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3d20 System Conversion of:

Dungeon Module S3: Expedition to the Barrier Peaks


An ESD copy of the above product can be obtained from: http://www.rpgnow.com/product_info.php?products_id=1097&
This material was converted by: Mike Robilotti (mijero@si.rr.com) and is hosted at EN World in compliance with Wizards of the
Coast, Inc. ESD Conversion Agreement v1.0.

Conversion Notes
This conversion includes all the mechanics, creatures and NPCs needed to play this adventure using the revised (3.5 edition) D&D
rules. It does not convert treasure amounts to conform to the new rules system. As such, the treasure given in most (if not all) of
the encounters is not balanced for the given encounter level. Feel free to omit or substitute any treasure item you feel is unbalancing. Additionally, encounter levels are not balanced. The DM should adjust any encounters he feels may be over- or underpowered for his campaign.
The statistics blocks for the Wolf-in-Sheeps-Clothing, Giant Leech, Froghemoth, Eye of the Deep, Russet Mold, Snapper Saw,
Slithering Tracker, Vampire Rose and Vegepygmy are taken from Necromancer Games The Tome of Horrors, by Scott Greene, et
al. and updated to the D&D 3.5 edition rules for this adventure. The rules for radiation and radiation poisoning and the blaster rifle
are taken from the revised Darwins World Roleplaying Game, by Dominick Covey and Chris Davis 2003 RPG Objects.

KEY TO LEVEL I: OFFICIALS, OFFICERS, AND TECHNICIANS


QUARTERS
Wandering Monsters: Encounter occurs on a roll of 1 on a d12. Check every 10 minutes.
Southern Hemisphere:
1. (EL variable) 1d8+8 vegepygmies with 1d4+1 dog-creatures; see APPENDIX I: NEW MONSTERS
2. (EL 9) Police robot; see APPENDIX I: NEW MONSTERS
3. (EL 6-7) 1d2+1 displacer beasts; MONSTER MANUAL, p. 66
4. (EL 6) Worker robot; see APPENDIX I: NEW MONSTERS
5. (EL 8) Lurker above; see APPENDIX I: NEW MONSTERS
6. (EL variable) 1d8+8 vegepygmies with 1d4+1 dog creatures; see APPENDIX I: NEW MONSTERS
Northern Hemisphere:
1. (EL 6) Worker robot; see APPENDIX I: NEW MONSTERS
2. (EL variable) 2d6+12 vegepygmies ; see APPENDIX I: NEW MONSTERS
3. (EL variable) 1d4+1 shadows; MONSTER MANUAL, p. 221
4. (EL 9) Police robot; see APPENDIX I: NEW MONSTERS
5. (EL variable) 2d6+12 vegepygmies; see APPENDIX I: NEW MONSTERS
6. (EL 6 or 8) 1d2 will-o-wisps; MONSTER MANUAL, p. 66
Drop Tubes: If a character enters a drop tube in which the anti-grav mechanism is de-activated, have the character roll a DC 20
Reflex save. Success indicates the character has grabbed a ladder rung, failure indicates the character has fallen down the shaft.
Unnumbered Rooms: No changes.
Dining Rooms: No changes.

Kitchens: Characters eating poisonous food must succeed at a DC 14 Fortitude save or take 1d4/1d4 temporary Strength damage.
Any vegepygmies encountered in the kitchens will fight with a +2 morale bonus to attack, thinking their food supply is threatened.
Game Rooms: If any character spends 10 minutes or more practicing in the shooting galleries, he may lower any non-proficiency
penalty for Futuristic weaponry from -4 to -2.
Lounges: Characters must succeed at a DC 15 Search check to find anything amid the clutter of the lounges. If the search check
is successful, consult the table provided in the adventure. Potent serum ampules act as if a remove disease spell was cast on the
character injected, poisonous serum ampules act as a potion of poison (DMG p. 276) if injected.
Meeting Rooms: No changes.
Medical Areas: A DC 20 Search check is required to discover the yellow access card.
Med 1: The healing spray used by the robotic nurse heals 2d12 hit points per application. The injection to remove disease
will be effective within 3 minutes of affliction.
Med 2: The android surgeon has a Strength of 19 and will attempt to grapple, pin, and then anesthetize any character it
manages to successfully hit. Characters may succeed at a DC 18 Fortitude save to shake off the effects of the anesthetic.
Characters that fail will be unconscious for 1 min./2d4 hours. Creatures being operated on take 1d4 points Constitution
damage every round.
Creature (EL 6): Android surgeon, hp 58.
Android Surgeon: CR 6; Medium construct; HD 7d10+20; hp 58; Init +4; Spd 30 ft.; AC 18, touch 14, flat-footed 14 (+4
Dex, +4 natural); Base Atk +5; Grp +9; Atk +9 melee (1d6+4, slam); Full Atk +9 melee (1d6+4, 2 slams); SQ Construct
traits, low-light vision, darkvision 60 ft., cold immunity, immunity to magic, acid and fire resistance 10; AL N; SV Fort
+4, Ref +6, Will +4; Str 19, Dex 18, Con , Int 11, Wis 14, Cha 10
Skills: Diplomacy +4, Heal +15, Listen +7, Spot +7
Feats: Alertness, Great Fortitude, Skill Focus (Heal)
Immunity to Magic (Ex): An android is only affected by spells or spell-like abilities that can affect objects. Androids
are susceptible to the heat metal spell.
Water Vulnerability (Ex): If an android is completely immersed in water for 3 rounds, it will short-circuit.
Construct: Immune to all mind-effecting effects. Immune to poison, sleep effects, paralysis, stunning, disease, death
effects, and necromancy effects. Not subject to critical hits, stunning, energy drain or death from massive damage.
Laboratories:
Lab A: The poison antidote acts as a neutralize poison spell, the disease cure likewise mimics a remove disease spell. The
canister of healing spray will heal 2d12 hit points per application.
Creatures (EL 0 or 9-12): Police robots (1d3), hp 75 each; see APPENDIX I: NEW MONSTERS.
Lab B: Any covered by or within 5 ft. of the russet mold must succeed at a DC 15 Fortitude save or suffer 2d6 points primary
and secondary Constitution damage.
Hazard (EL 6): Russet mold; see APPENDIX I: NEW MONSTERS.
Lab C: The bottles stored here have the following uses:
3rd Bottle: In 3rd Edition terms each handful of the defoliant causes 1d10 damage to any mold or creature with the plant
type, or wipes out a 10-foot square area of vegetation. The bottle may be thrown as a grenade-like weapon.
2nd, 7th, and 9th Bottles: No changes.

5th Jar of Green Powder: Highly poisonous chemical. If the powder is touched, the creature touching must succeed at
a DC 16 Fortitude save or take 1d6 primary Constitution damage and 2d6 secondary Constitution damage. If the powder
is ingested, the save DC rises to 20.
20th Jar of Pink Powder: Each dose grants darkvision (as the spell) for a duration of 1 hour.
1st Large Ceramic Bottle: This greenish liquid will add 2d4 temporary hit points to creatures with the plant type.
Otherwise, it acts as a plant growth spell in a 10 ft. by 10 ft. area. The vegepygmies can smell this liquid at 30 feet,
which causes them to enter a berserk rage to get to it (as a Barbarian rage: +4 Str, +4 Con, +2 morale bonus to Will saves,
-2 AC).
2nd Large Ceramic Container: The acid will cause 2d6 points of acid damage if used as a grenade-like/splash weapon
and eat through deck metal in 1 minute, otherwise no changes.
Library: If a working viewer is switched on it will show unintelligible writing and diagrams for 2 minutes. After the 2 minutes,
there is a 1 in 6 chance it will show ship schematics. A DC 18 Search check is required to find the grey access card beneath the
cabinet.
Police HQ: If spoken to, the police robots can translate an unknown language in 1 minute. The force screen doors to each cell
act as a wall of force with respect to magic, with the exception that a Mordenkainens disjunction spell will not dispel the wall. For
fire, cold, magic missile, and acid effects use the listed percentages of causing a lock malfunction.
At some point within 2 hours there will be only 1 robot in the HQ, with a 1 in 12 chance of another entering each minute.
The locked metal chest can be opened with a successful DC 30 Open Lock check. The chest has a hardness rating of 10 and 15 hit
points. Break DC 25. Characters trying to remove the red access card from a disabled robot must succeed at a DC 10 Dexterity
check to do it. Failing the check destroys the card.
Creatures (EL 9-12): Police robots (1d3), hp 75 each; see APPENDIX I: NEW MONSTERS.
South Room: A successful DC 30 Open Lock check is required to open the locker. The blaster pistol and powered armor are
detailed in APPENDIX II: NEW MAGICAL ITEMS AND EQUIPMENT. The powered armor functions as follows (roll a d4):
1.
2.
3.
4.

No changes.
The suit short circuits causing 3d6 points of electrical damage per round to the wearer. If the suit is destroyed, removing
it causes 2d6 points of electrical damage to the wearer and anyone assisting him in removing the suit.
No changes.
The if the gas is inhaled, the wearer must succeed at a DC 17 Fortitude save or take 1d4 primary Con damage and 2d4
secondary Con damage. If the suit is removed, creatures in the area of effect must succeed at a DC 14 Fortitude save or
take the aforementioned damage.

Stores: There is sufficient food stored here to equal 100 packages of trail rations (size and weight equivalent).
Small Arms Locker: The arms locker is composed of plasteel (hardness 15, 120 hp/10 ft. section; Break DC 80, Climb DC 25)
and is practically invulnerable. The weapons and armor stored in the locker are detailed in APPENDIX II: NEW MAGICAL ITEMS
AND EQUIPMENT.
Computer Central: Pictures on the view screen flash on and off in 1 round. If any of the buttons, levers, etc. are pressed, the
russet mold in Lab B will be fed, and one of the following will result (roll a d12):
1. (EL 6) A worker robot will arrive in 10 30 minutes to repair any damage.
2. If a sleep period is in progress, the lights will dim automatically in 10 minutes.
3. (EL 9-12) 1d3 Police robots and a worker robot arrive in 10 30 minutes.
4. No changes.
5. According to the Third Edition version of reverse gravity, characters may be subject to 1d6 points of damage from the fall
up as well as the fall back down to the floor.
6. (EL 13) 4 police robots will arrive in 1d4+2 rounds.

7.
8.
9.
10.
11.
12.

No changes.
No changes.
No changes.
No changes.
No changes.
(EL 13) Creatures: Police robots (4), hp 75 each; see APPENDIX I: NEW MONSTERS.
Worker robots (2), hp 68 each; see APPENDIX I: NEW MONSTERS.
Trap (EL 7): Sleep gas: mechanical; touch trigger (pushing the buttons); automatic reset; gas; never miss; onset delay (1
round); gas (sleep gas DC 18 Fortitude save resists; 1d3 Dex/unconsciousness 1d3 hours); multiple targets (all targets in a
20 ft. by 20 ft. room); Search DC 30; Disable Device DC 30

NUMBERED ENCOUNTERS:
1.

Lurker Above:
Creature (EL 8): Lurker above, hp 95; see APPENDIX I: NEW MONSTERS.

2.

Small Repair Robot: Characters attempting to pry out the gem bearings must succeed at a DC 10 Dexterity check for each
attempt. The character takes 1d6 points of electricity damage for each failed check.

3.

Police Robot Area:


Creatures (EL variable): Police robots (1d6), hp 75 each; see APPENDIX I: NEW MONSTERS.
a.

Repair Parts Area: Locating the power discs requires a successful DC 18 Search check.

b. Disabled Robots Area:


Creatures (EL 6): Worker robot, hp 68; see APPENDIX I: NEW MONSTERS.
c.
4.

Arsenal: The DM may chose to limit the amount of ordinance stored here so as not to unbalance the adventure.

Motionless Female Form: Assume the android is taking 10 on a Bluff check. Allow the PCs time for a Sense Motive check
to detect the androids ruse. Those that fail are surprised.
Creature (EL 6): Android, hp 58; see APPENDIX I: NEW MONSTERS.
Android: CR 6; Medium construct; HD 7d10+20; hp 58; Init +4; Spd 30 ft.; AC 18, touch 14, flat-footed 14 (+4 Dex, +4
natural); Base Atk +5; Grp +8; Atk +8 melee (1d6+3, metal bar); Full Atk +8 melee (1d6+3, metal bar), or +9 ranged
(special, paralysis pistol); SQ Construct traits, low-light vision, darkvision 60 ft., cold immunity, immunity to magic, acid
and fire resistance 10; AL N; SV Fort +4, Ref +6, Will +4; Str 16, Dex 18, Con , Int 11, Wis 14, Cha 10
Skills: Craft (any) +6, Diplomacy +4, Listen +9, Profession (any) +5, Spot +9
Feats: Alertness, Exotic Weapon Proficiency (futuristic), Skill Focus (Craft)
Immunity to Magic (Ex): An android is only affected by spells or spell-like abilities that can affect objects. Androids
are susceptible to the heat metal spell.
Water Vulnerability (Ex): If an android is completely immersed in water for 3 rounds, it will short-circuit.
Construct: Immune to all mind-effecting effects. Immune to poison, sleep effects, paralysis, stunning, disease, death
effects, and necromancy effects. Not subject to critical hits, stunning, energy drain or death from massive damage.
Possessions: Metal bar, paralysis pistol w/ full power disc.

5.

Displacer Beasts: A successful DC 15 Search check is required to find the brown access card in the beasts nest.
Creatures (EL 9): Displacer beasts (5), hp 51 each; MONSTER MANUAL, p. 66

6.

Phase Spiders: These spiders are not of a dwarf variety. The newly hatched spiders are non-combatant. A DC 18 Search
check will find the black card in the webs, and the gems hidden in the pool of water.
Creature (EL 5): Phase spider, hp 42; MONSTER MANUAL, p. 207

7.

Ship Commanders Quarters:


a.

A successful DC 15 Search check will find the grey access card in the stack of papers. The electronic lock on the
closet/storage area is keyed to the commanders hand print and cannot be picked by fantasy/medieval lock picks. The
lock can destroyed (hardness 15, 30 hp), but he simplest way to get into the storage area may be to break the door down
(hardness 10, hp 90; Break DC 30). The contents of the needler clips inside the closet are left to the DMs discretion.
If a character swallows the cyanide capsules in the lavatory, he must succeed at a DC 16 Fortitude save or take 1d6 Con
damage/2d6 Con damage.
The plasteel security safe (hardness 15, 120 hp) can only be opened by breaking the locking mechanism (hardness 20, 30
hp), or breaking open the safe itself. If the trapped packet is opened, it will explode inflicting 4d6 points of damage to all
in a 10 ft. radius (all in the blast radius except the opener may make a DC 20 Reflex save for half damage).
Trap (EL 5): Exploding packet: CR 5; mechanical; touch trigger (opening the packet); no reset; 4d6 fire (DC 20
Reflex save for half damage); multiple targets (all targets within 20 ft. by 20 ft. area); Search DC 25; Disable Device
DC 25.

b. Treat the contents of the 1st (poisonous) flask as a potion of poison (DMG p. 276). Characters drinking from flasks 2 4
must make a Willpower save (DC = 15 Characters Wisdom modifier) or spend the next hour drinking. Flask number 5
gives the drinker a +2 enhancement bonus to Dexterity for 10 minutes after drinking. Flask number 6 will cause double
vision (any character drinking the potion will suffer a -2 penalty to attack rolls, and loose any Dex bonus to AC) within 10
minutes of drinking. The effect lasts for 30 minutes.
c.

