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The Elemental Crypt

General
This is the final adventure in a 5 part series. The module is set on Oerth 12
months to 18 months after the Greyhawk Wars have ended. When the Water
Temple is run (the 4th module) then it is recommended to start this adventure
within 1month game time after that modules' conclusion. The adventure is
designed for 4-6 characters between 12-15th levels. It is highly recommended
that all resource material provided in the previous 4 modules be read to
better understand the ramifications of this adventure.

Background
In the previous adventure (Water Temple), the characters should have found
3 shells that contained whale-skinned books inside with strange colored
runes on their pages. If the characters use a Comprehend Languages spell,
they will be able to read the books. They are instructions to the lesser cleric
in the Water temple on how to maintain the power of the Elder until the trap
could be sprung on the characters. It seems that the head Sahuagin Cleric
has gone off with Theleb to help in his new attempt to free the Elder from his
eternal bonds. This Water temple was to be sacrificed so that the new plan
could be undertaken. The only clues to where Thelebs keep is in 2 small
passages in the third book. It first reads as follows: Theleb is a creators
offspring (best translation) and a powerful lord. He is surrounded with
creatures like himself, creatures of death and destruction. His reign is in a
place where the ancients worshipped our lord. A place so vile, damp and bog
filled that creatures such as myself can exist there.
The second passage reads as follows: I must sacrifice this great place that
our people have guarded for so long, to the whims of our white haired
master. We leave for the foul, sunlight surface to join the others who fear the
light, in forcing our lords return. His way is now ours. Long live the Elder.
These passages give the following clues: Thelebs Keep is generally located
in a swamp & Theleb is a Drow Lich in a Keep that is stocked with Undead
and Clerics of the Elder. Thelebs Keep is actually located in the center of the
Rushmoors, which is inside the form of the Elders Holy symbol. As described
in the last adventure, the other 4 temples are strategically placed around
Oerth to form the Elders Holy symbol (a triangle with an inverted Y inside.)

This is the key to the power base that Theleb attempted to use to release the
Elder Elemental God from his eternal prison in the Deep Ethereal. Since the
characters were successful in stopping this plan from reaching fruition,
Theleb was forced to come up with an alternative plan to free the Elder. The
Overview section describes that plan and any key elements involved in its
execution.

History
The events below begin in a section of the underdark in the Hellfurnaces
around the Oerth calendar year 375. This is an important time in Oerth
history when Zagig Yragerne "The Mad Archmage" ruled Greyhawk City and
construction begun on what is now called Castle Greyhawk. Many wars had
already been fought across the Flanees and a partial stability of the
modern kingdoms had been formed. Unbeknownst to the powerful rulers and
mages of the time, the rebirth of a great time of evil was at hand. The
following section describes the history and rise to power of The Lich Theleb
and his plan to resurrect the ancient and forgotten cult of the Elder
Elemental God. A powerfully evil deity that once had a strong following on
Oerth until his followers were wiped from the land, sea and sky by the forces
of good and law.
Theleb, formerly called Lebeth Malagar, was once a Drow mage who served
his family well for many decades. He was third in line among the males in his
house and had a promising future to be mated with one of the young and
powerful priestesses of Lolth, Jewelinda (she was powerful enough to
challenge the matriarch for leadership). Lebeth was popular (feared
actually) by the other males of the house. He had a close friendship with
the Houses strongest male fighter, Clovis. These two men worked well
together because they complimented the ruthlessness of the other with
which they performed their duty. Both men were often paired together when
sent out on House business because of their uncanny abilities. Lebeth was
responsible (as far as a male can be given responsibility of course) for
protecting his future mate and specially selected family members on
dangerous but important House missions. The Matriarchs daughter,
Jewelinda, was charged with leading this group to escort caravans of goods,
supplies and magic items to and from the surface.
On one such trip, the party of Drow ran into a group of Githzerai (a Rrakkma
raiding party) and a group of Illithids (Mind Flairs) in a heated battle. Both
groups were suffering great losses in the battle but neither side was relenting
to the pressure. They fought with unbridled hatred for each other. Their goal

was unknown except to see their opponents' ultimate destruction. It seemed


that both the Illithids and Githzerai were attempting to stop the others ability
to gain entrance to a particular ancient tunnel in the underdark. So like all
good Drow, they waited to see which side was victorious and then stepped in
and killed the remaining weakened winners. After looting all the bodies, they
investigated what was so important to both groups. At the end of that
particular tunnel, the Drow party found an ancient construction of unfamiliar
design. (an abandoned Illithid Temple of the Elder Elemental God - see Fire
Temple for history). Jewelinda, seeking to unlock the mystery of this place
and gain more power for herself, decided to forgo her original caravan
mission (for a short time at least) and investigate this building. She sent
Lebeth along with 2 lesser priestesses of Lloth and 7 male fighters, including
Clovis, into the building first to deal with any traps blocking their way. After
the immediate threat was taken care of, Jewelinda and the rest of the female
Drow would enter the building.
After entering the ancient Temple dedicated to the Elder Elemental God, the
Drow party found many ancient traps (magical and physical) as well as
numerous Elemental creatures that hampered their way. While exploring the
inner depths of the building, the party stumbled upon the main temple. An
altar dedicated to the Elder Elemental God awoke from its centuries old
sleep and attacked the Drow. The altar killed everyone except for Lebeth and
Clovis who were able to escape the main shrine through a secret door before
the ceiling collapsed from magic being used in the ancient construction.
Unfortunately for Lebeth and Clovis, the entire building collapsed, trapping
them inside the ancient temple. The secret door led to a tunnel that went
deeper into the complex. This area of the temple was protected from
intrusion by magic so no spells would allow them to escape.
While looking for another way out, Lebeth and Clovis found a library with
numerous ancient texts of history, planar travel, Golem construction, magic,
etc. One of these volumes was a collection of the most Vile, Evil and Chaotic
writings that dealt with the Elder Elemental God. The power of this Tome is
so great that by merely reading a few lines, the reader is compelled to finish
the contents of the book, corrupting them forever and changing them into a
willing servant of the Elder and driving them insane. Once the Tome was
completed, Lebeth tricked Clovis into reading the Tome, corrupting him as
well. Both men went insane and roamed the ancient temple for many years
(about 5 years), feeding off funguses and bugs. After time the men gained
control of their senses and had one over-ridding goal on their minds, free
the Elder Elemental God from his eternal prison in the Deep Ethereal. With a
rare single mindedness (hardly seen in Chaotic creatures), the pair read

through all the tomes in this library, learning the dark secrets of the Elders
worship and clericy (as well as a way to escape the doomed temple they
were now trapped in). Once all the information was ingested, Lebeth and
Clovis removed all the Tomes and fled from the Temple. They decided to best
way to free the Elder was to become as strong as possible and attempt to
find the other temples described in the Tomes. Both men set out, first in the
underdark, then in the Flanees, and later to the Planes, to acquire as much
power and magic as they possibly could. For over a century, these insane
Drow men and their evil servants became the scourge of Oerth, causing
death and chaos wherever they went.
Over those 11 decades, Lebeth was able to unravel some of the secrets from
the Tomes found in the ancient Illithid temple during his moments of
insanity. (The only time the writings make sense.) One secret revealed to
him in the ancient Tomes was to sacrifice his own life force to the Elder, thus
making it possible to help free his master. After much research, Lebeth
designed a nefarious plan to turn himself into a Lich while changing Clovis
into a Skeleton Warrior. {NOTE: Since Lebeth was no longer under the
watchful eye of the Female Drow in the underdark, he would be able
to advance in level beyond those normally seen in Drow men.} This
plan would enable them to give power to their evil master and extend their
own lives to seek out a way to free the Elder. Part of the plan was to find and
secure the items required in becoming a Lich and Skeleton Warrior. During
the course of investigating the components required to make a potion of
Lichdom, Lebeth discovered an interesting relic of Oerth in his studies.
Lebeth and Clovis then spent the majority of their time looking for a
particular magical item that could help with their wicked plan, the Crown of
Blackmoor. This fabled relic had the ability to turn Lebeth into a Lich. All that
was required was to find the Crown and gather the other items on Oerth.
After a decade of numerous set backs and searching, both Drow men learned
that the Crown was no longer on Oerth. They needed to scour the Planes for
the Crown and the other truly unique items on their list.
Lebeth and Clovis spent the next 4 decades exploring and terrorizing the
Outer and Inner Planes, both becoming quite powerful (In ability and magical
prowess). During this time of Extraplanar adventures, both men
encountered all types of strange and deadly creatures in their quest for the
Crown. They were able to conscript the services of a few powerful Undead,
Tanarri, Yugoloth as well as an Alu-Fiend Wizard named Pandemonia.
Pandemonia (an Invocker) was found on the Plane of Pandamonium where
she was exiled from the Abyss for trying to spy on one Abyssal Lord for
another Lord. Now both Lords are seeking her, one for failing and the other

for making the attempt. Lebeth and Clovis offered her sanctuary and a
chance for revenge if she pledged herself for 100 years of service.
Pandemonia agreed to being released from Pandamonium and work as
Theleb's special agent of evil. With these powerful allies, Lebeth found the
Lich that wore the Crown of Blackmoor (the Lich was called The Dark Moor)
in the Negative Material Plane. A great battle ensued and most of Lebeths
allies were killed (except for Clovis, Pandemonia, a Death Knight and a
Tanarri, Glabrezu) but he prevailed. The Crown and numerous other powerful
items were now Lebeths to use in the Elders cause.
After returning to Oerth to find the 4 lost Elemental temples of the Elder,
Lebeth needed a base of operations to conduct his experiments to become a
Lich. With slave labor from the Dim Forrest, Lebeth forced a group of
humanoids to construct a Keep in the Rushmoors Swamp. An area that was
fairly deserted and that was secluded from the prying eyes of the casual
traveler. There were also numerous rumors of evil forces that roamed the
swamp. Also, in one of Theleb's texts, there was mention of an ancient cult of
the Elder that worshiped in this swamp before vanishing. These reasons
made it the perfect choice for a staging ground to implement their plan.
(Plus, it was darker than anywhere else on the surface was). After 10 years of
hard labor, the basic Keep was completed. Lebeth then needed to stock it
with guards, magical wards and traps. He killed half the humanoids and
forced the other half to serve him or suffer the same fate as the others. He
eventually killed the remaining slaves by using them in his experiments.
Lebeth then created an area of Planar openings in his Keep, (the 4th level)
that were a series of portals to the Inner Planes, where his and Cloviss lifeforces could be transferred and absorbed by the Elder. Once this
transformation was completed, Lebeth changed his name to Theleb, placed
his phylactery inside a 5 cubic foot block of solid jet black steel, and set it a
drift in the Negative Material Plane. After Theleb was born, he began a new
career as a Cleric of the Elder as well as a Mage. (Dual class) This was
required so he could complete the proper incantations and rituals needed in
the ceremonies to free the Elder. Then he set out to become a powerful Priest
and find the first of the four Elemental Temples dedicated to the Elder. (The
order of the temples played is the order in which they were found.)
It took Theleb over 20 years to find the first temple dedicated to the Elder
and become powerful enough to resurrect it with Clerical ability. After the
Earth Temple was found and reconsecrated with the power of the Elder,
Theleb spent a few years experimenting on captured humanoids and locals.
(His plans are outlined in the Earth module) When Theleb had completed his
foul research, he left Clovis and a group of transformed creatures to guard

the vulnerable shrine. Its location was close to a populated land and Theleb
still had three other temples to find and resurrect. By the time Theleb found
the remaining temples, all but the Water temple had fallen to a group of
powerful adventurers. Thelebs plan to join the 4 temples through an ancient
ritual that would have released the Elder could not be undertaken. So Theleb
concocted a new scheme that involved the use of his personal Keep to bring
forth the Elder. The details of that plan are detailed below in the module.

Overview
Since the other 4 Elemental Temples have been compromised, Theleb has
decided to try a new route to achieve his goal to free the Elder from his
eternal prison in the Deep Ethereal. In order to give his life force to the Elder
while becoming a Lich, Theleb opened some portals to the Inner Planes.
These portals will now serve as the means to release the power required to
break the barrier surrounding the Elders prison. Theleb has enlisted the help
of the remaining Clerics of the Elder that he found either in the Temples or
through other means. The following Clerics and creatures were brought to his
Keep: A Derro priest representing Earth and a Sahuagin Priest representing
Water that were never seen by the adventurers before. A Githzerai Priest
representing Air and an Illithid Priest representing Fire, the ones from the Air
and Fire Temples if they survived (others are provided if they were killed).
Any Githzerai fighters that survived are brought here as well.
Numerous Undead creatures guard the Keep from intruders while Theleb
prepares the special ritual required to free the Elder. These Undead creatures
included Vampires, Skeletons, Shadows, Spectres, Wraiths, Wights, and a
Death Knight, just to name a few. Theleb has also enlisted the assistance of a
few demons to protect his Keep. They serve for souls, magic items and
money.
Theleb realizes that all his Clerical help hate each other so much that they
will attack one another on sight. Actually, Theleb is counting on this. The
ritual required to free the Elder calls for great amounts of magic, particularly
Elemental Magic, to be used as well as unbridled chaos. Theleb has kept the
secret of what races the other clerics are from each cleric and plans to reveal
it when the ritual starts. He keeps the Clerics occupied (sequestered really)
in their own quarters and separated from each other. The Clerics are not
permitted to leave their quarters until the ritual starts. They spend their time
meditating, conserving their power and making sacrifices to the Elder in their
personal shrines.

Theleb also realizes that the adventurers that destroyed the other temples
will probably find this Keep as well. Hes banking on that too. With the added
Chaos of the Clerics attacking each other and the adventurers
simultaneously, this will cause a phenomenal upheaval that will help release
the Elder. To secure this point in the plan, Pandemonia has been sent to
watch the players and report on their progress. She is to wait until they enter
the Keep before she is to attacks them. If the players dont come, Theleb will
send a hit squad out to find and destroy them for daring to interfere with
his plan.

The Beginning
This adventure revolves around the characters commitment and depth of
involvement in the situation. They are required to do the research, make the
decisions as to what way to approach the adventure, and how best to solve
the mystery. The players set the pace for the adventure but the events of the
module will still take place in a particular order and time frame. The
characters are pressured to complete the adventure in a very timely fashion.
After the events of the Water temple, the characters should be a bit
suspicious about what occurred there. They were brought into an area that
was intentionally destroyed by followers of that temple. Some of those
followers escaped but most were killed. After a few questions are asked and
no good answers are provided, the following events will occur.
First, all the characters will get the feeling of being watched. This feeling
never goes away but it can change in severity depending on the particular
time of day. Chose a random time for each character that signifies that they
are being observed. Only magical items that thwart Scrying will counter
affect these symptoms.
Second, any characters that are Elementalists, Wild Mages or those that
worship a god closely related to the Elements, will begin to feel the effects of
the convergence. Make it a random illness, decrease or surge of power,
inability to cast certain Elemental spells, etc. These events should plague the
characters listed above and will occur at any time during the adventure. This
will hopefully remind the players that something dreadfully bad is about to
happen.
Third, chaotic weather patterns, hurricanes, seismic activity, tsunami,
dormant volcanic eruptions and the like should occur frequently and in
strange places. News of these events should be carried quickly around Oerth
and widespread panic begins. Anything that borders on a cataclysm should
be used to reinforce the severity of the situation.

Fourth, normally sane and lawful people will act chaotic, easy to enrage and
randomly lose particular senses. These events will cause normally civilized
areas to become plagued with lawlessness and terror. Areas that already are
chaotic will become quite insane and war will almost break out in certain
countries.
All these events can be isolated incidents or worldwide disasters if you so
choose. But the major concentration of events will take place within the
Oerth wide holy symbol of the Elder (see Water Temple for details),
particularly near the Rushmoors. This is a major clue as to where the nexus
of activity is located. Have the characters receive letters from powerful allies,
rumors in town taverns and personal visits from merchants or other
adventurers that corroborate these stories.
After a week of research, the characters will receive word about a strange
profit whom is preaching about the insanity of the world and how the end
is near. (Place the profit within 3 days travel of the characters by foot). Most
people would normally dismiss the man as a raving lunatic but he is a
powerful Cleric of Rao, named Pendaria the Serene. He is rather a special
Cleric because he is one of Prince Thrommels personal advisors. Pendaria
has become quite ill over the past three weeks and sporadically goes into
uncontrollable fits of rage, insanity and wildness. In his few moments of
peace, Pendaria describes strange dreams that deal with unnatural
creatures that follow a lost power and carry an Obsidian triangle. How a
great evil is about to be set free from a place so hidden away that it has
been forgotten over the millennia.
If the characters investigate these tales, they will find Pendaria the Serene
resting at a Temple of Rao. Pendaria is an older human male in his mid 50s
with white hair and a deeply defined face. He is being attended to by a
number of young clerics' (9), a few Paladins (3), an older Human Male in
vestments, a middle age Female Elf wearing Elven Chain and another older
Human Male in a robe. These people all react in awe of the characters when
they arrive at the Temple of Rao. The older man in vestments introduces
himself as Randolph Cook cleric of Rao and head of this particular church,
the other man is Crispan Langel and the Elven woman is Elessia Ashenroot
(both are advisors to the Prince). The later two are both close friends who
have served with Pendaria over the years (Elessia for only the last few years
during the Greyhawk Wars) and act as his guardians while he is in his current
state (at the request of the Prince). Crispan asks if the characters know
Pendaria or have ever met him before. When they answer no, he will take
them to see Pendaria to see what reaction it will produce. Pendaria fell into
this state after locking himself in his chambers to mediate and pray to Rao.
He was found 3 days later on a road to Mitrick screaming and running around
like a mad man. No one knows how he got there or what caused his current
condition. (NOTE: He was actually communing with Rao and then cast a few
spells. He explored the Deep Ethereal Plane for some hidden evil Rao warned
him about. He found the evil and it destroyed his mind. He then returned to
Oerth and wandered around aimlessly ranting and raving insanely.)

