
strains of music that shift now and then from long laments
and throaty ballads to jigs and reels for energetic dancing.
Lights twinkle on the river from the ships docked just out
of reach of the shore, as well as from a number of vessels
moored at the docks themselves. After wandering about for
some time your group is approached by a slender and shifty-
looking man. Stooped and bent, he walks with a slight stagger
as if not quite sober.
k Culthas, male human Com1: CR 1; Size M (5 ft., 9
in. tall); HD 1d4; hp 4; Init +0; Spd 30 ft.; AC 10; Attack +2
melee, or +0 ranged; SV Fort +2, Ref +0, Will +0; AL NE;
Str 15, Dex 10, Con 11, Int 14, Wis 11, Cha 10.
Skills: Concentration +2, Disguise +2, Heal +2, Hide +0,
Intimidate +2, Listen +0, Move silently +0, Ride +6, Spot +0;
Feats: Great fortitude, Skill focus (swim).
Languages: Common, Goblin, Elven.
Possessions: dagger, 4 cp.
E. Silent Stalkers (EL 10)
Once the PCs manage to load themselves and their
gear into the rickety skiff they can set off towards the barge
waiting in the middle of the river. After a few moments of
rowing the party is surrounded by a pack of giant crocodiles
that attempt to grab party members and capsize their boat.
Out upon the river your skiff dips and bobs with alarming
regularity as you row steadily out into deeper waters.
Glancing overboard you can discern nothing beneath the
inky black curtain of water that lies just inches below the
gunwales. Water seeps in through cracks in the boats
planking and you may yet have to bail some to keep this
craft aoat. The stench of rotting sh entrails hangs heavy
about you, and the bottom and sides of your skiff are coated
liberally with layers of aking scales and dirty red and orange
splotches that are slightly sticky when rubbed against. As you
glance outward toward the waiting barge a curious ripple in
the waves catches your eye, though silence is all you can hear.
d Animal, Crocodile, Giant (5): CR 4; Huge Animal
(Aquatic); HD 7d8+28 (Animal); hp 59; Init +1; Spd 20,
Swim 30; AC 16; Base Attack/Grapple: +5/+21, Atk: Bite +11
melee (2d8+12) or tail slap +11 melee (1d12+12); Full Attack:
Bite +11 melee (2d8+12) or tail slap +11 melee (1d12+12);
Space/Reach: 115 ft./10ft.; Special Attacks: Improved Grab;
Special Qualities: Hold Breath, low-light vision; Saves:
Fort +9, Ref +6, Will +3; Str 27, Dex 12, Con 19, Int 1, Wis
12, Cha 2
Skills: Hide +1*, Listen +5, Spot +5, Swim +16;
Feats: Alertness, Endurance, Skill Focus (Hide).
Improved Grab (Ex): To use this ability, a crocodile
must hit with its bite attack. It can then attempt to start
a grapple as a free action without provoking an attack of
opportunity. If it wins the grapple check, the crocodile
establishes a hold on the opponent with its mouth and
11
drags it into deep water, attempting to pin it to the bottom.
Hold Breath (Ex): A crocodile can hold its breath for a
number of rounds equal to 4 x its Constitution score before
it risks drowning.
Skills: A crocodile has a +8 racial bonus on any Swim
check to perform some special action or avoid a hazard.
It can always choose to take 10 on a Swim check, even if
distracted or endangered. It can use the run action while
swimming, provided it swims in a straight line. *A crocodile
gains a +4 racial bonus on Hide checks when in the water.
Further, a crocodile can lie in the water with only its eyes
and nostrils showing, gaining a +10 cover bonus on Hide
checks.
Tactics: The crocodiles use their Hide skill to sneak up
on the party unnoticed, and then proceed to make lunging
bite attacks at the PC nearest them. If they succeed in their
bite, they will grab onto an opponent and drag them into
the water, attempting to pin them to the bottom, see rules
for drowning. There is a 1 in 10 chance that each PCs will
capsize the boat each round if they enter melee combat with
the crocodiles.
Development: If the PCs survive the battle by either
slaying the crocodiles or driving them off they may approach
the barge. There is a chance Listen check DC 12 that the
lookouts on the barge heard the battle sounds and have
alerted the crew. If there is little chance of catching the
Annelids on the deck of the Cottonmouth by surprise.
The Cottonmouth
A. All Aboard! (EL 11)
The crew of the barge is busily going about their routines,
preparing to load their ill gotten gains and maybe some
more human cargo at dawn. The Annelids are using
their skill of Disguise +6, to keep their presence on the
Cottonmouth a secret. They are wary and watchful, as
they do not interact with the people in Rivenwater if they
can avoid it. The Annelid lookout in the rigging gets a +5
to his Spot check as he is actively watching the river. The
eight common deck slaves want no part of the combat that
ensues if the party tries to force its way onto the decks of the
Cottonmouth.
As you approach the barge you can make out the mufed
sounds of conversation drifting toward you on the night
breeze. A mist wreaths itself about your skiff then passes
on into the night, touching you with droplets of ne dew.
12
The sounds of celebrating and noisy carousing can be heard
from the city on shore, much of it emanating from the seedy
taverns of the waterfront. The barge lies just before you in
the mists, its three large masts pointing skyward, sails furled
and at rest. The craft spins a lazy circle in the slow current
at the far edge of its anchor line. Climbing to the deck may
present some difculty as there is no apparent ladder or
docking platform. As you approach the barge a voice calls
to you in common from aboard. Hoi the skiff! Identify
yourselves!
d Annelid, Male Ftr 2 (8): CR 5; Medium Monstrous
Humanoid; HD 1d8+1d10; hp 8, 9, 9, 10, 10, 11, 11, 12; Init
+4; Spd 20/40; AC 13, touch 10, at footed 13; Base Atk +3;
Grp +7; Atk +4 (1d6, Scimitar, Masterwork) or +4 (1d8,
Longbow, Masterwork); SA: Spell-like abilities, Latch; SQ:
Damage reduction 10/cold iron, Bloodsense; AL LE; SV
Fort +3, Ref +2, Will +4; Str 10, Dex 10, Con 10, Int 12, Wis
14, Cha 12.
Skills: Bluff +6, Disguise +6, Hide +10, Jump +4,
Knowledge (arcana) +6, Knowledge (the planes) +6, Listen
+7, Spot +7 Swim +15.
Feats: Improved Grapple, Improved Initiative, Iron Will,
Blind-Fight, Lightning Reexes.
Possessions: Scimitar, Masterwork; Longbow,
Masterwork; Leather Armor; Shield, large, wooden,
Masterwork.
Bloodsense (Ex): An Annelid can ascertain all foes
whom are warm blooded within 60 ft. The range of
Bloodsense is extended to 120ft. If the Annelid and the foe
are underwater.
Improved Grab (Ex): If an Annelid hits with a bite
attack, it deals normal damage and attempts to start a
grapple as a free action without provoking an attack of
opportunity. No initial touch attack is required.
Latch (Ex): An Annelid who has successfully grappled a
foe may immediately latch on by succeeding at a touch attack
(as a free action) with its bite. The Annelid drains blood,
1d4 points of Con, on any round in which it begins its turn
latched to a victim. Once latched all future grapple checks (to
remove or maintain the latch for example) are at +2.
k Deck Slaves (8): male human Com1: Medium
Humanoid; HD 1d4 (Commoner); hp 4; Init +0; Spd 30;
AC 10; Atk +0 base melee, +0 base ranged; AL N; SV Fort
+0, Ref +0, Will +0; Str 10, Dex 11, Con 11, Int 10, Wis 11,
Cha 9.
Tactics: If the party takes no precautions to avoid being
seen as they approach the boat they will be spotted and
warned to leave immediately. The Annelids are expecting
Dekker Reeve and will only allow him to board the vessel.
If the party is clever enough to impersonate him and dress
themselves up as kidnapped victims then the Annelids will
allow them to board the vessel. If the party is spotted and
continue to approach the vessel uninvited, the Annelids will
hide on the deck. The deck slaves will avoid combat unless
attacked directly at which point they surrender immediately.
If the party attempts to Climb aboard the ship from the skiff
the climb check to scramble up the sides is DC 18. Once
the party is on the deck the Annelids attack from behind
some crates and barrels (50% cover) and begin using their
hold person ability to keep the party at bay and wait for an
opportunity to close on a held character and start draining
blood. One of the Annelids will be in the rigging, using the
hold person ability on the party from above.
Developments: Combat on the deck of the Cottonmouth
is likely to draw the attention of the Hirudineas Chosen
below deck in cabins C (rst two). The check is Listen
DC 18. If they are alerted they will arrive on deck in three
rounds. There is also a chance that Ssythanis or Aloyasth
hears the combat (Listen DC 28) and begin to prepare in
the unlikely event that intruders penetrate to their lair in the
lowest hold of the ship.
B. Into the Hold (EL 9)
The Annelids are waiting below decks so as not to alert
the humans to their true nature. They normally make their
lair in the two forward cabins behind the stair.
A dark and narrow stairway leads down into the
recesses of the barge. No light emanates from below decks
whatsoever, but you can hear the mufed cries of what must
be the prisoners calling for aid. The barge rocks slowly in the
current, and you must concentrate to maintain your footing.
Wafting up from below is the unpleasant odor of unwashed
bodies and rotting excrement. The anguished calls from
below are growing more frantic.
d Hirudineas Chosen (2): CR 7; Medium Monstrous
Humanoid; HD 6d8+30 (Monstrous Humanoid); hp 54,
56; Init +2; Spd 30/swim 50; AC 17, touch 12, at-footed
15; Base Atk +4; Grp +15 (+19 if latched see below); Att
+12 (1d8+7 plus d6 constitution drain, Bite); Full Atk +12
(1d8+7 plus d6 constitution drain, Bite) and +11 (1d6+7,
Claws); SA: Spell like abilities, Improved Grab, Latch; SQ:
Damage Reduction 10 Cold iron, Improved Bloodsense,
Fire/Salt vulnerability; AL LE; SV Fort +10, Ref +4, Will +8;
Str 24, Dex 14, Con 20, Int 8, Wis 10, Cha 8.
Skills: hide +8 (+13 in water), listen +12, move silently +8








14
(+13 in water), spot +15, swim +20.
Feats: Improved Grapple, Improved Initiative, Multi
Attack, Weapon Focus Bite.
Languages: Common, Aquatic.
Spell-Like Abilities: At will hold person (DC 12 6th lvl
caster), hold animal (DC 12 6th lvl caster); greater magic
fang (16th lvl caster).
Improved Bloodsense (Ex): The Chosen can ascertain
all foes whom are warm blooded within 120 ft. The range
of Bloodsense is extended to 240ft. if the Chosen and the foe
are in or underwater.
Improved Grab (Ex): If a Chosen of Hirud hits with a
claw or a bite attack, it deals normal damage and attempts to
start a grapple as a free action without provoking an attack
of opportunity. No initial touch attack is required.
Improved Latch (Ex): A Hiruds Chosen who has
successfully grappled a foe may latch on by succeeding
at a touch attack (as a free action) with its bite. The
Chosen drains blood, 1d6 points of Con, on the round it
successfully latches. Once latched all future grapple checks
(to remove or maintain the latch for example) are at +4.
Fire/Salt vulnerability: A Hiruds Chosen who is
struck by salt or re will immediately loose its latch. Fire
deals +50% damage.
Tactics: The Chosen will use their hold person ability
once before closing on the nearest party member. The
frightened prisoners scream constantly through the battle,
calling to the PCs to free them.
Development: There is also a chance that Ssythanis or
Aloyasth hears the combat (Listen DC 25) and begin to
prepare in the unlikely event that intruders penetrate to their
lair in the lowest hold of the ship.
C. Prison Cells
Crammed shoulder to shoulder within tiny cells is a ragtag
assortment of sorry looking prisoners. They have obviously
been mistreated as to a man they are wan and pale, staring at
you from sunken eyes. The stench of unwashed bodies and
human excrement oats think in the air. As you enter the
room they clamor excitedly and begin to push and shove each
other in a press to get through the door. Calls of Freedom!
and Flee for your lives! echo all about you as the rabble
clambers toward the exit. One man cries Quickly, get above
decks and seize a skiff! We must be gone from here!
Development: If the PCs succeed in freeing the prisoners
they beg to be takes ashore as soon as possible. They
rush above decks and attempt to seize the rowboat. If the
PCs attempt to calm them they will listen provided the
party makes immediate allowance to have them ferried to
shore. One of the prisoners asks the party if they got the
leech priest and his warrior lackey. If the party responds
negatively they are instructed to search the stern of the ship
below decks. If the party attempts to block the prisoners
in the ship they attack barehanded, some even jumping
overboard to swim ashore.
If the party explores the forward hold they will discover
a stash of loot collected by the slavers. It consists of the
following: a silver tea service 250gp, a large tapestry depicting
warriors riding to battle 350gp, three crates of rare oysters
from the sea 250gp, 3 suits of masterwork chainmail.
D. Slippery Little Suckers (EL 9)
The large room marked D on the map is actually a pit
spanning the entire width of the ship. The pit has a leech
swarm living in it. They are companions of Ssythanis and
he enjoys feeding them the occasional slave as amusement.
The swarm strikes at any who enter the pit. The PCs will
have to cross through this pit of leeches to get to Ssythanis.
The clever cleric has also strung many threads of razor
sharp wire across the room, so that if a character were to
attempt to walk across the room they would have to make
a Dexterity checks (DC 18) each round or be cut for 1d8
points of damage every ve feet traveled. Characters who are
wear complete suits of metal armor (chain mail, plate mail,
or scale mail) receive a +5 bonus to this check.
Combat in the pit is tricky as well, as the oor is liberally
coated with a layer of thick, slippery slimy mud and water
3 feet deep. Combatants must make a Balance check each
round (DC 18) or slip and fall prone. The leeches, of
course, suffer no such penalties.