A successful DC 15 Appraise check will indicate the spaceship on the table is valuable.

d. A successful DC 15 search check is required to find the grey card in the shoe.
8.

Security Chiefs Quarters:


a.

Allow the person drinking the liquor bottle a DC 14 Willpower save against the effects of the drug.

b. A DC 20 Search check will find the press panel on the side of the desk.
c.

No changes.

d. A DC 15 Search check is required to find the police robot control box.


9.

Will-o-Wisps:
Creatures (EL 9): Will-o-wisps (3), hp 40 each; MONSTER MANUAL, p. 255

10. Shriekers and Fungi: To keep in compliance with the Third Edition spacing rules, the DM may choose to limit the number
of shriekers at each location.
Creatures (EL 5 or 6): Shriekers (5-8), hp 11 each; MONSTER MANUAL, p. 255
11. Vegepygmies: The original adventure has 4 vegepygmies per 10 feet square of room space. To conform with the Third
Edition spacing rules, the DM should lower the amount of vegepygmies per room to give the party room to enter and
maneuver around the room. The coloration of this northern group matches the ships walls so well that the +12 species
bonus to Hide checks for forested/swampy areas applies here.

Creatures (EL variable): Vegepygmies (1-4 HD), hp variable; see APPENDIX I: NEW MONSTERS.
Advanced Vegepygmy: CR 1; Small plant; HD 2d8; hp 9; Init +2; Spd 30 ft.; AC 16, touch 13, flat-footed 14 (+1 size, +2
Dex, +3 natural); Base Atk +1; Grp -3; Atk/Full Atk +5 ranged (1d4, javelin); SQ Plant, immunity to piercing weapons,
immune to electricity, low-light vision; AL N; SV Fort +3, Ref +2, Will +0; Str 11, Dex 14, Con 11, Int 6, Wis 10, Cha 10
Skills: Hide +7*, Listen +7, Move Silently +6, Spot +7
Feats: Alertness
Possessions: Javelin.
Advanced Vegepygmy: CR 1; Small plant; HD 3d8; hp 13; Init +2; Spd 30 ft.; AC 16, touch 13, flat-footed 14 (+1 size,
+2 Dex, +3 natural); Base Atk +2; Grp -2; Atk/Full Atk +2 melee (1d4, club); SQ Plant, immunity to piercing weapons,
immune to electricity, low-light vision; AL N; SV Fort +3, Ref +3, Will +1; Str 11, Dex 14, Con 11, Int 6, Wis 10, Cha 10
Skills: Hide +10*, Listen +7, Move Silently +8, Spot +7
Feats: Alertness, Stealthy
Possessions: Club.
Advanced Vegepygmy: CR 2; Small plant; HD 4d8; hp 18; Init +2; Spd 30 ft.; AC 16, touch 13, flat-footed 14 (+1 size,
+2 Dex, +3 natural); Base Atk +3; Grp -1; Atk/Full Atk +3 melee (1d6, heavy mace); SQ Plant, immunity to piercing
weapons, immune to electricity, low-light vision; AL N; SV Fort +4, Ref +3, Will +1; Str 11, Dex 14, Con 11, Int 6, Wis
10, Cha 10
Skills: Hide +10*, Listen +7, Move Silently +8, Spot +8
Feats: Alertness, Stealthy
Possessions: Mace.
11a.

Stats for the vegepygmy leaders weapons can be found in APPENDIX II: NEW MAGICAL ITEMS AND EQUIPMENT.
Creatures (EL 7): Vegepygmy Leader, hp 38; see APPENDIX I: NEW MONSTERS.
Advanced vegepygmies (5); hp 18 each; see APPENDIX I: NEW MONSTERS.
Vegepygmy Leader : CR 2; Medium plant; HD 6d8+6; hp 38; Init +5; Spd 30 ft.; AC 14, touch 11, flat-footed
13 (+1 Dex, +3 natural); Base Atk +4; Grp +6; Atk/Full Atk +6 melee (1d10+3/x3, halberd), or +5 ranged; SQ
Plant, Immunity to piercing weapons, immune to electricity, low-light vision; AL N; SV Fort +6, Ref +3, Will
+2; Str 15, Dex 12, Con 13, Int 6, Wis 10, Cha 10
Skills: Hide +6*, Listen +8, Move Silently +8, Spot +9
Feats: Alertness, Improved Initiative, Stealthy
Possessions: Halberd.
Advanced Vegepygmies (5): CR 2; Small plant; HD 4d8; hp 18; Init +2; Spd 30 ft.; AC 16, touch 13, flat-footed
14 (+1 size, +2 Dex, +3 natural); Base Atk +3; Grp -1; Atk/Full Atk +3 melee (1d6, heavy mace); SQ Plant,
immunity to piercing weapons, immune to electricity, low-light vision; AL N; SV Fort +4, Ref +3, Will +1; Str
11, Dex 14, Con 11, Int 6, Wis 10, Cha 10
Skills: Hide +10*, Listen +7, Move Silently +8, Spot +8
Feats: Alertness, Stealthy
Possessions: Mace.

12. Vegepygmies: This southern group of vegepygmies is splotched with green chlorophyll, so the +12 bonus to Hide checks is
only applicable to forested and swampy areas.
Creatures (EL variable): Vegepygmies (1-3 HD), hp variable; see APPENDIX I: NEW MONSTERS.
Thornies(1 per room), hp 26 each; see APPENDIX I: NEW MONSTERS.
Vegepygmy: CR ; Small plant; HD 1d8; hp 4; Init +2; Spd 30 ft.; AC 16, touch 13, flat-footed 14 (+1 size, +2 Dex, +3
natural); Base Atk +0; Grp -4; Atk/Full Atk +4 ranged (1d3, dart); SQ Plant, immunity to piercing weapons, immune to
electricity, low-light vision; AL N; SV Fort +2, Ref +2, Will +0; Str 11, Dex 14, Con 11, Int 6, Wis 10, Cha 10
Skills: Hide +7*, Listen +7, Move Silently +5, Spot +7
Feats: Alertness
Possessions: Dart.

Advanced Vegepygmy: CR 1; Small plant; HD 2d8; hp 9; Init +2; Spd 30 ft.; AC 16, touch 13, flat-footed 14 (+1 size, +2
Dex, +3 natural); Base Atk +1; Grp -3; Atk/Full Atk +5 ranged (1d4, javelin); SQ Plant, immunity to piercing weapons,
immune to electricity, low-light vision; AL N; SV Fort +3, Ref +2, Will +0; Str 11, Dex 14, Con 11, Int 6, Wis 10, Cha 10
Skills: Hide +7*, Listen +7, Move Silently +6, Spot +7
Feats: Alertness
Possessions: Javelin.
Advanced Vegepygmy: CR 1; Small plant; HD 3d8; hp 13; Init +2; Spd 30 ft.; AC 16, touch 13, flat-footed 14 (+1 size,
+2 Dex, +3 natural); Base Atk +2; Grp -2; Atk/Full Atk +2 melee (1d4, club); SQ Plant, immunity to piercing weapons,
immune to electricity, low-light vision; AL N; SV Fort +3, Ref +3, Will +1; Str 11, Dex 14, Con 11, Int 6, Wis 10, Cha 10
Skills: Hide +10*, Listen +7, Move Silently +8, Spot +7
Feats: Alertness, Stealthy
Possessions: Club.
12a. Creatures (EL 6): Vegepygmy sub-chief, hp ; see APPENDIX I: NEW MONSTERS.
Vegepygmy sprouts (3), hp 13 each; see APPENDIX I: NEW MONSTERS.
Thornies (3), hp 26 each; see APPENDIX I: NEW MONSTERS.
Vegepygmy Sub-Chief: CR 2; Medium plant; HD 5d8+5; hp 29; Init +1; Spd 30 ft.; AC 14, touch 11, flat-footed 13
(+1 Dex, +3 natural); Base Atk +3; Grp +5; Atk/Full Atk +5 melee (1d8+2, flail), or +4 ranged; SQ Plant, Immunity
to piercing weapons, immune to electricity, low-light vision; AL N; SV Fort +6, Ref +2, Will +1; Str 15, Dex 12, Con
13, Int 6, Wis 10, Cha 10
Skills: Hide +5*, Listen +8, Move Silently +8, Spot +9
Feats: Alertness, Stealthy
Possessions: Flail, yellow access card.
Advanced Vegepygmies (3): CR 1; Small plant; HD 3d8; hp 13; Init +2; Spd 30 ft.; AC 16, touch 13, flat-footed 14
(+1 size, +2 Dex, +3 natural); Base Atk +2; Grp -2; Atk/Full Atk +2 melee (1d4, club); SQ Plant, immunity to
piercing weapons, immune to electricity, low-light vision; AL N; SV Fort +3, Ref +3, Will +1; Str 11, Dex 14, Con
11, Int 6, Wis 10, Cha 10
Skills: Hide +10*, Listen +7, Move Silently +8, Spot +7
Feats: Alertness, Stealthy
Possessions: Club.
12b. Creatures (EL 8): Vegepygmy sub-chief, hp 29; see APPENDIX I: NEW MONSTERS.
Vegepygmy sprouts (5), hp 13 each; see APPENDIX I: NEW MONSTERS.
Thornies (4), hp 26 each; see APPENDIX I: NEW MONSTERS.
Vegepygmy Sub-Chief: CR 2; Medium plant; HD 5d8+5; hp 29; Init +1; Spd 30 ft.; AC 14, touch 11, flat-footed 13
(+1 Dex, +3 natural); Base Atk +3; Grp +5; Atk/Full Atk +5 melee (1d8+2, flail), or +4 ranged; SQ Plant, Immunity
to piercing weapons, immune to electricity, low-light vision; AL N; SV Fort +6, Ref +2, Will +1; Str 15, Dex 12, Con
13, Int 6, Wis 10, Cha 10
Skills: Hide +5*, Listen +8, Move Silently +8, Spot +9
Feats: Alertness, Stealthy
Possessions: Flail, yellow access card.
Advanced Vegepygmies (5): CR 1; Small plant; HD 3d8; hp 13; Init +2; Spd 30 ft.; AC 16, touch 13, flat-footed 14
(+1 size, +2 Dex, +3 natural); Base Atk +2; Grp -2; Atk/Full Atk +2 melee (1d4, club); SQ Plant, immunity to
piercing weapons, immune to electricity, low-light vision; AL N; SV Fort +3, Ref +3, Will +1; Str 11, Dex 14, Con 11,
Int 6, Wis 10, Cha 10

Skills: Hide +10*, Listen +7, Move Silently +8, Spot +7


Feats: Alertness, Stealthy
Possessions: Club.
12c.

Creatures (EL 5): Vegepygmy sub-chief, hp 29; see APPENDIX I: NEW MONSTERS.
Vegepygmy sprouts (2), hp 13 each; see APPENDIX I: NEW MONSTERS.
Thornies (2), hp 26 each; see APPENDIX I: NEW MONSTERS.
Vegepygmy Sub-Chief: CR 2; Medium plant; HD 5d8+5; hp 29; Init +1; Spd 30 ft.; AC 14, touch 11, flat-footed 13
(+1 Dex, +3 natural); Base Atk +3; Grp +5; Atk/Full Atk +5 melee (1d8+2, flail), or +4 ranged; SQ Plant, Immunity
to piercing weapons, immune to electricity, low-light vision; AL N; SV Fort +6, Ref +2, Will +1; Str 15, Dex 12, Con
13, Int 6, Wis 10, Cha 10

Skills: Hide +5*, Listen +8, Move Silently +8, Spot +9


Feats: Alertness, Stealthy
Possessions: Flail, yellow access card.
Advanced Vegepygmies (2): CR 1; Small plant; HD 3d8; hp 13; Init +2; Spd 30 ft.; AC 16, touch 13, flat-footed 14
(+1 size, +2 Dex, +3 natural); Base Atk +2; Grp -2; Atk/Full Atk +2 melee (1d4, club); SQ Plant, immunity to
piercing weapons, immune to electricity, low-light vision; AL N; SV Fort +3, Ref +3, Will +1; Str 11, Dex 14, Con 11,
Int 6, Wis 10, Cha 10

Skills: Hide +10*, Listen +7, Move Silently +8, Spot +7


Feats: Alertness, Stealthy
Possessions: Club.
12d. Creatures (EL 9): Vegepygmy chief, hp 38; see APPENDIX I: NEW MONSTERS.
Vegepygmy sprouts (4), hp 18 each; see APPENDIX I: NEW MONSTERS.
Thornies (6), hp 26 each; see APPENDIX I: NEW MONSTERS.
Vegepygmy Chief: CR 2; Medium plant; HD 6d8+6; hp 38; Init +5; Spd 30 ft.; AC 14, touch 11, flat-footed 13 (+1
Dex, +3 natural); Base Atk +4; Grp +6; Atk/Full Atk +6 melee (1d10+3/x3, halberd), or +5 ranged; SQ Plant, Immunity
to piercing weapons, immune to electricity, low-light vision; AL N; SV Fort +6, Ref +3, Will +2; Str 15, Dex 12, Con
13, Int 6, Wis 10, Cha 10
Skills: Hide +6*, Listen +8, Move Silently +8, Spot +9
Feats: Alertness, Improved Initiative, Stealthy
Possessions: Halberd.
Advanced Vegepygmies (5): CR 2; Small plant; HD 4d8; hp 18; Init +2; Spd 30 ft.; AC 16, touch 13, flat-footed 14
(+1 size, +2 Dex, +3 natural); Base Atk +3; Grp -1; Atk/Full Atk +3 melee (1d6, heavy mace); SQ Plant, immunity to
piercing weapons, immune to electricity, low-light vision; AL N; SV Fort +4, Ref +3, Will +1; Str 11, Dex 14, Con 11,
Int 6, Wis 10, Cha 10
Skills: Hide +10*, Listen +7, Move Silently +8, Spot +8
Feats: Alertness, Stealthy
Possessions: Mace.
13. Radiation Filled Rooms (EL 4): These rooms are highly irradiated. When a player character enters these areas, he must
make a DC 15 Fortitude save after one round or take 1d6-2 Con damage. After one minute of exposure he must make another
DC 15 Fortitude save or take another 1d6-2 Con damage. After 10 minutes of exposure, the DC rises to 18, and the damage
rises to 1d6-1 points of Con damage. Anti-radiation serum will stop the loss of Con. If the character leaves this area he will
regain lost Constitution points normally.
14. Art Workroom: No changes.
14a. Creatures (EL 6): Grey oozes (2), hp 31 each; MONSTER MANUAL, p. 202
15. Doppelganger Pack:
Creatures (EL 9): Doppelgangers (9), hp 22 each; MONSTER MANUAL, p. 67
16. Blaster Pistol: A successful DC 20 Spot check (modified for lighting conditions and party speed) will find the blaster pistol.
If the party is not actively looking around, assume each member of the party is taking 10 on their Spot check. To determine if
the blaster pistol is stepped on and ruined, have each party member roll a DC 5 Dexterity check. If the party is actively
searching the floor, the pistol can be found with a DC 15 Search check.