His current state is unexplainable but the other clerics believe this is a sign
from Rao warning of some great unknown danger, perhaps the return of
Igwilliv to Oerth from her Abyssal prison. While the characters are in the
room, Pendaria will awake and begin to speak in strange riddles. He will talk
about a crimson mist that swirls around for eternity. He talks about a
creature of great evil that is about to be reborn to Oerth. He will yell at least
two of the characters' names that have gone on the previous temple
adventures as well as Voltik and Theleb. After he rants and raves for a few
minutes, only partially making sense, he yells about crystal statues of
underdark creatures surrounding a masked wall of death (reference to room
#39). He makes one last comment about a message hidden within a creature
from the infinite Plane of evil, in a Tome, before falling back into a coma.
(NOTE: No spells like Heal, Restoration or other such magics will help
Pendaria. He is completely beyond the help of mortal magic. Only stopping
Thelebs plans will counteract the evil spell placed upon Pendaria. Also, the
Prince ordered that Crispan and Elessia find the cause of Pendarias
mysterious illness. His visions have caused great concern to the Prince and
his advisors because of the implicated possible return of Igwilliv by the
Clerics of Rao. They are to investigate this and report back to the Prince.)
By this point the characters should get the picture that they are involved in
whatever is effecting Pendaria. Crispan and Elessia both explain that
Pendaria continues to get worse and no magic has been able to cure him of
this insanity. During certain times of sanity, Pendaria was able to draw a
few pictures and write a few coherent sentences. One of the pictures is a
rough drawing of a dark tower made of black bones surrounded by water.
The dark tower is topped with a series of tentacles and is surrounded by
dead creatures and moving bones. The entrance to the tower is a huge skull
with an open mouth. Another picture is of the Elders Holy Symbol in the
hand of a rotting corpse. And 3 pictures are crude portraits of characters in
the room who went on the previous adventures (or however many are
present). The remaining pictures are nothing but scribble with no meaning.
Randolph, Crispan and Elessia all volunteer to accompany the party on their
quest. They figure that these characters hold the key to helping their friend
and solving the mystery of these strange dreams.
To further illustrate this point, Pandemonia will appear with a Fire Elemental
at the Temple of Rao and attempt to destroy it. She calls out Pendaria's name
and screams that she is the hand of death come to those that meddle in
matters best left unknown.
AC 2
THAC0 5
+2 or better weapons to hit

Damage 3-24

HP (16HD) 100
XP - 6,000 total
DM NOTE: This encounter with Pandemonia is only meant to set off alarms
in the characters' heads. She will leave rather quickly after seeing the

characters are involved but allow the Fire Elemental to go crazy. If the
characters need an extra NPC in the party, take along Randolph. If they have
a lot of characters only take Crispan and Elessia and change the above
scenario to match. The message mentioned by Pendaria can be found in
Thelebs Diary (the one found in the Earth Temple). The characters find a
crude drawing of a Balor and a poor, inaccurate description of the creature
under the picture. (The contents of the page are actually a Secret Page which
contain a crude map of the Rushmoors, an exterior drawing of the Keep
{similar to the picture drawn by Pendaria} and a secret entry about the
Keep). The reference is written in Drow and reads as such: At Last, my Keep
is finally completed and my transformation into this new form was a success.
The transfer of power worked and now I realize what I must do to free my
Master. Now I just wait to regain my strength, tucked away in this hidden
sanctuary below the black void, eager to complete my quest. The Keep is in
perfect chaos and is well hidden from the prying eyes of mortals. The
conditions of this swamp have taken their toll on the Dim slaves and most
paid with their miserable lives. But their deaths havent stopped their
usefulness to my plans. The survivors will serve me (either in this form or
another), like their brethren, and pay for their incompetent mistakes and
sluggish work. Now, with the Keeps portals active and defenders in-place,
the burden of finding the 4 Lost Elemental Temples and remaining Clerics
has fallen onto Cloviss and my shoulders. I have partially unraveled the
mysteries of the Tomes but have yet to find any substantial reference to the
ancient Temples. Fortunately, Time is a luxury that I still have. I know that
my plan to join the 4 Elements together will succeed and my Master will take
his rightful place as destroyer of all.
Once the characters find these clues, start the adventure immediately and
make sure that the pace of the action is quite fast. Give them no breathing
room and dont allow them to rest for too long. This will create a high-tension
game that will throw the characters into the deep end.
NOTE: Elessia is actually a Greater Eladrin, Ghaele named Angelic
Lightstorm. Her mission is to protect the Prime for any overwhelming evil
disturbances that will have severe repercussions. She came to Oerth over 40
years after Lebeth and Clovis returned from the Outer Planes. She had
learned of their campaign of terror and chaos on Arborea (particularly about
the Crown of Blackmoor) and followed the trail to Oerth. This was around the
time Iuz the Old was released from the Greyhawk Ruins. Angelic lost the pair
of evil creatures for a while because they went underground and the
Greyhawk Wars were about to start. She was split between finding Lebeth
and helping the mortals of Oerth. Angelic decided to aid the mortals against
Iuz.
She got involved in the War to some degree by offering her counsel to
several good nations including Furyondy, Veluna and the free city of Highfolk.
Angelic has disguised herself to look like a Female Elven Fighter from the
Vesve Forrest so she can better move around and help Oerth mortals from
great danger. While in the service of these good nations after the war,
Angelic found Lebeths trail once again when the Air Temple was

reconsecrated. The magic ripples that were generated from that event sent
intraplanar waves that creatures attuned to the Outer Planes felt. After some
research, Angelic discovered the source of the disturbance and investigated
the site. But so did some of the Tanar'ri that roamed Oerth in Iuzs name. The
Tanar'ri quickly lost interest when they found an empty mountain. Angelic
pursued the matter and learned of the plot to free the Elder when she
approached the Lammasu tribe and spoke to their leader, Rakor. Lebeths
trail had been picked up again and now he was stronger than ever, having
already become Theleb the Lich. If Theleb was now a Lich and 4 Temples
were activated, then no one on Oerth (or the multiverse) would be safe
unless she acted quickly.
When she returned to Chendel, Pendaria had already succumb to his current
illness. Angelic used her many Extraplanar resources and discovered some
of the missing pieces to this puzzle. She knew that news of this event would
spread soon and the people that destroyed the Air temple would follow the
trail to Pendaria. So, she manipulated the circumstances and got herself
the position of watching over Pendaria. Now she just waits for the characters
to arrive and go along to help assist them in destroying Theleb.
DM NOTE: Before starting the adventure, all characters should make
twenty, 20 sided dice rolls. These rolls should be written down and no
bonuses (either magical or natural) should be added into the numbers.
Throughout the adventure there will be times that the characters will
encounter effects of the temple that they are not aware of. The only time
they should be made aware is when the effect has already occurred. In the
different random encounter and room descriptions, there will be a note to
use one of these secret rolls. You can roll randomly to see which number you
will use or any other system of picking which number, it doesnt matter how,
just that the roll is unknown to the player. If the character fails the check for
the effect in the room, they fall under its influence for the time allotted in the
description. This will add surprise and mystery to the adventure because the
players will have no warning of what is to come until it is upon them.

Random Encounters
As the characters prepare to enter the swamp they notice that great storm
clouds hang above them. Rain, Lightning and Thunder are imminent and the
wind blows at dangerous speeds. This weather will continue throughout the
partys travels in the Rushmoors, varying only in intensity from one day to
the next. Consult the following table for weather patterns.
Roll randomly for these effects which will change every 1d12 hours.
1Down pour, high winds, lightning, thunder and poor visibility.
2Light rain, dense fog, low to little wind, humid and no visibility.
3No rain, no winds, humid, light fog and moderate visibility.
4Light rains, light fog, moderate cold winds, thunder and moderate
visibility.
5Down pour, no winds, low visibility and cold temperature.

6-

No rain, high winds, cold and moderate visibility.

With the present weather conditions, it will take 4 days to reach Thelebs
Keep at the heart of the swamp. During this time, the party will encounter
many of the dangers and traps set by Theleb in the swamp. You can create
any such dangers above and beyond what is listed below.
Encounter #1- This scenario takes place on the edge of the Rushmoors. As
the characters enter the swamp, they find a large, dry area that has been
burned. The trees are scorched and the ground is blackened from a very
intense fire. As the party investigates the area a Gibbering Mouther will
attack the party. It will turn the ground into quicksand, begin Gibbering, spit
and then attack any creatures that are trapped in the quicksand.

AC 1

THAC0 13

Damage 1-4 + 1 per mouth x 6

Gibbering causes Confusion (save vs. spell), Spit bursts into light that blinds
for 1d3 rounds (save vs. petrification), Bite attack made at 2 or better than
needed extra point of damage, 3 or more mouths hit character makes a
dexterity check or falls to the ground and 12 mouths attack.
HP (8HD)

55

XP 2,000 total
Encounter #2- This scenario takes place on the first evening in the swamp.
A pack of 12 Vampiric Wolves are stalking the party. As they set camp for the
evening, the pack will attack and try to drink as much blood as they can
before fleeing into the night.
AC 2
THAC0 13
Damage 3-12
+1 magical or silver weapon to hit, +2 on initiative, Immune to Sleep,
Charm, Hold or paralysis-based attacks, Bite returns equal hit points done to
victim back to wolf, -4 to hit arm or leg (called shot), save vs. paralyzation or
fall to ground while standing, strength check to break grasping bite.
HP (6+4HD)
36
48
41

40

45
42
35
46

38
44
43
52

XP 2,000 each = 24,000 total


Encounter #3- This scenario takes place on the second day in the swamp.
As the party travels through a particularly deep section of the swamp a
group of 3 Shambling Mounds will rise out of the water and attack the group.
Everyone should get a 3 to their surprise roll in this encounter.
AC 0

THAC0 5

Damage 2-20 / 2-20

Immune to blunt weapons and fire damage, half damage from piercing and
slashing weapons and half or no damage from cold attacks, Lightning attacks
add to HD and creatures size, creature suffocates in 2d4 rounds from slime
around monster.
HP (15HD) 85
100

90

XP 13,000 each = 39,000 total


Encounter #4- This scenario takes place on the evening of the second day
in the swamp. During the evening watches, 3 glowing balls of colored light
will visit the characters. The 3 Will o Wisps will fly through the camp and
attempt to lead the party to an area of quicksand where the wisps can feed
off their death struggles. The quicksand will engulf a light character (human
or elf with no armor) in 6 rounds, a heavy character (dwarf in no armor or
character in magical armor) in 4 rounds and any non-magically armored
character in 2 rounds.
AC 8
THAC0 11
Damage 2-16 electrical charge
Immune to all spells except for Protection from Evil, Magic Missile and Maze
HP (9HD)

60
58

66

XP 3,000 each = 9,000 total


Encounter #5- This scenario takes place near dusk on the third day in the
swamp. As the party travels through the swamp they catch site of a small
creature flying in the air. The creature circles the group and then flies into
the interior of the swamp. Give the characters a 3 to a perception check to
see if they notice the creature, a Homunculus. The creature is over 300 feet
away from the party and flees quickly. The characters can follow where it
leads, Thelebs Keep.
AC 6

THAC0 19

HP (2HD)

16

Damage 1-3 (Bite)

XP 270 total
Encounter #6- This scenario takes place on the evening of the third day in
the swamp. As the party rests for the night, a group of 15 Wights will enter
the camp and attack the party from all sides. The Wights are either a
Bugbear, Gnoll or Goblin that has been transformed.
AC 5
THAC0 15
Damage 1-4 / Energy Drain 1 Level
+1 magical or silver weapons to hit, Immune to Sleep, Charm, Hold or coldbased attacks as well as poisons and paralyzation attacks.

HP (4+3HD)
22
23
29
27

25

26
24
25
23
22

32
28
30
25
20

XP 1,400 each = 21,000 total

The Keep Exterior


As the characters approach the middle of the 4th day, they will see a large
cloud of fog blocking their path. (Regardless of what the random weather
conditions are like outside the fog, the fog cloud doesnt move. The air is
stagnant and humid within the cloud and the smell of death is pervasive.) In
the center of this cloud (about 2 miles away from their present location) the
characters can barely see a structure sticking out of the swamp. As they
enter the fog, visibility is reduced to about 5 feet and only smell and sound
can guide the characters. As they travel through the fog and get within 300
feet of the Keep, the fog clears somewhat (20 feet visibility) and the
characters see a disturbing site. The area surrounding the large black
structure (which is just within sight because of its contrast to the fog) is a
bog filled area with piles of dead creatures erratically laid on the ground,
broken tools and the numerous insects that thrive on the corpses. Most of
the bodies are in an extreme state of decay but a few look fresh. The stench
of death is so great that all the characters must make a constitution check at
2 to see if they vomit. All attack's, saves and dexterity checks suffer a 2
penalty from the illness for those that fail the save.
Around the black structure the characters see about 13 buildings of varying
sizes but all of which are in a great state of disrepair. These are the barracks,
kitchens and supply houses that were used by the slaves during the Keep's
construction. All are abandoned and filled with swamp water, bones and
small creatures.
As the characters investigate the area, a group of 50 Undead creatures will
attack the party from all sides. The group consists of the following creatures:
3 Sons of Kyuss, 10 Ju-Ju Zombies (carrying long swords and light crossbows
with 10 arrows each), 27 Skeleton Monsters (mainly Bugbears with twohanded swords), 7 Ghasts (magical experiments gone bad which look like
Orcs) and 3 Ker Ghosts (pg. 61 Vol. 2, the Ker will attack the characters in
Pendarias drawings. These creatures have stalked them since they entered
the swamp and waited until now to attack.) All of these creatures will attack
until destroyed.
AC 6 (Skeleton Monster)
THAC0 14
Damage 3-18 (Two-handed
sword)
Immune to Sleep, Hold, Death Magic and Charm spells, poisons and coldbased spells, Half damage from edged and piercing weapons, full damage
from blunt weapons and fire spells.