As you open the solid wooden door and peer within the
sight before you is disturbing indeed. A large section of the
ships decking has been removed, leaving just a gaping pit
near 10 feet deep. A ramp leads down into the pit, as well
as up the other side, to a door just 20 feet distant. A quick
glance reveals that someone of wicked intention has strung
strands of razor sharp wire across the length of the boat in all
directions. Crossing from this point to the door beyond would
be treacherous indeed. The pit section is lled with thick,
stagnant muddy water. The stench of rot and decay assaults
your senses.
d Leech Swarm: CR 8; Medium-Size Vermin (swarm
of ne creatures); HD 10d8+20; hp 48; Init +0; Spd 0, swim
30ft; AC 10, touch 10, at-footed 10; Atk/Grp: Swarm;
15
Attack: Swarm 2d6+Blood drain; Full attack: Swarm
2d6+Blood drain; Space/Reach: 5 ft. /0 ft.; SA: Distraction
(DC 17), Blood drain, Attach; SQ: Bloodsense, Fire/Salt
vulnerability; AL N; SV Fort +9, Ref +6, Will +3; Str 1, Dex
10, Con 14, Int -, Wis 10, Cha 2.
See Appendix New Monsters for details on Leech
Swarm.
Attach (Ex): Any creature struck by a leech swarm must
make a reex save DC 17 or the swarm attaches to them.
Treat the attached swarm as a 2d8+4 (13hp) swarm with all
of the statistics above. The new attached swarm only does d6
damage per round + d2 Blood Drain to the creature it has
attached to. The original swarm does not lose any hit dice and
may move on and nd other prey. Any damage done to the
attached swarm is also done to the creature it is attached to.
Blood Drain (Ex): A Leech Swarm can suck the blood
out of a living creature if it deals melee damage to that
creature. On the round it deals its melee damage it drains d4
points of constitution.
Bloodsense (Ex): A Leech Swarm can ascertain all
foes whom are warm blooded within 60 ft. The range of
Bloodsense is extended to 120ft. If the swarm and the foe are
in or underwater
Distraction (Ex): Any living creature vulnerable to
a swarms damage that begins its turn with a swarm in
its square is nauseated for 1 round; a Fortitude save (DC
10 + 1/2 swarms HD + swarms Con modier; the exact
DC is given in a swarms description) negates the effect.
Spellcasting or concentrating on spells within the area of a
swarm requires a Concentration check (DC 20 + spell level).
Using skills that involve patience and concentration requires
a DC 20 Concentration check.
Fire/Salt vulnerability: A Leech Swarm that is covered
in salt will immediately stop damaging the creature it is
attached to. Fire deals +50% damage.
Development: There is also a chance that Ssythanis or
Aloyasth hears the combat (Listen DC 18) and begin to
prepare in the unlikely event that intruders penetrate to their
lair in the lowest hold of the ship.
E. To Crush The Leechs Head (EL 11)
Before you is a large cabin taking up much of the stern of
the barge. The dark wood paneled walls have been etched
with strange sinuous sigils, which are difcult to decipher. A
small shrine at the far back of the room is draped in purple
cloth and bears a number of carvings depicting eels, lamprey
and leeches that glitter with a golden glow. A brazier upon
the small altar releases a thick cloud of smoke, which reeks
of incense into the air. The forms of two gures are clear
within the tendrils of smoke, one clad in studded leathers,
rippling with muscles and wielding a gleaming scimitar while
the other one wears owing robes over leather armor, a
monstrous black Morningstar at his hip. You hear the sound
of low chanting and hissing in some strange tongue.
This is the cabin shared by Ssythanis and Aloyasth. They
have retreated here to make their stand. Unless the party
has taken extraordinary precautions to mufe the sounds of
combat the Annelids are aware of the partys presence and
have been making preparations.
Tactics: Ssythanis and Aloyasth remain within their cabin
waiting for the PCs to come to them. If the Annelids have
heard the parties combats on the upper deck (Listen DC
25) or in the hold (listen DC 18) then Ssythanis has already
cast the following spells: on himself (resistance, shield of
faith, divine favor, protection from good), on Aloyasth (bulls
strength, endurance). Their altered stats are: Ssythanis
(AC 22[24 vs. good], +3 to all saves, +1 to all attack rolls),
Aloysath (AC 20, Str 20, all attacks at +2, melee damage at
+2, hp 101) If aware of the party Sythanis will hold an action
to cast bane and Aloyasth will draw his bow and hold an
action to shoot the rst thing that comes through the door.
Ssythanis casts his searing light spell from the scroll he
carries, then wades into melee. If reduced to less than 20 hp
he quaffs his potion of gaseous form and attempts to ee by
seeping through the wooden planks that make the sides of
the ship. Both Annelids will attempt to make use of their
hold person abilities.
d Aloyasth, Male Annelid, Ftr 5: CR 8; Medium
Monstrous Humanoid; HD 1d8+3 + 5d10+15; hp 53; Init
+4; Spd 20 ft. / swim 40 ft.; AC 19, touch 11, at footed 18;
Base Atk +9/+4; Grp +13 (+15 if latched see below); Atk
+11 (1d6+4, Scimitar +1 Human Bane [Atk +13 3d6+6 vs.
humans]); Full Att +11/+6 (1d6+6, Scimitar +1 Human Bane
[Atk +13/+8 3d6+8 vs. humans]); SA: Spell-like abilities,
Latch; SQ: Damage reduction 10/cold iron, Bloodsense; AL
LE; SV Fort +7, Ref +4, Will +5; Str 16, Dex 12, Con 16, Int
12, Wis 14, Cha 12.
Skills: Bluff +8, Disguise +8, Hide +12, Jump +6,
Knowledge (arcana) +8, Knowledge (the planes) +8, Listen
+9, Spot +9 Swim +15.
Feats: Improved Grapple, Improved Initiative, Iron Will,
Blind-Fight, Lightning Reexes, Weapon Focus Scimitar,
Weapon Specialization Scimitar.
Possessions: Longbow, Masterwork; Studded Leather
Armor +3; Shield, large, wooden, +2. Scimitar +1 Human
Bane, potion of cure serious wounds (2).
16
Bloodsense (Ex): An Annelid can ascertain all foes
whom are warm blooded within 60 ft. The range of
Bloodsense is extended to 120ft. If the Annelid and the foe
are underwater.
Improved Grab (Ex): If an Annelid hits with a bite
attack, it deals normal damage and attempts to start a
grapple as a free action without provoking an attack of
opportunity. No initial touch attack is required.
Latch (Ex): An Annelid who has successfully grappled a
foe may immediately latch on by succeeding at a touch attack
(as a free action) with its bite. The Annelid drains blood,
1d4 points of Con, on any round in which it begins its turn
latched to a victim. Once latched all future grapple checks (to
remove or maintain the latch for example) are at +2.
d Ssythanis, Male Annelid, Clr7: CR 10; Medium
Monstrous Humanoid; HD 1d8+1 + 7d8+7; hp 49; Init
+1; Spd 20 ft. / swim 40 ft.; AC 17, touch 11, at footed 16;
Base Atk +7/+2; Grp +11 (+13 if latched see below); Atk +9
(1d6+3, Morningstar +2; Full Att +9/+5 (1d6+6, Morningstar
+2); SA: Spell-like abilities, Latch, Spells; SQ: Damage
reduction 10/cold iron, Bloodsense; AL LE; SV Fort +7, Ref
+2, Will +9; Str 12, Dex 12, Con 13, Int 15, Wis 19, Cha 16.
Skills: Bluff +8, Concentration +12, Disguise +8, Handle
Animal +14, Hide +12, Heal +8, Knowledge (religion) +8,
Knowledge (the planes) +8, Listen +9, Spell Craft +6, Spot
+9, Survival +6, Swim +15.
Feats: Improved Grapple, Improved Initiative, Iron Will,
Combat Casting, Scribe Scroll, Leadership.
Domains: Water, Evil, Granted Powers: Cast evil spells
at +1 Caster Level, Turn or destroy re creatures as a good
cleric turns undead. Rebuke or command water creatures
as an evil cleric rebukes undead. Use these abilities a total
number of times per day equal to 3 + charisma modier
(7 times).
Spells Prepared (Clr 6/5+1/4+1/3+1/2+1): 0 - detect magic,
guidance, light, mending, resistance, virtue; 1st - bane, bless,
command, doom, entropic shield, *obscuring mist ; 2nd
- aid, hold person, enthrall, spiritual weapon, *desecrate;
3rd *magic circle against good, deeper darkness, summon
monster III, cure serious wounds; 4th poison, summon
monster IV, *unholy blight
Spells marked with an * are domain spells.
Ssythanis can convert any non-domain spell he knows
into an inict wounds spell of the appropriate level.
Possessions: Rod of Metamagic Silent; Morningstar
+2; Leather Armor +3; Shield, large, wooden, +1; Potion
of cure serious wounds (2); Scroll of cure light wounds,
shield of faith, bulls strength, owls wisdom, invisibility
purge, freedom of movement. Map of the Blackened Fen
(handout 2).
Bloodsense (Ex): An Annelid can ascertain all foes
whom are warm blooded within 60 ft. The range of
Bloodsense is extended to 120ft. If the Annelid and the foe
are underwater.
Improved Grab (Ex): If an Annelid hits with a bite
attack, it deals normal damage and attempts to start a
grapple as a free action without provoking an attack of
opportunity. No initial touch attack is required.
Latch (Ex): An Annelid who has successfully grappled a
foe may immediately latch on by succeeding at a touch attack
(as a free action) with its bite. The Annelid drains blood,
1d4 points of Con, on any round in which it begins its turn
latched to a victim. Once latched all future grapple checks (to
remove or maintain the latch for example) are at +2.
Treasure: Stashed in canvas bags hidden beneath a plank
are the following: 389 gp, 654 sp, 1130 cp, and a necklace of
large freshwater pearls 600 gp. The two leech statuettes on
the altar are made of pewter plated in gold and are worth
about 150 gp as a set.
Development: If the characters defeat Ssythanis and his
crew they will have effectively captured the Cottonmouth.
The letter of introduction dropped by Dekkar Reeve and
maps found upon the body of Ssythanis should provide
ample information to the characters about what their next
step should be.
ACT TWO
A.The Blackened Fen
The party will require a mode of travel to reach the
Blackened Fen. If they have defeated Ssythanis they should
have use of the Cottonmouth for travel. If for some reason
the party does not use the Cottonmouth then they should
arrange to purchase or rent a at-bottomed riverboat to
travel to the Blackened Fen, they will nd that it is also an
excellent mode of transportation for moving through the
Fen itself. Walking in the Fen is extremely time consuming
and difcult if not near impossible. Extremely spongy and
infrequent high ground is utterly surrounded by black water
of indeterminate depth and rich with vulgar life forms.
Bloodsuckers, leeches, mosquitoes, snakes and countless
other vermin, should discourage the party from trying to
walk through the swamp. If they need more encouraging
mention the damaging effect being soaked all the time has
on skin encased in armor, or the effect of soaking all of their
equipment for days. If the party chooses to y over the fen
then some of the random encounters will not be able to be
played as written and may be disregarded or modied as the
17
18
Referee sees t. As the PCs progress into the fen read or
paraphrase the following:
The river slides lazily past muddy banks as you approach
the entry to the Blackened Fen. Waters once clear and
rushing now sluggishly meander past clumps of scraggly
reeds and a few hardy shrubs that cling in desperation to the
long shallow banks of the waterway. You notice that the land
in this area is becoming increasingly atter as you progress,
and the waters appear to converge about the bases of ancient
and gnarled tree trunks that cluster in ominous groupings
to either side. A steady stream of black and brown leaf litter
and peaty dust-like debris oats away you as your passage
disturbs the glass-like surface of the still water. You can make
out the slithering and sinuous forms of many small water
creatures that slide and scuttle away from your passage,
eeing to the safety of darker waters. The ever-present stench
of rotting vegetation permeates the thickened air of the bog,
lling your nostrils with the odor of death and corruption.
The further you progress into the swamp, the darker it
becomes as the canopy of the giant trees surrounding you
begins to interweave in a mesh that attempts to block out
the light. The silence is cloying and heavy like the shroud of
nothingness that often hangs about ancient tombs, or deserted
and abandoned villages. Only the constant droning hum of
the many thousands of ying, crawling and hopping insects
pierces the silent gloom, a chittering and clicking of many tiny
hungry mouths lost in the gray mists.
Random Encounters:
The following random encounters can be utilized as
the Referee sees t and should be inserted at the Referees
discretion rather than rolled for. Each encounter should
only occur once if the creatures are defeated.
Optional Encounter A: Raslish and
Llaniis on Patrol EL 10
If the Referee chooses to have his or her party encounter
Raslish and Llaniiis, it may be wise to have the lizardfolk lay
an ambush since they are familiar with the layout of the fen.
If so, read aloud or paraphrase the following:
Sliding silently down the twisted waterways of the
Blackened Fen is becoming more and more difcult as the
tendrils of clinging vines and the twisted limbs of the massive
trees clutch at you greedily as you pass. Many ways present
themselves to you, as the waters coil and spin about clumps
of grassy vegetation and clusters of shrubbery and ancient
trees. The way before you narrows briey into a smooth
channel, humps of moss-covered vegetation rising up from
about you to either side effectively block your view of the
surrounding fen. Giant fronds from lush ferns and the tall
spiky points of sedges rustle in the gentle breeze, bringing to
you once again the fetid stench of rot and decay. Rounding
a bend you see the waterway part in front of you to form
a small round pool. Apparently the only way out is from
whence you came, and you are forced to turn about and
retrace your steps.
d Raslish (1): Male Lizardfolk Humanoid2/Bbn4:
Medium Humanoid (Aquatic); HD 2d8+4 (Humanoid),
4d12+8 (Barbarian); hp 53; Init +2; Spd 30; AC 15 (18
Barkskin); Atk +9 base melee, +7 base ranged; +9/+4
(1d4+4, 2 Claws; 1d4+2, Bite); +9 (1d4+6, Bite); +11 (1d8+6,
Longspear, Masterwork); +7 (1d8+3, Mighty composite
longbow +3); AL NE; SV Fort +9, Ref +3, Will +2; Str 18,
Dex 14, Con 15, Int 8, Wis 12, Cha 8.