KEY TO LEVEL II: SERVICE DECK 5, OR TWEEN DECKS


Crosshatched Areas: If any character strikes, pokes, prods, or otherwise attacks these areas with a metal instrument or weapon,
there is a 10% chance per attack that the individual will break open a circuit and electrocute himself, taking 8d6 points of
electricity damage (a successful DC 20 Reflex save will enable the character to take half damage). Characters the break a circuit

also have a 10% chance of causing an explosion, causing 5d6 points of fire and slashing (half fire/half slashing) damage to all
creatures in a 10 foot radius (DC 15 Reflex save for half damage). Characters that fail the Reflex save are also stunned (DMG, p.
301) for 1d6 rounds. If a secondary generator explodes, it will deal fire and slashing damage as listed in the adventure. If the
worker robot responding to the damage calls for police robots, they will appear in 1 to 3 minutes.
1.

Intellect Devourer: Being energy weapons, lasers and similar weaponry will deal full damage to the intellect devourer. Note
that the 3.0 and 3.5 edition of the intellect devourer does not have the detect thoughts ability, so it will not be able to pick up
the thoughts of creatures on this deck. If the DM does not have access to the EXPANDED PSIONICS HANDBOOK, the intellect
devourer is included in the D&D v. 3.5 SRD.
Creature (EL 7): Intellect devourer, hp 42; EXPANDED PSIONICS HANDBOOK, p. 202

2.

A DC 25 Spot check is required to find the Captains grey access card. A DC 18 Search check will find the card if a thorough
search is made of the area.

3.

Wheely Sled: There are three such sleds scattered about on this level. Statistics for the sled are: Medium vehicle; Dexterity
+2; Spd 20 ft. (average); Overall hp 20 (hardness 10); Overall AC 5; Ram 3d6; Space 5ft.; Height 5 ft.; Crew 1; Weight 300
lb.; Cargo 500 lbs.; Cost n/a. Since a Handle Animal check is inappropriate for control checks on this vehicle, and due to the
lack of a Drive skill in Third Edition D&D, control checks for the sled default to a Dexterity check (+2 bonus to the check due
to the quality of the vehicle). Sudden impacts will cause 1d6 points of damage per 10 ft. of relative motion to passengers.

4.

Repair Robot: If shown the proper ID and told to follow the party, the repair robot will run out of power in 1 hour due to its
faulty accumulators.
Creature (EL 6): Repair (worker) robot, hp 68; see APPENDIX I: NEW MONSTERS.

13. Radiation Area: See area 13. on the Key to Level I.

KEY TO LEVEL III: UPPER WALKWAY AND LOUNGE AREA


Wandering Monsters: Encounters occur on a roll of 1 on a d20. Check every 10 minutes.
1.
2.-5.
6.
7.
8.-11.
12.

(EL 9) Police robot; see APPENDIX I: NEW MONSTERS.


No encounter.
(EL 8) Lurker above; see APPENDIX I: NEW MONSTERS.
(EL 6) Worker robot; see APPENDIX I: NEW MONSTERS.
No encounter.
(EL 4) Green slime; DUNGEON MASTERS GUIDE, p. 76.

Cargo Holds: No changes.


Lifts: If the emergency stop button is pressed, there is a 50% chance it will cause the elevator to malfunction and stall for 1d4x10
minutes.
Lounges: No changes.
Cocktail Lounge, Bar, Dancing, Night Club: A DC 5 Craft (alchemy) or Survival check will identify the contents of the bottles
as alcohol. If the alcohol is ignited and used as a thrown weapon, use the rules for alchemists fire (PHB, p. 128).
Kitchens: No changes.

NUMBERED ENCOUNTERS:

1.

Ropers Territory: The fire extinguisher will inflict 1d6 points of cold damage with a successful ranged attack. It has a 10 ft.
range increment, and because it is an improvised weapon, all attacks made with it suffer a -4 penalty to hit. It has enough
propellant for 3 attacks. Laser and blaster attacks will affect the ropers normally.
Creatures (EL 15): Ropers (3), hp 85 each; MONSTER MANUAL, p. 215.

2.

Strangle Vines: Laser and blaster hits affect the vine normally.
Creature (EL 3): Assassin vine, hp 30; MONSTER MANUAL, p. 20.

3.

Vampire Thorn Vines:


Creature (EL 3): Vampire rose (thorn) vine, hp 30; see APPENDIX I: NEW MONSTERS.

4.

Dining Servo Robot: Characters that eat the food the robot serves must succeed at a DC 14 Fortitude save or the mold spores
infesting it will cause confusion (as the spell) for one minute then a second Fort save is required or the victim suffers
confusion for 1d4x10 minutes and death. If the servo successfully grapples an opponent with its tentacles, it can attempt to
shove food in the victims mouth with a successful melee attack on the next round if the servo is still grappling.
Creature (EL 4): Dining servo robot, hp 53
Dining Servo Robot: CR 4; Medium construct; HD 6d10+20; hp 53; Init +2; Spd 30 ft.; AC 16, touch 12, flat-footed 14
(+2 Dex, +4 natural); Base Atk +4; Grp +8; Atk +8 melee (1d6+4, slam); Full Atk +8 melee (1d6+4, 2 slams) and +8
melee touch (grapple); SQ Construct traits, low-light vision, darkvision 60 ft.; AL N; SV Fort +1, Ref +3, Will +1; Str 19,
Dex 15, Con , Int , Wis 11, Cha 10
Skills: None
Feats: None

5.

Webbirds:
Creatures (EL variable): Webbirds (3d12), hp 5 each; see APPENDIX I: NEW MONSTERS.

6.

Cargo Hold with Ceiling Hole: The intellect devourer from Level II will be here 40% of the time, check every 10 minutes to
see if it shows up. A DC 15 Search check will find the orange card and blaster rifle.
6a. If the couatl are freed from the stasis chamber and allowed to go free, award full experience for the encounter.
Creatures (EL 14): Couatl (4), hp 58 each; MONSTER MANUAL, p. 37.

7.

Robot Station:
Creatures (EL variable):

8.

Police robot, hp 75; see APPENDIX I: NEW MONSTERS.


Worker robots (3), hp 68; see APPENDIX I: NEW MONSTERS.

Green Slime: The single growth to the east near the drop tube will drop off in one piece, not four.
Hazard (EL 4): Green slime; DUNGEON MASTERS GUIDE, p. 76.

9.

Magnifying Viewers: A successful DC 13 Intelligence check is required for a character to discover how to properly operate
the binoculars.

13. Radiation Area: See area 13. on the Key to Level I.

KEY TO LEVEL IV: BOTANICAL GARDENS, ROOKERY, AND


MENAGERIE
Wandering Monsters: Encounter occurs on a 1 on a d4. Check every 10 minutes. No changes in the chart (all encounters are
harmless).
Tiers: No changes.
Small Animal Burrows: Only Small or smaller creatures can enter the burrows.
Walkways: A successful DC 20 Search check can discover the concealed entrances to the tween decks area.
Streamlets and Pools: No changes.
Swamp: No changes.
Lake: No changes.
Islet: No changes.
Underislet Marine Observatory: The special observatory glass is one inch thick (hardness 8, 10 hp). Wetsuits and accessories
are detailed in APPENDIX II: NEW MAGICAL ITEMS AND EQUIPMENT. Each time a wearer lacking the Armor Proficiency
(futuristic) feat enters the water in a wetsuit, he must roll a DC 5 Intelligence check. Failure indicates that the wearers lack of
technical knowledge has caused a malfunction in the suit. The suit will enable a wearer to breathe for 90 minutes underwater, after
which a warning buzzer will tell the wearer that 30 minutes of breathing time remain before the suit must be recharged. The back
propulsion device will propel a wearer through the water at a speed of 30 ft. with average maneuverability for a total of six rounds
(the jet does not have to be used all at one time). If the airlock is activated, roll a base DC 5 Listen check for the Froghemoth. If it
hears the airlock it will investigate the noise.

LETTERED AND NUMBERED ENCOUNTERS:


A. Deadly Purple Blossom Plant: See APPENDIX I: NEW MONSTERS.
B. Deadly Tri-Flower Plant: See APPENDIX I: NEW MONSTERS.
C. Deadly Snapper-Saw Plant: See APPENDIX I: NEW MONSTERS.
D. The Horrid Plant: See APPENDIX I: NEW MONSTERS.
E. Globe Palm: See APPENDIX I: NEW MONSTERS.
1.

Leechoids:
Creatures (EL 8): Leechoids (giant leeches) (8), hp 11 each; see APPENDIX I: NEW MONSTERS.

2.

Low Grass Patch:


Hazard (EL 5): Carnivorous grass; see APPENDIX I: NEW MONSTERS.

3.

Deadly Reptiles Section: Stats for the laser drill are included in APPENDIX II: NEW MAGICAL ITEMS AND EQUIPMENT.
Creatures (EL 7): Lizardoids (2), hp 52, 49; see APPENDIX I: NEW MONSTERS.

4.

Deadly Animals Section: According to the third edition rules, the aurumvorax takes full damage from gas, poison, and fire.
Energy weapons such as blasters and lasers also inflict full damage on the creature.
Creature (EL 7): Aurumvorax, hp 65; see APPENDIX I: NEW MONSTERS.

5.

Deadly Plants Section:


A. Purple Blossoms:
Creature (EL 6): Purple blossom, hp 33; see APPENDIX I: NEW MONSTERS.
B. Tri-Flower Fronds:
Creature (EL 2): Tri-flower frond, hp 16; see APPENDIX I: NEW MONSTERS.
C. Snapper-Saw:
Creature (EL 5): Snapper-saw, hp 52; see APPENDIX I: NEW MONSTERS.
D. The Horrid Plant:
Creature (EL 8): Horrid plant, hp 68; see APPENDIX I: NEW MONSTERS.
E. Globe Palm:
Creature (EL 2): Globe palm, hp 44; see APPENDIX I: NEW MONSTERS.

6.

Umber Hulk: A DC 15 Search check is required to find the blaster rifle and anti-grav belt.
Creature (EL 7): Umber hulk, hp 71; MONSTER MANUAL, p. 249.

7.

Baboonoids: Baboonoids throwing sleep gas grenades suffer a 4 non-proficiency penalty to their attacks. The party can
parley with these creatures with a DC 15 Diplomacy check if the party is able to speak the baboonoids language.
Creatures (EL 7): Baboonoids (6), hp 28, 25, 23, 22, 20 (x2); see APPENDIX I: NEW MONSTERS.

8.

Scintillating Phosphorescent Fish: These fish secrete a potent poison. The spines carrying the poison will pierce everything
except metal gauntlets if the fish are handled. In addition to the fishes scales, the poison may be harvested from the spikes.
2d3 applications (vials) may be harvested, with a value of 300 gp/application.
Creatures (EL 6+): Phosphorescent fish (20), hp 1 each.
Scintillating Phosphorescent Fish: CR ; Diminutive animal (aquatic); HD d8; hp 1; Init +3; Spd Swim 20 ft.; AC 17,
touch 17, flat-footed 14 (+4 size, +3 Dex); Base Atk +0; Grp -17; Atk/Full Atk ; Space/Reach 1ft./0 ft.; SA Poison; AL
N; SV Fort +2, Ref +5, Will +1; Str 1, Dex 17, Con 10, Int 1, Wis 13, Cha 2
Skills: Swim* +7
Feats: Alertness

Poison (Ex): Spines, DC 14 Fortitude save; 1d4 Str/1d6 Con


*Note: Phosphorescent fish use their Dexterity modifier for Swim checks.
9.

Brown (Black) Pudding:


Creature (EL 7): Black pudding, hp 115; MONSTER MANUAL, p. 201.

10. Brilliant Fish:


Creatures (EL 3): Brilliant fish swarm, hp 28
Brilliant Fish Swarm: CR 3; Diminutive animal (aquatic, swarm); HD 5d8+5; hp 28; Init +3; Spd swim 20 ft.; AC 17,
touch 17, flat-footed 14 (+4 size, +3 Dex); Base Atk +3; Grp ; Atk/Full Atk +10 melee (1d6, swarm); Space/Reach 10
ft./0 ft.; SA Distraction DC 13; SQ Swarm traits, low-light vision; AL N; SV Fort +5, Ref +7, Will +2; Str 2, Dex 16, Con
12, Int 1, Wis 12, Cha 2
Skills: Swim +11*
Feats: Alertness, Weapon Finesse (bite)
*Note: Brilliant fish use their Dexterity modifier for Swim checks.
11. Shambling Mounds: Blasters set on disrupt and defoliants will cause normal damage to these creatures.
Creatures (EL 8): Shambling mounds (2), hp 62, 57; MONSTER MANUAL, p. 222.
11a.

A DC 15 Search check is required to find the power discs hidden in the heap of rotting vegetation.
Creatures (EL 1): Rot grubs (12), hp 1 each; see APPENDIX I: NEW MONSTERS.

12. Mossy Patch:


Hazard (EL 4): Green slime; DUNGEON MASTERS GUIDE, p. 76.
13. Squealer: The young (6 HD) squealer is non-combatant, and will run from a fight.
Creature (EL 9): Squealer, hp 102; see APPENDIX I: NEW MONSTERS.
14. Lizard Area: No changes.
15. Strangle Vine:
Creature (EL 9): Assassin vines (8), hp 30 each; MONSTER MANUAL, p. 20.
16. Vampire Thorn Vine:
Creature (EL 8): Vampire rose (thorn) vines (6), hp 30 each; see APPENDIX I: NEW MONSTERS.
17. Wolf-in-Sheeps-Clothing:
Creature (EL 8): Wolf-in-sheeps-clothing, hp 60; see APPENDIX I: NEW MONSTERS.
18. Froghemoth: Needlers, gas, and cold will affect the froghemoth normally.

Creature (EL 13): Froghemoth, hp 152; see APPENDIX I: NEW MONSTERS.


19. Gasbat Swarm: Due to the sheer number of gasbats secreting flammable gas in this room, if the gas is ignited it will inflict
10d6 points of fire damage to all creatures within 10 feet of the swarm (DC 20 Reflex save for half damage).
Creatures (EL 4): Gasbat swarm, hp 32; see APPENDIX I: NEW MONSTERS.
Gasbat Swarm: CR 4; Diminutive animal (swarm); HD 7d8; hp 32; Init +2; Spd 5 ft., fly 20 ft. (good); AC 16, touch 16,
flat-footed 14 (+4 size, +2 Dex); Base Atk +5; Grp ; Atk/Full Atk Swarm (1d6); Space/Reach 10 ft./0 ft.; SA Distraction
DC 15, gas; SQ Swarm traits, low-light vision; AL N; SV Fort +5, Ref +7, Will +4; Str 1, Dex 15, Con 10, Int 2, Wis 14,
Cha 4
Skills: Listen +9, Spot +9
Feats: Ability Focus (distraction), Alertness, Lightning Reflexes
Gas (Ex): Gasbats emit a highly flammable gas from a sack in their abdomens. Any nearby flame will ignite the gas
causing 1d6 points of fire damage to all within 5 feet (DC 15 Reflex save for half damage).
Robobar: A DC 5 Craft (alchemy) or Survival check will identify the contents of the gallon container as pure alcohol.
20. Crew Quarters: No changes.
21. Crew Room: A DC 15 Search check is required to find the items scattered around this room. Treat the unbreakable rope as
silk rope except: 20 hp; break DC 35. The spotlight will operate for a total of 10 minutes on its power disc. If the defoliant is
ingested the ingesting character must make a DC 16 Fortitude save or take 1d4 Str/1d6 Str damage. The defoliant will cause
2d4 points of damage to any creature with the plant type on a successful attack.
22. Trappers:
Creatures (EL 9): Trappers (2), hp 115, 109; see APPENDIX I: NEW MONSTERS.