HP (6HD)

40
37
34
44
30
36
45
26
38

35
28
31
40
41
32
27
33
22

33
25
26
37
26
29
30
32
29

AC 6 (Ju-Ju)
THAC0 15
Damage 3-12 (Fists) / 1-10 (Long
Sword) / 1-8 (Light Crossbow), +1 or better weapon to hit, Immune to Sleep,
Hold, Death Magic, Charm, Illusions, Electricity and Magic Missile spells,
poisons and cold-based spells, Half damage blunt weapons and fire spells,
full damage from edged and piercing weapons.
HP (3+12HD)
26
22
36

24

30

28

27
20

33
25

AC 4 (Ghast)
THAC0 17
Damage 1-4 / 1-4 / 1-8
Immune to Sleep, Hold, Death Magic and Charm spells, poisons and coldbased spells, Save vs. poison within 10 feet or vomit attack at 2 penalty,
Save vs. Paralyzation when hit with claws or bite or be paralyzed for 5-10
rounds.
HP (4HD)

18
22
30

20
27

25
26

AC 10 (Kyuss)
THAC0 17
Damage 1-8
Fear within 30 feet save vs. spell or flee, regenerate 2 hit points per round
except for fire, lightning, acid and holy water, 25% chance to get Mummy
Rot disease with each hit, 1 worm will attack each round (use Kyuss THAC0)
to kill character and create a new Kyuss.
HP (4HD)

30

27

25

AC 1 (Ker)
THAC0 11
Damage 1-8 x 3 (Whip)
Immune to Sleep, Hold, Death Magic and Charm spells, poisons and coldbased spells, Half damage from electrical attacks, +1 or better weapon to
hit, each hit from the whip does a different thing on top of physical damage
first hit Bad Luck save vs. petrification or suffer 1 to 4 on attack and saves,
second hit Aging save vs. death magic or age 10d4 years, and third hit
Disease save vs. spell or have Mummy Rot.
HP (9+9HD)
63

69

75

XP 650 each (Monster) + 975 (Ju-Ju) + 650 each (Ghast) + 1,400 each
(Kyuss) + 7,000 each (Ker) = 55,800 total
When the characters defeat the undead guards and approach within 100 feet
of the tower they can get a better view of the structure. The fog has cleared
out and is very thin at this distance. The Keep itself is over 200 feet high and
300 feet wide at its base. It is a large black building covered with the ancient
bones of many kinds of creatures. Large runes can be seen that are
engraved into the walls and bones of the structure. They detect as magical.
The top of the structure is capped with numerous gargoyles and stone
tentacles growing out of the roof. These tentacles run down the entire length
of the Keep and flail out in all directions. There is only one visible entrance
into the Keep, which is a large monstrous skull carved out of black stone. The
skull is 30 feet high and 15 feet wide with 4 long fangs (10 feet each) and
numerous sharp teeth. As the characters attempt to enter the skull
entrance they will set off the traps that protect the entrance. These traps can
be detected for through either magic or physical investigation (at least the
normal traps).
{DM NOTE: And forth, this Keep is protected from magical intrusion by
ancient enchantments as well as from iron being built into the walls, floors
and ceilings. This Keep is unable to be entered through any of the following
spells: Dimension Door, Teleport, Teleport without Error, Passwall, Word of
Recall, Etherealness, Gaseous Form or any other spell. All characters must
enter through the front door. The characters can use these spells once within
the Keep but only on a particular level, not to move between levels or enter
and exit the Keep.}
The first trap is a physical one that shuts the mouth of the skull, impaling the
characters on the numerous teeth. The character is hit by 1d6 + 1 teeth,
each doing 1-8 points of damage. There is a 15% chance of being hit by one
of the 4 long fangs (only one can hit a character). These longer fangs will
cause 2d8 points of damage and the character must make a save vs. poison
or die. The 4 fangs are covered in Drow death poison that can be seen if
looked for on the fangs. This trap can be deactivated if the proper step
stones are located and dealt with.
The second trap is magical. The 6 tentacles nearest the skull entrance will
animate and attempt to push the characters in front of the mouth. A
successful attack roll for the tentacle (AC 0, THACO 10, HP 25) means that
the character is caught by the tentacle and is being pushed towards the
mouth. Only a successful strength check (with a 4 penalty due to the
terrain) can halt the movement of the character.
The third trap is also magical in nature. 1d3 rounds after the tentacles
animate a strange sound will be heard from within the skulls mouth. The
sound is similar to an old man taking a deep breath. On the next round a
cloud of blackness (40 feet long, 30 feet wide and 20 feet high) will emerge
from deep within the skull and shoot forth. This cloud has the exact effects to

that of a Shadow Dragons breath weapon. All characters caught in the


blackness must make a save vs. breath weapons or lose three quarters of
their levels and if they make the save they only lose half of their levels. For
every Hit Dice the character loses, that is how many turns it will take for
them to regain their lost levels. Levels are gained back each turn until all
levels are restored. The second and third traps cannot be avoided easily.
They are set off whenever a living creature of hafling size or large that is not
protected by a special necklace of the Elder crosses the threshold of the
entrance. Once the breath weapon is used the tentacles reform back against
the keep and the breath takes 1d20 rounds to reset the trap. The mouth does
not open unless forced and requires a combined strength of 40 to open it.

The Keep Interior


Once beyond the mouth there is a short 20 feet long, 10 feet wide, 15 feet
high hallway that leads to a set of large rusted iron double doors. The doors
are engraved with a set of Shadow Dragon skulls on each one and they are
locked with a bar and mechanical lock. As the characters approach the doors,
a set of dry and decayed lips appear in front of the doors and begin to speak.
(Magic Mouth spell) The message is in common and is spoken as follows:
The end of your world lies within, he who enters will die by thy own hands.
DM NOTE: There are no light sources to be found in the Keep. All light
brought in (either normal or magical) will only shine at half the intensity level
that it would normally produce. Unless stated otherwise, all ceilings are 20
feet high. The Keep is cold enough inside that the breaths of the characters
can be seen and yet the smell of death is still strong. The dimensions of the
interior rooms will not add up to the outside dimensions. The chaotic magic
employed in the construction of this Keep has warped the internal
dimensions so it is larger on the inside than out. The chaotic nature of this
Keep will also cause numerous problems for the characters.
First, the influx of Negative energy in this Keep (level 1) causes all magic cast
here to react as if on the Negative Material Plane (consult the PlaneScape
box-set for further details).
Second, the emotions of the characters will be very high strung and battles
will take a lot out of them. At the end of each battle, all characters that were
in melee will be required to make a Wisdom check with a 1 penalty. If they
fail the wisdom check the affected character will desire to continue the
fighting, even with party members. If the wisdom check is made, they will
cease the fight when the enemy is defeated. A save may be made each
round after the enemy is defeated to come out of the battle rage. All
fighting is to the death and no character will have a desire to not destroy
their enemy, regardless of personal beliefs. Once in combat, it is always to
the death.
Third, all the senses are enhanced in this Keep (all levels). Sounds are louder,
smells are stronger and sights are more disturbing. These enhancements will

effect the characters with a 1 penalty to their saves related to all spells that
deal with the senses. A few examples are Stinking Cloud, Color Spray,
Blindness and Shout just to name a few.

1st Level
Room #1- As the characters enter into the Keep, they find themselves in an
oval shaped room 75 ft x 120 ft and has a 30 feet high ceiling (actually 50
feet, Illusionary Wall). The walls of this chamber are made of a strange black
stone that absorbs half the light intensity from any source, either natural or
magical. These black walls are covered with chaotic engravings (written in
numerous languages) and pictures of the evil deeds performed by Theleb
and his evil band on the Outer and Inner Planes. In the center of the room,
there is a large statue of a cloaked figure (15 feet high) pointing a bonny arm
and finger back towards the door. Around the room there are 9 black marble
coffins that are all closed and appear to have a plaque on them (written in
Common). Each plaque has their own particular phrase on them.
(NOTE: Each coffin covers a secret passage that leads to a tunnel. These
coffins require a combined strength of 40 move. They swing towards the
statue to reveal a pitch-black tunnel. A strong stench of rotting corpses
permeates from all the tunnels except for tunnel A. If the characters try to
open the coffins, they will find nothing inside them.)
A - A Venerable Death, B A Guarded Death, C A Servants Death, D
A Terrifying Death, E A Dual Death, F A Chilling Death, G A Cryptic
Death, H A Screaming Death, I An Undeath.
As the party investigates the chamber, they will also notice a plaque on the
base of the statue. The plaque reads, in Common: You are a shadow of your
former self. Once the plaque is read aloud, the statue will begin to rapidly
turn on its base. This will continue for 1 round and the statue will stop,
pointing at the E coffin which will begin to glow. At this point, all the coffins
will open and a Shadeling (Vol. 1) will appear from each one and move
towards the party. These creatures will try and take over the shadows of the
characters and transform themselves into that character so they can attack
them. While that is going on, the Undead Beholder will float down out of the
ceiling (which is an Illusionary Wall) and attack the party as well. If the party
doesnt read the plaque on the base of the statue, the Undead Beholder will
just attack them when they reach the center of the room.
AC 0 / Duplicated forms THAC0 Duplicated Forms
Damage Duplicated
Forms
Light and Darkness spells have a 5% chance per level of the caster to
destroy creature, Cannot be turned, Dispel Evil and Protection from Evil work
normally, Shadow Walk and Sunray destroy immediately.
HP (Variable)

AC 0 / 2 / 7 (Beholder)
THAC0 5
Damage 2-8
Lost the following abilities: Sleep, Slow and Charm Person and Monster,
Immune to Sleep, Hold and Charm spells, make saves as a 16th level warrior.
HP (16HD) 80
XP 1,400 each (Shadeling) + 13,000 (Beholder) = 25,600 total
Tunnel A- This 10 feet wide tunnel behind the A coffin leads for quite some
time before entering a room. The east-west hallway is 150 feet and the
north-south hallway is 350 feet long. The walls of the hallways are adorned
with strange images of elemental, undead and humanoid creatures. Strange
runes and writings in common are also engraved into the walls. Some of the
sayings read as follows: Sticks and stones will break your bones but my
words will truly kill you, What goes down must come up, Death is but a
few steps away, Embrace the darkness, only through the negative can
riches be gained, Look before you leap or death will kiss you gently upon
the lips, Your souls will be consumed by the Elder, Only fools venture
where the undead travel, Step blindly into the void and you will find your
soul's fortune." These are just a few examples of the writings. They also give
clues to the characters if they pay attention to what theyve read. You can
make up any more of these sayings that would add flavor to your campaign.
Tunnel D- This tunnel is over 300 feet in length and leads to a trap. The
walls of the tunnel are covered in drawings of creatures experiencing great
fear. They are running, screaming or standing terrified at some unseen terror.
At the halfway point in the tunnel there is a pit trap that drops 15 feet into 20
feet of swamp water. In the water there are numerous bones floating on the
surface as well as 10 Giant Leech's that will attack anything that moves. The
walls of the pit trap are slick with slime and are at an angle away from the
top opening making it impossible to climb up. The base width of the pit is 20
feet at "water" level and 15 feet at floor level.
AC 0
THAC0 17
Damage 4 points per round
1% chance to realize character is under attack, 50% chance to cause disease
that is fatal in 1d4 + 1 weeks.
HP (4HD)

20
22
16
17

18
24
21

26
19
28

XP - 270 each = 2,700 total


At the end of the tunnel there is a closed door. The door opens easily and a
large flash of light explodes in the hallway. All characters within 30 feet of

the door are under the effects of the 4th level mage spell Phantasmal Killer.
There is nothing beyond the door; its a dead end.
Tunnel E- This tunnel is over 300 feet in the western direction and 175 feet
in the eastern direction. The walls of this tunnel are covered with disturbing
images of undead creatures floating in a sea of nothingness (The Astral
Plane). Down the western corridor the characters will encounter a number of
traps. The first trap is a large block of stone that (15 ft long, 7 ft wide and 5 ft
high) will fall down causing 3-30 points of impact damage. Characters near
the end of the party get a save vs. dexterity to see if they are hit. The second
trap is a trip wire on the ground in the tunnel. If the party trips it, a wall of
spikes will swing down and impale the front of the party. There are 20 spikes
on the wall, each doing 1d8 points of damage. (NOTE: 1d6 spikes can hit
Each man-sized character. Roll randomly to see how many they are hit by
and how much damage each does.) At the end of the hallway there is a small
20 feet x 20 feet alcove that contains a painting (8 feet tall x 5 feet wide) of
2 Demons (Yugoloth, Mezzoloth) looking towards the characters in a
menacing pose holding a spear. Any character that gets within 10 feet of the
painting must make a save vs. spell or be transported into the picture. The
remaining characters in the alcove will see the victim in the painting. The
victim is standing between the two demons, which are now holding their
weapons toward the victim. Each character that fails their save must fight
their own demons; everyone gets two demons to fight. If the character
destroys the Mezzoloth's before dying, they are set free and gain the
experience. If the character is killed they are set free, are still dead and gain
no experience. A character can only be transported into the picture once per
day.
AC -1
Thaco - 11
Damage - 1-6 + 6 / 1-6 +6 / 1-12 + 7 (Spear)
+2 or better weapons, Magic Resistance - 50%, Innate abilities Alter Self,
Animate Dead, Cause Disease, Charm Person, Improved Phantasmal Force,
Produce Flame, Teleport without Error, 10th Level Ability Burning Hands,
Cause Serious Wounds, Cloudkill (once per day), Darkness 15 radius, Detect
Invisibility (always active), Detect Magic, Dispel Magic (twice per day), Flame
Strike (once per day), Hold Person, Mirror Image, Sleep, Trip
HP - 63

63

XP - 21,000 each = 42,000 total


Down the eastern tunnel there are runes and words etched chaotically into
the walls. Any character looking at the walls for more than 2 rounds must
make a save vs. spell or be under the effects of a Mindshatter spell until
healed. There is a 30 feet section of hallway that is trapped to shoot poison
darts at the characters. Once they enter the area and step on the trip stones,
they will be shot at by 1d8 darts. Treat the darts as magical in nature and
THACO 12 for purposes of hits. Any hits by a dart cause 1d2 points of
damage and require a save vs. poison or die. At the end of the hallway there
is a closed door with a Mirror of Simple Order on the far side. There is
nothing behind the mirror.

Tunnel I- (NOTE: the Head Mind Flair transported This trap from the Fire
temple to this Keep. If either the trap was already used or if the Mind Flair
died then this room is empty except for a Crystal Ball mounted into a
pedestal (type IV) in the center of a symbol of the Elder on the floor. Any
character that stands on the symbol and looks at the Crystal Ball, they must
make a save vs. death magic at -5 or suffer one of the following effects. Roll
randomly to determine the effects.)
1
2
3
4
5
6

Intelligence score permanently lowered by 1


Wisdom score permanently lowered by 1
Constitution score permanently lowered by 1
Constitution score permanently raised by 1 (Max. of 18)
Wisdom score permanently raised by 1 (Max. of 18)
Intelligence score permanently raised by 1 (Max. of 18)

This tunnel continues down until it reaches a 15 ft x 15 ft room. The walls are
pitch black and strange runes and symbols are carved into the walls of this
chamber. The only light in the room is a yellow glow from the edges of a
black pyramid that rests upon a 3 ft high black column. The pyramid is 2 ft
high, it gives no reflection, does not shine when light is brought near it,
radiates no heat or cold and makes no noises. The pyramid does detect as
magical (no specific kind of magic can be detected). (NOTE: The Black
Pyramid is actually a trap. If anyone touches the pyramid, they will be
transported to a Demi-plane. Here they will find themselves in a Ziggurat. An
ancient looking man is sitting behind a table somewhere in the middle. He
will wait for the character to reach him and then motion the character
forward and tell them the rules of the game. They have 2 choices they can
pick 3 cards from the Deck of Many Things in front of him and be returned to
the temple OR they can fight 3 creatures of his choosing. The DM can choose
the 3 creatures at random, but all 3 creatures will have maximum hit points
and receive maximum effect from any spells or spell like abilities they have.
If the character tries to attack the old man, he will transform into a Pit Fiend
with maximum hit points and kill that person. If more than one character
touches the pyramid, they will each have to make the choice for themselves.
If they all try to gang up on the old man, he will transform into a Pit Fiend for
each character present. Any characters that survive either test will be
transported back to the temple to a random room on the 1st level.)
Room #2- This room is 30 feet in diameter. The room appears to be a
holding area for a group of 20 Zombies. These Zombies are different because
they are sewn together from different body parts from a number of
creatures. Some of the Zombies even appear to have body parts of a
different color or size from a normal monster. An example is a tan Troll arm
and a purple lions claw. When the Zombies see the party they will move to
attack but are unable to leave the room for some unknown reason. A strange
form of magic wards this room from being abandoned by the Zombies.
Room #3- This room is 50 ft x 30 ft. As the party approaches the room,
torchlight can be seen from the room. A small shrine to an unknown power is

in this room. A group of 6 men and 4 women in priestly robes seem to


preparing some sort of ceremony. When the party enters they priests make
their way towards the party. The priests will not speak (they cannot) to the
party and when they are within range will attack. This will show their true
form as being Heucuva.
AC 3
THAC0 19
Damage 1-6 (Claw)
+1 or better weapons to hit, save vs. poison or be afflicted with a disease,
Cure Disease will stop the effects, daily loss of 1 point from strength and
constitution, Immune to Sleep, Hold and Charm spells.
HP (2HD)

12
11
13
7

10
14
10

15
9
8

XP 270 each = 2,700 total


Room #4- This room is oddly shaped and is roughly 20 ft x 40 ft. Inside this
chamber a bright luminous glow can be seen from the tunnel. When the
characters get near the entrance they cross over a line to salt on the floor.
Once they cross this line, the Banshee that has been trapped in this room will
let out its death wail and attack the party. Her Fear aura will also work once
the line of salt is crossed. She seeks her freedom to kill those that created
her and trapped her here.
AC 0
THAC0 13
Damage 1-8
+1 or better weapon to hit, Immune to Sleep, Hold, Charm cold-based and
electrical spells, Save vs. death magic or die from wail, save vs. spell or flee
in fear within 30 feet, Magic Resistance 50%, Holy water causes 2d4 points of
damage, Dispel Evil kills if save is failed, turned as special undead.
HP (7HD)