Skills: Balance +3, Climb +10, Jump +12, Listen +8, Swim
+9, Survival +8.
Feats: Dodge, Weapon Focus: Longspear.
Possessions: Longspear, Masterwork; Dagger, silvered;
Mighty composite longbow +3, Arrows (20), Masterwork.
Potion of cure moderate wounds; potion of lesser restoration;
potion of cure serious wounds; potion of neutralize poison
x2; 150gp.
d Llaniiis (1): Female Lizardfolk Humanoid2/Drd4;
Medium Humanoid (Aquatic); HD 2d8+4 (Humanoid),
4d8+8 (Druid); hp 42; Init +2; Spd 20, 50; AC 17 (20
Barkskin); Atk +5 base melee, +6 base ranged; +5/+0 (1d4+1,
2 Claws; 1d4, Bite); +5 (1d4+1, Bite); +6 (1d6+1, Scimitar,
Masterwork); +6 (1d4, Sling); AL NE; SV Fort +9, Ref +3,
Will +7; Str 12, Dex 14, Con 15, Int 10, Wis 16, Cha 8.
Skills: Balance +1, Concentration +9, Jump+0, Knowledge
(nature) +7, Spellcraft +7, Swim +9, Survival +10.
Feats: Scribe Scroll, Track.
Spells Prepared (Drd 5/4/3): 0 - detect poison, guidance,
know direction, light, purify food and drink; 1st - entangle,
faerie re, obscuring mist, summon natures ally I; 2nd -
summon natures ally II, summon swarm, tree shape.
Possessions: Scimitar, Masterwork; Sling. Shield, large,
wooden. Bullets, sling (10), Masterwork. potion of blur;
wand of cure moderate wounds (Charges: 15); scroll of heat
metal, scroll of barkskin x3, scroll of melfs acid arrow, scroll
of aming sphere, scroll of warp wood.
d Animal, Snake: Medium-size Viper; Medium
Animal ; HD 2d8 (Animal); hp 9; Init +3; Spd 20, Climb 20,
Swim 20; AC 16 (+3 Dex, +3 natural), touch 13, at-footed
19
13); Atk/Grp:+1/+0; Attack: Bite +4 melee (1d41 plus
poison); Full Attack: Bite +4 melee (1d41 plus poison);
SA: Poison (Ex); SQ: Scent (Ex); AL N; SV Fort +3, Ref +6,
Will +1; Str 8, Dex 17, Con 11, Int 1, Wis 12, Cha 2.
Skills: Balance +11, Climb +11, Hide +12, Listen +5, Spot +5.
Feats: Weapon Finesse (Bite).
d Male Lizardfolk (6): Humanoid2/Bbn1; Medium
Humanoid (Aquatic); HD 2d8+4 (Humanoid), 1d12+2
(Barbarian); hp 20, 20, 21, 21, 23, 25; Init +2; Spd 30; AC
21; Atk +5 base melee, +4 base ranged; +5/+0 (1d4+3, 2
Claws; 1d4+1, Bite); +5 (1d4+4, Bite); +7 (1d8+4, Longspear,
Masterwork); +4 (1d8+2, Mighty composite longbow +2);
AL NE; SV Fort +7, Ref +2, Will +1; Str 17, Dex 14, Con 15,
Int 8, Wis 12, Cha 8.
Skills: Balance +3, Climb +6, Jump +8, Listen +5, Swim
+9, Survival +5.
Feats: Weapon Focus: Longspear.
Possessions: Longspear, Masterwork; Mighty composite
longbow +2; Dagger; Arrows (20); potion of cure light wounds.
Tactics: Llaniiis uses her viper to scout well ahead of
her patrolling party. The snake has excellent spot, hide, and
move silently abilities but a wary party may still discover
it. If the characters are on the Cottonmouth, Llaniiis will
use her snake to scout the boat. If the party is disguised
then allow the opposed checks of Disguise versus the Spot
of the viper. If the characters beat the snakes spot then
Llaniiis will lead her party to greet Ssythanis and the party
will effectively have surprised the Lizardfolk. Llaniiis is in
constant communication with her animal friend and if it
spots the party and beats their disguise check the lizardfolk
will submerge and move towards the adventurers, attempt
to surround them and set an ambush. The Lizardfolk will
use the waist deep water of the swamp for half cover and
initiate the attack on the party at bow range waiting for
the characters to come to them. If the party charges the
lizardfolk they will use their longspears to full advantage by
setting them for the charge. Raslish and Llaniiis will stick
together for the battle, and if forewarned of the parties
approach Llaniiis will cast barkskin on herself and Raslish.
The Lizardfolk are devoted to Hirudinea, the deity of the
Annelids and have been ordered to ght to the death to
defend their swamp from interlopers.
Optional Encounter B: Bodaks in the
Bog EL 10-14
If the DM decides to have the party encounter the
bodaks, they may wish to read aloud or paraphrase the
following:
Shadows play across the glassy ripples left in your wake
as you travel ever deeper into the depths of the Blackened
Fen. Suddenly the waters roil and foam, brown leaves and
swirls of greenish slime spin away from the disturbance.
Rising from the water abruptly amidst a horrible keening
wail are several humanoid forms. Elongated heads with
widely stretched mouths and eyes like tiny glowing coals
x unerringly upon you as the creatures advance in your
direction.
d Bodak (2-4): CR 8; Medium Undead; HD 9d12
Undead (Extraplanar); hp 58; Init +6; Spd 20; AC 20 (+2
Dex, +8 natural), touch 12, at-footed 18); Atk/Grapple:
+4/+5; Attack: +6 (1d8+1, Slam); Full Attack: +6 (1d8+1,
Slam); Space/Reach: 5 ft./5 ft. SA: Death gaze (Su); SQ:
Damage reduction 10/cold iron, darkvision 60 ft., immunity
to electricity, resistance to acid 10 and re 10, undead traits,
vulnerability to sunlight; AL CE; SV Fort +3, Ref +5, Will +7;
Str 13, Dex 15, Con --, Int 6, Wis 12, Cha 12.
Skills: Listen +11, Move Silently +10, Spot +11.
Feats: Alertness, Dodge, Improved Initiative, Weapon
Focus (slam).
Death Gaze (Su): Death, range 30 feet, Fortitude
DC 15 negates. Humanoids who die from this attack are
transformed into bodaks 24 hours later. The save DC is
Charisma-based.
Vulnerability to Sunlight (Ex): Bodaks loathe sunlight,
for its merest touch burns their impure esh. Each round
of exposure to the direct rays of the sun deals 1 point of
damage to the creature.
Tactics: The Bodaks are the undead remnants of those
who have been destroyed by the touch of Hirudineas
absolute evil. They are the remains of prisoners who have
been sacriced to desecrate the unholy temple to Hirudinea
that the Annelids are raising in the Blackened Fen. Bodaks
loathe the sunlight and will attack the party at night if
possible. If they encounter the party during the day they
will remain submerged in the blackened waters of the fen as
much as possible. The Bodaks hate all that is living but fear
the Annelids who have released them into the swamp to
guard the approaches to their temple.
Optional Encounter C: Chuul (EL 7-13)
As you oat along your path through the shadowy
darkness of the fen, your craft bucks and heaves suddenly,
throwing you off balance. Foaming sprays of stinking and
slimy water y out in all directions as out from under the
boat several huge insect-like creatures spring. Their massive
chitinous bodies are coated with layers of mud and lth, and
20
the stench is overwhelming. They hiss a long sharp rattling
call and reach for you with pairs of giant crab-like pincers.
d Chuul (2-5); CR 7; Large Aberration ; HD 11d8+44
(Aberration); hp 93; Init +7; Spd 30, Swim 20; AC 22(1
size, +3 Dex, +10 natural), touch 12, at-footed 19); Atk/
Grp: +8/+17; Attack: Claw +12 melee (2d6+5); Full Attack:
2 claws +12 melee (2d6+5); Space/Reach: 10 ft./5 ft. SA:
Constrict 3d6+5, improved grab, paralytic tentacles; SQ:
Amphibious, darkvision 60 ft., immunity to poison; AL CE;
SV Fort +7, Ref +6, Will +9; Str 20, Dex 16, Con 18, Int 10,
Wis 14, Cha 5.
Skills: Hide +13, Listen +11, Spot +11, Swim +13.
Feats: Alertness, Blind-Fight,Combat Reflexes,
Improved Initiative.
Constrict (Ex): On a successful grapple check, a chuul
deals 3d6+5 points of damage.
Improved Grab (Ex): To use this ability, a chuul must
hit with a claw attack. It can then attempt to start a grapple
as a free action without provoking an attack of opportunity.
If it wins the grapple check, it establishes a hold and can
constrict or on its next turn transfer a grabbed opponent to
its tentacles.
Paralytic Tentacles (Ex): A chuul can transfer grabbed
victims from a claw to its tentacles as a move action.
The tentacles grapple with the same strength as the claw
but deal no damage. However, they exude a paralytic
secretion. Anyone held in the tentacles must succeed on
a DC 19 Fortitude save each round on the chuuls turn or
be paralyzed for 6 rounds. The save DC is Constitution-
based. While held in the tentacles, paralyzed or not, a victim
automatically takes 1d8+2 points of damage each round
from the creatures mandibles.
Amphibious (Ex): Although chuuls are aquatic, they
can survive indenitely on land.
Skills: A chuul has a +8 racial bonus on any Swim check
to perform some special action or avoid a hazard. It can
always choose to take 10 on a Swim check, even if distracted
or endangered. It can use the run action while swimming,
provided it swims in a straight line.
Tactics: Chuul prefer to lay submerged in deep dark
water (at least 10 feet) waiting to surprise their prey. If the
party is in a boat the Chuul will use their Improved Grab
and reach to pull them from the boat and sink them under
the water, see rules for drowning.
Development: The Chuul have a lair that the party can
nd if a Track DC 25 is made. The DM may choose to
split the number of Chuul they roll between the random
encounter and the lair. The lair is a simple and unremarkable
cave laiden with the trinkets that have fallen off the prey the
Chuul have dragged back to their lair over the years.
Treasure: +2 Kama; Helm of underwater action;
Incandescent blue sphere ioun stone (Wis +2); scroll of color
spray, scroll of protection from arrows, scroll of web, scroll
of minor image; potion of ghoul touch; Bag of Holding with
300pp, and a dozen other pouches containing 843 gp and
1231 sp.
B. The Temple of Hirudinea Areas 1-21:
The temple of Hirudinea is a heavily defended bastion
of evil in the middle of deep pool of dark water called Lake
Blackwater in the heart of the Blackened Fen. The mound
is constructed from wood and mud and is hollow on the
inside, imagine a huge beaver lodge if you will. The mound
is thick and extremely resistant to all types of damage. If
someone wanted to break through the shell of the mound
they would have to contend with a hardness of 6 (mud
reinforced with wood) and 600 hp (10/inch x 60 inches
of thickness) and the sound created by such an endeavour
would certainly draw an organized attack from the temples
inhabitants.
The rst level of the Temple is the only part of the
structure that is completely out of the water and is accessible
from the outside without going under water. The second
level is air locked and completely enclosed the only possible
visible entrance is the docking point for the Cottonmouth,
which is blocked by a wall of stone (see area 4a.). The party
may also gain entrance to the second level by going through
tunnels that are cut 10 feet under the water and rise up into
the mound, but have no way of knowing about them unless
they take the time to scout the temple.
The rst challenge is nding the entrance. If the characters
observe the comings and goings of the inhabitants in and
around the temple they will notice Annelids and Lizard
folk swimming up to the mound and diving under the
water. They will also notice other folk appearing with a
froth of bubbles at the surface of the water near the mound.
From these observances it should be obvious that there
are entrances to the mound under the water and that the
entrances are located where the diving and bobbing is
occurring.
The other challenge is getting into the mound. If an
underwater entrance is found a character could easily hold
their breath and swim into the mound. The underwater
tunnels into the mound are only 30 feet long. Add that to the
10 feet the character must travel from the surface of the water
to the tunnel entrance and the total underwater movement
required is about 40 feet. The water around the mound
21
is 30 feet deep and characters who fail their Swim Checks
(DC10) because of heavy equipment may sink to the bottom.
Consider vision restricted under water to 10 feet because of
the nutrient rich water of Lake Blackwater.
If the party arrives disguised as Annelids and in control
of the Cottonmouth they will note a small mooring dock
for the boat at area 4a on the second level of the Temple.
There is a pull rope protruding from the mound that can
be reached from the dock. If the party pulls the rope a bell
will ring in area 4 and the Annelid there will use his Wand
of Transmute Rock to Mud in order to open the shipping
bay door in the wall of the mound.
The third level of the Temple is resting on the bottom of
Lake Blackwater and is accessible from the second level and a
tunnel that exits to the lake bottom from room 21. This level
is also water locked and completely enclosed. Unfortunately
the level is not completed yet and so there is much seepage
in of lake water and many parts of this level are partially
submerged.
As the party gains sight of the temple proper read or
paraphrase the following:
Creeping through the Fen silently searching for traces of
your quarry, you pass a screen of trailing vines and emerge
into an area less choked with underbrush. Through the
remaining growth you are able to make out a very large and
imposing structure of mud and sticks that seems to protrude
from the landscape abruptly, as if it were not a creation
of nature. A huge mud and wood mound rises out of the
blackened silent waters to spiral several dozen feet into the
air. Set into the structure in various locations are rows of tall
sharpened stakes, pointing both upward and outward as if to
serve as a crude defensive bulwark which could be defended
from outside attack. A number of clumps of wilted bushes
seem to have been purposefully placed about the surface
in a half-hearted attempt at camouage. You can make out
some movement behind these rows of sharpened stakes, but
cannot discern what lurks beyond. The noises of the fen that
had assaulted your senses up until this point are now eerily
silent and very little seems to move about the giant mound.