KEY TO LEVEL V: SERVICE DECK 6, OR GARDEN TWEEN DECKS


Splotched Marked Areas: No changes.
Solid Areas: See APPENDIX II: NEW MAGICAL ITEMS AND EQUIPMENT for plasteel statistics.
Eastern Area from North to South: Anyone running in the wet areas must succeed at a DC 12 Balance check. Failing the check
by more than 5 requires the character to make a DC 15 Reflex save (in addition to falling prone). Characters that fail the save
suffer additional injury (roll a d6):
1-2: The character is stunned (DMG p. 301) for 1d4+1 rounds.
3-4: The character is knocked unconscious for 1d2x10 minutes.
5-6: The character is knocked unconscious for 1d3x10 minutes and takes 1d4 points of damage.
1.

Shallow Pool:
Creature (EL 6): Advanced slithering tracker, hp 76; see APPENDIX I: NEW MONSTERS.
Advanced Slithering Tracker: CR 6; Small ooze; HD 9d10+27; hp 76; Init -5; Spd 10 ft., climb 10 ft.; AC 6, touch 6,
flat-footed 6 (+1 size, -5 Dex); Base Atk +6; Grp +2; Atk/Full Atk +6 melee (1d4 plus paralysis, slam); SA Paralysis (DC
17), engulf, plasma drain; SQ Ooze, blindsight 60 ft., transparent; AL N; SV Fort +6, Ref -2, Will -2; Str 10, Dex 1, Con
16, Int , Wis 1, Cha 1
Skills:
Feats:
Paralysis (Ex): Slithering trackers secrete an anaesthetizing slime. A target hit by a trackers slam attack must
succeed at a DC 17 Fortitude save or become paralyzed for 1d6 hours. The save is Con-based.

Engulf (Ex): A Medium or smaller paralyzed creature can be covered in a single round as a standard action by the
slithering tracker. It cannot make a slam attack during a round in which it engulfs. Engulfed creatures are subjected to
the trackers plasma drain attack and are considered grappled.
Plasma Drain (Ex): A slithering tracker deals 1d2 points of Constitution damage per round to an engulfed creature.
Once a victims Con score is reduced to zero he dies and his body is dissolved and consumed by the tracker.
Transparent (Ex): The slithering tracker is nearly impossible to see, even in ideal conditions, and it takes a base DC
17 Spot check to notice one.
Ooze: Immune to all mind-influencing effects (charms, compulsions, phantasms, patterns, and morale effects), gaze
attacks, visual effects, illusions, and other attack forms that rely on sight. Immune to poison, sleep effects, paralysis,
polymorph and stunning. Not subject to critical hits or flanking.
2.

Yellow Mold: Medium and larger creatures passing under the mold without taking appropriate precautions must succeed at a
DC 15 Reflex save or cause a spore cloud release.
Hazard (EL 6): Yellow mold; DUNGEON MASTERS GUIDE, p. 76.

3.

Damp Floor:
Creatures (EL 7): Grey oozes (3), hp 36, 34, 31; MONSTER MANUAL, p. 202.

4.

Wheely Sled: See level II, area 3 for statistics on the wheely sled.

5.

Repair Robot Facility: No changes.

13. Radiation Area: See area 13. on the Key to Level I.

KEY TO LEVEL VI: THEATER, ATHLETIC, AND ACTIVITY DECK


Wandering Monsters: Encounter occurs on a 1 on a d20. Check every 10 minutes. (Roll a d4 for encounter).
1.
2.
3.
4.

(EL variable) 1d6+6 gasbats; see APPENDIX I: NEW MONSTERS.


(EL 7) Umber hulk; MONSTER MANUAL, p. 249.
(EL 9) Police robot; see APPENDIX I: NEW MONSTERS.
(EL 6) Worker robot; see APPENDIX I: NEW MONSTERS.

Cargo Holds: No changes.


Auditorium: No changes.
Theater: No changes.
Training: No changes.
Swimming Pool: Characters swimming in the pool must succeed at a DC 10 Swim check every round to stay afloat.
Baths: No changes.
Gymnasium: No changes.
Workout Area: no changes.

NUMBERED ENCOUNTERS:

1.

Lurker Above:
Creature (EL 8): Lurker above, hp 101; see APPENDIX I: NEW MONSTERS.

2.

Physical Training Androids: A DC 15 Search check is required to find the diary and other items in the mess of items strewn
about the room.
Creatures (EL 12+): Androids (3), hp as listed; see APPENDIX I: NEW MONSTERS.
Android 1: This is the boxing and wrestling training android. The android will throw punches at any opponent that
enters an area it threatens. After softening its opponent up with some punches, it will attempt to start a grapple. If the
android successfully grapples an opponent, it will deal 1d6+5 points of damage each round until its opponent is dead. The
android will not break the hold until it or its opponent is dead.
Boxing and Wrestling Android: CR 6; Medium construct; HD 7d10+20; hp 66; Init +8; Spd 30 ft.; AC 18, touch 14,
flat-footed 14 (+4 Dex, +4 natural); Base Atk +5; Grp +10; Atk +10 melee (1d6+5, slam); Full Atk +10 melee (1d6+5, 2
slams); SQ Construct traits, low-light vision, darkvision 60 ft., cold immunity, immunity to magic, acid and fire resistance
10; AL N; SV Fort +4, Ref +6, Will +4; Str 21, Dex 18, Con , Int 11, Wis 14, Cha 10
Skills: Bluff +5, Intimidate +7, Sense Motive +6, Tumble +8
Feats: Improved Grapple, Improved Initiative, Improved Unarmed Strike
Immunity to Magic (Ex): An android is only affected by spells or spell-like abilities that can affect objects. Androids
are susceptible to the heat metal spell.
Water Vulnerability (Ex): If an android is completely immersed in water for 3 rounds, it will short-circuit.
Construct: Immune to all mind-effecting effects. Immune to poison, sleep effects, paralysis, stunning, disease, death
effects, and necromancy effects. Not subject to critical hits, non-lethal damage, ability damage, ability drain, fatigue,
exhaustion, energy drain or death from massive damage.
Android 2: This is the fencing trainer. It is armed with a faulty fencing epee (damage as a rapier) that will deal 1d6
points of electrical damage with each hit (as a shock weapon).
Fencing Android: Android Ftr6; CR 12; Medium construct; HD 7d10+20 plus 6d10; hp 91; Init +8; Spd 30 ft.; AC 18,
touch 14, flat-footed 14 (+4 Dex, +4 natural); Base Atk +11; Grp +14; Atk +17 melee (1d6+5/18-20 plus 1d6 electricity,
rapier); Full Atk +17/+12/+7 melee (1d6+5/18-20 plus 1d6 electricity, rapier); SQ Construct traits, low-light vision,
darkvision 60 ft., cold immunity, immunity to magic, acid and fire resistance 10; AL N; SV Fort +9, Ref +8, Will +6; Str
16, Dex 19, Con , Int 11, Wis 14, Cha 10
Skills: Balance +7, Climb +7, Jump +8, Intimidate +3, Listen +4, Spot +4, Tumble +7
Feats: Combat Reflexes, Dodge, Greater Weapon Focus (rapier), Improved Initiative, Mobility, Quick Draw, Weapon
Finesse, Weapon Focus (rapier), Weapon Specialization (rapier)
Immunity to Magic (Ex): An android is only affected by spells or spell-like abilities that can affect objects. Androids
are susceptible to the heat metal spell.
Water Vulnerability (Ex): If an android is completely immersed in water for 3 rounds, it will short-circuit.
Construct: Immune to all mind-effecting effects. Immune to poison, sleep effects, paralysis, stunning, disease, death
effects, and necromancy effects. Not subject to critical hits, non-lethal damage, ability damage, ability drain, fatigue,
exhaustion, energy drain or death from massive damage.
Android 3: This is the martial arts trainer. If its opponent can communicate with it and succeeds in an opposed Bluff
check, it can be convinced to attack the boxing android, as described in the adventure.
Martial Arts Android: Android Mnk2; CR 8; Medium construct; HD 7d10+20 plus 2d8; hp 67; Init +8; Spd 30 ft.; AC
20, touch 16, flat-footed 16 (+4 Dex, +2 Wisdom, +4 natural); Base Atk +6; Grp +9; Atk +9 melee (1d6+3, unarmed
strike); Full Atk +9/+4 melee (1d6+3, unarmed strike); SA Flurry of blows, stunning fist 3/day (DC 16); SQ Construct
traits, evasion, low-light vision, darkvision 60 ft., cold immunity, immunity to magic, acid and fire resistance 10; AL N;
SV Fort +5, Ref +9, Will +7; Str 16, Dex 18, Con , Int 11, Wis 14, Cha 10
Skills: Balance +8, Climb +5, Jump +8, Listen +7, Sense Motive +4, Spot +7, Tumble +9
Feats: Acrobatic, Alertness, Combat ReflexesB, Dodge, Improved Initiative, Stunning FistB
Immunity to Magic (Ex): An android is only affected by spells or spell-like abilities that can affect objects. Androids
are susceptible to the heat metal spell.
Water Vulnerability (Ex): If an android is completely immersed in water for 3 rounds, it will short-circuit.

Construct: Immune to all mind-effecting effects. Immune to poison, sleep effects, paralysis, stunning, disease, death
effects, and necromancy effects. Not subject to critical hits, non-lethal damage, ability damage, ability drain, fatigue,
exhaustion, energy drain or death from massive damage.
3.

Eye of the Deep:


Creature (EL 8): Eye of the deep, hp 65; see APPENDIX I: NEW MONSTERS.

4.

Shedu: A successful DC 30 Search check is required to find the shedims treasure.


Creatures (EL 12): Shedu (2), hp 81, 79; FIEND FOLIO, p. 153.

5.

Doppelgangers: The intense steam in the baths will give creatures in the room the benefit of concealment (20% miss chance,
PHB p. 152). The doppelgangers will use their detect thoughts ability to try and discern the location of their victims.
Creatures (EL 7): Doppelgangers (4), hp 22 each; MONSTER MANUAL, p. 67.

6.

Physical Fitness Android: If the android scores a critical hit on a victim from throwing a piece of athletic equipment, the
victim must roll a DC 15 Reflex save. Failure indicates the victim has broken a limb (roll a d4; 1= right arm, 2= left arm, 3=
right leg, 4= left leg) and that limb is now useless. Any piece of athletic equipment used as a weapon should be considered an
improvised medium weapon (-4 penalty on attack rolls, 1d6 damage, 10 ft. range increment).
Creature (EL 6): Physical fitness android, hp 58; see APPENDIX I: NEW MONSTERS.
Physical Fitness Android: CR 6; Medium construct; HD 7d10+20; hp 58; Init +8; Spd 30 ft.; AC 18, touch 14, flatfooted 14 (+4 Dex, +4 natural); Base Atk +5; Grp +8; Atk +8 melee (1d6+3, slam); Full Atk +8 melee (1d6+3, slam), or
+9 ranged; SQ Construct traits, low-light vision, darkvision 60 ft., cold immunity, immunity to magic, acid and fire
resistance 10; AL N; SV Fort +4, Ref +6, Will +4; Str 16, Dex 18, Con , Int 11, Wis 14, Cha 10
Skills: Climb +11, Intimidate +5, Jump +9, Tumble +7
Feats: Athletic, Improved Initiative, Run
Immunity to Magic (Ex): An android is only affected by spells or spell-like abilities that can affect objects. Androids
are susceptible to the heat metal spell.
Water Vulnerability (Ex): If an android is completely immersed in water for 3 rounds, it will short-circuit.
Construct: Immune to all mind-effecting effects. Immune to poison, sleep effects, paralysis, stunning, disease, death
effects, and necromancy effects. Not subject to critical hits, stunning, energy drain or death from massive damage.

7.

Trapped Android and Gasbats: A DC 20 Strength check is required to move the crate.
Creatures (EL 9): Standard android, hp 58; see APPENDIX I: NEW MONSTERS.
Gasbats (40), hp 2 each; see APPENDIX I: NEW MONSTERS.

8.

Shriekers:
Creatures (EL 6): Shriekers (5), hp 11 each; MONSTER MANUAL, p. 112.
Piercers (4), hp 26 each; see APPENDIX I: NEW MONSTERS.
Piercer (Advanced): CR 1; Medium vermin; HD 4d8+8; hp 26; Init 3; Spd 5 ft., climb 5 ft.; AC 17, touch 7, flat-footed
17 (-3 Dex, +10 natural); Base Atk +3; Grp +6; Atk/Full Atk +6 melee (1d6+3/19-20, gore); Space/Reach 5 ft./0 ft.; SA
Acid; SQ Darkvision 60 ft., vermin; AL N; SV Fort +6, Ref -2, Will +1; Str 16, Dex 4, Con 15, Int , Wis 11, Cha 4
Skills:
Feats: Improved Critical (gore)B
Vermin: Immune to all mind-affecting effects (charms, compulsions, phantasms, patterns, and morale effects).
Skills: Piercers receive a +15 racial bonus to Hide checks in areas that contain stalactites and stalagmites.

9.

Mind Flayer: The spotlight and grenades are detailed in APPENDIX II: NEW WEAPONS AND EQUIPMENT. If the mind flayer
rigs the spotlight, the trip cord can be found with a DC 20 Search check. If the cord is tripped, all characters in range of the
light must succeed at a DC 20 Reflex save. Characters that fail are blinded for 1 round.
Creature (EL 8): Mind flayer, hp 44; MONSTER MANUAL, p. 112.

10. Worker Robots: The worker robots in this cargo hold are all of Huge size (12 HD). Summoned worker robots will also be of
Huge size.
Creatures (EL 14): Advanced worker robots (6), hp 106 each; see APPENDIX I: NEW MONSTERS.
Bulette, hp 94; MONSTER MANUAL, p. 30.
Advanced Worker Robot: CR 9; Huge construct; HD 12d10+40; hp 106; Init +0; Spd 30 ft.; AC 16, touch 8, flat-footed
16 (-2 size, +8 natural); Base Atk +9; Grp +29; Atk +19 melee (1d8+12, slam); Full Atk +19 melee (1d8+12, 2 slams);
Space/Reach 15 ft./15 ft.; SA Tractor/repulsor beam (DC 22); SQ Construct traits, low-light vision, darkvision 60 ft., cold
immunity, immunity to magic, acid and fire resistance 10; AL N; SV Fort +4, Ref +4, Will +4; Str 35, Dex 11, Con , Int
, Wis 10, Cha 10
Skills:
Feats:
Immunity to Magic (Ex): A worker robot is only affected by spells or spell-like abilities that can affect objects.
Worker robots are susceptible to the heat metal spell.
Tractor/Repulsor Beam (Ex): Worker robots are fitted with a heavy-duty version of the tractor beams built into
police robots. It functions the same way as a police robots does.
Construct: Immune to all mind-effecting effects. Immune to poison, sleep effects, paralysis, stunning, disease, death
effects, and necromancy effects. Not subject to critical hits, stunning, energy drain or death from massive damage.