50

XP 4,000
Room #5- This room is 15 ft in diameter. In the center of the room there is
an ornate coffin made of black stone with engravings upon it, which have no
meaning. A Crypt Thing guards the room and will attempt to use its Teleport
ability to protect the coffin. The coffin contains the bones of an unknown
demon.
AC 3
THAC0 15
Damage 1-8
+1 or better weapon to hit, Immune to Sleep, Hold and Charm spells, Save
vs. spell or be Teleported to a random place in the temple (DMs choice be
evil)
HP (6HD)

39

XP 975 total

Room #6- This room is 50 ft x 20 ft. Inside the room there is a strong odor
of damp earth. A small bed made of stone with a dark cloak for a cover,
occupy one section of the room. A stone desk, chair and chest are also found
in this room. A set of bare, stone shelves are built into the northern and
eastern walls. A small stone altar lies in the western section of the room. A
small sacrifice of a human bone still sits upon the altar. This room serves as
the residence of the cleric from the Earth sphere. There are a few personal
items found in the stone chest that will help to reveal the cleric is a male
Drow.
Room #7- This room is oval shaped and is 40 ft x 30 ft. Inside this chamber
there are 4 black marble coffins being attended to by 10 Crypt Servants. 4 of
the servants polish the coffins and keep the room in general order while
another 4 make the room messy. 2 of the servants stand guard at the
doorway and ask for the intruders to identify themselves. When the proper
sign is not given, the servants will attack. Inside the coffins, there are the
bones of Elves with long white hair and symbols of Lolth on their clothing.
AC 5
THAC0 15
Damage 1-4 x 2 (Fists) / 1-10 (Long
Sword)
Immune to Sleep, Hold and Charm spells and piercing weapons
HP (6HD)

35
30
27
42

40
33
29

28
31
33

XP 650 each = 6,500 total


Room #8- This room is teardrop shaped and is roughly 70 ft x 50 ft at its
furthest points. This room is filled with burning braziers that surround 20
statues of creatures from the Planes. They are representations of some of the
more dangerous creatures Theleb encountered and destroyed on his
adventures. This is a museum of these long dead foes as a reminder to those
that dare cross Theleb in the future. The following list is what the statues
represent: 5 Greater Tanarri, 2 Assimon, Devas, 3 Greater Baatezu, 1
Gehreleth, 5 Greater Yugoloth, 1 Greater Eladrin, 1 Guardinal and 2 Slaad. As
the party investigates the room, the 10 Shadows that are hiding behind the
statues of evil creatures will move towards the party and attack.
AC 7
THAC0 17
Damage 2-5 + 1 point of strength
+1 or better weapon to hit, Immune to Sleep, Hold, Charm and cold-based
spells.
HP (3+3HD)
21
15
17

22

25
23
19

20
18
20

XP 420 each = 4,200 total


Room #9- (DM NOTE: read room #10s description before running this
battle.)
This room is 200 ft x 200 ft with a 50 ft high ceiling. The room is illuminated
with a number of wall mounted braziers burning with multicolored flames
that are interspersed around the chamber. The walls, ceiling and floor are all
made with the same black material found in room #1. The walls are adorned
with engravings of humanoid creatures slaving to construct this Keep. The
pictures depict the history of the construction and the deaths of the workers
at the end to be used as guards. A creature in robes with its cloak on
ordering the humanoids around appears in a number of the pictures. The
pictures on the eastern wall of the room have gems inlaid upon them, which
depict great treasures being brought into the Keep. If the characters
investigate those gem-inlaid pictures, give the characters a 3 to their
perception check to notice that the floor is pitted. If they approach the wall,
the Dracolich (a venerable Black Dragon) that resides in room #10 will attack
the party. It will first use its breath weapon on the characters then use its
spells before attacking in hand to hand. The entire eastern wall is an
Illusionary Wall that the Dracolich can see through. The characters can easily
walk through the wall, but room #10 is completely dark (Darkness 70 feet
radius ability).
(NOTE: Pandemonia is Invisible in this room and will taunt the party after
they are in battle with the Dracolich. She is just trying to break the party's
forces so they will take more damage from the Dracolich. If the battle goes
bad, Pandemonia will summon the 4 Wraiths and Tanar'ri, Maurezhi in room
#11 to enter the battle and teleport away.)
AC 7
THAC0 4
Damage 1-6 / 1-6 / 3-18 (all attacks
receive 2-16 points of chilling damage save vs. paralyzation for each hit or
be paralyzed for 2d6 rounds)
Breath Weapon 20d4 + 10 points of damage from a 5 feet wide, 60 feet
long stream of acid, save vs. Breath Weapon for half damage, Innate
Abilities: Darkness 70 feet radius (3x daily), Corrupt Water (once per day 70
cubic feet of water, can destroy potions and elixirs unless a 15 or greater is
rolled on a 20 for a save), Plant Growth (once per day), Summon Insects
(once per day), Magic Resistance 35%, Fear aura is 40 yards with a 3
penalty to save vs. spell, Immune to Sleep, Hold, Charm, Enfeeblement,
Polymorph, Cold, Electrical, Insanity, Death and Symbol spells, Cannot be
poisoned or paralyzed, Only casters of 6th level or higher can effect creature,
Detect Invisible objects and creatures within 100 feet, Clairaudience within
200 feet, Can Control Undead, Power Word, Kill will destroy outright.
Spells: Color Spray, Detect Magic, Grease, Hypnotism, Magic Missile, Ray of
Fatigue (page 142 PO;S&M) and Shield
HP (18HD) 120
XP 19,000 total

Room #10This oddly shaped, unworked room is 80 ft x 180 ft at its


furthest points. This room serves as the lair for the Dracolich. The floor of this
chamber is 10 feet deeper than the floor in room #9. It is also pitted from
acid and covered with sharp pieces of metal. Any character stepping into the
room must make a dexterity check with a 4 penalty or fall into the pit. If the
character is running, they receive no save, they automatically fall. Any
character falling receives 2d4 points of falling damage from the impact and
an additional 1d10 points of damage from the spikes on the floor. Walking in
the room requires a dexterity check each round (with a 2 penalty) to avoid
stepping on the spikes. If the character steps onto the spikes, they receive
1d4 points of damage and their movement rate is reduced by a third until
healed. Each subsequent step onto the spikes will further reduce movement
by 2 points until the character can no longer handle the pain and carry their
weight. Only hard-soled boots can add any kind of protection from the spikes.
They reduce the damage and movement penalty in half.
Room #10aThis room is covered over by a pile of dug out floor from
room #10. The Dracolich uses this as a way to hide its treasure. This 30 foot
diameter room contains a large number of coins as well as a few magical
items. There are 2,000 pp, 5,000 gp, 7,000 sp and a Ring of Contrariness, +1
Spear (Backbiter) and a Potion of Poison.
Room #11This oval room is 40 feet x 20 feet. There are not distinct
features in this room. It may at one time held some importance in the Keep
but it is abandoned now. The only thing in this room is a pile of dead bodies,
4 Wraiths and a Tanar'ri, Maurezhi that lay in waiting for unwary intruders.
When Pandemonia summons them they will fight the rear of the party.
AC 4 (Wraiths)
THAC0 15
Damage 1-6 + 1 level
of experience
+1 or better weapons to hit, Immune to Sleep, Hold, Death and Charm and
cold-based spells, Raise Dead spell will destroy Wraith unless save vs. spell is
made, Holy Water causes 2-8 points of damage.
HP (5+3HD)
35

30

28
31

AC 0 (Maurezhi)
THAC0 13
Damage 1-10 + 5 (Sword) / 1-6 + 5
x 2 (Claws) / 2-8 + 5 (Bite), Magic Resistance 40%, +1 or better weapon to
hit, Innate Abilities (6th Level Ability): Darkness 15 feet radius, Infravision,
Teleport without Error, Animate Dead, Blur, Cause Fear, Chill Touch, Fear
(3x/day), Hold Person, Invisibility, Paralysis (by touch 3x/day), Summon
Ghouls (1d4 1x/day), Leap ability adds +2 to initiative.
HP (5+8HD)

40

XP 2,000 each (Wraiths) + 6,000 (Demon) = 14,000 total

Room #12This oddly shaped room is 50 ft x 40 ft. This unworked


room is filled with 15 Monster Skeletons (Giant bodies) that will attack the
party if they enter or follow behind and attack them in room #13.
AC 6
THAC0 14
Damage 3-18 (Two Handed Sword)
Immune to Sleep, Hold, Death Magic and Charm spells, poisons and coldbased spells, Half damage from edged and piercing weapons, full damage
from blunt weapons and fire spells.
HP (6HD)

40
37
34
44
30

35
28
31
40
41

33
25
26
37
26

XP 650 each = 9,750 total


Room #13This circular room is 40 feet in diameter. The walls are bare
and the room is pitch-black. When light is brought out, the characters see the
following. At the far-eastern end of the room, there is a set of spiral stairs
that leads down. Between the doorway and the stairs there are 10 Skeletons
each carrying a crossbow and short sword and another creature made from
the bones of numerous creatures (a Bone Golem). The head of this monster
is a cows head (actually its a Stench Kows), the arms of a clawed creature,
the legs of a horse and the body of a bull with a spiked tail.
DM NOTE: The spiral stairs are actually an Illusion. When the characters
reach the 13th step on the stairs they appear to keep walking to whomever is
behind them. But actually they are Teleported to the second level.
AC 0 (Bone Golem)
THAC0 7
Damage 3-24
Immune to all spells except Shatter (double damage from all attacks), half
damage from edged and piercing weapons, full damage from blunt weapons,
One every 3 rounds hideous laughter, make 2 saves, the first vs. paralyzation
and the second vs. death magic, if one is failed paralyzed for 2-12 rounds, if
both failed, character dies from fear.
HP (14HD) 70
AC 7 (Skeleton)
THAC0 19
Damage 1-8 (Sword) / 1-6
(Crossbow) / 1-6 (Claw) Immune to Sleep, Hold, Death Magic and Charm
spells, poisons and cold-based spells, half damage from edged and piercing
weapons, full damage from blunt weapons.
HP (1HD)

8
5
4
7

6
7
5

5
6
6

XP 18,000 (Bone Golem) + 65 each (Skeleton) = 18,650 total

2nd Level
As a reminder, the emotions of the characters will be very high strung and
battles will take a lot out of them. At the end of each battle, all characters
that were in melee will be required to make a Wisdom check with a 2
penalty on this level. If they fail the wisdom check the affected character will
desire to continue the fighting, even with other party members. If the
wisdom check is made, they will cease the fight when the enemy is defeated.
A save may be made each round after the enemy is defeated to come out
of the battle rage. All fighting is to the death and no character will have a
desire to not destroy their enemy, regardless of personal beliefs. Once in
combat, it is always be to the death.
All the senses are enhanced in this Keep (all levels). Sounds are louder,
smells are stronger and sights are more disturbing. These enhancements will
effect the characters with a 2 penalty to their saves related to all spells that
deal with the senses. A few examples are Stinking Cloud, Color Spray,
Blindness and Shout just to name a few.
This Keep is protected from magical intrusion by ancient enchantments as
well as iron being built into the walls, floors and ceilings. This Keep is unable
to be entered through any of the following spells: Dimension Door, Teleport,
Teleport without Error, Passwall, Word of Recall, Etherealness, Gaseous Form
or any other spell. The characters can use these spells within the Keep but
only on a particular level, not to move between levels or enter and exit the
Keep.
Since this level is dedicated to each of the 4 major Elements, whichever
room the characters find themselves in (rooms 18-21) will determine the
effectiveness of their spells. Use the PlaneScape rules to determine spell
effects as if the particular shrine is under that Inner Planes influence. An
example is Air spells are less effective in the Fire shrine, while Water doesnt
work and Earth is stronger.
All rooms are separated by Illusionary Wall spells. Once the character passes
through the wall, the next rooms chaotic effects will take effect. All the
Undead, Elementals and Elementalists (including the characters) can see
through these walls and travel easily from one area to the next. The
creatures in these rooms will not attack the party if they wear a holy symbol
of the Elder. The holy symbol will also protect the characters from any
"climactic" changes from room to room. No sounds, change in temperature
or light level can be noticed through the Illusionary Wall spells. Only after
stepping through the wall or using a True Seeing spell can the characters find
out what is on the other side of the walls.
Room #14The characters are Teleported to the center of this circular
room that is 40 feet in diameter. The walls of this room vary in color

depending on which way you look. The north wall is red, the east wall is blue,
the south wall is green and the west wall is brown. In each color there is a
symbol representing the Inner Plane for that particular color. The floor and
ceiling are swirls of all the other colors represented the Para and QuasiElemental Planes as well as the Positive and Negative Material Planes.
Room #15This circular room is 40 feet in diameter. When the
characters enter this room they get a strong sensation of discomfort. The
room is cold, damp and the smell of decay is pervasive. The walls and floor
of this room are covered in dried blood, mold and painted images of
humanoid creatures being killed by some strange magical process. The
creatures are being turned into something unholy that the characters do not
recognize. In the center of the room there is a 10 feet tall statue of an
undead creature (Theleb) made from a strange pitch-black stone. The statue
is facing the southwestern entrance into the room and stands in a menacing
manner with its arms placed at its sides. When the characters enter, a Magic
Mouth spell activates on the lips of the statue and says the following (in
Drow): Follow the 4 paths of Elemental chaos and might. And pass my
creatures made from thrice. The key to your release is beyond the blinding
light. Seek out its past, it holds your future flight. When the spell is
completed, the statue will remain inactive. The Magic Mouth only works
when a living creature larger than a rat enters the room.
The characters can also see only one "inhabitant" in this room, a translucent
Human, a Phantom. It haunts the room where it was killed and makes
groaning noises and has a strong smell of the swamp. The Phantom will not
attack the party but will acknowledge the characters and point to a section
of the wall. There is a picture of a Drow male overseeing the killing of the
humanoids.
Save vs. Death Magic with a -2 penalty or panic and run from the room.
Room #16This oddly shaped room is roughly 60 ft x 100 ft at its
furthest points. The room is unworked and the walls and ceiling are covered
in foul swamp water that drips to the floor. The smell is almost overbearing
as the characters enter the room. Hiding in this room is 4 Goblin Vampires
(created by Theleb from his murdered workforce) that are using their Spider
Climb abilities to hang above the dry doorway area. Each Vampire has a
different skin color that corresponds to the 4 major Elements and is
completely insane. When the characters enter the room, the Vampires will
attack the creature closest to them in a blind rage. If a character is an
Elementalist or worships a god dedicated to a particular Element, the
Vampire whose skin color matches the same Element will attack that
character over another until it is killed.
AC 3
THAC0 9
Damage 5-10 + 2 levels of experience
+1 or better weapons to hit, Immune to poisons and paralyzation as well as
Sleep, Hold, Death and Charm spells, Half damage from electrical and coldbased spells, Gaseous Form, Spider Climb, Charm Person with a 2 penalty to
save, regenerate 3 points per round.