As you watch several humanoid forms exit the underbrush
on the other side of the clearing and swim quickly toward the
mound. After giving a short, high-pitched call as if in greeting,
the forms disappear beneath the waves, leaving a trail of
bubbles that eventually dissipates as silence once again claims
the Blackened Fen.
Level One The Guard Towers:
Level one of the Temple of Hirudinea is the only level of
the temple that is accessible from the outside without going
underwater. This level is primarily used as a lookout and a
defensible position. Approaching the Temple during the day
gives the defenders on the parapets a +5 circumstance bonus
to Spot the party and raise the alarm. If the party approaches
at night assign a 5 Spot circumstance penalty. Assaulting
the temple through this level would be extremely difcult.
Should combat occur in area one, two or three then all of
the defenders of this level should be given a listen check and
respond by raising a general alarm. Remember the listen
check for combat is DC 0, +1 for every ten feet of distance
from the combat. Should a general alarm be raised the
following table of events can be used to manage the action:
Sounding the Alarm Chart
Round Event
1 Characters hear alarm being sounded
2
All Defenders on level one move towards sounds of
combat
5
Bone Naga in room 15 arrives at top of ramp on level
one. The naga will have cast Mage Armor, Mirror
Image, Haste, and Globe of Invulnerability on itself
prior to leaving its lair.
10
Defenders from room 10 arrive at top of ramp on level
one
Areas 1, 2 and 3. The Guard Rooms
(EL 9 each)
As the party enters this room read or paraphrase the
following:
This small irregularly-shaped room with walls that are
seemingly constructed of rows of rounded mud brick,
plastered together. The walls themselves are smooth and slick,
as water beads and rolls gently down the surface to rest on
the oor of the chamber. Several niches have been carved out
of the walls apparently to be used for the storage of various
items needed by the occupants, as well as benches or beds
on which to sit or lie. Nowhere in this place is there a rough
edge or a pointed corner, as all seems to ow sinuously into
rounded and spiralling forms, giving the entire room the
startling effect of resembling the smooth, curved interior of a
seashell. A rounded opening leads to the exterior and through
it you can make out the shape of a wood palisade with a
muddy walking ledge lining its base. A large brass gong and
hammer hang near the wall suspended on a hook from the
ceiling.
Each guard room is exactly the same. The room is heavily
defended by Annelids and eight Lizardfolk guards.
d Annelid (4): Male Ftr 2; CR 5; Medium Monstrous
Humanoid; HD 1d8+1d10; hp 9, 10, 10, 11; Init +4; Spd
20/40; AC 13, touch 10, at footed 13; Base Atk +3; Grp +7;
Atk +4 (1d6, Scimitar, Masterwork) or +4 (1d8, Longbow,
22
Masterwork); SA: Spell-like abilities, Latch; SQ: Damage
reduction 10/cold iron, Bloodsense; AL LE; SV Fort +3, Ref
+2, Will +4; Str 10, Dex 10, Con 10, Int 12, Wis 14, Cha 12.
Skills: Bluff +6, Disguise +6, Hide +10, Jump +4,
Knowledge (arcana) +6, Knowledge (the planes) +6, Listen
+7, Spot +7 Swim +15.
Feats: Improved Grapple, Improved Initiative, Iron Will,
Blind-Fight, Lightning Reexes.
Possessions: Scimitar, Masterwork; Longbow,
Masterwork; Leather Armor; Shield, large, wooden,
Masterwork.
Bloodsense (Ex): An Annelid can ascertain all foes
whom are warm blooded within 60 ft. The range of
Bloodsense is extended to 120ft. If the Annelid and the foe
are underwater.
Improved Grab (Ex): If an Annelid hits with a bite
attack, it deals normal damage and attempts to start a
grapple as a free action without provoking an attack of
opportunity. No initial touch attack is required.
Latch (Ex): An Annelid who has successfully grappled a
foe may immediately latch on by succeeding at a touch attack
(as a free action) with its bite. The Annelid drains blood,
1d4 points of Con, on any round in which it begins its turn
latched to a victim. Once latched all future grapple checks (to
remove or maintain the latch for example) are at +2.
d Hirudineas Chosen (1): CR 7; Medium Monstrous
Humanoid; HD 6d8+30 (Monstrous Humanoid); hp
54; Init +2; Spd 30/swim 50; AC 17, touch 12, at-footed
15; Base Atk +4; Grp +15 (+19 if latched see below); Att
+12 (1d8+7 plus d6 constitution drain, Bite); Full Atk +12
(1d8+7 plus d6 constitution drain, Bite) and +11 (1d6+7,
Claws); SA: Spell like abilities, Improved Grab, Latch; SQ:
Damage Reduction 10 Cold iron, Improved Bloodsense,
Fire/Salt vulnerability; AL LE; SV Fort +10, Ref +4, Will +8;
Str 24, Dex 14, Con 20, Int 8, Wis 10, Cha 8.
Skills: hide +8 (+13 in water), listen +12, move silently +8
(+13 in water), spot +15, swim +20.
Feats: Improved Grapple, Improved Initiative,
Multiattack, Weapon Focus Bite.
Languages: Common, Aquatic.



23
Spell-Like Abilities: At will hold person (DC 12 6th lvl
caster), hold animal (DC 12 6th lvl caster); greater magic
fang (16th lvl caster).
Improved Bloodsense (Ex): The Chosen can ascertain
all foes whom are warm blooded within 120 ft. The range
of Bloodsense is extended to 240ft. If the Chosen and the foe
are in or underwater.
Improved Grab (Ex): If a Chosen of Hirud hits with a
claw or a bite attack, it deals normal damage and attempts to
start a grapple as a free action without provoking an attack
of opportunity. No initial touch attack is required.
Improved Latch (Ex): A Hiruds Chosen who has
successfully grappled a foe may latch on by succeeding
at a touch attack (as a free action) with its bite. The
Chosen drains blood, 1d6 points of Con, on the round it
successfully latches. Once latched all future grapple checks
(to remove or maintain the latch for example) are at +4.
Fire/Salt vulnerability: A Hiruds Chosen who is
struck by salt or re will immediately loose its latch. Fire
deals +50% damage.
d Lizardfolk (8): CR 1; Medium Humanoid (Aquatic);
HD 2d8+2 (Humanoid); hp 11; Init +0; Spd 30; AC 15
(+5 natural) or 17 (+5 natural, +2 heavy shield), touch 10,
at-footed 15 or 17; Atk/Grapple: +1/+2; Attack: Claw
+2 melee (1d4+1) or club +2 melee (1d6+1) or javelin +1
ranged (1d6+1); Full Attack: 2 claws +2 melee (1d4+1) and
bite +0 melee (1d4); or club +2 melee (1d6+1) and bite +0
melee (1d4); or javelin +1 ranged (1d6+1; AL N; SQ: Hold
Breath; Space/Reach: 5 ft./5 ft.; SV Fort +1, Ref +3, Will +0;
Str 13, Dex 10, Con 13, Int 9, Wis 10, Cha 10.
Skills: Balance +4, Jump +5, Swim +2.
Feats: Multiattack.
Possessions: Club; Javelin.
Hold Breath: A lizardfolk can hold its breath for a
number of rounds equal to four times its Constitution score
before it risks drowning.
Skills: Because of their tails, lizardfolk have a +4 racial
bonus on Jump, Swim, and Balance checks. The skill
modiers given in the statistics block include a 2 armor
check penalty (4 on Swim checks) for carrying a heavy
shield.
Tactics: At the rst sign of trouble the defenders will call
out for their compatriots in the other two rooms on the
rst level and attempt to raise the alarm by ringing the large
gong that is hanging near the wall. The round after they call
out, or if there are obvious sounds of combat the guards in
the other room will assign one Lizardfolk to ring the other
two bells and the rest will charge to meet the intruders. If
an alarm is raised please use the Sounding the alarm chart
to pace the Temple response to the intruders. The Annelids
will order the Lizardfolk forward as shock troops, and then
the Annelids will wade into the fray attempting to attack
particularly powerful looking spell casters. The Hiruds
Chosen will charge into the fray attacking a character that
appears to have a lower armor class.
Treasure: The lizard folk and Annelids have assorted
coins worth 500 gp. Each of the gongs is made of gold and
worth 500gp.

Level Two The Slave Pens and Living
Quarters
Area 4. Shipping and Receiving (EL 6)
Inside the mud covered mound is a large dome shaped room
with smooth sloping walls of hardened earth. Several piles of
crates are lying here in groups, most still sealed, but some with
the tops pried off and discarded to one side. Along one wall are
a number of crude cages made of poles tied together with rough
hemp rope. Most are empty, but two hold shivering and lthy
prisoners, lying on their sides. The doors to the cages have been
left ajar as if the captors do not fear their prisoners escape.
This room functions as the receiving area for slaves
and other ill gotten goods that Sythanis and his crew
bring back from their voyages up and down the River of
Teeth. The dozens of crates and barrels in this room are
lled with a variety of mundane items such as building
supplies, foodstuffs, wine and beer, clothing and a variety
of household items. The wall at 4a is stone, there is a
small bell rigged to the outside of the mound so that the
Cottonmouth can signal the Annelids to open the shipping
bay. The Annelids use a wand of transmute rock to mud
and a wand of transmute mud to rock in order to open
their shipping bay to the Cottonmouth when it arrives. If
the party arrives on the Cottonmouth, and disguised as the
Annelids, the sentry will use his wands to open the tunnel
for the party and order his slave crew to board the ship and
start unloading it. If the party attempts to rescue the slaves
they will leave with the party once they are sure that the
Annelids are defeated and will not track them down and
kill them. If combat should breakout the Cargo slaves will
ee to area 5 the minute ghting starts and huddle with
the slaves there waiting for the party to come to them and
make their intentions known. The slaves are terried of
the Annelids and will make no move against them nor
will they ee until they are sure that all the Annelids are
defeated.
24

25
d Annelid (4): Male Ftr 2; CR 5; Medium Monstrous
Humanoid; HD 1d8+1d10; hp 9, 10, 10, 11; Init +4; Spd
20/40; AC 13, touch 10, at footed 13; Base Atk +3; Grp +7;
Atk +4 (1d6, Scimitar, Masterwork) or +4 (1d8, Longbow,
Masterwork); SA: Spell-like abilities, Latch; SQ: Damage
reduction 10/cold iron, Bloodsense; AL LE; SV Fort +3, Ref
+2, Will +4; Str 10, Dex 10, Con 10, Int 12, Wis 14, Cha 12.
Skills: Bluff +6, Disguise +6, Hide +10, Jump +4,
Knowledge (arcana) +6, Knowledge (the planes) +6, Listen
+7, Spot +7 Swim +15.
Feats: Improved Grapple, Improved Initiative, Iron Will,
Blind-Fight, Lightning Reexes.
Possessions: Scimitar, Masterwork; Longbow,
Masterwork; Leather Armor; Shield, large, wooden,
Masterwork.
Bloodsense (Ex): An Annelid can ascertain all foes
whom are warm blooded within 60 ft. The range of
Bloodsense is extended to 120ft. If the Annelid and the foe
are underwater.
Improved Grab (Ex): If an Annelid hits with a bite
attack, it deals normal damage and attempts to start a
grapple as a free action without provoking an attack of
opportunity. No initial touch attack is required.
Latch (Ex): An Annelid who has successfully grappled a
foe may immediately latch on by succeeding at a touch attack
(as a free action) with its bite. The Annelid drains blood,
1d4 points of Con, on any round in which it begins its turn
latched to a victim. Once latched all future grapple checks (to
remove or maintain the latch for example) are at +2.
k Cargo Slaves, male (4), female(2); human Com1:
Medium Humanoid ; HD 1d4 (Commoner); hp 4; Init +0;
Spd 30; AC 10; Atk +0 base melee, +0 base ranged; AL N;
SV Fort +0, Ref +0, Will +0; Str 10, Dex 11, Con 10, Int 10,
Wis 11, Cha 9.
Tactics: The Annelid if confronted by a party from the
underwater entrance will try ghting retreat to room 6.
If he is unable to retreat he will attempt to call for help
drawing the reinforcements from room 6 in two rounds.
The reinforcements from room 6 will think that there has
been a slave uprising and not make an effort to attract further
reinforcements before they leave for room 4. If the party
can deal with the reinforcements quickly they may still hold
the element of surprise. The Cargo slaves will ee to room
ve the minute ghting starts and huddle with the slaves
there waiting for the party to come to them and make their
intentions known. The slaves are terried of the Annelids
and will make no move against them nor will they ee
until they are sure that all the Annelids are defeated.
Area 5. Tunnel Crew
Entering this area of the complex you see the evidence
of much work and tunnelling activity. Mud and roots form
the walls of the tunnel, still rough cut and not yet polished
smooth like the rest of the complex. A number of humans
toil here with digging tools moving the hardened mud out
of the tunnel in a series of small, wheeled carts. There is
rubble strewn about the oor and the slaves, all scrawny and
dishevelled, shovel clumps into the carts while others employ
pick-axes to dig the tunnel further toward its intended
completion. They look up startled at your entry and quickly
move away from you to cower nervously against a wall.
The Annelids have a slave crew hard at work building a
tunnel from area 5 to area 15, plus any slaves that have ed
here from area 5. The partially completed tunnel is visible
on the map as 5a. The party could expend a couple of
well placed rock to mud charges from the wand that they
could have found in area 4 to drill their way into room
15 and avoid the Temple denizens in rooms 6 through 14.
The slaves are being worked dreadfully hard, they fear the
party may get them in trouble with their Annelid masters
and be punished or killed. The slaves are not interested in
being saved but would prefer to be left alone by the party.
If the party insists on helping the slaves a few of them (roll
d4) will make a desperate attempt to run and warn their
masters. The slave will run rst to room 6 and then room
10 in hopes of nding an Annelid to come and kill the party.