TECHNOLOGICAL ITEMS
If the DM wishes to capture the feel of the original adventure, as an optional rule he may use the flow charts included in the
adventure in addition to the various item feats. If the charts are used, they should be used for non-proficient characters only. When
a player rolls on the charts the DM should ignore the Intelligence modifiers presented in the adventure and just subtract the
characters Intelligence modifier from the roll. If the character makes it to FINISH on the chart without destroying the item, he
now has a basic working knowledge of it. However, all future uses will be subject to a non-proficiency penalty. If the character
then acquires the appropriate feat to use the item he can use it with no penalty.
Alternatively, the DM may have the character roll a straight Intelligence check DC 10 for simple items, DC 15 for complex
items. If the character makes the roll, he or she can use the item (with a non-proficiency penalty if applicable). If the character
fails the check by more than 5, he or she destroys the item or discharges it, possibly hurting himself or a bystander. This method is
good for learning items such as the gas mask and language translator.

APPENDIX I: NEW MONSTERS

ANDROID
Medium Construct
Hit Dice: 7d10+20 (58 hp)
Initiative: +4
Speed: 30 ft. (6 squares)
Armor Class: 18 (+4 Dex, +4 natural), touch 14, flat-footed 14
Base Attack/Grapple: +5/+8
Attack: Slam +8 melee (1d6+3)
Full Attack: 2 slams +8 melee (1d6+3), or by weapon.
Space/Reach: 5 ft./5 ft.
Special Attacks:

Special Qualities: Construct traits, low-light vision, darkvision 60 ft., cold immunity, immunity to magic, acid and fire resistance
10
Saves: Fort +2, Ref +6, Will +4
Abilities: Str 16, Dex 18, Con , Int 11, Wis 14, Cha 10
Skills: Craft (any) +6, Diplomacy +4, Listen +9, Profession (any) +8, Spot +9
Feats: Alertness, Skill Focus (Craft), Skill Focus (Profession)
Environment: Unique to the Barrier Peaks
Organization: Solitary
Challenge Rating: 6
Treasure: None
Alignment: Always neutral
Advancement:
Level Adjustment:
Different android models may have different ability scores or skill and feats packages, depending on their function. Special
instructional models may have programming that will give them the equivalent of character classes.
Immunity to Magic (Ex): An android is only affected by spells or spell-like abilities that can affect objects. Androids are
susceptible to the heat metal spell.
Water Vulnerability (Ex): If an android is completely immersed in water for 3 rounds, it will short-circuit.

AURUMVORAX
The 3.0 version of the aurumvorax was featured in a Monster Mayhem article on the Wizards of the Coast website:
http://www.wizards.com/dnd/article.asp?x=dnd/mm/mm20001222c and upgraded to the 3.5 edition rules for this adventure:
Aurumvorax: Magical Beast; +10/+6; 5 ft./5 ft.; Listen +7, Spot +7, Hide +10, Move Silently +5; Alertness, Improved Initiative,
Multiattack, Iron Will; Fortitude +8, Reflex +10, Will +6. Note: If the aurumvorax uses its rend attack, it inflicts 2d6+2 points of
damage.

BABOONOID
Medium Monstrous Humanoid
Hit Dice: 4d8+4 (22 hp)
Initiative: +2
Speed: 40 ft. (6 squares), climb 30 ft.
Armor Class: 14 (+2 Dex, +2 natural), touch 12, flat-footed 12
Base Attack/Grapple: +4/+6
Attack: Bite +6 melee (1d6+3)
Full Attack: Bite +6 melee (1d6+3) or +6 ranged
Space/Reach: 5 ft./5 ft.
Special Attacks:
Special Qualities: Darkvision 60 ft.
Saves: Fort +2, Ref +6, Will +5
Abilities: Str 15, Dex 14, Con 12, Int 7, Wis 12, Cha 5
Skills: Listen +5, Hide +8, Spot +4
Feats: Alertness, Stealthy
Environment: Temperate and warm forest and plains
Organization: Solitary, pair, or pack (3-12)
Challenge Rating: 2
Treasure: None
Alignment: Always neutral
Advancement: 5-8 HD (Medium)
Level Adjustment:
These intelligent creatures resemble baboons, and speak their own language.

CARNIVOROUS GRASS

Hazard (CR 5)
This mutated, carnivorous plant will attack any living thing that rests upon it. The blades of the grass are corkscrewed, and they
will immediately bite into exposed flesh, inflicting 5d4 points of damage every round. On the first round damage is inflicted the
victim must make a DC 16 Fortitude save or be paralyzed. Another DC 16 Fortitude save is required one minute later failure
means the victim is slowed (as the spell) for 1d4 days or until a neutralize poison spell or device is applied. Magical properties
like a deflection bonus will slow the attack by one round per point of bonus (a ring of protection +1 will slow the attack by one
round and so forth), so no damage will be taken immediately. It requires one round for the boring grass to get through leather soles
or light armor. Medium armor will deflect the grass for 4 rounds, while heavy armor or plate soles are impervious to the grass for
6 full rounds indefinitely if the wearer keeps moving. The grass can be killed by burning it with oil poured on it, defoliants, a
blaster, or an incendiary or explosive grenade. Lasers have too small an area of effect to be sufficient to damage this vegetation
seriously.

EYE OF THE DEEP


Medium Aberration
Hit Dice: 10d8+20 (65 hp)
Initiative: +4
Speed: 5 ft. (1 square), swim 20 ft.
Armor Class: 15 (+5 natural), touch 10, flat-footed 15
Base Attack/Grapple: +7/+7
Attack: Eye ray +7 ranged touch
Full Attack: Eye rays +7 ranged touch, 2 claws +2 melee (2d4), +2 bite (1d6)
Space/Reach: 5 ft./5 ft.
Special Attacks: Eye rays, improved grab, tear
Special Qualities: All-around vision, darkvision 60 ft.
Saves: Fort +5, Ref +3, Will +8
Abilities: Str 10, Dex 10, Con 14, Int 12, Wis 13, Cha 13
Skills: Hide +6, Listen +16, Search +15, Spot +21
Feats: Alertness, Flyby Attack, Improved Initiative, Shot on the Run
Environment: Any aquatic
Organization: Solitary, pair or cluster (3-6)
Challenge Rating: 8
Treasure: Standard
Alignment: Always lawful evil
Advancement: 11-15 HD (Medium), 16-30 HD (Large)
Level Adjustment:
The eye of the deep is thought to be a distant relative of the beholder, for its appearance is that of said creature. Eyes of the deep
are found only in the deepest parts of the ocean, though on occasion one moves too close to the shoreline and ends up beaching on
the sands. An eye of the deep stranded in this manner dies in 2d4 minutes unless placed back into the water.
An eye of the deep is a 5-foot wide orb dominated by a central eye and large serrated mouth. Hundreds of small seaweed-like
bristles hang from the bottom of its body (these aid the creature while swimming). Two large crab-like pincers protrude from its
body, and two long, thin eyestalks sprout from the top of its orb. Eyes of the deep speak Beholder and Common.
Combat
An eye of the deep floats slowly through the oceans searching for its prey. It attacks using its eye rays; then it grasps an opponent
with its pincer-like claws and subjects the victim to its bite attack.
Eye Rays (Su): Both of the creatures eyes, as well as the large central eye can produce a magical ray once per round, even when
the eyes of the deep is attacking physically or moving at full speed. The creature can aim its two eyestalks in any direction. Each
eyes effect resembles a spell cast by a 12th-level caster, but follows the rules for a ray (see Aiming a Spell in the PHB). Each
eye ray has a range of 150 feet and a save DC of 16. The save DCs are Charisma-based.
Hold Person: Left eye the target must succeed at a Will save or be affected as the spell. An eye of the deep will use this ray
early in a fight so as to disable its opponents.
Hold Monster: Right eye the target must succeed at a Will save or be affected as the spell. This is used in the same manner
as the hold person ray.
Minor Image: By combining the rays of both eyes, the eye of the deep can replicate the minor image spell (DC 16). The save
is Charisma-based.

Stun Cone (Su): An eye of the deeps central eye can, once per round, produce a 30-foot cone extending straight ahead from its
front. Creatures in the area must succeed at a Fortitude save or be stunned for 2d4 rounds.
Improved Grab (Ex): To use this ability, the eye of the deep must hit with a claw attack.
Tear (Ex): An eye of the deep automatically hits an opponent with all of its melee attacks each round it maintains the hold.
All-Around Vision (Ex): Eyes of the deep are exceptionally alert and circumspect. Their eyes give them a +4 racial bonus to Spot
and Search checks, and they cannot be flanked.
Eye of the Deep from the Tome of Horrors, 2002, Necromancer Games, Inc.; Author Scott Greene, based on original material from Gary Gygax.

FROGHEMOTH
Huge Aberration
Hit Dice: 16d8+80 (152 hp)
Initiative: +1
Speed: 20 ft. (4 squares), swim 30 ft.
Armor Class: 16 (-2 size, +1 Dex, +7 natural), touch 9, flat-footed 15
Base Attack/Grapple: +12/+24
Attack: Tentacle +14 melee (1d6+4)
Full Attack: 4 tentacles +14 melee (1d6+4), bite +12 melee (4d6+2), or tongue +12 melee (1d6+2)
Space/Reach: 15 ft./10 ft.
Special Attacks: Improved grab, swallow whole
Special Qualities: Fire resistance 10, electricity resistance, darkvision 60 ft.
Saves: Fort +10, Ref +8, Will +11
Abilities: Str 19, Dex 13, Con 20, Int 2, Wis 12, Cha 11
Skills: Hide +2*, Listen +12, Spot +12
Feats: Alertness, Cleave, Great Cleave, Lightning Reflexes, Multiattack, Power Attack
Environment: Temperate or warm marsh
Organization: Solitary
Challenge Rating: 13
Treasure: None
Alignment: Always neutral
Advancement: 17-30 HD (Huge), 31-48 HD (Gargantuan)
Level Adjustment:
The froghemoth is a weird aberration that dwells in marshes and swamps. It appears as a huge frog-like creature with four large
tentacles in place of its front legs, a 10-foot tongue, and a single, retractable eyestalk on top of its head. Its underbelly is yellow,
its body green, and its tentacles and upper legs are mottled green.
Combat
The froghemoth attacks using its tentacles and tongue to grab opponents. Grabbed opponents are shoved into the froghemoths
mouth.
Improved Grab (Ex): To use this ability, the froghemoth must hit with its tongue attack. If it gets a hold, it can attempt to bite or
swallow the opponent.
Swallow Whole (Ex): A froghemoth can try to swallow a grabbed Medium or smaller opponent by making a successful grapple
check. A froghemoth that swallows an opponent can use its Cleave feat to grab another opponent. Once inside, the swallowed
creature takes 2d8+4 points of crushing damage and 1d8 points of acid damage per round from the froghemoths digestive juices.
A swallowed creature can climb out of the froghemoths stomach with a successful grapple check. This returns it to the
froghemoths mouth, where another successful grapple check is required to get free. A swallowed creature can also cut its way out
using a light slashing or piercing weapon to deal 20 points of damage to the froghemoths stomach (AC 13). Once the creature
exits, muscular action closes the hole another swallowed opponent must cut its own way out. The froghemoths stomach can
hold two Medium, four Small, eight Tiny, sixteen Diminutive or thirty-two Fine opponents.
Electrical Resistance: The froghemoth takes no damage from electricity, but is instead slowed (as the spell) for one round.
Skills: The froghemoth receives a +4 racial bonus to Listen and Spot checks. *Due to its coloration, it receives a +4 species bonus
to Hide checks when in marshlands.
Froghemoth from the Tome of Horrors, 2002, Necromancer Games, Inc.; Author Scott Greene, based on original material from Gary Gygax.

GASBAT
Diminutive Animal
Hit Dice: d8 (2 hp)
Initiative: +2
Speed: 5 ft. (1 square), fly 20 ft. (good)
Armor Class: 16 (+4 size, +2 Dex), touch 16, flat-footed 14
Base Attack/Grapple: +0/-17
Attack:
Full Attack:
Space/Reach: 1 ft./0 ft.
Special Attacks: Gas
Special Qualities: Low-light vision.
Saves: Fort +2, Ref +4, Will +2
Abilities: Str 1, Dex 15, Con 10, Int 2, Wis 14, Cha 4
Skills: Hide +14, Listen +8*, Move Silently +6, Spot +8*
Feats: Alertness
Environment: Warm forest and underground
Organization: Colony (10-40)
Challenge Rating: 1/6
Treasure: None
Alignment: Neutral
Advancement:
Level Adjustment:
Gas (Ex): 1d6 fire in a 5 ft. radius, DC 15 Reflex save for half damage.

GLOBE PALM
Medium Plant
Hit Dice: 8d8+8 (44 hp)
Initiative: +2
Speed: 0 ft.
Armor Class: 9 (-5 Dex, +4 natural), touch 9, flat-footed 9
Base Attack/Grapple: +6/
Attack: Globe +1 ranged touch (special)
Full Attack: 6 globes +1 ranged touch (special)
Space/Reach: 5 ft./5 ft.
Special Attacks: Nausea
Special Qualities: Plant, tremorsense 5 ft.
Saves: Fort +7, Ref -3, Will -2
Abilities: Str , Dex , Con 13, Int , Wis 2, Cha 1
Skills:
Feats:
Environment: Warm forest
Organization: Solitary
Challenge Rating: 2
Treasure: None
Alignment: Neutral
Advancement: 9 HD (Medium), 10-12 HD (Large)
Level Adjustment:
These tall slender trees are topped with coconut-sized fruits of varying colors. Walking under one of these palms will cause the
plant to release fruit. The skin of the fruit is taught, and when it hits an object (usually a creature or the ground) it will burst,
spraying its contents in a 5-foot radius (as a grenade-like weapon).
Nausea (Ex): If liquid contents of a globe hit a creature, the victim must succeed at a DC 14 Fortitude save or become nauseated
(DMG p. 301) for 1 hour. The save is Constitution-based. Additionally, the incredibly offensive smell of the liquid allows creatures
to detect the affected character as if they had the scent special ability at double range (60 ft. default unless the creature already has

the scent ability at a range greater than 30 ft.). The liquid can be washed away with at least one gallon of alcohol, otherwise it will
persist for 1d3 hours.

HORRID PLANT
Medium Plant
Hit Dice: 10d8+23 (68 hp)
Initiative: +5
Speed: 0 ft.
Armor Class: 14 (+1 Dex, +3 natural), touch 11, flat-footed 13
Base Attack/Grapple: +7/+8
Attack: Stalk +9 melee (1d6+1)
Full Attack: Stalk +9 melee (1d6+1)
Space/Reach: 5 ft./5 ft.
Special Attacks: Spell-like ability
Special Qualities: Plant, blindsight 30 ft., telepathy
Saves: Fort +9, Ref +4, Will +7
Abilities: Str 13, Dex 12, Con 14, Int 16, Wis 14, Cha 15
Skills: Bluff +10, Concentration +12, Diplomacy +15, Hide +12, Knowledge (local) +6, Knowledge (nature) +9, Sense Motive +8,
Spot +10
Feats: Improved Initiative, Iron Will, Toughness, Weapon Focus (stalk)
Environment: Unique to the Barrier Peaks
Organization: Solitary
Challenge Rating: 8
Treasure: None
Alignment: Neutral good
Advancement:
Level Adjustment:
The leprous yellow-gray and ugly scarlet colors of this intelligent plant belie its peaceful and inoffensive nature, as do its spike
leaves, bloated bottle-like stems, twitching tendrils and writhing roots. If any intelligent creature comes within 5 feet of this
creature, thinking questioning thoughts, the plant will communicate telepathically, mentally giving the creature assurance that it is
friendly to it, and warning it of the dangerous plants (A, B, C, and E). If the plant is attacked, it will lash its spiked leaves at the
attacker. Range is 5 feet.
Spell-Like Ability: 4/day lightning bolt (DC 15). Caster level 10th. The save is Charisma-based.
Telepathy (Su): The horrid plant can communicate telepathically with any creature in a 5-foot radius that has a language.