HP (8+3HD)
60

55

65
59

XP 8,000 each = 32,000 total


Room #17This room is 40 ft x 60 ft. Inside this room there are 4
sarcofucus's made of stone. Each coffin is engraved with a rune representing
the 4 major Elements. The walls are decorated with pictures that show
Theleb murdering the humanoid workforce that created this temple. How he
used his magic to destroy them and then turn them into the undead that
protect this Keep. If the Vampires were vanquished from the room #16, then
their bodies will reform in these coffins. Inside each coffin is a bed of stones
that the Vampire sleeps on from their original homes. If the characters dig in
the coffin they will find a few gems in each one valued at 500 gp per coffin.
Room #18This diamond shaped room, dedicated to the Element of
Earth, is 120 ft x 130 ft. This damp, cool, earthy room is dimly illuminated by
a phosphorescent fungus that coats the granite walls and floor. These fungi
coated walls are engraved with the images of creatures from the Elemental
Plane of Earth. In the center of the room there is a 10 feet wide marble altar
with numerous stone tentacles reaching out of it into the ground. Spread
throughout the room there are 20 feet areas where the floor is mud like and
the characters can fall into them. These areas appear like the rest of the floor
and there is a 20% chance (1 or 2 on a ten sided dice) of the characters not
seeing these "mud pits" and falling into them. Treat the pits like a Transmute
Rock to Mud spell. Inside the room, there are 6 "Xorns" hiding in the walls
and floor. When the party falls into the pit traps, the "Xorn" will attack them.
DM NOTE: These "Xorn" are different from any other kind of its species.
Theleb experimented on his slave labor and created these monsters. He
combined a Troll, Gorgon and Xorn. These creatures have certain special
abilities that are listed below. They are 8 feet tall, there skin is dark green
and black metallic plates, all three arms are Troll claws and two horns
protrude from its sides. The creature will try to grab a victim and stick it with
their horn or use its breath weapon. The mouth of the creature has the sharp
teeth of a Xorn but it craves live flesh as well as precious metals and
minerals. These creatures cannot leave this room because they are bound to
it. This is one of the restrictions that this creature suffers.
AC -2
THAC0 10
Damage 5-8 x 3 (Troll claws) / 1-6 (Horns) / 624 (Bite), Breath Weapon - 5 feet wide, 10 feet wide and 30 feet long - once
every 3 rounds only, save vs. breath weapon or turn to stone, can see into
the Astral and Ethereal Planes, Regenerates 3 points after 3 rounds from first
damage, Immune to fire and cold damage, Half damage from electrical
attacks and edged weapons, full damage from blunt and piercing weapons,
Pass through stone and reappear in 1-3 rounds, Killed with acid only.
HP (8HD)

40
38

36
33

30

42

XP - 7,000 each = 42,000 total


Room #19This octagonal shaped room, dedicated to the Element of
Fire, is 120 ft x 120 ft. The temperature in this room is 350 degrees. Any
creature not protected from the heat will suffer 2d10 points of damage each
round from and suffocate from a lack of air in 1d8 rounds. Large steam
geysers randomly erupt from the walls, floor and ceiling which are all made
of polished brass. All the brass is etched with scenes of tentacled creatures
fighting on the Plane of Fire. In the center of the room, a huge bonfire is
burning atop a 15 feet diameter adamantite altar. Inside 5 of the geysers on
the floor and in the bonfire, the characters can see shapes moving around.
When the party approaches the altar, the creatures in the steam (below) and
the Blazing Bones in the fire will attack. The Blazing Bones is wearing a
necklace with the Elder's holy symbol on it.
DM NOTE: These creatures are another abomination created Theleb. In his
mad experiments, Theleb crossed an Ogre, Scorpion and Salamander to
create a potent new creature. The creature looks like a fire bathed Ogre in
the upper torso, from the waist down it looks like a Salamander, and has a
strange barbed tail. The creature is 12 feet in length (7 feet body and 5 feet
tail) with a sickly violet skin color. It carries a huge club made of polished
steel in its muscular hands. The creatures attack in a berserk manner unless
you wear the holy symbol of the Elder. These creatures cannot leave this
room because they are bound to it. This is one of the restrictions that this
creature suffers. (See room #19b before running battle).
AC 0 (Salamander)
THAC0 10
Damage 2-20 + 6 (Club) / 1-6
(Tail - save vs. poison or die in 1d4 rounds) / 1-10 x 2 (Fists), +2 or better
weapon to hit, Immune to fire, Sleep, Charm and Hold spells, Additional point
of damage per dice from cold-based attacks.
HP (9HD)

65
55
60

58
69

AC 5 (Bones)
THAC0 13
Damage 1-4 + 2 x 2 (Fists) /
1-6 + 3 (Glob) / 6-36 (Fireball), Immune to fire, poisons, paralyzation as well
as Sleep, Hold, Death and Charm spells, Fire damage heals missing points,
half damage from edged or piercing weapons, full damage from blunt
weapons.
HP (7HD)

45

XP - 3,000 each = 18,000 total


Room #19aThis oddly shaped room is 40 ft x 30 ft at its furthest
points. The walls of this room are covered with etched brass depicting scenes
from the Elemental Plane of Fire. A small bed made of brass, along with a

brass desk, chair and chest are found throughout the room. A small shrine to
the Elder is located in the far eastern section of the room. Brass shelves are
built into the southern wall. These shelves contain the skulls of 15 creatures
that have a large hole in them surrounded by 4 smaller holes. This room is
the residence of the cleric, a Mind Flair, representing the Fire sphere.
Room #19bThis oddly shaped room is 70 ft x 40 ft at its furthest
points. Inside this room there are 20 strange statues of undead creatures in
black cloaks, each one standing in a different pose. Among the statues is one
real undead, an Eye of Fear and Flame (FF35). This creature can see into
room #19 and will use its powers to help the battle in that room. When the
characters enter this room, the Eye will stand still and use its Charm ability
on one of the characters. If that doesn't work, it will continue to use its other
abilities to attack the party.
AC 2
THAC0 9
Damage No physical ability
Immune to poisons, paralyzation as well as Sleep, Hold, Death and Charm
spells, 12 dice Fireball every 3 rounds (red eye), Fear every melee round like
wand (black eye), become Ethereal in 2 rounds to escape, Blindness and
Power Word: Blind reflect back at caster.
HP (12HD) 85
XP - 4,000 total
Room #20This room, dedicated to the Element of Air, is 120 feet in
diameter and has a 50 feet high ceiling. The walls, floor and ceiling are all
made of extremely polished stone that is as slick as ice. A strong, cold breeze
circulates in this room and will cause the characters to make a dexterity
check every round or fall to the ground. Movement is reduced to half the
normal maximum. In the center of the room, there is an altar made of cloud
castle material that floats 30 feet in the air. Around the room at 30 feet high
there are 6 perches with a strange creature on each. When the party enters
the room, these creatures will fly around and attack.
DM NOTE: These creatures are another creation by Theleb. They are a
mixture of a Hobgoblin, Harpy and Manticore. The creature is 7 feet tall, has
the lower half of a vulture, the torso and head are of a Hobgoblin and the
wings and tail of a Manticore. The creatures attack in a berserk manner with
a spear unless you wear the holy symbol of the Elder. These creatures cannot
leave this room because they are bound to it. This is one of the restrictions
that this creature suffers.
AC 4
THAC0 11
Damage 1-12 (Spear) / 1-6 (Spikes) / 1-8
x 2 (Claws), Charm with a song while in combat, non-effective against Elves.
HP (7HD)

44
35

XP - 2,000 each = 12,000 total

39
43

30
37

Room #20aThis room is 30 ft x 20 ft at its furthest points. This room is


the source of the air current in room #20, which blows from the east. At the
far-eastern end of the room there is a large vortex that swirls and pulsates. In
the middle of the vortex, the characters can see an area with an object in it.
(A pedestal with a Gem of Life on it, pg. 524). As the characters approach the
vortex the wind strength gets stronger (75 mph) and all characters must
make a save vs. their dexterity with a -6 penalty each round. The vortex can
be penetrated either by walking (4 rounds to reach calm area) or through
Dimension Door, Teleport and Teleport without Error. But once the character
is in the calm area with the pedestal, they are attacked by the Invisible
Stalker and 3 Tanar'ri, Vrock that protect the area. The Vrock's are hiding in
small cubby holes on the side of the walls that are unable to be seen until
the characters enter the calm area.
AC -1
THAC0 13
Magic Resistance 30%
HP (8HD)

Damage 4-16

55

AC -5
THAC0 13
Damage 1-4 + 7 (x2 Foot Claws) / 1-8 +
7 (x2 Claws) / 1-6 + 7 (Beak) / 1-12 + 7 (Spear), Magic Resistance 70%, +2
or better weapons to hit, Always attack first in round, Spore attack 1-8 points
of damage and 1-2 points each round from spore growth, After 10 rounds
creature is covered in vines, Screech attack that deafens all within 30 feet
save vs. constitution or be stunned for one round, Innate Abilities (10th Level
ability): Darkness 15 feet radius, Infravision, Teleport without Error, Detect
Invisibility, Detect Magic, Dispel Magic, Mass Charm, Mirror Image,
Telekinesis, Immune to Electrical and poison attacks, Half damage from cold,
fire and gas attacks, full damage from acid, magic missile and iron weapons.
HP (8HD)

60
50

56

XP - 3,000 (Stalker) + 19,000 each (Vrock) = 60,000 total


Room #21This oval room, dedicated to the Element of Water, is 80 ft
x 150 ft. The walls and ceiling are made of sandstone with seaweed and
dripping water running down them. The floor is actually dug deeper into the
ground by 10 feet and is filled with murky swamp water. In the center of the
room there is a large shell that serves as the altar for this shrine. Under the
water, there are 5 creatures that await the characters to cross the water.
DM NOTE: These creatures are yet another abomination created by Theleb.
These creatures are a combination of a Giant Crayfish, Catoblepas and a
Morkoth. The monster is 15 feet long, has the torso and lower body of a
squid, the head of a Catoblepas and the claws of a Crayfish. The creatures
attack in a berserk manner with a spear unless you wear the holy symbol of
the Elder. These creatures cannot leave this room because they are bound to
it. This is one of the restrictions that this creature suffers.

AC 2
THAC0 11
Damage 2-12 (Claws) / Death Gaze - 60 yards,
save vs. death magic or die, Spell Reflection of all spells cast at it including
area effect spells.
HP (8HD)

57
48

60
43

51

XP - 2,000 each = 10,000 total


Room #22This room, dedicated to the Negative Material Plane, is 100
ft x 100 ft. The room is completely dark and any light source will only shine
at quarter intensity, regardless if it is natural or magical. The walls and
ceiling of this room are made of black stone with runes chaotically engraved
upon them. The floor is crimson red with a swirling mist pattern painted upon
it. The runes tell the story of the Elder's imprisonment in the Deep Ethereal
by all the Lawful Good powers. Trying to read the runes for more than 2
rounds will cause the characters to become insane from the knowledge of
such an event occurring (treat as if under the effect of a Mindshatter spell.)
At the eastern end of the room there is an altar of swirling crimson red that
resembles a hand coming out of the floor with tentacles for fingers. In the
palm of the hand the characters can see a creatures skull (Fog Giant) with
gems in its eye sockets and mouth. Surrounding the altar the party can see 4
semitransparent Orcs (Spectre's) assisting a hooded creature (Theleb) in
some unknown ceremony. When the party enters the chamber, the Spectre's
will move to attack. The hooded creature (Theleb) will continue the
ceremony, which takes another round. When Theleb is completed, he will
turn towards the characters, cast a few spells and leave the room before
getting into real danger. There are 20 gems in the Fog Giant skull valued at
5,000 gp total.
AC 2
THAC0 13
Damage 1-8 + 2 levels
+1 or better weapon to hit, Immune to poisons, paralyzation as well as
Sleep, Hold, Death and Charm spells, Holy water 2-8, Raise Dead kills if save
vs. spell is failed.
HP (7+3HD)
43

45

50
39

XP - 3,000 each = 12,000 total


Room #23This oddly shaped room is 100 ft x 120 ft at its furthest
points. The walls, floor and ceiling are all made of black stone. The walls are
adorned with pictures of the most populated cities and countries around
Oerth. There are also portraits of some of the more famous individuals, kings
and religious leaders around Greyhawk from the past and present. These
items cover every wall in this room. Interspersed throughout the room there
are 6 feet tall statues of all the evil Oerth deities and the evil Extraplanar
deities with a vested interest and clericy on Oerth. All these items are stolen
pieces from churches, treasure vaults and personal collections. Each item

has been desecrated with either a drawing or carving of the Elder's holy
symbol upon the piece. Attending the collection is a group of 6 Curst. These
creatures look like undead Ogrillons that wear plate mail armor and carry
two-handed swords. They move the numerous items around the room to
different areas for viewing. They also help guard this room and will stop what
they are doing to attack anyone that enters without the necklace of the
Elder. (see room #24 before running battle)
AC 1
THAC0 10
Damage 2-20 + 6 (Sword) / 1-4 + 6 x 2 (Claws)
Magic Resistance 85%, Immune to poisons, paralyzation as well as Sleep,
Hold, Death, Charm, fire and cold-based, spells, Cannot be turned, Holy
water has no effect, Remove Curse will destroy creature, Rot Grubs in
creature will attack opponents of Curst.
HP (8HD)

50
48

46
39

38
55

XP - 1,500 each = 7,500 total


Room #24This oval room is 30 ft x 80 ft. The walls of this room are
black and scoured with hundreds of 1 cubic feet alcoves that are erratically
placed around the walls. Inside each of these alcoves there are holy symbols
dedicated to good powers, especially the Lawful Good deities. Each symbol
has been damaged in some way and is stained with the blood of its former
owner. Many of the alcoves are empty but there are enough full ones to show
decades of collection at work.
DM NOTE: This is the personal collection of the rooms' sole inhabitant, a
Death Knight. This creature was once a follower of Pholtus and still carries a
large shield with his Silvery Sun holy symbol upon it (all be it tattered and
faded). This is a constant reminder of its previous existence. It is so insane
from its cursed life that it has sought to destroy all followers of good. It has
aligned itself with Theleb to help protect this Keep and has been promised
numerous more symbols that it can add to its collection. When the
characters attack the Curst in room #23, the Death Knight will observe the
battle from this room and use its spell abilities to attack the party. After a few
rounds it will enter room #23 and attack as well. The Death Knight carries a
Short Sword of Dancing, a large shield and wears ancient, ruined plate mail
armor.
AC 0
THAC0 6
Damage 1-8 + 8 (Short Sword of Dancing)
Magic Resistance 75%, Cannot be turned, Magical spells at 20th level:
constant Fear in 5 feet radius, Detect Magic, Detect Invisibility and Wall of
Ice at will, Dispel Magic (2x/day), Power Word: Blind, Stun or Kill, Symbol of
Fear or Pain, 20HD Fireball (1x/day), roll of 11 or lower on MR will cause spell
to reflect back at caster.
HP (9HD)

85

XP - 6,000 total

Room #25This circular room is 35 feet in diameter. The walls of this


room vary in color depending on which way you look. The north wall is red,
the east wall is blue, the south wall is green and the west wall is brown. In
each color there is a symbol representing the Inner Plane for that particular
color. The ceiling is swirls of all the other colors represented the Para and
Quasi-Elemental Planes as well as the Positive and Negative Material Planes.
In the center of the room there is a 20 feet diameter dais that has a grove in
the middle. A palm sized object seems to fit into this grove. It does not look
like the symbol of the Elder fits into this space.
DM NOTE: In one of the alcoves in room #24 there is the Death Knight's
original holy symbol. At the back of this alcove there is a secret chamber that
contains a symbol with runes representing the 4 major elements. This is the
key that fits into the grove and activates the Teleport Pad in room #25. Once
the characters place the key in the grove, the pad will glow for one round
and anything upon it will be transported to the 3rd level. The key will
immediately return to its hidden place in the alcove with Pholtus's holy
symbol.

3rd Level
As a reminder, the emotions of the characters will be very high strung and
battles will take a lot out of them. At the end of each battle, all characters
that were in melee will be required to make a Wisdom check with a 3
penalty on this level. If they fail the wisdom check the affected character will
desire to continue the fighting, even with other party members. If the
wisdom check is made, they will cease the fight when the enemy is defeated.
A save may be made each round after the enemy is defeated to come out
of the battle rage. All fighting is to the death and no character will have a
desire to not destroy their enemy, regardless of personal beliefs. Once in
combat, it is always be to the death.
All the senses are enhanced in this Keep (all levels). Sounds are louder,
smells are stronger and sights are more disturbing. These enhancements will
effect the characters with a 3 penalty to their saves related to all spells that
deal with the senses. A few examples are Stinking Cloud, Color Spray,
Blindness and Shout just to name a few.
This Keep is protected from magical intrusion by ancient enchantments as
well as iron being built into the walls, floors and ceilings. This Keep is unable
to be entered through any of the following spells: Dimension Door, Teleport,
Teleport without Error, Passwall, Word of Recall, Etherealness, Gaseous Form
or any other spell. The characters can use these spells once within the Keep
but only on a particular level, not to move between levels or enter and exit
the Keep.