Remember that the Cargo room slaves are less depraved
than the tunnelling slaves and will consent to be rescued by
the party.
Area 6. Troll Guard Room (EL 9)
Entering this room your senses are assaulted by a
particularly unpleasant stench. The room is round like the
others but the oor is coated thickly with a wet layer of
putrid green slime. Two large heaps of half-rotted vegetation
makes what appear to be nests off to one side. The bones of
what can only be past meals litter the oor, some with red
and oozing strips of half-rotten esh still attached. A fetid
pool of water occupies one part of the room, its black surface
unmoving in the still air.
This room is inhabited by 4 Scrag Troll mercenaries, who
have decided to join the Annelids rather than risk trying to
beat them. The Trolls are quite miserable that the majority
of slaves are being used for labour and then sacriced
instead of eaten, so the arrival of the party is welcome from
26
a culinary standpoint. If the trolls heard the party they are
hiding in the pool with the hopes of surprising the PCs,
otherwise they may be sitting or standing about according to
the wishes of the Referee.
d Troll, Scrag (4): CR 5; Large Giant ; HD 6d8+36
(Giant); hp 67, 64, 60, 59; Init +2; Spd 20, Swim 40; AC 16
(1 size, +2 Dex, +5 natural), touch 11, at-footed 14; Atk/
Grapple: +4/+14 Attack: Claw +9 melee (1d6+6); Full Attack:
2 claws +9 melee (1d6+6) and bite +4 melee (1d6+3); Space/
Reach: 10 ft./10 ft.; SA: Rend 2d6+9; SQ Darkvision 90 ft.,
low-light vision, regeneration 5, scent; AL CE; SV Fort +11,
Ref +4, Will +3; Str 23, Dex 14, Con 23, Int 6, Wis 9, Cha 6.
Skills: Listen +5, Spot +6.
Feats: Alertness, Iron Will, Track.
Rend (Ex): If a troll hits with both claw attacks, it latches
onto the opponents body and tears the esh. This attack
automatically deals an additional 2d6+9 points of damage.
Regeneration (Ex): Fire and acid deal normal damage
to a troll. If a troll loses a limb or body part, the lost portion
regrows in 3d6 minutes. The creature can reattach the
severed member instantly by holding it to the stump.
Tactics: The Trolls will blindly rush the rst character that
they see attempting to Rend their prey. If the Trolls kill a
character or knock a character unconscious they will spend
a round tearing the character apart and eating before they
attempt pay any attention to the rest of the party. This will
of course trigger attacks of opportunity but the trolls are
starving.
Area 7. Lizardfolk Common Room
This large room is also irregularly dome-shaped like most
of the others in the complex. A number of bedrolls line the
walls, with some sacks and a few wooden chests lying or
stacked nearby. Several rickety tables and stools are scattered
about, with the remnants of old meals and refuse lining the
oor.
This room is full of sleeping rolls and personal belonging
of the Lizardfolk who reside at the Temple. The Lizardfolk
are presently guarding level one of the Temple or out on
patrol in the swamp.
Area 8. Annelid Room
This large room is also irregularly dome-shaped like most
of the others in the complex. A number of bedrolls line the
walls, with some sacks and a few wooden chests lying or
stacked nearby. Several rickety tables and stools are scattered
about. The smoothness of the south wall of the room is
broken by a 24 inch diameter hole in the oor. Strange
markings can be found on the oor in front of the hole.
This room is full of the sleeping nests and the personal
belongings of the Annelids that reside at the Temple. The
Hole at area 8a is the sole entrance to the third level of
the Temple (It drops out into Area A of Room #16). It is
large enough to t MersTill Alist the Hirudean Leech pet
of Husstillis the High Cleric of Hirudinea. The third level
of the Temple is designed to only be accessed by Annelids
and that is why there is only a two foot entrance tunnel that
winds down into the darkness. The Annelids can of course
easily slither down to the third level. A Track check DC 12
will show that there is slimy residue crusted to the walls at
the entry to the tunnel. The PCs will have to nd another
way to get down. Small PCs could try to crawl down,
Medium sized PCs would need to take off armor in order
to attempt to crawl through. Treat crawling PCs as prone
for all purposes, movement rate at 5 feet. They might try
spells like gaseous form, reduce, or scout the tunnel with a
familiar and teleport down.
Area 9. Annelid Nest Room
These small rooms are all rounded and carved from the
mound to be perfectly smooth. Each is connected to the
others in a series of pods exiting to one room. In each is
a pile of vegetation and cloth, curled up to form a sleeping
nest. A few sacks of rough cloth drawn tight with ropes lie
near each nest, bulging with what you suppose to be the
belongings of the owners.
This room is comprised of 5 semi private rooms that the
Annelids live in. There is nothing of value here.
Area 10. Meditation Chambers
Entering this room you immediately notice that it is the
sleeping chamber of three persons. Bedrolls are scattered
about amidst sacks and boxes of personal possessions. A
number of wooden chairs and piles of pillows lie about
amidst the trappings of everyday living. The walls have
been decorated with brightly painted pictures of humans
covered from head to toe with slimy crawling leeches. The
paintings depict what appears to be some sort of rites where
the humans are being repeatedly bitten and drained, seeming
completely unconcerned, the humans continue eating and
27
drinking from jewelled chalices as the horrid leeches feed. A
brazier burns in the center of the room, emitting a cloying
scent and a grey cloud that hangs just below the ceiling.
This room is full of the sleeping rolls and personal
belongings of three high ranking Annelids who have been
chosen to undergo the rites to cleanse their humanity
forever and become Chosen of Hirudinea. They have been
meditating and communing with their dark deity for many
days, and will undergo their nal transformations during
the desecration ceremony, when they will drain the life from
their hapless captives.
d Lazulllist: Female Annelid Wiz5; CR7; Medium
Monstrous Humanoid; HD 5d4+10 (Wizard)+1d8; hp
30; Init +2; Spd 20, Swim 40; AC 11 (- 2 racial, +2 Dex, +1
magic); Atk: +3 base melee, +4 base ranged; Bite +3 (1d4
plus Latch), +4 (1d6+2, +2 Quarterstaff); +5 (1d8, Crossbow,
light, Masterwork); AL LE; SA: Spell like abilities, Improved
Grab, Latch; SQ: Damage reduction 10/cold iron,
Bloodsense; SV Fort +3, Ref +4, Will +6; Str 10, Dex 14, Con
15, Int 18, Wis 16, Cha 10.
Skills: Alchemy +11, Bluff +3, Concentration +9,
Disguise +2, Hide +2, Knowledge (arcana) +11, Knowledge
(War) +5, Listen +2, Move Silently +2, Spellcraft +11, Spot
+2, Listen +4.
Feats: Brew Potion, Combat Casting, Scribe Scroll,
Toughness, Alertness, Improved Grapple, Iron Will.
Possessions: Quarterstaff +2; potion of cure moderate
wounds; scroll of web, scroll of reball, scroll of confusion;
Bracers of armor +1; Cloak of resistance +1.
Spells Prepared (Wiz 4/4/3/2): 0 - dancing lights, daze,
detect magic, light; 1st - charm person, mage armor, magic
missile, summon monster I; 2nd - blur, aming sphere,
invisibility; 3rd lightning bolt, ame arrow.
Lazulllists Spellbook: 0 - arcane mark, dancing lights,
daze, detect magic, detect poison, disrupt undead, are,
ghost sound, light, mage hand, mending, open/close,
prestidigitation, ray of frost, read magic, resistance; 1st -
animate rope, charm person, color spray, feather fall, hold
portal, mage armor, magic missile, summon monster I; 2nd
- blur, cats grace, aming sphere, invisibility; 3rd - ame
arrow, lightning bolt.
d Animal, Snake, Tiny Viper; CR 1/3; Tiny Animal;
HD 1/4d8 (Animal); hp 7; Init +3; Spd 30, 15, Climb 15,
Swim 15; AC 20; Atk +2 base melee, +7 base ranged; +7(-2,
Bite); SA: Poison (Ex); SQ: Scent (Ex); AL N; SV Fort +2,
Ref +5, Will +1; Str 6, Dex 17, Con 11, Int 1, Wis 12, Cha 2;
Skills: Balance +11, Climb +12, Hide +18, Listen +8, Spot +8;
Feats: Weapon Finesse
d Plakk: Male Annelid Ftr4; CR7; Medium Monstrous
Humanoid ; HD 4d10+8 (Fighter)+1d8; hp 40; Init +6; Spd
20, Swim 40; AC 17 (-2 racial, +8 armor, +1 Dex); Atk:
+8 base melee, +6 base ranged; Bite +9 (1d4 plus Latch)
+10 (1d6+7, +1 Halfspear); +6 (1d8+4, Mighty composite
longbow +4); AL LE; SA: Spell like abilities, Improved Grab,
Latch; SQ: Damage reduction 10/cold iron, Bloodsense; SV
Fort +7, Ref +4, Will +4; Str 18, Dex 14, Con 14, Int 12, Wis
14, Cha 12;
Skills: Balance -4, Climb +4, Jump +4, Disguise +2, Hide
+2, Move Silently +2, Listen +2, Swim +11;
Feats: Power Attack, Cleave, Combat Reexes, Improved
Initiative, Weapon Focus: Halfspear, Improved Grapple,
Iron Will, Weapon Specialization: Halfspear.
Possessions: +1 Halfspear; Mighty composite longbow
+4, Masterwork banded mail, large steel shield, Cloak of
resistance (+1), potion of heroism, potion of cure moderate
wounds (3).
d Jannuuzz: Male Annelid Rog4, CR7; Medium
Monstrous Humanoid ; HD 4d6+4 (Rogue)+1d8; hp
26; Init +7; Spd 20, swim 40; AC 14(-2 racial, +3 Dex, +3
armor); Atk +5 base melee, +6 base ranged; Bite +6 (1d4
plus Latch), +7 (1d6+2, Masterwork short sword); +7 (1d6,
Masterwork Shortbow); AL LE; SA: Spell like abilities,
Improved Grab, Latch; SQ: Damage reduction 10/cold iron,
Bloodsense; SV Fort +3, Ref +8, Will +5; Str 14, Dex 17, Con
13, Int 18, Wis 16, Cha 14;
Skills: Disable Device +9, Disguise +11, Escape Artist +10,
Hide +12, Listen +12, Move Silently +12, Open Lock +8,
Search +11, Spot +10, Swim +9, Tumble +10, Use Rope +10;
Feats: Combat Reexes, Improved Initiative, Weapon
Focus: Sword, short, Improved Grapple, Iron Will.
Possessions: Masterwork Short sword; Masterwork
Shortbow, +1 Leather armor; Masterwork Thieves tools,
cloak of resistance +1; potion of invisibility, 5 potions of cure
light wounds; 2 potions of delay poison;
Bloodsense (Ex): An Annelid can ascertain all foes
whom are warm blooded within 60 ft. The range of
Bloodsense is extended to 120ft. If the Annelid and the foe
are underwater.
Improved Grab (Ex): If an Annelid hits with a bite
attack, it deals normal damage and attempts to start a
grapple as a free action without provoking an attack of
opportunity. No initial touch attack is required.
Latch (Ex): An Annelid who has successfully grappled a
foe may immediately latch on by succeeding at a touch attack
(as a free action) with its bite. The Annelid drains blood,
1d4 points of Con, on any round in which it begins its turn
latched to a victim. Once latched, all future grapple checks
28
(to remove or maintain the latch for example) are at +2.
Tactics: Lazulllist will rst attempt to charm any ghter
in the group and send his viper to warn Husstillis, while
Jannuuzz and Plakk will immediately charge the party and
ank, hoping to allow Jannuuzz to sneak attack either the
partys wizard or cleric. Plakk will then concentrate his
melee attacks on this person to bring them down and out
of the ght as soon as possible. After his initial sneak attack,
Jannuuzz will retreat and drink his potion of invisibility,
hoping to make another sneak attack against a vulnerable
party member (he will focus on wounded or spell casting
PCs if possible.) If the ght goes poorly, Jannuuzz will drink
his potion of gaseous form and ee to warn Husstillis of the
partys attack. Whether or not the charm person spell takes
effect, Laazulllist will next cast invisibility and move to where
he can strike the most number of party members with a
lightning bolt. He will continue to hurl spells at any available
target while attempting to have anyone he has charmed
protect him from harm.
Area 11. Treasury Vault (EL Variable)
You enter a large room that is signicantly different than
the others you have seen in this complex. Neatly lining
the walls are four chests of various sizes from a large trunk
made of wood bound in iron to a small coffer of silver inlaid
with a mosaic of obsidian. The walls of this chamber glisten
with the sheen of slick mud, as does the oor. The scent of
dampness and mildew pervades the area, and clusters of small
mushroom like plants grow in the crevices of the uneven walls.
Torches set into sconces in the walls shine with a ickering
radiance, though they seem to emit no heat or burn up at all.
This room comprises the treasury vault of the newly
desecrated temple complex. The chests, all locked and set
with horrifying traps, contain the loot amassed by the
Annelids in their campaign to recreate their base of power,
as well as several ancient relics brought with them through
the disaster that nearly destroyed them as a race. The room
appears empty of life, though it is in fact very well guarded.
A mud golem rests embedded in the walls of this room,
and will coalesce to attack anyone entering this room if the
password phrase Through darkness we come, to avenge
our ancestors is not spoken aloud. The golem animates
in the round immediately following the PCs entry to the
treasury vault and attacks relentlessly and without tactics,
battering down all who oppose it.
d Mud Golem: Large Construct; Hit Dice: 11d10+30
(90 hp); Initiative: -1; Speed: 20 feet (4 squares); Armor
Class: 22 (1 size, 1 Dex, +14 natural), touch 8, at-footed
22; Base Attack/Grapple: +8/+19; Attack: Slam +14 melee
(2d10+7 plus cursed wound); Full Attack: 2 slams +14 melee
(2d10+7 plus cursed wound); Space/Reach: 10 ft. / 10 ft.;
Special Attacks: Cursed Wound, Adhesion, Slow; Special
Qualities: Construct traits, damage reduction 10/adamantine
and bludgeoning, darkvision 60 ft., slow, immunity to
magic, low-light vision; Saves: Fort +3, Ref +2, Will +3;
Abilities: Str 25, Dex 9, Con , Int , Wis 11, Cha 1;
Cursed Wound (Ex): The mud golems damage doesnt
heal naturally and resists healing spells. A character attempting
to cast a conjuration (healing) spell on a creature damaged by
a mud golem must succeed on a DC 26 caster level check, or
the spell has no effect on the injured character.