LEECH, GIANT
Medium Vermin
Hit Dice: 2d8+2 (11 hp)
Initiative: +1
Speed: 20 ft. (4 squares)
Armor Class: 11 (+1 Dex), touch 11, flat-footed 10
Base Attack/Grapple: +1/+1
Attack: Bite +1 melee (1d6)
Full Attack: Bite +1 melee (1d6)
Space/Reach: 5 ft./5 ft.
Special Attacks: Attach, blood drain, disease
Special Qualities: Blindsight 30 ft., salt vulnerability, scent, vermin
Saves: Fort +4, Ref +1, Will +0
Abilities: Str 11, Dex 12, Con 12, Int , Wis 10, Cha 2
Skills:
Feats:
Environment: Any marsh or aquatic
Organization: Cluster (2-5) or swarm (6-15)
Challenge Rating: 2

Treasure: None
Alignment: Always neutral
Advancement: 3-4 HD (Medium), 5-6 HD (Large)
Level Adjustment:
Giant leeches appear as larger versions of their smaller relatives. There is a 50% chance that any leech encountered carries filth
fever (DMG p. 292).
Combat
A giant leech attacks any living creature that comes within 30 feet of it.
Attach (Ex): A giant leech that hits with its bite attack latches onto an opponents body. An attached giant leech looses its Dex
bonus to armor class.
Blood Drain (Ex): A giant leech drains blood for 1d4 points of temporary Constitution damage each round it remains attached.
Once it has drained four points of Constitution, it detaches to digest its meal.
Salt Vulnerability (Ex): A giant leech takes 1d6 points of damage per round of salt poured on its body.
Vermin: Immune to all mind-affecting effects (charms, compulsions, phantasms, patterns, and morale effects).
Skills: Giant leeches receive a +5 racial bonus on Hide and Spot checks.
Giant Leech from the Tome of Horrors, 2002, Necromancer Games, Inc.; Author Scott Greene, based on original material from Gary Gygax.

LIZARDOID
Medium Animal
Hit Dice: 8d8+16 (52 hp)
Initiative: +7
Speed: 30 ft. (6 squares)
Armor Class: 17 (+3 Dex, +4 natural), touch 13, flat-footed 14
Base Attack/Grapple: +6/+8
Attack: Bite +8 melee (1d6+2)
Full Attack: Bite +8 melee (1d6+2), 2 claws +3 melee (1d4+1)
Space/Reach: 5 ft./5 ft.
Special Attacks:
Special Qualities: Low-light vision, scent
Saves: Fort +8, Ref +9, Will +3
Abilities: Str 15, Dex 17, Con 14, Int 2, Wis 12, Cha 10
Skills: Hide +12, Jump +13, Listen +5, Move Silently +13, Spot +5, Survival +2
Feats: Alertness, Improved Initiative, Track
Environment: Unique to the Barrier Peaks
Organization: Solitary or pair
Challenge Rating: 5
Treasure: None
Alignment: Always neutral
Advancement: 9-12 HD (Medium)
Level Adjustment:
Skills: The Lizardoids receive a +8 racial bonus to Hide, Jump, and Move Silently checks.

LURKER ABOVE
The lurker above is featured in the City of the Spider Queen web enhancement, available as a free download from the Wizards of
the Coast website: http://www.wizards.com/default.asp?x=dnd/we/20020907a and upgraded to the 3.5 edition rules for this
adventure:
Lurker Above: Aberration; +7/+23; 15 ft./5 ft.; Hide +0*, Listen +10, Spot +10; Alertness, Improved Initiative, Weapon Focus
(slam), Stealthy.

PIERCER
Small Vermin
Hit Dice: 1d8 (4 hp)
Initiative: -2
Speed: 5 ft. (1 square), climb 5 ft.
Armor Class: 17 (+1 size, -2 Dex, +8 natural), touch 9, flat-footed 17
Base Attack/Grapple: +0/-3
Attack: Gore +2 melee (1d4+1/19-20)
Full Attack: Gore +2 melee (1d4+1/19-20)
Space/Reach: 5 ft. /0 ft.
Special Attacks: Acid
Special Qualities: Darkvision 60 ft., vermin
Saves: Fort +2, Ref -2, Will +0
Abilities: Str 12, Dex 6, Con 11, Int , Wis 11, Cha 4
Skills:
Feats: Improved Critical (gore)B
Environment: Any underground
Organization: Group (3-18)
Challenge Rating: 1/3
Treasure: None
Alignment: Always neutral
Advancement: 2 HD (Small); 3-4 HD (Medium)
Level Adjustment:
Acid (Ex): The piercers soft underbelly is coated with a corrosive acid that deals 1d6 points of damage if it contacts exposed
flesh.
Vermin: Immune to all mind-affecting effects (charms, compulsions, phantasms, patterns, and morale effects).
Skills: Piercers receive a +15 racial bonus to Hide checks in areas that contain stalactites and stalagmites.

POLICE ROBOT
Medium Construct
Hit Dice: 10d10+20 (75 hp)
Initiative: +4
Speed: 40 ft. (8 squares), 60 ft. emergency speed
Armor Class: 22 (+4 Dex, +8 natural), touch 14, flat-footed 18
Base Attack/Grapple: +7/+13
Attack: Slam +13 melee (1d6+6), or tentacle +13 melee touch (grapple) or laser pistol +11 ranged (3d6), or grenade launcher +11
ranged (grenade), or paralysis pistol +11 ranged (paralysis)
Full Attack: 2 slams +13 melee (1d6+6), or 2 tentacles +13 melee touch (grapple), or laser pistol +11/+6 ranged (3d6), or grenade
launcher +11 ranged (damage by grenade), or paralysis pistol +11/+6 ranged (paralysis)
Space/Reach: 5 ft./5 ft.
Special Attacks: Tractor/repulsor beam (DC 15), improved grab
Special Qualities: Construct traits, low-light vision, darkvision 120 ft., force screen, cold immunity, acid and fire resistance 10.
Saves: Fort +3, Ref +7, Will +6
Abilities: Str 23, Dex 18, Con , Int , Wis 16, Cha 10
Skills:
Feats:
Environment: Unique to the Barrier Peaks
Organization: Solitary, pair, or patrol (3-6)
Challenge Rating: 9
Treasure: None
Alignment: Always lawful neutral
Advancement:
Level Adjustment:
Force Screen (Ex): Police robots have a 20 hit point force screen protecting them from attacks. The force screen must be brought
to zero hit points before any damage can affect the robot. Additionally, the screen protects the robot from touch attacks the force

screen must be brought to zero hit points before a touch attack will affect the robot. The screen regenerates 5 hit points per round
and will continue to regenerate hit points as long as the police robot is functional.
Improved Grab (Ex): If a police robot hits with a tentacle attack it deals no damage, but can attempt to start a grapple as a free
action without provoking an attack of opportunity.
Tractor/Repulsor Beam (Ex): The beam can mimic the sustained force and violent thrust maneuvers of a telekinesis spell. Caster
level 15th. The save is Charisma-based.
Immunity to Magic (Ex): A police robot is only affected by spells or spell-like abilities that can affect objects. Androids are
susceptible to the heat metal spell.
Construct: Immune to all mind-effecting effects. Immune to poison, sleep effects, paralysis, stunning, disease, death effects, and
necromancy effects. Not subject to critical hits, stunning, energy drain or death from massive damage.

PURPLE BLOSSOM
Large Plant
Hit Dice: 6d8+6 (33 hp)
Initiative: +0
Speed: 0 ft.
Armor Class: 12 (-1 size, +3 natural), touch 9, flat-footed 12
Base Attack/Grapple: +4/+3
Attack: Sap +3 ranged (special)
Full Attack: Sap +3 ranged (special)
Space/Reach: 10 ft./10 ft.
Special Attacks: Sap
Special Qualities: Plant, tremorsense 10 ft.
Saves: Fort +5, Ref +2, Will +3
Abilities: Str , Dex 10, Con 13, Int , Wis 12, Cha 2
Skills:
Feats:
Environment: Temperate and warm forests
Organization: Solitary
Challenge Rating: 6
Treasure: None
Alignment: Always neutral
Advancement: 7-10 HD (Large)
Level Adjustment:
Sap (Ex): The vibrations of any creature passing beneath the purple flowers of this plant will cause them to tilt and drip sap from
the flower. If a creature is struck by the sap it must roll a DC 14 Fortitude save or take 1d10 Con primary and secondary damage.
The save DC is Constitution-based. If the sap is harvested, it has a value of 2,500 gp.

ROT GRUB
Fine Vermin
Hit Dice: d8 (1 hp)
Initiative: +0
Speed: 5 ft. (1 square)
AC: 18 (+8 size), touch 18, flat-footed 18
Base Attack/Grapple: +0/-21
Attack: Bite +3 melee (1 hp)
Full Attack: Bite +3 melee (1 hp)
Space/Reach: ft./0 ft.
Special Attacks: Attach
Special Qualities: Vermin, blindsight 5 ft.
Saves: Fort+2, Ref +0, Will +0
Abilities: Str 1, Dex 10, Con 11, Int , Wis 10, Cha 5
Skills:
Feats:
Environment: Any land and underground

Organization: Colony (5-20)


Challenge Rating: 1/8
Alignment: Always neutral
Advancement:
Level Adjustment:
Attach (Ex): If a rot grub successfully deals damage to an opponent, it latches onto its opponents body in the same round and
begins to burrow inside. The burrowing process takes 1 round to complete, during which the grub is considered to be helpless (AC
13). Once a grub succeeds in burrowing into its opponents flesh, it travels to the heart (reaching it in 10-30 minutes (add one
minute for each size category over Large) killing the infested creature. Grubs that have burrowed into an opponents flesh can be
killed by an application of flame to the wound (dealing 1d6 points of fire damage to the opponent as well as the grubs per
application). A remove disease instantly kills all grubs infesting a host. Note that fire must be applied within one round of a
successful burrowing attack. After that, the grubs are too deep for it to be effective.
Vermin: Immune to all mind-influencing effects (charms, compulsions, phantasms, and morale effects).

RUSSET MOLD
Hazard (CR 6)
Russet mold is found in dark, wet areas. At a distance of 30 feet or more, it is likely to be mistaken for ordinary rust (DC 25 Spot
check required to see it for what it truly is). A patch of russet mold is about 5 to 7 feet in diameter. When a living creature comes
within 5 feet of a patch of russet mold, it releases a cloud of spores in a 5-foot radius. All in the area must succeed at a DC 15
Fortitude save or take 2d6 points Constitution damage. Another DC 15 Fortitude save is required 1 minute later even by those
who succeeded at the first save to avoid taking another 2d6 points of temporary Constitution damage.
A creature killed by russet mold rises as a vegepygmy in 1d4+20 hours, unless antiplant shell is cast within one hour. Antiplant
shell does not actually prevent the creature from becoming a vegepygmy, but it does delay the process for the spells duration.
After that, only a wish or miracle can prevent the creature from rising as a vegepygmy.
Russet mold is immune to fire and cold. Acid-based effects, alcohol (at least 1 gallon per foot diameter of mold), continual flame,
or remove disease instantly destroy russet mold.
Russet Mold from the Tome of Horrors, 2002, Necromancer Games, Inc.; Author Scott Greene, based on original material from Gary Gygax.

SLITHERING TRACKER
Small Ooze
Hit Dice: 5d10+15 (42 hp)
Initiative: -5
Speed: 10 ft. (2 squares), climb 10 ft.
Armor Class: 6 (+1 size, -5 Dex), touch 6, flat-footed 6
Base Attack/Grapple: +3 /-1
Attack: Slam +4 melee (1d4 plus paralysis)
Full Attack: Slam +4 melee (1d4 plus paralysis)
Space/Reach: 5 ft./5 ft.
Special Attacks: Paralysis, engulf, plasma drain
Special Qualities: Ooze, blindsight 60 ft., transparent
Saves: Fort +4, Ref -4, Will -4
Abilities: Str 10, Dex 1, Con 16, Int , Wis 1, Cha 1
Skills:
Feats:
Environment: Any underground
Organization: Solitary
Challenge Rating: 4
Alignment: Always neutral
Advancement: 5-12 HD (Small), 13-15 HD (Medium)
Level Adjustment:
The slithering tracker is an amorphous and transparent creature that inhabits dark underground areas of the world. Unlike other
oozes, the slithering tracker does not feed on organic matter. It survives by devouring living creatures. The slithering tracker is 3
feet long (but can grow to a length of 7 feet) and has a thickness of about 6 inches.

Combat
The slithering tracker prefers to attack helpless or immobile creatures. Once a creature is paralyzed, the slithering tracker engulfs
and devours it.
Paralysis (Ex): Slithering trackers secrete an anaesthetizing slime. A target hit by a trackers slam attack must succeed at a DC
15 Fortitude save or become paralyzed for 1d6 hours. The save is Con-based.
Engulf (Ex): A Medium or smaller paralyzed creature can be covered in a single round as a standard action by the slithering
tracker. It cannot make a slam attack during a round in which it engulfs. Engulfed creatures are subjected to the trackers plasma
drain attack and are considered grappled.
Plasma Drain (Ex): A slithering tracker deals 1d2 points of Constitution damage per round to an engulfed creature. Once a
victims Con score is reduced to zero he dies and his body is dissolved and consumed by the tracker.
Transparent (Ex): The slithering tracker is nearly impossible to see, even in ideal conditions, and it takes a base DC 17 Spot
check to notice one.
Ooze: Immune to all mind-influencing effects (charms, compulsions, phantasms, patterns, and morale effects), gaze attacks,
visual effects, illusions, and other attack forms that rely on sight. Immune to poison, sleep effects, paralysis, polymorph and
stunning. Not subject to critical hits or flanking.
Slithering Tracker from the Tome of Horrors, 2002, Necromancer Games, Inc.; Author Scott Greene, based on original material from Gary Gygax.