This level serves as the residences, laboratories, library, and torture


chambers for the Keep. The many undead and special creatures that guard
this Keep were created on this level. Because of this, all magic cast on this
level will either have one of the following effects. Roll an eight-sided dice
each time a spell is cast and consult the list below for results.
12345678-

Spell produces maximum effects (damage, duration, AoE, range, # of


creatures affected)
Spell adds an additional point of damage per dice or -1 penalty to
targets save for non damaging spells
Spell produces minimum effects (damage, duration, AoE, range, # of
creatures affected)
Spell subtracts an additional point of damage per dice or +1 bonus to
targets save for non damaging spells
Spell works normally
Spell effects caster only, normal damage or wrong information is given
Spell fails
Spell causes random effect (consult other spells of same level to see
which one is cast)

Room #26This pitch-black room is 40 feet in diameter. The walls of


this room are dark purple in color and are engraved with pictures of followers
of the Elder fighting the forces of good. These evil followers include Humans;
Drow, Derro, Duergar, Illithids, Githzarei and Sahuagin as well as a few
others the characters have never encountered before. In the center of the
room there is a 10 feet tall statue of an undead creature (Theleb) made from
a strange pitch-black stone. The statue is facing the western section of the
room. It stands in an almost gleeful manner with its arms crossed infront of
its body and a slight evil smile can be seen on its ancient, decayed lips.
When the characters enter, a Magic Mouth spell activates on the lips of the
statue and says the following (in Drow): Pass through the fate of the others
who've failed. Their images still scar the blocks of despair. They guard the
gate to my heart, where your destiny can't be fought. The time is at hand to
call forth my lord. The beginning of an era of chaos and evil never witnessed
before. When the spell is completed, the statue will remain inactive. The
Magic Mouth only works when a living creature larger than a rat enters the
room.
Room #27This room is 80 ft x 80 ft. The walls are covered with
shelves of tomes, texts, volumes and books of all sizes, shapes and colors as
well as being written in many modern, ancient and unknown languages.
These books' are all reference material related to numerous subject matters.
These include: the Inner Planes, the different Genie societies, undead
creation, theories on necromantic magic, etc. (Please fell free to add any
strange, unusual or off the wall topics to help illustrate to the characters the
chaotic nature of this Keep.) Around the room there are 20 desks, chairs and
inkwells of varying sizes, from giant sized to pixie sized. Most are sized for
humanoids (13 total) but all the tables and chairs are made from the bone
and flesh of humanoids. There are symbols of the Inner Planes engraved on
the floor of the room. These symbols are randomly placed around the room

in no particular order. All of the books detect as magical but what kind of
magic is unknown. The room itself gives off a similar glow that is unable to
be determined. Books can be removed from the room but within 3 turns they
will magically return to this library.
Room #28This room is 30 ft x 30 ft. A large brick oven and stove are
the most prominent items in this room. There are cabinets with cooking pots,
pans and utensils as well as a number of other common kitchen items. There
are also strange devices that look like they are from a torture chamber
interspersed with the normal items. The kitchen looks to have been used
recently. The oven is still warm, the walls are covered with fresh blood and
the floor is dirty with "fresh" food.
Room #28aThis room is 30 ft x 30 ft. This is where the pantry is
located. Inside there are many commonly used cooking foods as well as a
few exotic ones. There are different foods from all around the world,
seaweed, mosses, strange plants, roots, just to name a few. All of it seems
relatively fresh and kept in good order.
Room #28bThis room is 30 ft x 30 ft. The temperature in this room is
very cool. This is where the dead meat and livestock is kept. Creatures from
all over the air, land and sea can be found in here. They are either in a cage
or in a barrel to prevent their escape. These creatures all have something
strange about them, they don't look quite normal. These creatures are either
larger, smaller, different color, humanoid looking or some other distinctive
feature that makes them appear different. All these creatures are failed
experiments that are to be used as food for the visiting clerics.
Room #29This room is 30 ft x 30 ft. A large, wooden, square table
with 10 chairs around it takes up most of the room. This dinning room has
been unused for quite a long time. Dust, cobwebs and decay are evident
everywhere the characters look.
Room #30This room is 50 ft x 40 ft. The temperature in this room is
cooler than the rest of this level. The smell of ozone is very strong in this
room. The walls are covered with framed pictures of evil flying creatures from
Oerth and the Plane of Air. There is a large bed, table and chair made from
the bones of a Roc that sit in the western section of the room. A small shrine
in the form of a tentacled altar is in the northeastern corner of the room. The
altar is made from a strange substance that continually causes the tentacles
to move. (The substance is actually material from the Plane of Limbo.) At the
end of the bed, there is a locker that is made from the same substance. It
changes color every few rounds and seems to pulsate with life. These items
will detect as magical but the sphere is unknown. Inside the locker (which is
unlocked) there are the personal items of the cleric, a Githzerai, representing
the Air sphere.
Room #31This oddly shaped room is 30 ft x 120 ft at its furthest
points. The smell of death, decay and strong perfume are almost
overwhelming in this room. The southern section of the room, which is

worked, contains another set of shelves, which hold jars of body parts and
lab instruments. The jars are labeled with what body part and from what
creature the part was removed from. In the northern section of the room, the
unworked section, there are ceiling high piles of twisted dead bodies from
the failed experiments attempting to create new creatures. Working around
the bodies there are 3 cloaked "women" that are sorting through the bodies
and looking for specimens to put into the jars at their feet. When the
"women" see the party, they will ask them to help with the jarring of body
parts.
DM NOTE: The women are actually 3 Ghul-Kin, Witherer (page 64 Vol. 2) or
undead Jann. The Ghul's are polymorphed into the women and will attempt
to kill the party once they enter the room. The Ghul's are actually 10 feet tall
in their natural form. Two of the Ghul's are illusionists (9th level of ability) and
the third is just a straight fighter. Under the bodies, there are 4 chests made
of stone. Each chest contains 2,000 pieces of gold. All spells cast in this room
will not affect the jars on the shelves. Only the dead bodies, Ghuls and
characters can be harmed by magic. The shelves are protected by an ancient
enchantment that, if detected for, will show as moderate abjuration magic.
AC 0
THAC0 11
Damage 1-10 + 7 x 2 (Claw) / 2-16 (Bite) / or 110 + lose 1 point of strength, age 1 year and hit points lost by character
given to Ghul, Spell Abilities: Invisibility and Polymorph Self, +2 or better
weapon to hit, Daylight causes -1 to attack rolls and saves, Immune to
poisons, paralyzation as well as Sleep, Hold, Death, Charm and cold-based
spells, Holy water 2-12, Need a Remove Curse before raising.
HP (9HD)

60
65

58

SPELLS
1st Level - Audible Glamer, Nystul's Magical Aura, Spook, Ventriloquism
2nd Level - Blindness, Hypnotic Pattern, Improved Phantasmal Force
3rd Level - Illusionary Script, Phantom Steed, Spectral Force
4th Level - Improved Invisibility, Phantasmal Killer
5th Level - Seeming
XP - 10,000 each = 30,000 total
Room #32This room is 100 ft x 120 ft. The temperature in this room
is extremely cold and the powerful smell of death is evident. Upon entering
the room, the characters get an unknown erie feeling that disturbs them
greatly. The eastern and western walls are covered with rusted chains and
bindings, which are for creatures of varying heights and sizes. Insane
drawings made in blood as wells as the claw marks of numerous creatures
are seen around the chains. Large metal cages hang from the ceiling near
the northern wall and some are filled with the bones of unrecognizable
creatures. Ancient looking flesh and rotted clothing hangs from these cages.
Large pools of dried blood can be seen on the floor under these cages. At the
southern wall there are strange devices, tools and "weapons" that adorn a

number of rusted racks. These tools are covered in dried blood and torn
flesh. Spread throughout the room, there are tables, benches, racks and all
manner of torture devices. Around these tables, small, petrified pieces of the
creatures that once inhabited them can be seen around each device. Under
each of these items, engraved into the floor, there is a symbol of the Elder as
well as a rune dedicated to one of the 18 different Inner Planes within the
symbol. These symbols are colored to match the appropriate Inner Plane.
DM NOTE: This room serves as the torture chamber as well as the
laboratory for the experiments that changed the creatures into the undead
and monsters that protect the Keep. A strong aura of evil is felt in the room,
and if detected for, will radiate in the extreme. Unspeakable atrocities have
been committed in this room and the residual presence of those acts has
manifested themselves in the creature that roams this place. A Ghost,
Casura (page 60, Vol. 2) has been created from the horrors performed upon
the creatures in this room. It will insanely attack any living creature that
enters the room or ones that enter without first making themselves invisible
to undead.
AC 0
THAC0 5
Damage 3-18 x 4 (Metal Tools)
Magic Resistance 75%, Innate Abilities: Invisibility, Save vs. paralyzation or
flee in Fear for 1 turn, Full damage from Magical weapons (can only be hit
by) and half damage from silver weapons, Turned on a roll of 20 by priests of
9-13th level and a roll of 19 or 20 for priests above 14th level, When reduced
to 0 HP will become inactive.
HP (22HD) 140
XP - 15,000 total
Room #33This room is 25 ft x 35 ft. The temperature in this room is
colder than room #32 and can be considered at roughly 20 degrees below
zero Fahrenheit. Hanging from every part of the ceiling there are frost
covered chains that are attached to limbs, torsos, heads and misc. body
parts from creatures that were experimented on. This room serves as a
storage shed for those body parts that have not yet been fused with other
parts in the room. These body parts can still be seen twitching and moving
on their chains. If the characters get to close, the body parts will attack
them. Consider all parts as AC 10, THAC0 19 and have 6 HP.
Room #34This oddly shaped room is 25 ft (60 ft) x 35 ft (5 ft) at is
furthest points. The temperature in this room is similar to the other areas of
the Keep. The walls are adorned with images of the mysteries of the Plane of
Pandemonium. Cities found within large caves, insane creatures engaged in
odd activities, humans standing with wind blown hair, all images depict some
of the life on that Plane. 25 life-sized stone statues of Baatezu, Yugoloths',
Assimon and a few other Extraplanar creatures stand in this room. All of
these statues appear to be marred with precise cuts to strategic locations as
well as pieces that are chipped away. Burn marks, acid marks and other tell
tale signs of magic use are visible in the southwestern section of the room. A

workbench made of steel is covered with unusable portions of spell


components and potions. In the far southeastern section of the room a bed
made from the bones of 5 Baatezu, Abishai as well as a dresser made from
the bones and skin of 2 Yugoloth, Piscoloth, a full length mirror and a desk
and chair made from the bones of Orcs are found. 5 Shelves line a 15 feet
square area on the eastern wall in this section. They are filled with numerous
inconsequential items of varying size, shape and Plane of origin. Most of the
items are personal effects like a family emblem, house insignia on a ring
(with the finger still attached); small framed paintings, property deeds or any
other valued item from the victim. If the characters look closely they will
notice an item or two that belongs to one of them. This room is the personal
residence of the Alu-Fiend Pandemonia. The statues serve as practice
dummies for Pandemonia to help keep her fighting skills sharp. Her
spellbooks are hidden in an iron chest found under the statue of the Pit Fiend
in a 5 feet deep hole. The statue of the Pit Fiend requires a combined
strength of 40 to move it and reveal the hole. The iron chest is magically
protected with a Fire Trap (12 + 1d4 points of damage, save for half damage)
as well as physically trapped with Dust of Sneezing and Choking that is
rigged to burst if the chest is open. The dust trap requires two rolls for the
thief to make. First is to detect and the other is to remove. The trap can be
detected and deactivated by a thief who makes their "Remove Traps" roll by
half or more. The dust will effect all characters within 10 feet of the chest if
not removed properly.
Room #35This room is 20 ft x 100 ft. Deep ruts and groves adorn the
rune covered black walls and crimson floor of this room. The runes are a
history of the many foul deeds performed on the prisoners. The jailers, as a
way of tormenting the prisoners so they knew what their fate would be
engraved the runes. The marks on the walls and floor were caused by the
claws, hands and feet of the prisoners kept in the cells after the experiments
were performed upon them. Guarding the cells is 4 Yugoloth, Mezzoloth
carrying spears that will attack the party on sight.
AC -1
THAC0 11
Damage 1-6 + 6 / 1-6 +6 / 1-12 + 7 (Spear)
+2 or better weapons, Magic Resistance - 50%, Innate abilities Alter Self,
Animate Dead, Cause Disease, Charm Person, Improved Phantasmal Force,
Produce Flame, Teleport without Error, 10th Level Ability Burning Hands,
Cause Serious Wounds, Cloudkill (once per day), Darkness 15 radius, Detect
Invisibility (always active), Detect Magic, Dispel Magic (twice per day), Flame
Strike (once per day), Hold Person, Mirror Image, Sleep, Trip, Immune to Fire,
iron weapons, and poison, half damage from gas attacks, full damage from
electricity, magic missile and silver weapons, double damage from cold
attacks.
HP (10+20HD)
82

63

XP - 21,000 each = 84,000 total

75
70

Room #35A-E- All of the cells are 30 ft x 20 ft. Each cell is filled with
numerous creatures that were enslaved and brought here for
experimentation. The "creatures" in these cells are warped versions of other
monsters that are either magically or physically augmented. Each of these
creatures is missing a body part or a new one is grafted in an old limb's
place, their skin color maybe different or the amount of hair they have
varies. Something unusual is noticeable when looking upon the creatures.
These former slaves are in the early stage of their transformation into the
Keeps protectors and legions in Theleb's army. All these creatures stand in a
daze in their cells and make no threatening moves. If the cell door opens
they will fly into an uncontrollable rage and attack anything that moves,
including their other cellmates. The rage only ends after the characters leave
the cell for one turn. The following creatures are found in these cells: A - 10
Hobgoblins that are purple in color, around 8 feet tall with a crabs claw and
octopus tentacle for arms,
B - 20 Goblins that are 6 feet tall, green in color and have hooked hands,
C - 8 Ogres that are 10 feet tall, orange in color and have two long arms and
two short arms growing out of their sides,
D - 15 Orcs that are 8 feet tall, yellow in color and are each missing an arm
or leg,
E - 12 Lizard Men that are black in color, 9 feet tall and have spikes growing
on their tails.
Room #36This room is actually a set of hallways that lead to a
number of larger cells that hold some of the bigger creatures. 4 creatures
that look like normal skeletons carrying spears guard these hallways. They
are actually 4 polymorphed Tanar'ri, Babau which will attack the party on
sight.
AC -3
THAC0 13
Damage 1-4 + 1 (x2 Claws) / 2-8 (Horn) / 1-12
+ 7 (Spear)
Magic Resistance 50%, Gaze attack save vs. spell or under effect of Ray of
Enfeeblement, 9th Level Thief abilities, Corrosive jelly on body that causes
half damage from slashing weapons, + 1 or better weapon to hit, All hits
from weapons must make save vs. acid or lose one "plus" from the item,
normal weapons are destroyed, Innate Abilities: Darkness 15 feet radius,
Teleport without Error, Infravision, Dispel Magic, Fear, Fly, Heat Metal,
Levitate, Polymorph Self, Immune to Electrical and poison attacks, Half
damage from cold, fire and gas attacks, full damage from acid, magic missile
and iron weapons.
HP (8+14HD)
64

56

60
59

XP - 17,000 each = 68,000 total


The "creatures" in these cells are experiments in the making that are being
let to mature on their own. All the creatures are alive but in a state of

hibernation while they metamorph into their new form. The following
"monsters" are in these cells:
A - This room is 40 ft x 30 ft. There is a baby Wyvern that has 3 heads and 4
tails. It is multicolored and has bigger claws and mouths than normal.
B - This room is 40 ft x 30 ft. There is a (Fog) Giant that is black in color, has
large leathery wings, the legs of a Griffon and one arm of a Hook Horror.
C - This room is 20 ft x 30 ft. There are 2 Crocodiles that are brown in color,
have the tails of a Scorpion and the smaller eyes of a Beholder.
D - There are 3 Hippogriff's with the head of a Basilisk, a second set of Ogre
arms and the wings of a Black Dragon.
E - There is a green Lernaean Hydra with 8 different heads. Each head is a
large version of a Pyrolisk.
F - These are 2 purple Manticore bodies with the heads of a Medusa upon it.
G - There are 6 Grell with numerous shaped and sized eyes laid around its
head with the tentacles of a Rust Monster and beak of a Cockatrice.
H - There is a Froghemoth (FF67) with the mouth of a shark and its tentacles
are poisonous snakes.
Room #37This room is 50 ft in diameter. The ornately decorated walls
are pitted with burn and acid marks. Marred pictures from the fields of
numerous Prime landscapes are shown on the walls and ceiling. These
images depict the destruction and fear associated with some cataclysmic
event that is occurring. Entire kingdoms are being destroyed as people try to
flee in a hopeless effort. The pictures cause great awe at the size and scope
of the whole event. The floor is covered with images of a dark crimson mist
filled with pocket areas of land, castles, countries and strange worlds. In the
middle of the room, there is a 20 feet tall x 20 feet wide statue of a tentacled
creature bursting through the floor reaching in all directions. The statue is
surrounded by a pocket area that is bursting in all directions as well. This
room represents the Deep Ethereal Plane and what will happen when the
Elder breaks free.
Room #38This room is 100 ft x 40 ft. A strong smell of seawater
permeates this room. The floor is covered in seaweed, salt deposits and kelp.
A large coral tank (15 feet deep and 40 feet long) takes up over half of the
room in the eastern section. Inside the tank there are fish as well as a kelp
bed. The walls are adorned with images of underwater monsters and
creatures from the Elemental Plane of Water engaging in combat. Coral
made items are lying around the room as well as in the tank.
Room #39This room is 100 ft x 100 ft. The area is illuminated by a
large chandelier made from the bones of a Red Dragon where dark candles
burn in the toes and claws. Below the chandelier there is a huge circular
table and 20 chairs made with the bones of humanoids and covered with
their flesh. A carpet made from the dried skins of Fog Giants covers the floor
under the table. Man sized glass statues that resemble the races of Prime
and Outer Planar creatures that worship the Elder are located around the
room. The walls are covered with images of Undead creatures terrorizing the
living in cities, tombs, castles and the wilderness. The eastern wall of the
room is covered with one predominate picture, the symbol of the Elder