Immunity to Magic (Ex): A mud golem is immune to
any spell or spell-like ability that allows spell resistance. In
addition, certain spells and effects function differently against
the creature, as noted below.
A move earth spell drives the golem back 120 feet and
deals 3d12 points of damage to it. A disintegrate spell slows
the golem (as the slow spell) for 1d6 rounds and deals 1d12
points of damage. A soften earth and stone spell cast directly
at a mud golem liquees it for a number of rounds equal
to the casters level and deals 5d10 points of damage. The
golem will slowly reform as the spell dissipates, becoming
mud again when the effects wear off. The golem gets no
saving throw against any of these effects.
Any magical attack against a clay golem that deals acid
damage heals 1 point of damage for every 3 points of
damage it would otherwise deal. If the amount of healing
would cause the golem to exceed its full normal hit points, it
gains any excess as temporary hit points. For example, a clay
golem hit by the breath weapon of a black dragon heals 7
points of damage if the attack would have dealt 22 points of
damage. A mud golem gets no saving throw against magical
attacks that deal acid damage.
Adhesion (Su): Any character making a successful
melee attack against the mud golem must succeed at a Reex
Saving Throw DC 14 or nd their weapon stuck fast within
the gluey substance of the mud golems body. Any weapon
so adhered may be removed with a DC 18 Strength check as
a standard action.
Slow (Su): Any creature hit with the mud golems slam
attack must make a Fortitude Save DC 14 or come under the
effects of a Slow spell as cast by a 10th level sorcerer.
Trapped Chests (4) See Below:
Chest #1: Small Wooden Chest
a Glyph of Warding (Blast): CR 6; spell; spell trigger;
29
no reset; spell effect (glyph of warding [blast], 16th-level
cleric, 8d8 sonic, DC 14 Reex save half damage); multiple
targets (all targets within 5 ft.); Search DC 28; Disable
Device DC 28.
Treasure: Coin: 175 gold coins; Scroll, arcane: Shocking
Grasp, Feather Fall; Scroll, arcane: Polymorph Other,
Slow, Fear.
Chest #2: Medium Wooden Chest
a Acid Arrow Trap: CR 8; magic device; visual
trigger (true seeing); automatic reset; multiple traps (two
simultaneous acid arrow traps); Atk +9 ranged touch and +9
ranged touch; spell effect (acid arrow, 18th-level wizard, 2d4
acid damage for 7 rounds); Search DC 27; Disable Device
DC 27. Cost: 83,500 gp, 4,680 XP. Note: This trap is really
two CR 6 acid arrow traps that re simultaneously, using
the same trigger and reset.
Treasure: Necklace of reballs Type 1; Elixir of Hiding;
Goggles of minute seeing; Dust of tracelessness.
Chest #3: Large Wooden Trunk
a Acid Fog Trap: CR 7; magic device; proximity trigger
(alarm); automatic reset; spell effect (acid fog, 11th-level
wizard, 2d6/round acid for 11 rounds); Search DC 31;
Disable Device DC 31.
Treasure: 542 gp; 95 platinum coins; 10,873 silver coins
Chest #4: Small Silver Coffer (Coffer valued at 100 gp)
a Energy Drain Trap: CR 10; magic device; visual
trigger (true seeing); automatic reset; Atk +8 ranged touch;
spell effect (energy drain, 17th-level wizard, 2d4 negative
levels for 24 hours, DC 23 Fortitude save negates); Search
DC 34; Disable Device DC 34. Cost: 124,000 gp, 7,920 XP.
Treasure: Ring of Feather falling; Ring of Swimming;
Pearl of power (1st level spell)
Area 12. Storage Room
This small room is obviously a storage chamber. It is
cluttered with crates, boxes and barrels of supplies as well as
several large sacks. Shelves have been built into the walls as
well as several huge wooden bins apparently for storage of
certain bulk items.
The room contains foodstuffs and other mundane supplies.
Area 13. Shrine of Hirudinea
This small room is dark and quiet, tucked out of the way
off the side of the passage. The walls have been polished
to a smooth glossy nish, and water drips down them is
rivulets to puddle on the wet oor. A few grass mats are
spread across the oor in a row. Facing you across the
chamber is a small carved idol resting upon a dais. The idol
depicts a humanoid with the facial features twisted into
a horrible parody of a leech or a lamprey. Rows of razor
sharp teeth ring the powerful jaws, and two tiny jewelled
eyes twinkle eerily in the ickering light of oil lamps set into
the walls.
This alcove contains a small shrine to Hirudinea. The
inhabitants of the temple who are not allowed to worship
on the third level may do so here. The jewels set into the
statue are tiny perfect rubies, each worth 50 gp if priced out
of the idol. Anyone touching the idol triggers its trap to
spring. If the PCs spring the trap, read or paraphrase the
following:
As you reach out and touch the idol you hear an odd
clicking noise. The mouth of the idol suddenly opens wide,
spraying out dozens of tiny glittering darts!
a Fusillade of Greenblood Oil Darts: Trap CR 7;
mechanical; location trigger; manual reset; Atk +18 ranged
(1d4+1 plus poison, dart); poison (greenblood oil, DC 13
Fortitude save resists, 1 Con/ 1d2 Con); multiple targets
(1d8 darts per target in a 10-ft.-by-10-ft. area); Search DC
25; Disable Device DC 25. Market Price: 33,000 gp.
Area 14. The Dreaded Guardroom (EL 11)
You have entered into a much larger chamber than any
of the others that you have encountered upon this level of
the temple complex. The walls rise up around you in the
darkness, glistening and wet with condensation. Several
irregular pillars of mud and clay seem to support the vault of
this chamber. The ceiling appears to be nearly 20 feet high at
its apex, gradually sloping to near 6 feet at the outside edge.
The oor is completely covered in murky black water, the
depth of which seems not to exceed 6 feet, although in the
shadows it is difcult to tell precisely. There are no torches,
lamps of other illumination whatsoever in this room and
silence pervades the area.
There is no light in this room.
d Water Naga (4): CR 7; Large Abberation (Aquatic);
Hit Dice: 7d8+28 (59 hp); Initiative: +1; Speed: 30 ft. (6
squares), swim 50 ft.; Armor Class: 15 (1 size, +1 Dex,
30
+5 natural), touch 10, at-footed 14; Base Attack/Grapple:
+5/+12; Attack: Bite +7 melee (2d6+4 plus poison); Full
Attack: Bite +7 melee (2d6+4 plus poison); Space/Reach: 10
ft./5 ft.; SA: Poison, Spells; SQ: Darkvision 60 ft.; Saves:
Fort +6, Ref +5, Will +8; Abilities: Str 16, Dex 13, Con 18, Int
10, Wis 17, Cha 15;
Skills: Concentration +12, Listen +7, Spellcraft +8, Spot +7,
Swim +11;
Feats: Alertness, Combat Casting, Eschew Materials
B
,
Lightning Reexes;
Water nagas speak Aquan and Common.
Spells: Water nagas cast spells as 7th-level sorcerers but
never use re spells.
Sorcerer Spells Known (6/7/7/4; save DC 12 + spell level):
0acid splash, daze, detect magic, light, mage hand, open/
close, read magic; 1stexpeditious retreat, magic missile,
obscuring mist, shield, true strike; 2ndinvisibility, acid
arrow, mirror image; 3rdprotection from energy, suggestion.
Poison (Ex): Injury, Fortitude DC 17, initial and secondary
damage 1d8 Con. The save DC is Constitution-based.
Skills: A water naga has a +8 racial bonus on any Swim
check to perform some special action or avoid a hazard.
It can always choose to take 10 on a Swim check, even if
distracted or endangered. It can use the run action while
swimming, provided it swims in a straight line.
Tactics: The nest of Water Nagas are charged by their
master Husstillis to guard this room against all hostile
intruders. The Nagas are intelligent and will use their spells
to maximum effect to defend their lair. The Nagas hide in
the dark at 14a watching the entrance to room. If they spot
the party on the rst round they will use their silent spell
metamagic feat to cast Invisibility on themselves and move.
On the second round they will cast mirror image and move
again. On the third round the Nagas will cast expeditious
retreat. On the fourth round they will cast protection from
energy (re). Once buffed up the Nagas will stop using their
Silent Spell metamagic feat and cast acid arrow on the party
wizard and Cleric, hoping to disable them quickly. The
Nagas will attempt to continue using their higher level spells
until forced to engage in melee. The Nagas ght to the death
never asking for quarter or granting any.
Area 15. The Shrine of Bones
Prominent in this area is a disturbing sight to behold. A
large rack has been afxed to the wall and is crammed with
rows of carefully stacked humanoid bones. Skulls in rows
grin at you from their grisly resting place, some sporting
fractures to the head and face that surely were fatal wounds.
Each skull is painted with a strange glyph in blood on its
forehead. The rest of the bones are stacked in cubby holes
beneath the shelves of skulls, some blackened and burned,
others broken and twisted, with scraps of leathery sinew still
attached. A small altar is set here, graven with similar sigils to
those inscribed upon the bones on the shelves.
The shrine of bones is constructed from the skulls and
bones of various human, lizardfolk and Annelids. The
shrine acts as a reminder to all the price of failing Husstillis
and the dark god Hirudinea. The bones are inscribed with
unholy symbols of Hirudinea (Knowledge Religion DC18 to
identify). The altar itself bears a Glyph of Warding trap set
upon it by Hussitillis to punish the unfaithful.
a Glyph of Warding: CR 3, Spell Glyph (Bestow
Curse: Referee chooses effect) Will Negates, DC 20, Search
(rogue only) DC 28, Disable Device DC 28
Level Three
Area 16. The Temple of the Sleeping
God (EL 17)
The air within his cavern-like room is stale and smells
sharply of some exotic incense. The chamber stretches away
from you across a stagnant pool of brackish water, leaves and
debris swirling about in the brown and fetid stuff. A narrow
causeway leads from your position to a raised mud platform
in the center of the room. Atop this muddy mound is afxed
a large slab of moulded clay, glistening with a sickly red-
brown color. The slab is clearly an altar to some foul deity,
as several grinning humanoid skulls are positioned about it,
their eye sockets set with glittering gemstones. Strange runes
are carved into the rounded altar block. Atop the altar is the
fresh corpse of horribly tortured humanoid creature. Behind
the altar is a large man. He spits slime at you as you enter,
hands already moving in the process of casting a spell.
This room is the Temple of Hirudinea and the rune
covered slab at the back is the risen Altar of Shyyth. The
corpse on the altar will rise as a bodak in three rounds. The
temple is also inhabited by the very special pet of Husstillis
the High Cleric of the Temple. Husstillis found the vermin
on the plane of slime and raised it. MersTill Alist has been
fed only the nest morsels of human esh and cared for
with the strongest magic to grow it to its present size. The
Altar is trapped with a Glyph of Warding.
a Glyph of Warding: CR 3, Spell Glyph (Acid Spray,
3d8 damage, 5 ft. radius burst centered on target) Reex
31
Negates, DC 20, Search (rogue only) DC 28, Disable Device
DC 28.
Tactics: Husstillis has positioned himself behind the altar
at the furthest possible distance from the invading party
members, all the better to cast his spells as they attempt to
come to him. PCs attempting to cross the causeway any
faster than a walk need to make a Balance check DC15 due
to the slippery nature of the mud or slide into the pool.
MersTill Alist lurks beneath the waters, and will spring to
attack any PC who moves onto the causeway or falls into
the water. The leech will bite, grapple, latch and attempt
to swallow its prey. The pool itself is an average of ten
feet deep and its bottom is thick with sticky mud, making
drowning a real possibility for anyone in heavy armor.
If Husstillis has been warned in advance he will cast the
following spells in order: aid, bulls strength, water walk,
and spell immunity (reball). If he has time he will also
drink a potion of Flying in preparation for the battle. At
the beginning of the battle he will attempt to hold the PCs,
allowing the leech to kill them for him. Should this tactic fail
he remains at his altar (which he has inscribed with a glyph
of warding) as long as possible, casting magic circle against
good on himself and casting ranged spells at the party. If
the PCs seem to be getting close to him he uses his greater
magic fang ability, then prepares to enter melee.
Should the battle go poorly he will cast deeper darkness,
activate his water breathing special ability and attempt to
ee through the water, trying to put as much distance as
possible between himself and the PCs. If they follow he
casts word of recall and disappears to his underground
hideout.
d MersTill Alist; Hirudinea Leech, Huge Vermin,
Outsider CR 10; HD 14d8+56, hp 112; Init +6; Spd 10ft.,
Swim 40ft., AC 22, touch 10, atfooted 20; Base Atk +22;
Grp +34 (+38 if latched); Atk +22 (2d6+8, Bite); SA: Swallow
Whole, Improved grab, Latch; SQ: Bloodsense, Fast healing
5, Spell resistance 18, Slime coating, AL LE; SV Fort +12, Ref
+8, Will +10; Str 26, Dex 14, Con 16, Int 10, Wis 10, Cha 10.
Skills: Balance +14, Climb +14, Hide +18 (+23 in water),
Swim +23.
Improved Bloodsense (Ex): The Hirudinea leech
can ascertain all foes whom are warm blooded within 120
ft. The range of Bloodsense is extended to 240ft. If the
Hirudinea leech and the foe are in or underwater.
Improved Grab (Ex): If a Hirudinea leech hits with
a bite attack, it deals normal damage and attempts to start
a grapple as a free action without provoking an attack of
32
opportunity. No initial touch attack is required.