SQUEALER
Large Aberration
Hit Dice: 12d8+48 (102 hp)
Initiative: +6
Speed: 30 ft., climb 15 ft.
Armor Class: 15 (-1 size, +2 Dex, +4 natural), touch 11, flat-footed 13
Base Attack/Grapple: +9/+19
Attack: Bite +14 melee (1d8+6)
Full Attack: Bite +14 melee (1d8+6), 3 claws +12 melee (1d6+3)
Space/Reach: 10 ft./10 ft.
Special Attacks: Improved grab, rake (1d6+3)
Special Qualities: Sound imitation, darkvision 60 ft.
Saves: Fort +8, Ref +6, Will +9
Abilities: Str 23, Dex 15, Con 18, Int 4, Wis 13, Cha 8
Skills: Climb +9, Hide +4, Listen +6, Spot +6
Feats: Alertness, Cleave, Improved Initiative, Multiattack, Power Attack
Environment: Temperate plains, hills, mountains and forests
Organization: Solitary or pair
Challenge Rating: 9
Treasure: Standard
Alignment: Always neutral
Advancement: 13-17 HD (Large)
Level Adjustment:
Sound Imitation (Ex): Squealers can imitate the death shrieks and cries of various animals to attract prey. Listeners must succeed
at a DC 16 Willpower save to detect the ruse.
Improved Grab (Ex): If a squealer hits a Medium or smaller creature with a claw 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. A grappling squealer
can attempt to rake its opponent.
Rake (Ex): Attack bonus +12 melee, damage 1d6+3. The squealer can use all three of its claws in a rake attack.
Skills: Due to their coloration, squealers receive a +8 racial bonus to Hide checks when hiding in foliage and trees.

SNAPPER SAW (FORESTERS BANE)


Huge Plant
Hit Dice: 5d8+30 (52 hp)
Initiative: +0

Speed: 0 ft.
Armor Class: 16 (-2 size, +8 natural), touch 8, flat-footed 16
Base Attack/Grapple: +3/+17
Attack: Stalk +7 melee (2d4+6)
Full Attack: 6 stalks +7 melee (2d4+6)
Space/Reach: 15 ft./10 ft.
Special Attacks: Engulf
Special Qualities: Plant, blindsight 30 ft.
Saves: Fort +10, Ref +1, Will +0
Abilities: Str 22, Dex 10, Con 22, Int , Wis 13, Cha 9
Skills:
Feats:
Environment: Temperate plains, hills, mountains and forests
Organization: Solitary or pair
Challenge Rating: 5
Treasure: None
Alignment: Always neutral
Advancement: 6-10 HD (Huge); 11-15 HD (Gargantuan)
Level Adjustment:
The foresters bane is a huge, dark green, immobile, and carnivorous shrub. Closer inspection reveals large, tough leaves radiating
from its central stalk. These dark green leaves hide six purple serrated stalks inside its body. At the center of this low-growing
shrub is a 3-foot diameter yellowish orb from which sprout many small green branches. Each branch has small, sweet smelling
(and tasting) berries of various colors growing from it.
Combat
When a living creature moves within 5 feet of the foresters banes leaves, it attempts to grapple and engulf the creature in its body.
Trapped creatures are subjected to 1-6 serrated stalks that slash and cut them until they escape. The snapper saw releases a trapped
victim when either it or the victim is dead.
Engulf (Ex): The snapper saw can try to wrap a Medium or smaller creature in its leaves as a standard action. The snapper saw
attempts an attack of opportunity that does not provoke an attack of opportunity. If it gets a hold, it uses its serrated stalks to cut its
victim with a +4 attack bonus. It can still use its other stalks to strike other targets. Attacks that hit an engulfing snapper saw deal
half their damage to the monster and half their damage to the trapped victim.
Blindsight (Ex): The snapper saw has no visual organs but can ascertain all foes within 30 feet using sound, scent, and vibration.
Plant: Immune to mind-influencing effects, poison, sleep, paralysis, stunning and polymorphing. Not subject to critical hits.
Foresters Bane (Snapper Saw) from the Tome of Horrors, 2002, Necromancer Games, Inc.; Author Scott Greene, based on original material from Gary Gygax.

THORNIES (VEGEPYGMY DOG-CREATURES)


Medium Plant
Hit Dice: 4d8+8 (26 hp)
Initiative: +2
Speed: 40 ft. (8 squares)
Armor Class: 17 (+2 Dex, +5 natural), touch 12, flat-footed 15
Base Attack/Grapple: +3/+4
Attack: Bite +5 melee (1d6+1)
Full Attack: Bite +5 melee (1d6+1)
Space/Reach: 5 ft./5 ft.
Special Attacks: Thorns, trip
Special Qualities: Plant, low-light vision, immune to piercing weapons.
Saves: Fort +6, Ref +3, Will +2
Abilities: Str 13, Dex 15, Con 15, Int 2, Wis 12, Cha 6
Skills: Hide +3, Listen +5, Move Silently +4, Spot +5
Feats: Alertness, Weapon Focus (bite)
Environment: Warm forest and underground
Organization: Solitary, pair, or pack (3-12)
Challenge Rating: 2
Treasure: None
Alignment: Always neutral
Advancement:
Level Adjustment:

Thorns (Ex): With a successful trip attack, an attacking thorny inflicts an additional 1d4 points due to thorns.

TRAPPER
Huge Aberration
Hit Dice: 12d8+51 (105 hp)
Initiative: +5
Speed: 10 ft. (2 squares)
Armor Class: 19 (-2 size, +1 Dex, +10 natural), touch 9, flat-footed 19
Base Attack/Grapple: +9/+27
Attack: Buffet +17 melee (1d8+15)
Full Attack: Buffet +17 melee (1d8+15)
Space/Reach: 15 ft./15 ft.
Special Attacks: Smother
Special Qualities: Amorphous, damage reduction 10/slashing or piercing, darkvision 60 ft., cold and fire resistance 10
Saves: Fort +8, Ref +5, Will +10
Abilities: Str 30, Dex 12, Con 19, Int 14, Wis 15, Cha 14
Skills: Hide +11*, Listen +19, Move Silently +16, Spot +19
Feats: Alertness, Blind-Fight, Improved Initiative, Skill Focus (Hide), Toughness
Environment: Underground
Organization: Solitary
Challenge Rating: 7
Treasure: Standard
Alignment: Always neutral
Advancement: 13-22 HD (Huge); 23-36 HD (Gargantuan)
Level Adjustment:
The trapper is thought to be a distant relative of the lurker above (see that entry). Unlike its cousin, however, the trapper mimics
the floor of a building, dungeon, or other structure. By manipulating its body structure while covering the floor, it can form a box
that resembles a small trunk or chest.
Combat
Trappers wait until their prey is almost centered on their body (usually near the trunk or chest they form to lure prey in) before
they strike. A trapper attacks by folding and wrapping its body around its prey and smothering and squeezing until either it or its
opponent is dead.
Smother (Ex): A trapper can try to wrap a creature up to one size smaller than itself in its body as a standard action. The trapper
attempts a grapple that does not provoke an attack of opportunity. If it wins the grapple check, it establishes a hold and deals buffet
damage each round the hold is maintained. Additionally, the opponent must hold its breath or begin to suffocate. A grabbed
opponent can hold her breath for 2 rounds per point of Constitution. After this period of time, the character must make a DC 10
Constitution check in order to continue holding her breath. The save must be repeated each round, with the DC increasing by +1
for each previous success. When the character fails one of these Constitution checks, she begins to suffocate. In the first round,
she falls unconscious (0 hit points). In the following round, she drops to 1 hit points and is dying. In the third round, she
suffocates. Attacks that hit an engulfing trapper deal half their damage to the monster and half to the trapped victim.
Amorphous (Ex): Trappers have no clear front or back and therefore cannot be flanked. They are likewise immune to critical hits.
Skills: *Trappers have a +12 racial bonus on Hide checks when in areas of natural or worked stone.
Trapper from the Tome of Horrors, 2002, Necromancer Games, Inc.; Author Scott Greene, based on original material from Gary Gygax.

TRI-FLOWER FROND
Medium Plant
Hit Dice: 3d8+3 (16 hp)
Initiative: +0
Speed: 0 ft.

Armor Class: 12 (+2 natural), touch 10, flat-footed 12


Base Attack/Grapple: +1/+2
Attack: Tendril +2 melee (1d4+1 plus pollen)
Full Attack: 5 tendrils +2 melee (1d4+1 plus pollen)
Space/Reach: 5 ft./5 ft.
Special Attacks: Enzyme, tubules
Special Qualities: Plant, tremorsense 5 ft.
Saves: Fort +4, Ref +1, Will +2
Abilities: Str 13, Dex 11, Con 12, Int , Wis 12, Cha 2
Skills:
Feats:
Environment: Temperate and warm forests
Organization: Solitary, pair, or stand (3-10)
Challenge Rating: 2
Treasure: None
Alignment: Always neutral
Advancement: 4-7 HD (Medium), 8-12 HD (Large)
Level Adjustment:
The deep green stalks of this plant are topped by trumpet-shaped flowers of vivid orange, bright yellows, and intense red; other
color combinations are possible, but rare.
Combat
Each flower has its own function. The orange one shoots 5 pollen-covered tendrils, each 5 feet long; any creature struck must make
a successful Fortitude save or fall into a coma for 1d3 hours. The plant's sensitive rootlets tell the yellow blossom where to find the
slumbering victim; the yellow bloom bends over and shakes down a shower of sticky enzyme that causes 2d4 points of damage per
round until washed off (damage is reduced by 1 point per flask of water; complete immersion in water removes the sap in one
round). The red blossom extends tendrils into the helpless victim, draining body fluids at a rate of 1d6 points of damage per round.
Pollen (Ex): Creatures struck by the orange flowers tendrils must succeed at a DC 12 Fort save or fall into a comatose slumber.
Sleeping creatures must make another DC 12 Fortitude after one minute or sleep for 1d3 hours. The save DC is Constitutionbased.
Enzyme (Ex): After a victim falls unconscious, the plants tremorsense ability allows the yellow bloom to bend over and shake
down a shower of sticky enzyme that causes 2d4 points of damage per round until washed off (damage is reduced by 1 point per
flask of water; complete immersion in water removes the sap in one round).
Tubules (Ex): As the yellow blooms enzyme begins digesting the victim, the red blossom extends tendrils into the helpless
victim, draining body fluids at a rate of 1d6 points of damage per round, then sucking up the residual matter after the enzyme has
dissolved the victims body.

VAMPIRE ROSE
Small Plant
Hit Dice: 4d8+12 (30 hp)
Initiative: +0
Speed: 5 ft. (1 square)
Armor Class: 15 (+1 size, +4 natural), touch 11, flat-footed 15
Base Attack/Grapple: +3/+1
Attack: Stalk +6 melee (1d4+2)
Full Attack: Stalk +6 melee (1d4+2)
Space/Reach: 5 ft./10 ft.
Special Attacks: Improved grab, blood drain
Special Qualities: Plant, camouflage, blindsight 30 ft.
Saves: Fort +7, Ref +1, Will +2
Abilities: Str 14, Dex 10, Con 16, Int , Wis 13, Cha 8
Skills:
Feats:
Environment: Temperate and warm forest and underground
Organization: Solitary or patch (2-4)
Challenge Rating: 3
Treasure: None
Alignment: Always neutral
Advancement: 5-9 HD (Small), 10-12 HD (Medium)
Level Adjustment:

Blood Drain (Ex): A vampire rose can suck blood from a living victim with a successful grapple check. If it gets a hold, it drains
blood, inflicting 1d4 points of temporary Con damage each round the hold is maintained.
Camouflage (Ex): Since the vampire rose looks like a normal rose bush, it takes a successful DC 20 Spot, Survival, or
Knowledge (nature) check to notice it before it attacks.
Vampire Rose from the Tome of Horrors, 2002, Necromancer Games, Inc.; Author Scott Greene, based on original material from Tom Moldvay and Jean Wells.

VEGEPYGMY
Small Plant
Hit Dice: 1d8 (4 hp)
Initiative: +2
Speed: 30 ft. (6 squares)
Armor Class: 16 (+1 size, +2 Dex, +3 natural), touch 13, flat-footed 14
Base Attack/Grapple: +0/-4
Attack: Claw +1 melee (1d4); or spear +1 melee (1d6/x3), or spear +3 ranged (1d6/x3)
Full Attack: 2 claws +1 melee (1d4); or spear +1 melee (1d6/x3), or spear +3 ranged (1d6/x3)
Space/Reach: 5 ft./5 ft.
Special Attacks: Special Qualities: Plant, immunity to piercing weapons, immune to electricity, low-light vision
Saves: Fort +2, Ref +2, Will +0
Abilities: Str 11, Dex 14, Con 11, Int 6, Wis 10, Cha 10
Skills: Hide +7*, Listen +7, Move Silently +5, Spot +7
Feats: Alertness
Environment: Warm forest and underground
Organization: Gang (4-9), band (10-100, + chief)
Challenge Rating:
Treasure: Standard
Alignment: Always neutral
Advancement: 2-4 HD (Small), 5-6 HD (Medium)
Level Adjustment:
Skills: Vegepygmies receive a +4 racial bonus to Hide, Listen, Move Silently, and Spot checks. *They receive a +12 bonus to Hide
checks when in swampy or forested areas.
Vegepygmy from the Tome of Horrors, 2002, Necromancer Games, Inc.; Author Scott Greene, based on original material from Gary Gygax.

WEBBIRD
Tiny Magical Beast
Hit Dice: 1d10 (5 hp)
Initiative: +2
Speed: 10 ft. (2 squares), fly 40 ft. (average)
Armor Class: 14 (+2 size, +2 Dex), touch 12, flat-footed 12
Base Attack/Grapple: +1/-12
Attack: Stinger +5 melee (special)
Full Attack: Stinger +5 melee (special), bite +0 melee (1d2-5)
Space/Reach: 2 ft./0 ft.
Special Attacks: Web, implant
Special Qualities: Low-light vision, darkvision 60 ft.
Saves: Fort +2, Ref +4, Will +2
Abilities: Str 1, Dex 15, Con 10, Int 2, Wis 14, Cha 6
Skills: Listen +3, Spot +5
Feats: Weapon Finesse
Environment: Temperate and warm forests
Organization: Flock (3-36)
Challenge Rating: 1
Treasure: None

Alignment: Always neutral


Advancement:
Level Adjustment:
Web (Ex): Webbirds can throw a web eight times per day in a similar fashion to a net attack. The webs have a maximum range of
50 feet, with a range increment of 10 feet, and is effective against targets up to Medium size.
An entangled creature can escape the webs with a DC 10 Escape Artist check or a DC 14 Strength check.
Implant (Ex): As a standard action, a webbird can use its chest appendage to lay eggs inside a creature entangled in its web. If
successful, the young larvae emerge 1d4+2 x 10 minutes later, devouring the host from inside, and causing 1d6 points of
Constitution damage per round. A remove disease spell rids a victim of the eggs, as does a successful DC 20 Heal check by
someone with ranks in that skill. If the check fails, the healer can try again, but each attempt (successful or not) deals 1d4 points of
damage to the patient.