emblazed over a map of Oerth and surrounded by symbols that represent all
of the Inner and Outer Planes. On the floor near the eastern wall there are
numerous piles of different armor, weapons, sacks, pouches, supplies and
money (coins, jewelry and gems). All the items are nonmagical and some are
ancient and of a strange, unrecognizable design. These items are valued at
10,000 gp.
DM NOTE: If the characters approach the eastern wall, they will hear the
muffled cries of numerous creatures. These cries implore the characters to
help them. As they approach within 3 feet of the wall, many bonny hands will
appear from the wall and attempt to grab the characters. The wall is actually
a creature called a Living Wall. It will not attack the party but it will defend
itself from the attacks of the group. Listed below are the spells, magic items
and ability levels of the absorbed NPC's that the wall can use in combat. A
full description of the creature can be found on page 224-5 of the Monstrous
Manual. Behind the center of the Living Wall, there is a short hallway that
leads to a secret room. When the characters enter the room they are
immediately teleported to the 4th level. See end of this encounter for further
details. This is the only way to reach the 4th level of this keep. No other form
of travel will allow admittance to this area. Once the creature is defeated, the
wall will disappear and all magic items will fall to the ground. Make a save vs.
Acid to see what items survive the transformation back to the "real" world.
Any items that were changed to evil are permanently imbued with an evil
taint. Only a Wish spell can return them to normal.
AC -2
THAC0 Variable, see below
Damage Variable, see below
Magic Resistance 50%, Immune to planar and temporal spells, Speak with
Dead, ESP, and similar spells, Any character grabbed by an arm from the wall
must make a save vs. spell or be absorbed into the wall, Attacks against wall
cause stench -- save vs. poison or pass out, made save = nausea, Passwall
does not allow to you to go through the wall.
The wall consists of the following 7 NPC's with their respective spells, magic
items and weapons:
Magic Items: Wand of Steam and Vapor (UA97, 37 charges), Wand of
Illumination (19 charges), Dart of the Hornet's Nest (UA98), Powder of the
Black Veil (TM127), Powder of Confusion (901), Claw of Magic Stealing
(TM134), 4 Beads of Force, Drums of Panic, Goat of Travail, Necklace of
Missiles (4-4HD, 2-6HD, 2-8HD and 1-10HD Fireball), and a Rope of
Entanglement, +3 Large Shield, +1 Armor of Rage, +3 Armor of Missile
Attraction (Dwarf Sized), +4 Leather Armor, +2 Chain Mail, Bracers AC 0, 4
and 6, 2 Rings of Protection +3.
6th Level Fighter THAC0 9, (+2 Dwarven Thrower) Damage 1-8 + 6
8th Level Thief THAC0 14, (+2 Dagger of Resource, +2 Longtooth) Damage 16 + 5, 1-8 + 5
10th Level Priest THAC0 9 (+2 Rod of Lordly Might) Damage 1-8 + 5
Spells: Curse, Cause Light Wounds, Invisibility to Undead, Cause Fear

Dust Devil, Find Traps, Hold Person, Silence 15 feet radius


Cause Blindness and Deafness, Dispel Magic, Positive Plane Protection
Cloak of Fear, Cause Serious Wounds, Poison
Cause Critical Wounds, Dispel Good
9th Level Mage THAC0 18 (Dagger) 1-4
Spells: Burning Hands, Gaze Reflection, Darkness, Magic Missile, Shocking
Grasp
Continual Darkness, Knock, Melf's Acid Arrow, Shatter
Dispel Magic, Fireball, Gust of Wind, Lightning Bolt
Evard's Black Tentacles, Ice Storm, Shout
Cone of Cold, Wall of Stone
9th Level Paladin THAC0 2 (+5 Evil Avenger Bastard Sword {Evil taint})
Damage 1-12 + 13
Special Abilities: Detect Good, Cause 18 points of damage, Cause Disease,
Protection from Good 10 feet radius -1 to attack rolls
Spells: Darkness, Faerie Fire
7th Level Druid THAC0 11 (+2 Staff of the Woodlands UA95 {Evil Taint})
Damage 1-8 + 5
Spells: Create Water, Cause Light Wounds, Entangle
Heat Metal, Hold Person, Produce Flame
Continual Darkness, Spike Growth
Cause Serious Wounds
7th Level Ranger THAC0 11 (+2 Long Bow {12 arrows}, +2 Short Sword)
Damage 1-10, 1-8+1
HP (64HD) 310
XP - 84,000 total
Any character that wears a necklace of the Elder will be teleported to room
#47. All other characters that are teleported to the 4th level will arrive in a
random room. Each of these rooms has their own special effects that the
characters must survive. Upon leaving the rooms and entering the hallways,
the characters are safe from that rooms particular effects. In the hallways,
the characters will see a trail of Planar material leaving the room and floating
down the center of the hallway towards an unknown destination. (Room #48)
Roll randomly for each character to see which room they arrive in (#40-47)
and which part of the room they arrive in. Consult the following table for
character location in the room. All characters will arrive 5 feet from the wall
facing the center of the room. Those that arrive in the center of the room
always face the exit.
1
2
3
4

North
South
East
West

5 - Center
6 - DM choice

4th Level
As a reminder, the emotions of the characters will be very high strung and
battles will take a lot out of them. At the end of each battle, all characters
that were in melee will be required to make a Wisdom check with a 4
penalty on this level. If they fail the wisdom check the affected character will
desire to continue the fighting, even with other party members. If the
wisdom check is made, they will cease the fight when the enemy is defeated.
A save may be made each round after the enemy is defeated to come out
of the battle rage. All fighting is to the death and no character will have a
desire to not destroy their enemy, regardless of personal beliefs. Once in
combat, it is always be to the death.
All the senses are enhanced in this Keep (all levels). Sounds are louder,
smells are stronger and sights are more disturbing. These enhancements will
effect the characters with a 4 penalty to their saves related to all spells that
deal with the senses. A few examples are Stinking Cloud, Color Spray,
Blindness and Shout just to name a few.
This Keep is protected from magical intrusion by ancient enchantments as
well as iron being built into the walls, floors and ceilings. This Keep is unable
to be entered through any of the following spells: Dimension Door, Teleport,
Teleport without Error, Passwall, Word of Recall, Etherealness, Gaseous Form
or any other spell. The characters can use these spells only on a particular
level, not to move between levels or enter and exit the Keep.
The chaotic nature of the Elder Elemental God and the magic involved in the
Planar openings on this level as well as the ceremony that Theleb is
performing will have strange effects on spell casting. Since this level is the
one where the conflux of Inner Planar energy is most powerful, roll randomly
at the beginning of each round to see what Elemental Planes influence has
greater strength. Consult the table below for results. Treat each round for
spells as if you were on that particular Elemental Plane and under its effects.
Consult the PlaneScape material for further details. These effects will change
each round. Whichever sphere is dominant during a particular round, a
specialty priest, wizard or spell from that sphere will gain maximum effect
from their spells, this includes any characters in the party as well as the evil
party. An example is if during the round, Earth is dominant. A priest that
serves a god dedicated to or from the Element of Earth will be most
powerful. A Mage Earth Elementalist will get maximum effect as well. If a
character in the party casts a Stoneskin, Melf's Acid Arrow or any other Earth
related spell; they will gain maximum effect during that round. Reciprocally,
any caster or spells that is directly opposed to the dominant Element that
round will suffer the minimum amount of spell effect. There will also be times

where all the Elements share an equal footing and spell casting is considered
normal with no interference. The following table chooses the random effects:
1
2
3
4
5
6
7
8

Earth is dominant
Air is dominant
Fire is dominant
Water is dominant
Miscast Magic spell active
Nothing is dominant, spells act normally
Negative Plane is dominant
Chaos magic is dominant

Room #40This room is 40 ft in diameter. The temperature of this


room is very hot (about 120 degrees). The walls and floor are buried under a
dune of sand and dust. A strong breeze, from an unknown source, blows in
this room causing the dust to swirl around. Visibility is reduced to less than 5
feet. All characters must make a save vs. crushing blow or suffer 2d4 points
of damage from the blowing sand each round. If the save is failed, roll
percentile dice. There is a 50% chance of being blinded from the sand. If the
save is made there is only a 20% chance of being blinded. Any character that
spends more than 6 rounds in this room will receive 2d8 points of damage
each round from their skin being ripped off their bones. Characters in armor
will only suffer half damage from the swirling dust.
Room #41This room is 40 ft in diameter. The temperature in this
room is average with clear visibility. Large sharp crystals adorn the walls,
floor and ceiling of this room. These crystals sparkle and look very imposing.
Immediately after the characters arrive in this room they must make a save
vs. petrification or be turned to crystal. A Stone to Flesh spell will reverse the
effects of this transformation. Each round of movement that a character
makes will cause 1d4 points of damage with no save. Any character that
takes more than 12 points of damage from the crystals will have their
movement rate cut in half and any dexterity bonus they get for their Armor
Class will be lost as well until they receive a Heal spell.
Room #42This room is 40 ft in diameter. The temperature in this
room is average. The walls, floor and ceiling are covered with a thick coating
of salt. Once the characters enter the room they begin to be encrusted with
salt crystals that coat their entire body. All characters must make a save vs.
breath weapon each round or suffer 2d6 points of damage from dehydration,
save for half damage. Any character that spends more than 5 rounds in this
room, will become totally dehydrated and suffer an additional 2d10 points of
damage each round (no save) until they die or leave the room. Potions and
liquid spell components must make a save each round vs. acid or be
destroyed.
Room #43This room is 40 ft in diameter. A great haze of boiling
steam surrounds the characters as they arrive in this room. Visibility in this
room is down to less than 5 feet and the temperature of the steam is very
hot (250 degrees) and extremely damp. The walls and ceiling are covered

with steaming water that drips to the floor, which is covered with sediments
and forming stalagmites. All characters must make two saves every round
while in this room. The first save is vs. magical fire or be burned for 2d6
points of damage each round, save for half damage. The second save is vs.
breath weapon. Because of the high concentration of water in the air, the
characters are actually considered to be underwater and have a chance of
drowning. Anyone missing this save will suffer 2d4 points of drowning
damage and 1d4 to those that make their save. Anyone spending more than
4 rounds in the steam, without any protections, will drown. All powders that
are unprotected will be instantly destroyed if a save vs. acid is failed. Magical
cloth, wood and paper must make a save vs. magical fire or be destroyed.
Room #44This room is 40 ft in diameter. The walls, ceiling and floor
are devoid of any etchings or marks. The temperature in this room is average
but there is no air to breathe. The characters will suffer 2d4 points of
damage each round from a lack of air. Any character that spends more than
3 rounds in the room will die from asphyxiation.
Room #45This room is 40 ft in diameter. The smell of ozone is
overpowering in this room. The walls are made from metallic rich stone that
glows blue from lightning sparks. These sparks erupt in erratic patterns and
will arc out at any metal in the room greater than dagger size every round.
No save is allowed versus the damage from the lightning arcs. The more
metal a character wears or carries, the greater their chance of being hit. Also
the more metal worn or carried will cause more damage. Refer to the
following chart for probability of hits and damage suffered. Any resistance or
magical items that offer protection against lightning still work. Characters
struck for more than 20 points of damage wearing magical metal items must
make a save vs. crushing blow for each item or lose one magical "plus"
permanently.
Items Carried
Hit Probability
Dagger
10% chance
damage
Dagger and jewelry
15% chance
of damage
Sword only
20% chance
damage
Sword or dagger and jewelry
30% chance
of damage
Sword & Armor less than Chain
50% chance
of damage
Sword, shield & Armor less than Chain
75% chance
of damage
Sword, Plate Mail and shield
90% chance
of damage

Damage
1d4 points of
1d6 points
2d4 points of
3d4 points
2d6 points
3d6 points
4d6 points

Room #46This room is 40 ft in diameter. The temperature of this


room is extremely cold (about -40 degrees). The floor has a large symbol of
the Elder as well as the names of the creatures from the Plane of Ash. The

walls, floor and ceiling are covered with a thick coating of ash that swirls
around the room. The ash is so thick that visibility is reduced to 2 feet as well
as choking the characters causing 2d6 points of damage per round to those
that fail a save vs. breath weapon. Those characters that make their save
only suffer 1d4 points of damage per round. Any character that spends 4
rounds or more in the ash without proper protection will suffocate and die
regardless of the saves. The cold ash also sucks the heat out of the
characters causing an additional 1d6 points of damage each round with no
save. Potions and liquid spell components must make a save vs. cold each
round or be destroyed.
Room #47This room is 40 ft in diameter. The walls are covered with
the symbols of all the Inner and Outer Planes as well as with the emblems of
all the countries of Oerth. On the floor and ceiling there are symbols of the
Elder made from the bones of numerous creatures. These symbols are set
into the floor and ceiling and engraved with strange runes. These runes
identify the original creatures' country or Plane of origin. No strange effects
are present in this room.
Room #48(DM NOTE: READ ENTIRE ROOM DESCRIPTION FIRST
BEFORE RUNNING. IMPORTANT DETAILS ARE GIVEN IN MULTIPLE
AREAS.)
This room is 150 ft in diameter. This is the heart of the Keep, the area where
the Planar opens converge for the ceremony to bring forth the Elder
Elemental God from his eternal prison in the Deep Ethereal. As the
characters approach this room from the hallways their senses will be
bombarded with a multitude of sights, sounds and smells. An erie glow of
ever changing colors emanates from the end of the hallways. The characters
hear the sounds of the ocean crashing onto the shore, mixed with a strong
breeze, the sound of a roaring inferno and the cracking of stone upon stone.
The smell is almost overpowering as well with a mixture of ozone, damp
earth, seawater, sulfur and rotting flesh. When the characters enter the room
they are greeted with an amazing sight. In the center of the room there is an
opening in the floor that is blacker than the darkest night. All around the
room there are nodes, each having a different material in them. The flow of
material from the hallways will enter the room and move towards the ceiling.
From the 8 nodes in this room, a strong flow of material comes from the 4
largest nodes and a lesser flow from the other 4. (Check the list below for
information about which opening represents which Plane and the effects
from entering each node. NOTE: Any character that spends more than 5
rounds in these nodes, regardless of position in the room, will be transported
to the corresponding Plane. These are two-way gateways to those Planes and
the characters can travel there if they so choose.)
Capital F = Elemental Plane of Fire
This node is 70 ft x 70 ft at its furthest points. The entrance to this node is
completely engulfed in multicolored flames but very little heat escapes into
the main room. Any character that enters this node without the proper
protections will need to make a save vs. breath weapon or die instantly from
the 2,000degree temperature. Those making their save will receive 5d10

points of damage each round. All potions will instantly boil, magic items will
need to save each round vs. magical fire (at -2) and food, herbs and spell
components will smolder unless magically protected. When a character
reaches the far end of the node they are transported to the Obsidian Fields
on the Elemental Plane of Fire.
Capital A = Elemental Plane of Air
This node is 60 ft x 60 ft. The entrance to this node is unobstructed but a
strong breeze can be heard and seen. The wind is around 120 MPH and any
creature entering the node will be blown off their feet and swept deeper into
the room. There is a 35% chance of hitting a wall and doing 3d8 points of
damage from the impact. If more than 20 points of damage is done, the
character needs to make a save vs. crushing blow or receive a broken limb
from the impact. Beyond the center of this room the walls, ceiling and floor
are made of clouds that swirl in the breeze. Any character that steps onto
the clouds will fall through and be on the Elemental Plane of Air.
Capital W = Elemental Plane of Water
This node is 60 ft x 40 ft. The entrance to this node is a waterfall that begins
at the floor and flows up. Any character that enters the node will need a way
to breathe in water or will suffer 2d4 points of damage each round from lack
of air. The walls, floor and ceiling are covered in vibrantly colored coral. A
strong current is swirling from an unknown source and it will pull any
character in the salt water deeper into the room. There is a 25% chance of
hitting a wall and doing 3d6 points of damage from the impact. If more than
20 points of damage is done, the character needs to make a save vs.
crushing blow or a large section of flesh is torn off their limbs from the
impact. This impact will cause an additional 2d4 points of damage each
round from blood loss and salt water burning the wound. After 4 rounds in
the crystal clear water a character will drown without the proper precautions.
Any character that continues to the far end of the room will be transported to
the Elemental Plane of Water. They will arrive near a whirlpool that will suck
them deeper into the plane and away from the portal. Powders, spell
components and potions that are not protected from water must make a
save vs. acid or be destroyed.
Capital E = Elemental Plane of Earth
This node is 90 ft x 50 ft at its furthest points. The entrance to this node is
indented about 5 feet before ending in a wall of pure elemental stone. The
only way into the node is through the use of magic. Once a character uses a
spell or item to enter the node, they will be transported to the Elemental
Plane of Earth when they reach the far end of the room. Every 1d12 rounds
an Earthquake will erupt in this node for 1d6 rounds causing 6d6 points of
damage each round with no save. All characters must make a save vs.
crushing blow each round of the Earthquake for all of their items to see if any
of them are destroyed from the elemental forces. Air is scarce in this node
and will run out in 1 turn if only one person is present. The more people, the
quicker the air runs out. Each additional person will reduce the air supply by
one round. Thus 5 people will cause the "room" to lose all of its air in 5
rounds.