Improved Latch (Ex): A Hirudinea leech has
successfully grappled a foe it may latch on by succeeding at
a touch attack (as a free action) with its bite. The Hirudinea
leech drains blood, 1d6 points of Con, on the round it
successfully latches. Once latched all future grapple checks
(to remove or maintain the latch for example) are at +4.
Swallow Whole (Ex): If a creature with this special
attack begins its turn with an opponent held in its mouth
(see Improved Grab), it can attempt a new grapple check
(as though attempting to pin the opponent). If it succeeds,
it swallows its prey, and the opponent takes bite damage.
Unless otherwise noted, the opponent can be up to
one size category smaller than the swallowing creature.
Creatures swallowed by a Hirudinea Leech take 1d6 Con
damage per round.
Slime Coating (Ex): A Hirudinea leech has a thick
slime that covers their entire bodies. This slime makes
them harder to hit with none piercing weapons. Any non
piercing weapon that strikes a Hirudinea Leech does half
damage.
d Hussitillis: Male Annelid Clr12, CR15; Medium
Monstrous Humanoid ; HD 12d8+36 (Cleric)+1d8; hp
110; Init +4; Spd 20, Swim 40; AC 22 (-2 racial, +12 armor,
+2 magic); Atk +9 base melee, +9 base ranged; Bite +10
melee (1d4+Latch), +10 (1d8+1, +1 Morningstar); +9 (1d8,
Crossbow, light); AL LE; SA: Spells, Spell like abilities,
Improved Grab, Latch; SQ: Damage reduction 10/cold iron,
Bloodsense; SV Fort +11, Ref +4, Will +14; Str 10, Dex 10,
Con 16, Int 16, Wis 23, Cha 14;
Skills: Concentration +18, Disguise +2, Heal +16, Hide
+2, Knowledge (religion) +8, Listen +2, Move Silently +2,
Spellcraft +18;
Feats: Brew Potion, Combat Casting, Improved Initiative,
Maximize Spell, Quicken Spell, Scribe Scroll, Improved
Grapple, Iron Will.
Possessions: +1 Morningstar; Light Crossbow, +1 Full
plate, +1 Large Steel Shield; Bracers of armor (+1); Ring of
Protection +1; Periapt of Wisdom (+2);
Spells Prepared (Clr 6/7/6/5/4/4/3): 0 - cure minor
wounds, guidance, light, mending, virtue; 1st - bane, bless,
cause fear, command, entropic shield, obscuring mist,


33
protection from good*; 2nd - aid, bulls strength, cure
moderate wounds, death knell, desecrate*, sound burst,
spiritual weapon; 3rd - bestow curse, contagion*, deeper
darkness, dispel magic, magic circle against good, summon
monster III; 4th - cure critical wounds x2, poison, spell
immunity, unholy blight*; 6th - blade barrier, harm*,
maximized inict serious wounds (39 points), word of recall.
Spells marked with an * are domain spells.
Hussitillis can convert any non-domain spell he knows
into an Inict Wounds spell of the appropriate level.
Bloodsense (Ex): An Annelid can ascertain all foes
whom are warm blooded within 60 ft. The range of
Bloodsense is extended to 120ft. If the Annelid and the foe
are underwater.
Improved Grab (Ex): If an Annelid hits with a bite
attack, it deals normal damage and attempts to start a
grapple as a free action without provoking an attack of
opportunity. No initial touch attack is required.
Latch (Ex): This creature has an inner mouth that can
latch onto an opponent that has been successfully bitten and
grappled. An Annelid who has successfully grappled a foe
may immediately latch on by succeeding at a touch attack
(as a free action) with its bite. The Annelid drains blood,
1d4 points of Con, on the round in which it successfully
latches. Once latched all future grapple checks (to remove or
maintain the latch for example) are at +2.
d Bodak (1): CR 8; Medium Undead; HD 9d12
Undead (Extraplanar); hp 58; Init +6; Spd 20; AC 20(+2
Dex, +8 natural), touch 12, at-footed 18); Atk/Grapple:
+4/+5; Attack: +6 (1d8+1, Slam); Full Attack: +6 (1d8+1,
Slam); Space/Reach: 5 ft./5 ft. SA: Death gaze (Su); SQ:
Damage reduction 10/cold iron, darkvision 60 ft., immunity
to electricity, resistance to acid 10 and re 10, undead traits,
vulnerability to sunlight; AL CE; SV Fort +3, Ref +5, Will +7;
Str 13, Dex 15, Con --, Int 6, Wis 12, Cha 12.
Skills: Listen +11, Move Silently+10, Spot+11.
Feats: Alertness, Dodge, Improved Initiative, Weapon
Focus (slam).
Development: If the PCs defeat Husstillis they will have
the opportunity to destroy the Altar of Shyyth. Husstillis
was in the process of desecrating the altar and reawakening
its ancient powers. He hoped that in doing so it would
contribute to his dark god Hirudineas reawakening.
If Husstillis is defeated, run off or killed the Altar will
sink back down into the swamp in 24 hours. The altar is
practically indestructible even in its present sleeping state
with a hardness of 20 and 1000 hp. The altar is immune to
magic. The only way it can be damaged is if the PCs cast
consecrate, hallow, and bless on the altar in order. If they do
it will become like ne crystal and shatter with one point of
damage. Searching the shards of the altar the PCs will nd a
diamond worth 25,000gp.
Treasure: Husstillis carries 100pp and 300gp on him.
Behind the altar is a set of gold bowls, knives and tongs
worth 1000gp, plus the gem in the altar if the PCs break it.
Concluding The Adventure
If the party completes the adventure, slays all of the
Annelids and destroys the altar they will have thwarted
Hirudineas attempt to re-establish his followers. This
should bring them to the attention of several powerful
good-aligned entities. If one good aligned PC is particularly
devout he or she may nd him or herself contacted by
agents of their deity to perform greater services in the future.
If Husstillis or other Annelids escape or the Altar in not
destroyed the Annelids may be a force to be reckoned with
again in the future. Husstillis in particular would gather
forces and seek revenge on the party for disrupting his plans.
34
Appendix New Monsters
Annelid
Medium Monstrous Humanoid
Hit Dice: 1d8 (5)
Initiative: +4
Speed: 20ft, swim 40ft
Armor Class: 11 (-2 natural, +3 studded leather), touch 10,
at-footed 11
Base Attack/Grapple: +1/+5 (+7 if Latched see below)
Attack: Bite +1 (1d4 plus Latch) or Short sword +1
(1d6/19-20x2)
Full Attack: Bite +1 (1d4 plus Latch) or Short
sword +1 (1d6/19-20x2)
Space/Reach: 5ft. /5ft.
Special Attacks: Spell like abilities,
Improved Grab, Latch
Special Qualities: Damage reduction
10/cold iron, Bloodsense
Abilities: Str 10, Dex 10, Con, 10, Int
12, Wis 14, Cha 12
Skills: Bluff +6, Disguise +6, Hide +5
(+10 in water), Knowledge (arcane) +6,
Knowledge (the planes) +6, Listen +7,
Move silently +5 (+10 in water), Search
+6, Spot +7, Swim +15
Saves: Fort +2, Ref +0, Will +4
Feats: Improved Grapple,
Improved Initiative, Iron Will
Environment: Warm Marshes,
Swamps, Fens
Organization: Gang 3-6, Band
7-16, Mass 20-80
Challenge Rating: 2
Treasure: Standard
Alignment: Lawful Evil
Advancement: By character class
Level Adjustment: +3

This wizened old human
appears utterly hairless, has
piercing hunger lled black eyes
and skin that is slightly moist or
slimy.
The Annelids are a humanoid
race evolved from the magical
mixing of vile humans and Hirud
leeches. Ancient worshipers of
the Drinker of Life, Hirudinea, the
Lord of Slime and Leeches gave
up their humanity to more
closely follow their sinister
demi God.
Annelids are the stuff
of pure nightmare and slain
outright by followers of good
deities and so must make their
way in the world through means
of stealth, trickery and careful
35
plotting. Annelids appear human but for their slightly slimy
skin and the hooked proboscis that extends out of their
mouth from deep within their throat when feeding. When
out of water Annelids wear long dark robes and cowls to
hide their unnatural looking skin. They make generous
use of their disguise skill to move amongst the general
population. If under scrutiny an Annelid will not hesitate
to use its disguise self spell like ability to avoid detection.
Tales of Annelids intelligence, sage behavior and guile are
legendary.
Combat
In combat annelids prefer to remain unseen and use
their hold person ability in order to incapacitate their victims
before moving in grappling them and draining them of their
blood. If pressed, the Annelid will use their greater magic
fang ability and attempt to latch onto a poorly defended
target. Annelids work as a team to isolate a single victim and
concentrate on taking that victim down quickly and quietly.
Annelids bodies are soft and their skin is thin and sensitive
making them appear as easy targets, their damage reduction
10/cold iron affords them some protection.
Spell-Like Abilities: At will hold person (DC 14,
6th lvl caster), hold animal (DC 14, 6th lvl caster), water
breathing; 3/day disguise self (DC 13, 6th lvl caster); greater
magic fang (16th lvl caster). The Save DCs are Wisdom
based.
Annelids as Characters
An Annelid character keeps its 1st HD as a base on
which it adds its rst class level, so a rst level Annelid
Druid has 2d8 HD, and a +0 attack bonus, and the base
saves of an Annelid plus the base saves of a druid, and the
druids skill points and class skills are added to the skills
above.
Annelid characters possess the following racial traits:
+0 Str, +0 Dex, +0 Con, +2 Int, +4 Wis, +2 Cha
-2 penalty to Armor Class, damage reduction 10/cold iron
an Annelids land speed is 20, water speed is 40
skills: Annelids have racial bonus +2 to disguise, hide,
move silently and listen, these skills are always class skills.
Racial Feats: Improved Grapple, Iron Will
Special Attacks: (see above)
Special Qualities: (see above)
Favored Class: Any
Level adjustment +3
Bloodsense (Ex): An Annelid can ascertain all foes
whom are warm blooded within 60 ft. The range of
Bloodsense is extended to 120ft. If the Annelid and the foe
are underwater.
Improved Grab (Ex): If an Annelid hits with a bite
attack, it deals normal damage and attempts to start a
grapple as a free action without provoking an attack of
opportunity. No initial touch attack is required.
Latch (Ex): This creature has an inner mouth that can
latch onto an opponent that has been successfully bitten and
grappled. An Annelid who has successfully grappled a foe
may immediately latch on by succeeding at a touch attack
(as a free action) with its bite. The Annelid drains blood,
1d4 points of Con, on the round in which it successfully
latches. Once latched all future grapple checks (to remove or
maintain the latch for example) are at +2.
Hirudinea Leech
Huge Vermin (Outsider)
Hit Dice: 14d8+56 (112 hp)
Initiative: +6
Speed: 10ft, swim 40ft
Armor Class: 22 (-2 Size, +2 Dex, +12 natural, touch 10,
at-footed 20)
Base Attack/Grapple: +22/+34 (+38 if latched see below)
Attack: Bite +22 (4d6+8 + Latch)
Full Attack: Bite +22 (4d6+8 + Latch)
Space/Reach: 20ft. /10ft.
Special Attacks: Swallow whole, Improved Grab, Latch
Special Qualities: Bloodsense, Fast healing 5, Spell
Resistance 18
Abilities: Str 26, Dex 14, Con, 18, Int 10, Wis 10, Cha 10
Skills: Balance +14, Climb +14, Hide +18 (+23 in water),
Swim +23
Saves: Fort +12, Ref +8, Will +10
Feats: Improved Initiative, Improved Grab, Swallow whole,
Improved Grapple
Environment: Warm Marshes, Swamps, Fens
Organization: Solitary
Challenge Rating: 10
Treasure: None
Alignment: Lawful Evil
Advancement: -
Level Adjustment: -

This huge slime covered leech oozes unnaturalness and
ravenous hunger.
Combat
The Hirudinea Leech inhabits the dark leech god
Hirudineas viscous plane of slime. They are ravenous
pursuers of all things warm blooded. Once it has bitten its
prey it will attempt to latch and drain blood on that round.
36
The next round it will attempt to swallow its prey and
then move hungrily on to the next target. If not dealt with
quickly the Hirudean leechs blood drain ability can cause
serious damage.
Spell-Like Abilities: - Slime Coating
Improved Bloodsense (Ex): The Hirudinea leech can
ascertain all foes whom are warm blooded within 120 ft. The
range of Bloodsense is extended to 240ft. If the Hirudinea
leech and the foe are in or underwater.
Improved Grab (Ex): If a Hirudinea leech hits with
a bite attack, it deals normal damage and attempts to start
a grapple as a free action without provoking an attack of
opportunity. No initial touch attack is required.
Improved Latch (Ex): This
creature has an inner
mouth that can latch onto an opponent that has been
successfully bitten and grappled. A Hirudinea leech has
successfully grappled a foe it may latch on by succeeding at
a touch attack (as a free action) with its bite. The Hirudinea
leech drains blood, 1d6 points of Con, on the round it
successfully latches. Once latched all future grapple checks
(to remove or maintain the latch for example) are at +4.
Swallow Whole (Ex): If a creature with this special
attack begins its turn with an opponent held in its mouth
(see Improved Grab), it can attempt a new grapple check
(as though attempting to pin the opponent). If it succeeds,
it swallows its prey, and the opponent takes bite damage.
Unless otherwise noted, the opponent can be up to one size
category smaller than the swallowing creature. Creatures
swallowed by a Hirudinea Leech take 1d6 Con damage per
round.
Slime Coating (Ex): A Hirudinea leech has a thick
slime that covers their entire bodies. This slime makes them
harder to hit with none piercing weapons. Any non
piercing weapon that strikes a Hirudinea Leech does
half damage.