WOLF-IN-SHEEPS-CLOTHING
Medium Aberration
Hit Dice: 9d8+18 (58 hp)
Initiative: +4
Speed: 5 ft. (1 square)
Armor Class: 15 (+5 natural), touch 10, flat-footed 10
Base Attack/Grapple: +6/+9
Attack: Tentacle +9 melee (1d4+3)
Full Attack: 7 tentacles +9 melee (1d4+3), bite +4 melee (2d4+1)
Space/Reach: 5 ft./5 ft. (10 ft. with tentacles)
Special Attacks: Improved grab, constrict, rend (2d4+1)
Special Qualities: Lure-growth, all-around vision, darkvision 60 ft.
Saves: Fort +5, Ref +4, Will +8
Abilities: Str 17, Dex 10, Con 15, Int 6, Wis 14, Cha 8
Skills: Hide +6*, Listen +7, Spot +7
Feats: Alertness, Combat Reflexes, Improved Initiative, Lightning Reflexes
Environment: Any temperate land and underground
Organization: Solitary
Challenge Rating: 8
Treasure: None
Alignment: Always neutral
Advancement: 10-16 HD (Medium), 17-27 HD (Large)
Level Adjustment:
The wolf-in-sheeps-clothing is perhaps the single strangest monster sages have catalogued to date. It appears as a gray-brown tree
stump about 3-4 feet in diameter. Two 10-foot long eyestalks protrude from the creatures base. Each eyestalk is brownish-green
in color and is topped by a violet flower-like eye. Seven to ten root tentacles, black-brown in color, give the monster its means of
locomotion. Its mouth is located on its trunk-like body and appears to be nothing more than a deep scar, except when the creature
opens it. The mouth is lined with razor-sharp and jagged greenish-white teeth. Its strangest and perhaps deadliest characteristic is
its ability to sprout a growth on its top that resembles a small furry animal (such as a rabbit or squirrel). The wolf-in-sheepsclothing uses this ability to lure in its prey, when it strikes with deadly force and aim.
Combat
The wolf-in-sheeps-clothing uses its lure-growth ability to draw in prey. When a creature moves within 10 feet of the wolf in
sheeps clothing, it lashes out with a tentacle. If it hits, it drags the prey to its mouth and bites until the creature dies.
Improved Grab (Ex): To use this ability, the wolf-in-sheeps-clothing must hit a Large or smaller opponent with a slam attack. If
it gets a hold, it can constrict.
Constrict (Ex): A wolf-in-sheeps-clothing deals 1d4+3 points of damage with a successful grapple check. A single attack with a
slashing weapon that deals at least 10 points of damage severs a tentacle (AC 20). Severed tentacles grow back in 1d4 weeks.
Rend (Ex): A wolf-in-sheeps-clothing automatically hits a held opponent with its bite attack each round it maintains the hold.
Lure-Growth (Ex): This ability allows the wolf-in-sheeps-clothing to sprout a small furry animal that lures in its prey. A
creature viewing the growth can attempt a DC 16 Willpower save to detect the deception.
All-Around Vision (Ex): The wolf-in-sheeps-clothings 7-foot long eyestalks allow it to look in any direction, bestowing a +4
racial bonus to Search and Spot checks. A wolf-in-sheeps-clothing cannot be flanked.
Skills: *A wolf-in-sheeps-clothing receives a +8 racial bonus to Hide checks when in forested surroundings.
Wolf-in-Sheeps-Clothing from the Tome of Horrors, 2002, Necromancer Games, Inc.; Author Scott Greene, based on original material from Gary Gygax.

WORKER ROBOT
Large Construct
Hit Dice: 7d10+30 (68 hp)
Initiative: +0
Speed: 30 ft. (6 squares)
Armor Class: 15 (-1 size, +6 natural), touch 9, flat-footed 15
Base Attack/Grapple: +5/+17
Attack: Slam +12 melee (1d8+8)
Full Attack: 2 slams +12 melee (1d8+8)
Space/Reach: 10 ft./10 ft.
Special Attacks: Tractor/Repulsor beam (DC 17)
Special Qualities: Construct traits, darkvision 60 ft., cold and vacuum immunity, magic immunity, acid and fire resistance 10,
construct.
Saves: Fort +2, Ref +2, Will +2
Abilities: Str 27, Dex 11, Con , Int , Wis 10, Cha 10
Skills:
Feats:
Environment: Unique to the Barrier Peaks
Organization: Solitary or gang (3-6)
Challenge Rating: 6
Treasure: None
Alignment: Always neutral
Advancement: 8 HD (Large), 9-12 HD (Huge)
Level Adjustment:
Huge size worker robots have 2 extra cargo moving tentacles that they may use to make grapple attacks with (similar to a police
robot).
Tractor/Repulsor Beam (Ex): Worker robots are fitted with a heavy-duty version of the tractor beams built into police robots. It
functions the same way as a police robots does.
Immunity to Magic (Ex): A worker robot is only affected by spells or spell-like abilities that can affect objects. Androids are
susceptible to the heat metal spell.
Construct: Immune to all mind-effecting effects. Immune to poison, sleep effects, paralysis, stunning, disease, death effects, and
necromancy effects. Not subject to critical hits, stunning, energy drain or death from massive damage.

APPENDIX II: NEW WEAPONS AND EQUIPMENT


WEAPON DESCRIPTIONS
Note: All weapons and equipment found on the spaceship will be sized for Medium creatures only.
Futuristic Weapons
(Requires Exotic Weapon
Proficiency [Futuristic])

Laser pistol
Laser rifle
Laser drill*
Paralysis pistol
Blaster pistol
Blaster rifle
Firearms
(Requires Exotic Weapon
Proficiency [Firearms])

Grenade launcher
Fragmentation grenade

Dmg (M)

Critical

Range
Increment

Weight

3d6
3d8
3d12
See text
5d4
Varies4

x2
x2
x2

x2
x2

40 ft.
100 ft.
10 ft.
20 ft.
30 ft.
50 ft.

2 lb.
7 lb.
15 lb.
2 lb.
2 lb.
8 lb.

Dmg (M)

Critical

Range
Increment

Weight

Varies2
4d6

Varies2
x2

70 ft.
10 ft.

7 lb.
1 lb.

Type1
Fire
Fire
Fire
See text
Energy3
Energy3 or Fire
Type1
Varies2
Slashing

Sleep grenade
Incendiary grenade
Poison gas grenade
Needler pistol

See text
2d6
See text
1 + poison

x2

x2

10 ft.
10 ft.
10 ft.
30 ft.

2 lb.
2 lb.
2 lb.
4 lb.

See text
Fire
See text
Piercing

*This is an improvised weapon.


1 When two types are given, the weapon is both types if the entry specifies and, or either type (players choice at time of attack)
if the entry specifies or.
2 Damage, damage type and critical varies depending on the ammunition used.
3 This weapon deals damage of a nonspecific energy type that is not subject to energy resistance.
4 Damage varies depending on the setting used.
Laser Pistol: Rate of fire is equal to attackers number of attacks.
Laser Rifle: Rate of fire is equal to attackers number of attacks.
Laser Drill: This is an improvised weapon (-4 on attack rolls). Rate of fire: 1 shot/round.
Grenade Launcher: Damage by grenade, 70 ft. range increment (police robots can shoot 1 range increment maximum).
Fragmentation Grenade: This is a small explosive device that sprays shrapnel in all directions when it explodes. Anyone caught
in the blast radius can make a DC 15 Reflex save for half damage.
Incendiary Grenade: An incendiary grenade uses an explosive charge to distribute burning material across the burst radius.
Anyone caught in the blast radius can make a DC 15 Reflex save for half damage. Any target that takes full damage from an
incendiary grenade is dealt an additional 1d6 points of fire damage in the following round and risks catching on fire. In addition,
an incendiary grenade creates a cloud of smoke; all creatures within 5 feet of the explosion point have total concealment (attacks
suffer a 50% miss chance, and the attacker cant use sight to locate the target). The smoke disperses after 10 rounds, though a
moderate wind (11+ mph) disperses the smoke in 4 rounds and a strong wind (21+ mph) disperses it in 1 round.
Sleep grenade: On the round that it is thrown, a sleep gas grenade fills a 5-foot radius with a cloud of sleep gas. On the following
round, it fills a 10-foot radius, and on the third round it fills a 15-foot radius. It disperses after 10 rounds, though a moderate wind
(11+ mph) disperses the smoke in 4 rounds and a strong wind (21+ mph) disperses it in 1 round. A character caught in a cloud of
gas must make a DC 18 Fortitude save or take 1d3 primary Dexterity damage; secondary damage unconsciousness for 1d3 hours.
This effect lasts as long as the character is in the cloud and for 1d6 rounds after he or she leaves the cloud. Those who succeed at
their saves but remain in the cloud must continue to save each round. A gas mask renders the target immune to the effects.
Poison gas grenade: On the round that it is thrown, a poison gas grenade fills a 5-foot radius with a cloud of poison gas. On the
following round, it fills a 10-foot radius, and on the third round it fills a 15-foot radius. It disperses after 4 rounds, though a
moderate wind (11+ mph) disperses the smoke in 2 rounds and a strong wind (21+ mph) disperses it in 1 round. A character
caught in a cloud of gas must make a DC 16 Fortitude take 1d10 primary and secondary Constitution damage. A gas mask renders
the target immune to the effects.
Paralysis Pistol: Creatures hit by this weapon must immediately make a DC 15 Fortitude save or be subject to primary paralysis
and secondary paralysis for 1d4 rounds then slow (as the spell) for 1d4 rounds. A slowed creature struck by the paralysis ray is
paralyzed for 1d3 x 10 minutes if he fails his save.
Blaster Pistol: Rate of fire is equal to attackers number of attacks.
Blaster Rifle: Disruption beam: With a successful hit the target takes 5d6 points of damage and must succeed at a DC 15
Fortitude save vs. disruption or be reduced to ash (the target still takes damage with a successful save). This setting uses two
power disc charges per shot; Heat Beam: This setting produces a 5 ft. beam that inflicts 4d6 fire damage with a successful hit.
Additionally, the target must succeed at a DC 15 Fort save (+1 DC per previous attack) or take an additional 1d4 points non-lethal
damage and fatigue (DMG, p. 301); Flame Plane: With this setting, a jet of flame shoots from the rifle. The flame plane has a 1
range increment maximum range and inflicts 4d6 fire damage with a successful hit. The next round, the target must succeed at a
DC 15 Reflex save or the target catches on fire (DMG, p. 303); Rate of fire for all modes is 1 per round.
Needler Pistol: This pistol shoots poisoned metal needles at its target. Rate of fire = 1 shot/round.

ARMOR DESCRIPTIONS
Note: All armor found on the spaceship will be sized for Medium creatures only.
Futuristic Armor
(Requires Armor
Proficiency
[Futuristic])

Armor/Shield
Bonus

Maximum
Dex Bonus

Armor Check Arcane Spell


Penalty
Failure Chance

Powered Armor
Underwater
Swimming Gear

+10

+0

-6

+4

+4

-1

Speed
(30 ft./20 ft.)

Weight

60%

20 ft./15 ft.

40 lb.

20%

30 ft./20 ft.

20 lb.

Powered Armor: This armor is a self-contained suit providing immunity to vacuum and breathable air for eight hours. As long as
the suit is powered, the wearer can negate any armor check penalty for Jump checks. The suit has a force shield that provides DR
5/ and energy resistance 5 as long as the armor is functional (The armor has hardness 10; 40 hp. If the armor takes damage in
excess of 40 hit points, it will shut down until repaired). The wearer has the equivalent of 23 Strength while wearing the armor,
and anti-grav as the belt, except movement is restricted to 10 ft./round. Anti-grav will function for 6 minutes, or 3 if carrying
significant weight. For each round of operation, the anti-grav must recharge for one minute. When power is down to one minute,
the warning buzzer will sound. The armor has an integral laser pistol and internal sound actuators that provide a +5 equipment
bonus to Listen checks and infrared sensors that provide darkvision to 120 feet. The power supply in a suit of armor will last for
eight hours before the armor has to be recharged. Wt. 40 lbs. not added to characters total encumbrance while the armor is
functional.
Underwater Swimming Gear: The suit will enable a wearer to breathe for 90 minutes underwater, (Swim checks still apply in
regard to movement) after which a warning buzzer will tell the wearer that 30 minutes of breathing time remain before the suit
must be recharged. The back jets will propel a wearer through the water at a speed of 30 ft. with average maneuverability for a
total of six rounds (the jet does not have to be used all at one time). Wt. 20 lbs.

EQUIPMENT DESCRIPTIONS
Anti-Grav Belt: Allows the wearer to float up or down at 15 ft. per round. The belt has a 500 pound load limit. Power disc drain
is one charge per minute. Wt 5 lbs.
Portable Spotlight: The spotlight shines a 10 ft. beam of light that provides bright illumination to 60 ft., and shadowy illumination
to 120 feet. The light uses 1 power disc charge every 10 minutes of use. Wt. 2 lbs.
Plasteel: hardness 15, 40 hp/inch thickness; Break DC 80, Climb DC 25.
Gas Mask: The mask will protect the wearer from all noxious gases. A DC 10 Intelligence check is required to learn how to use
the item correctly before wearing it. Wt. 5 lbs.
Atmosphere Analyzer: The analyzer can detect radiation to 60 feet, gases to 40 feet, and mold/spores to 20 feet. Wt. 2 lbs.
Language Translator: The translator will translate the tongue of the loudest speaker within 60 feet. It requires one minute for
first analysis of a foreign language. It uses one power disk charge per minute of use. Wt 2 lbs.
Repair Robot Control Device: The device will summon any worker robot(s) within a 180-foot radius from the box. The robot
will arrive in 1d4 minutes if any are available. For each minute of operation, there is a cumulative 2% chance the internal power
source in the transmitter will drain. Wt. 1 lb.
Power Disc: It requires a move action to change a power disc in a device. Each disc holds a maximum of 6 charges. They cannot
be recharged. Wt. .
Wound Healing Canister: The spray from this canister will cure 2d12 hit points per application, as well as any diseases or
infections on a persons skin. It is useless against internal/systemic diseases. Each canister holds a maximum of six applications.
Wt 1 lb.
Fire Extinguisher: CO2 is released from the extinguisher in a 10 foot cone, causing 1d6 points of cold damage to all creatures in
range. A DC 20 Reflex save is permitted for half damage. If the extinguisher explodes it will inflict 2d6 points of cold damage to
all creatures within 10 feet (DC 20 Reflex save for half). Wt. 8 lb.
Hand Pump Spray Gun: If defoliant is sprayed from the nozzle, it causes 2d4 points of damage to all molds and creatures with
the plant type on a successful hit. The pump has a 15-foot range increment and a maximum range of 30 feet. Wt. 10 lb.
Ships Rations: The futuristic equivalent of trail rations. Use statistics for trail rations as presented in the PLAYERS HANDBOOK.

APPENDIX III: NEW FEATS


EXOTIC WEAPON PROFICIENCY (FIREARMS & FUTURISTIC) [GENERAL]
Choose a type of exotic weapon (Firearms or Futuristic). You understand how to use that type of exotic weapon in combat.
Benefit: You make attack rolls with the weapon normally.
Normal: A character who uses a weapon with which he or she is not proficient takes a 4 penalty on attack rolls.
Special: Unlike the normal Exotic Weapon Proficiency rules, each time you take this feat it applies to a group of weaponry
(futuristic or firearms) similar to Simple or Martial Weapon Proficiency. You can gain Exotic Weapon Proficiency multiple
times. Each time you take the feat, it applies to a new type of weapon.
ARMOR PROFICIENCY (FUTURISTIC) [GENERAL]
Benefit: When you wear a type of armor with which you are proficient, the armor check penalty for that armor applies only to
Balance, Climb, Escape Artist, Hide, Jump, Move Silently, Sleight of Hand, and Tumble checks.
Normal: A character who is wearing armor with which she is not proficient applies its armor check penalty to attack rolls and
to all skill checks that involve moving, including Ride.

DUNGEON MODULE S3: EXPEDITION TO THE BARRIER PEAKS, DUNGEONS & DRAGONS, D&D, ADVANCED DUNGEONS &
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