Hirudineas Chosen (Annelid)
Medium Monstrous Humanoid
Hit Dice: 6d8+30 (54 hp)
Initiative: +2
Speed: 30ft, swim 50ft
Armor Class: 17 (+5 natural, touch 12, at-
footed 15)
Base Attack/Grapple: +4/+15 (+19 if
Latched see below)
Attack: Bite +12 (1d8+7 plus d6
constitution drain) or Claws +11 (1d6+7)
Full Attack: Bite +12 (1d8+7 plus d6
constitution drain) and Claws +11
(1d6+7)
Space/Reach: 5ft. /5ft.
Special Attacks: Spell like abilities,
Improved Grab, Improved Latch
Special Qualities: Gills (Hiruds
Chosen can survive out of water for
2 hours per point of constitution
after that refer to DMs Guide rules
for suffocation), Damage reduction
10/cold iron, Improved
Bloodsense, Fire/Salt
vulnerability
Abilities: Str 24, Dex 14,
Con, 20, Int 8, Wis 10, Cha 8
Skills: Hide +8 (+13 in water),
Listen +12, Move silently +8
37
(+13 in water), Spot +15, Swim +20
Saves: Fort +10, Ref +4, Will +8
Feats: Improved Grapple, Improved Initiative, Multiattack,
Weapon focus bite
Environment: Warm Marshes, Swamps, Fens
Organization: Solo, Band 2-10, Mass 10-20
Challenge Rating: 7
Treasure: Standard
Alignment: Lawful Evil
Advancement: 7-10 HD Large, 11-12 HD Huge

This large monster appears utterly hairless, shiny slime
oozes over the powerfully muscled frame of this abomination.
Ravenous eyes are sunken in to a face that is dominated
by a permanently open rounded mouth, the lips pull back
to reveal a series of hooked razors designed to draw blood
quickly from prey. The hands are fused and have many small
sticky hooks on them for holding victims in place.
The Hirudineas Chosen are a monstrous perversion of
humanity. The Chosen are Annelids that have been changed
by the touch of their dark and loathsome god. The Chosen
are insane in their blood lust seek to serve Hirudinea.
Combat
The Chosen are direct in their methods. They will
attempt to use their hold person ability as they approach
their prey but quickly abandon rational thought and use
their grapple and latch ability to feed. The Chosen are
relentless and will not release a victim until it is dead or they
are dead.
Spell-Like Abilities: At will hold person (DC 12
6th lvl caster), hold animal (DC 12 6th lvl caster); greater
magic fang (16th lvl caster). The Save DCs are Wisdom
based.
Improved Bloodsense (Ex): The Chosen can ascertain
all foes whom are warm blooded within 120 ft. The range
of Bloodsense is extended to 240ft. If the Chosen and the foe
are in or underwater.
Improved Grab (Ex): If a Chosen of Hirudinea hits
with a claw or a bite attack, it deals normal damage and
attempts to start a grapple as a free action without provoking
an attack of opportunity. No initial touch attack is required.
Improved Latch (Ex): This creature has an inner
mouth that can latch onto an opponent that has been
successfully bitten and grappled. A Hirudineas Chosen who
has successfully grappled a foe may latch on by succeeding
at a touch attack (as a free action) with its bite. The
Chosen drains blood, 1d6 points of Con, on the round it
successfully latches. Once latched all future grapple checks
(to remove or maintain the latch for example) are at +4.
Fire/Salt vulnerability: A Hiruds Chosen who is
struck by salt or re will immediately loose its latch. Fire
deals +50% damage.
Leech Swarm
Medium-Size Vermin (Swarm of ne creatures)
Hit Dice: 10d8+20 (48 hp)
Initiative: +0
Speed: 0ft, swim 30ft
Armor Class: 10 (touch 10, at-footed 10)
Base Attack/Grapple: Swarm (see below)
Attack: Swarm 2d6+ Blood Drain
Full Attack: Swarm 2d6 + Blood Drain
Space/Reach: 5ft. /0ft.
Special Attacks: Distraction (DC 17), Blood drain, Attach
Special Qualities: Bloodsense, Fire/Salt vulnerability
Abilities: Str 1, Dex 10, Con, 14, Int -, Wis 10, Cha 2
Saves: Fort +9, Ref +6, Will +3
Environment: Warm Marshes, Swamps, Fens
Organization: Solitary or Mass (10-20 Swarms)
Challenge Rating: 8
Treasure: None
Alignment: Always Neutral
This swirling mass of darkness roils and slides silently
through the water.
Normally a grotesque nuisance, leeches occasionally form
dangerous swarms. A Leech Swarm contains thousands of
individual leeches.
Combat
The leech swarm is dangerous because it can swarm
a creature; cover it in leeches and move on to another
creature. If not dealt with quickly the leech swarms blood
drain ability can cause serious damage.
Attach (Ex): Any creature struck by a leech swarm
must make a Reex save DC 17 or the swarm attaches to
them. Treat the attached swarm as a 2d8+4 (13hp) swarm
with all of the statistics above. The new attached swarm
only does d6 damage per round + d2 blood drain to the
creature it has attached to. The original swarm does not
lose any hit dice and may move on and nd other prey.
Any damage done to the attached swarm is also done to
the creature it is attached to.
Blood Drain (Ex): A Leech Swarm can suck the blood
out of a living creature if it deals
melee damage to that creature. On the round it deals its
melee damage it drains d4 points of constitution.
38
Bloodsense (Ex): A Leech Swarm can ascertain all
foes whom are warm blooded within 60 ft. The range of
Bloodsense is extended to 120ft. If the swarm and the foe are
in or underwater
Distraction (Ex): Any living creature vulnerable to
a swarms damage that begins its turn with a swarm in
its square is nauseated for 1 round; a Fortitude save (DC
10 + 1/2 swarms HD + swarms Con modier; the exact
DC is given in a swarms description) negates the effect.
Spellcasting or concentrating on spells within the area of a
swarm requires a Concentration check (DC 20 + spell level).
Using skills that involve patience and concentration requires
a DC 20 Concentration check.
Fire/Salt vulnerability: A Leech Swarm that is covered
in salt will immediately stop damaging the creature it is
attached to. Fire deals +50% damage.
Swarm Subtype: A swarm is a collection of Fine,
Diminutive, or Tiny creatures that acts as a single creature.
A swarm has the characteristics of its type, except as noted
here. A swarm has a single pool of Hit Dice and hit points,
a single initiative modier, a single speed, and a single
Armor Class. A swarm makes saving throws as a single
creature. A single swarm occupies a square (if it is made up
of nonying creatures) or a cube (of ying creatures) 10 feet
on a side, but its reach is 0 feet, like its component creatures.
In order to attack, it moves into an opponents space, which
provokes an attack of opportunity. It can occupy the same
space as a creature of any size, since it crawls all over its prey.
A swarm can move through squares occupied by enemies
and vice versa without impediment, although the swarm
provokes an attack of opportunity if it does so. A swarm
can move through cracks or holes large enough for its
component creatures.
A swarm of Tiny creatures consists of 300 nonying
creatures or 1,000 ying creatures. A swarm of Diminutive
creatures consists of 1,500 nonying creatures or 5,000
ying creatures. A swarm of Fine creatures consists of
10,000 creatures, whether they are ying or not. Swarms of
nonying creatures include many more creatures than could
normally t in a 10-foot square based on their normal space,
because creatures in a swarm are packed tightly together and
generally crawl over each other and their prey when moving
or attacking. Larger swarms are represented by multiples
of single swarms. The area occupied by a large swarm is
completely shapeable, though the swarm usually remains in
contiguous squares.
Traits: A swarm has no clear front or back and no
discernable anatomy, so it is not subject to critical hits or
anking. A swarm made up of Tiny creatures takes half
damage from slashing and piercing weapons. A swarm
composed of Fine or Diminutive creatures is immune to all
weapon damage. Reducing a swarm to 0 hit points or lower
causes it to break up, though damage taken until that point
does not degrade its ability to attack or resist attack. Swarms
are never staggered or reduced to a dying state by damage.
Also, they cannot be tripped, grappled, or bull rushed, and
they cannot grapple an opponent.
A swarm is immune to any spell or effect that targets a
specic number of creatures (including single-target spells
such as disintegrate), with the exception of mind-affecting
effects (charms, compulsions, phantasms, patterns, and
morale effects) if the swarm has an Intelligence score and
a hive mind. A swarm takes half again as much damage
(+50%) from spells or effects that affect an area, such as
splash weapons and many evocation spells.
Swarms made up of Diminutive or Fine creatures are
susceptible to high winds such as that created by a gust of
wind spell. For purposes of determining the effects of wind
on a swarm, treat the swarm as a creature of the same size
as its constituent creatures. A swarm rendered unconscious
by means of nonlethal damage becomes disorganized and
dispersed, and does not reform until its hit points exceed its
nonlethal damage.
Swarm Attack: Creatures with the swarm subtype dont
make standard melee attacks. Instead, they deal automatic
damage to any creature whose space they occupy at the end
of their move, with no attack roll needed. Swarm attacks
are not subject to a miss chance for concealment or cover. A
swarms statistics block has swarm in the Attack and Full
Attack entries, with no attack bonus given. The amount of
damage a swarm deals is based on its Hit Dice.
A swarms attacks are nonmagical, unless the swarms
description states otherwise. Damage reduction sufcient to
reduce a swarm attacks damage to 0, being incorporeal, and
other special abilities usually give a creature immunity (or
at least resistance) to damage from a swarm. Some swarms
also have acid, poison, blood drain, or other special attacks
in addition to normal damage.
Swarms do not threaten creatures in their square, and do
not make attacks of opportunity with their swarm attack.
However, they distract foes whose squares they occupy, as
described below.
Distraction (Ex): Any living creature vulnerable to
a swarms damage that begins its turn with a swarm in
its square is nauseated for 1 round; a Fortitude save (DC
10 + 1/2 swarms HD + swarms Con modier; the exact
DC is given in a swarms description) negates the effect.
Spellcasting or concentrating on spells within the area of a
swarm requires a Concentration check (DC 20 + spell level).
Using skills that involve patience and concentration requires
a DC 20 Concentration check.
39
Mud Golem
Large Construct
Hit Dice: 11d10+30 (90 hp)
Initiative: -1
Speed: 20 feet (4 squares)
Armor Class: 22 (1 size, 1 Dex, +14 natural), touch 8,
at-footed 22
Base Attack/Grapple: +8/+19
Attack: Slam +14 melee (2d10+7 plus cursed wound)
Full Attack: 2 slams +14 melee (2d10+7 plus cursed
wound)
Space/Reach: 10ft. /10ft.
Special Attacks: Cursed Wound, Adhesion,
Slow
Special Qualities: Construct traits, damage
reduction 10/adamantine and bludgeoning,
darkvision 60 ft., slow, immunity to magic,
low-light vision
Abilities: Str 25, Dex 9, Con , Int ,
Wis 11, Cha 1
Saves: Fort +3, Ref +2, Will +3
Environment: any
Organization: Solitary or gang
(2-4)
Challenge Rating: 10
Treasure: None
Alignment: Always neutral
Advancement: 12-18 HD
Large, 19-33 HD Huge

This large muddy
automaton seems to ow
across the ground with
a liquid grace, features
melding and oozing into
one another uidly. It is
possessed of no head to
speak of and its upper body
appears hugely muscled,
with massive hammer-like sts
at the end of powerful arms.
Both its squat legs appear to
puddle into pools of mud at their
base. A single clouded yellow eye
stares out from the middle of its
massive chest. Its smells of rank
decay and the rot of the swamp.
Combat
Cursed Wound (Ex):
The damage a mud golem
deals doesnt heal naturally and resists healing spells. A
character attempting to cast a conjuration (healing) spell on
a creature damaged by a mud golem must succeed on a DC
26 caster level check, or the spell has no effect on the injured
character.
Immunity to Magic (Ex): A mud golem is immune to
any spell or spell-like ability that allows spell resistance. In
addition, certain spells and effects function differently against
the creature, as noted below.
40
A move earth spell drives the golem back 120 feet and
deals 3d12 points of damage to it.
A disintegrate spell slows the golem (as the slow spell) for
1d6 rounds and deals 1d12 points of damage.
A soften earth and stone spell cast directly at a mud golem
liquees it for a number of rounds equal to the casters level
and deals 5d10 points of damage. The golem will slowly
reform as the spell dissipates, becoming mud again when
the effects wear off. The golem gets no saving throw against
any of these effects.
Any magical attack against a clay golem that deals acid
damage heals 1 point of damage for every 3 points of
damage it would otherwise deal. If the amount of healing
would cause the golem to exceed its full normal hit points, it
gains any excess as temporary hit points. For example, a clay
golem hit by the breath weapon of a black dragon heals 7
points of damage if the attack would have dealt 22 points of
damage. A mud golem gets no saving throw against magical
attacks that deal acid damage.
Adhesion (Su): Any character making a successful
melee attack against the mud golem must succeed at a Reex
Saving Throw DC 14 or nd their weapon stuck fast within
the gluey substance of the mud golems body. Any weapon
so adhered may be removed with a DC 18 Strength check as
a standard action.
Slow (Su): Any creature hit with the mud golems slam
attack must make a Fortitude Save DC 14 or come under the
effects of a Slow spell as cast by a 10th level sorcerer.
Construction
A mud golems body must be sculpted from at least 1,000
pounds of thick, viscous mud, treated with rare oils and
powders worth 1,500 gp. Creating the body requires a DC 15
Craft (sculpting) check or a DC 15 Craft (pottery) check.
CL 11th; craft construct, animate objects, commune,
resurrection, caster must be at least 11th level; Price 40,000
gp; Cost 21,500 gp + 1,540 XP
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Blood Runs Cold is a D20 system
adventure for four to six characters of 10th-
12th level. The party should contain a mix
of classes, with at least one ghter and one
mage. The setting for the module is in and
around the generic town of Rivenwater. A
good Referee can easily adapt it to any setting
or plunk Rivenwater into an area in their
campaign. Blood Runs Cold is a classic
adventure featuring ve new monsters, players
handouts, a battlemap and gorgeous maps.

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