Small i = Para-Elemental Plane of Ice


This node is 30 ft x 30 ft. Huge spikes of ice form the entrance to this node.
The temperature in this node is beyond frigid (about -200degrees
fahrenhight). The walls, floor and ceiling are covered in a dark blue ice that
cracks and creaks as the characters put their weight upon it. Some of the ice
is hanging from the ceiling and walls in the form of stalactites. The
characters can hear the distant sounds of the howling wind and the creaking
of ice all around them. It is so cold that all characters that spend more than 3
rounds in the room will suffer the effects of hypothermia. Any noises greater
than a whisper will cause the ice to rumble. Any noise greater than a low
speaking voice will cause the ice to fall to the floor. Falling ice has a 75%
chance of hit the characters causing 2d4 points of damage from a possible
1d6 stalactites. Potions will freeze instantly and spell components that are
unprotected will be destroyed unless a save vs. cold (at -2) is made. Any
character that passes the far end of the room will be transported to the ParaElemental Plane of Ice.
Small o = Para-Elemental Plane of Ooze
This node is 30 ft x 30 ft. The entrance to this node is covered with a thick
wall of swirling ooze. Any unprotected creature that enters the room will
suffocate in 1d4 + 1 rounds. Any spell components that are unprotected will
be destroyed. Creatures' that passes the center of the room will be
transported to the Para-Elemental Plane of Ooze. Movement is similar to the
Plane of Water. Powders, spell components and potions that are not
protected from water must make a save vs. acid or be destroyed.
Small m = Para-Elemental Plane of Magma
This node is 30 ft x 30 ft. The entrance to this node is covered by a strange
waterfall of magma that falls from the ceiling and from the floor. The two
sections meet in the middle of the entrance and fall into the node. Any
character that doesn't take the proper precautions when entering the room
will find themselves in a "living" mass of magma. The magma is constantly
moving causing a great current that will pull the character deeper into the
node. Pockets of smoke exist within the magma that will choke the
characters if they breathe them. Once they reach the center of the node they
are transported to the Para-Elemental Plane of magma. Any unprotected
character will suffer 3d10 points of damage each round with no save. All
magic and normal items must make a save each round vs. magical fire at -4
or be destroyed. Potions, paper, cloth and other flammable items including
spell components will be instantly destroyed unless magically protected or a
save vs. magical fire is made.
Small s = Para-Elemental Plane of Smoke
This node is 30 ft x 30 ft. The entrance to this node is covered with a thick
screen of smoke that cannot be seen through. It rolls and swirls but never
enters the room. Any character that enters the room unprotected must make
a save vs. poison every round or die instantly. Those that make the save
suffer 2d10 points of damage from the smoke each round. Any character that

passes the center of the room will be transported to Para-Elemental Plane of


Smoke.
Neg. = Negative Material Plane
The entrance to this node is a 15 feet diameter hole in the floor directly
below the center of the Elder's symbol on the ceiling. Utter darkness greets
all those that look into its depths. A cold chill and the smell of rotting flesh
are quite strong here. No light from any source can penetrate the darkness.
Any character that enters the node without the proper protections will suffer
2d6 points of damage each round. After every 10 points of damage that has
been lost by a character, they must make a save vs. death magic or lose one
level of experience. This level loss is in addition to the damage received. If
the characters look closely (roll of 1 on a 20 sided dice, use one of the secret
rolls) they will see a set of stairs that leads into the darkness. The stairs will
take 3 rounds to transverse in order to reach the next set of rooms on this
level. These rooms are Theleb's personal chambers and lab (room #49-52,
see room #49 for description).
Room #48 description continued- The ceiling of this room is a mass of
dark crimson mist swirling around in erratic patterns. A huge symbol of the
Elder that takes up the entire 150 ft diameter of the ceiling can be seen
prominently through the mist. As the material approaches the symbol it is
absorbed and creates the multicolored illumination in this room. The
characters notice that symbol is quite bright and gets even brighter as the
minutes go by. As the symbol gets brighter, the more it seems to grow in on
upon itself, opening a portal (to the Deep Ethereal).
Around the room, the characters can see 5 hooded creatures kneeling near
the larger nodes. Standing near the center hole there are 2 other hooded
creatures, one with bonny hands, performing some sort of vile ceremony.
They are holding some sort of slime creature with tentacles on an altar made
of pumice, granite, coral and opal over the Negative Material Plane node.
This altar pulsates different colors that correspond with the 4 major
Elements. As soon as one of the characters enters the room, a great flash of
light explodes with a loud bang from the overhead symbol. The flash is very
bright and can blind any character that was looking up at the symbol. (Save
vs. death magic to avoid these effects.) {DM NOTE: The flash was caused
by the 4 elemental priests casting a Chaos Sphere spell in the nodes at the
symbol on the ceiling.} Once the flash occurs, 4 other creatures wearing
hooded robes will exit out of the 4 largest nodes in the room. Each of these
hooded creatures will be accompanied by an Elemental corresponding to that
particular node's Plane. The next round after these 4 new creatures arrive,
they will each turn towards the node and cast their strongest chaos spell into
the node. They then turn and face the ceiling symbol and aim their strongest
elemental spell there. The 2 creatures in the center of the room are casting
some spells at the creature on the altar simultaneously with the priests
casting and then push the altar and creature into the Negative Material Plane
node. While these spells by the priests are being cast, the 4 Elementals will
move towards the node that corresponds to the opposite Para-Elemental
Plane and enter it, destroying themselves in a blaze of brilliant activity.

Once this is done, the stream of elemental material moving towards the
ceiling symbol from all 17 Inner Plane sources increases 10 fold and becomes
more vibrant and powerful with each passing round. The 4 creatures will then
remove their hoods to reveal what they are.
The 4 hooded creatures that exited from the nodes are: a Derro priest
representing Earth, a Sahuagin Priest representing Water (these were never
seen by the adventurers before), a Githzerai Priest representing Air and an
Illithid Priest representing Fire (the ones from the Air and Fire Temples if they
survived, others are provided if they were killed). The two creatures around
the center hole are the Alu-Fiend Pandemonia and the Lich Theleb. The 5
hooded creatures around the nodes are a charmed human slave with the
Mind Flair, 2 Githzerai warriors, a Sahuagin warrior and a Derro warrior. When
all these priests and warriors see each other they will attack one another.
There is such a deep hatred between these races that they will try to kill
each other. The party will be caught in the middle as they are attacked as
well. Total chaos will reign as spells; magic items, rage and battle ensue in
this room. The longer the fight continues the greater the flow of energy from
the Elemental rifts will be. After 10 rounds of combat, the Elder will begin to
break through his prison gates and 10 tentacles will manifest themselves
from the ceiling of this room. Each of these tentacles is 50 feet long and will
have a unique power but the Elder can use only one power each round. The
tentacles must first grab the victim before the effect will occur. The tentacles
have a THAC0 of 8, 50 hit points each, a Strength of 20 and will cause an
additional 2d6 points of damage each round from constriction until removed.
The effect can only be used once on a grabbed character. Roll randomly for
the following tentacle powers:
1 Power Word, Blind (attack at -4, no save)
2 Feeblemind (Effects all characters Heal spell to cure, no save)
3 Lightning Grasp (10d6 points of damage, save for half)
4 Insane with blind Rage (Attack nearest creature only Heal spell to cure,
no save)
5 Harm (Reverse of Heal, no save)
6 Water Breathing (Suffocate in 1d4 + 1 rounds from lack of water to
breath, no save)
7 Flame Strike (8d8 points of damage, save for half)
8 Age Creature to Venerable (Restoration or Wish spells can restore)
9 - Vampiric Grasp (Drains Two Levels of ability of character touched)
10 - Flesh to Stone spell (no save)
When the 15th round after the priests cast their spells at the symbol arrives,
the Elder will be making his way through the portal. By the end of the 20th
round, he will have arrived. Between all of the Elemental Magic, chaos and
rage from the battle, this has enabled Theleb's plan to open a rift into the
Elder's Deep Ethereal prison to occur. If the battle reaches the 15th round the
adventure is over. The Elder breaks free and all is lost. But if the characters
can stop the ritual before that time, then the ritual is broken and the Elder
remains trapped in the Deep Ethereal. The characters can stop the ritual by

killing all 4 priests of the Elder that appeared from the nods before the 15
rounds are over. This is the only way to stop the ritual. The priests act like
conduits for the power of the Elements to be channeled through their
presence. If they are dead, the channel is broken and the power cannot
move to free the Elder. Once the first character enters the room, the ritual is
already under way. Theleb timed the start of the ritual so it would gain
maximum effect from the party's presence as well as the priests hatred and
rage for one another. Use the round where the 4 priests cast their spells at
the ceiling symbol as round number one and count from there. If the
characters kill all 4 priests before the 10th round then the tentacles will not
appear. But Theleb can still be alive after the ritual is broken and hamper the
characters' victory celebration.
DM NOTE: The Elementals will fight the characters on their way to the ParaElemental nodes. But they will only stop to fight the characters until the
priests have gotten off their spells towards the ceiling symbol of the Elder.
After that time, they will disengage from combat and sacrifice themselves on
the orders of the priests. If Theleb survives after the ritual is thwarted, he will
create Darkness 15 feet radius and exit into his inner sanctum (room #52)
down the spiral staircase in the Negative Material Plane node. There he will
wait for the characters to either leave the Keep or follow after him. He is
setting a trap that will hopefully end the lives of those meddlesome
characters. Pandemonia will most probably die in this encounter but if she
survives, she will follow Theleb until the end. If the characters are in dire
straights, Angelic will reveal her true form and attack Theleb and his
followers with all her powers to stop the ritual.
AC 2 (Air)
THAC0 9
+2 or better weapons to hit

Damage 2-20

HP (12HD) 85
AC 2 (Earth)
THAC0 9
+2 or better weapons to hit

Damage 4-32

HP (12HD) 90
AC 2 (Fire)
THAC0 9
+2 or better weapons to hit

Damage 3-24

HP (12HD) 80
AC 2 (Water)
THAC0 9
+2 or better weapons to hit

Damage 5-30

HP (12HD) 75
XP - 7,000 (Air) + 6,000 (Fire, Earth, Water) + 15,000 (Pandemonia) + 20,000
(Theleb) + 12,000 each (Priests) + 7,000 each (Warriors) + 5,000 story
award = 149,000 total

Room #49(DM NOTE: See Negative node in prior room


description for details on entrance into this room.) This room is 50 ft
x 70 ft. A spiral staircase leads from the portal in room #48 into this room. If
any creature falls off the stairs they are lost in the Negative Material Plane
until they can find a way out. This path is the only way in and out of this
section of the Keep. When the characters want to leave this area they will
have to exit through the spiral stairs. The level drain is not cumulative with
damage incurred from the decent. The process starts all over with the
damage on the return trip. This room is ornately decorated with numerous
pieces of art, jewelry, gems, and items from all the different Planes. Shelves
filled to capacity line the walls of this room. Tables made of gold, bronze and
silver are covered with fine linens and exquisite housewares made with
stunning detail in all the precious metals. Gold statues of varying sizes fill in
the spaces around the room. Unspeakably beautiful gems from the different
Planes are scattered around the tables. It seems like a treasure trove of
several lifetimes of collecting. The items in this room are above value.
DM NOTE: The items in this room are actually an illusion. It is an advanced
version of Fool's Gold that masks the true identity of these items. They are
really broken pieces of furniture, lead statues, rags, stones and other
common items. Only a True Seeing spell or other such item will show what
the items actually are. The illusion will persist for 1d4 days after the items
leave this Keep before reverting to their normal form.
Room #50This oddly shaped room is 100 ft (30 ft) x 70 ft (10 ft).
Three of the walls in this room are covered with magical moving pictures of
the Elemental Planes. These pictures portray images of the most destructive
areas of these Planes and show their full force. A number of 10 feet diameter
metal tables with maps upon them fill the remainder of the room. The
western wall of the room has a large scale map of Oerth with many marks
placed upon its surface. It appears to be a battle plan with the majority of
activity emanating from the 4 Elemental temples and this Keep. There are
also areas that the characters have never been to before that reveals activity
of some sort. Near the secret door there is a 6 feet tall creature made from
platinum. It is working at a table moving some pieces around a board. The
board is a smaller map of one of the countries of Oerth, The Great Kingdom,
and outlines a battle plan and intended targets. The other tables around the
room are similar in that they are maps of Oerth countries with battle plans
drawn on them. There are also maps of strange cities that are not on Oerth
with battle plans drawn on them as well. The platinum creature is a
Metagolem and it will turn towards the party and ask them to please identify
themselves. When they speak the Golem will warn them to leave
immediately or it will have to kill them. If the characters make any moves
toward the Golem, it will attack with its spells and then use its fists to repel
the characters. As it battles' the characters, it will babble incessantly about
many different subjects that have nothing to do with the previous subject
and make no sense.

DM NOTE: The Extraplanar pictures on the walls will cause Fear in


characters that stare at them for more than 2 rounds. Any character that
fails a save vs. paralyzation will flee the room for 1d12 rounds. The maps on
the tables that are not from Oerth can be any campaign setting you as the
DM choose as a hook. This is to help allow another adventure of your own
design or a lead to another storyline. You can also use the areas on Oerth
that your characters have never been to as an adventure hook that may
have nothing to do with the Elder Elemental God. This is an opening for the
DM.
AC -2
THAC0 11
Damage 9-90 (Fist)
th
Spells at 10 level of ability: Fireball, Flaming Sphere, Fly, Magic Missile,
Stinking Cloud and Web, Immune to all illusions, charms and alteration
spells, Electricity adds power back to Golem.
HP (9HD)

40

XP - 4,000 total
Room #51This oddly shaped room is 100 ft x 70 ft at its furthest
points. A very elaborate alchemy lab and spell research facility is found in
this room. There are numerous instruments, jars, containers, scrolls, and
books that cover the many tables and workbenches around this room. The
walls are adorned with drawings of magical devices (some of which are
recognizable to the characters), formulas for potions and powders of
unknown products, as well as half written spells or ideas for spells all written
in Drow. Pictures of demons and evil creatures being held captive and being
forced to serve are also found amongst the writings and runes. The writings
are insane thoughts for new potions and solvents that can be used in the
creation of undead and Elemental creatures from the living. These writings
make little sense to non-spellcasters. But they will cause any spellcaster
looking at them to make a save vs. Death Magic. A failed save will cause the
mage or priest to go insane. Only a Heal or Restoration spell can reverse
these effects. Making the save, the mage or priest will get an extreme
headache that will cause a -2 initiative penalty for all spell casting for the
next 24 hours. But they will receive some insight into the creation of undead
that can be used at a later time if so chosen by the character. Any character
that follows a Lawful Good deity will be corrupted from this knowledge if their
saving throw is failed. They will need to perform some later task for their god
for this transgression. The following potions and powders are in this room:
Potion of Absorption, Aging, Arcane Comprehension, Blindness, Childishness,
Clay, Delusion, Dragon Breath (Red), Elixir of Madness, Explosions, Giant
Control, Gluttony, Growth, Human Control, Magic Blocking, Magnetism,
Monster Creation, Pestilence, Poison, Power, Rage, Undead, Vampirism,
Vitality and Powder of Confusion, Damnation, Gardenia and Mojo.
Room #52This oddly shaped room is 120 ft (50 ft) x 70 ft (10 ft). This
room is the real treasure room and personnel residence of Theleb. Theleb is
waiting in this room for the characters and will attack when they all enter.

There are bookshelves covered with ancient texts, scrolls and jars of
preserved monster parts for exotic potions. A large section of the room is
dedicated to the living area for Theleb. There is a single adamantite desk and
chair with a quill and stack of scroll paper next to a closed book. A small bed
that doesn't look to have been used in years sits near the desk. A large
chandelier made from a black metal burns numerous candles that illuminate
the room. The rest of this room is ornately decorated with countless pieces of
jewelry, gems, and unique items from all the different Planes. The shelves
are filled to capacity, lining the walls of this room. Tables made of gold are
covered with fine linens and exquisite, hand designed pieces of art. They are
made with stunning detail in all the various precious metals. Gold and Silver
statues of varying sizes depicting Elemental creatures fill in the spaces
around the room. 5 adamantite chests are also found in this room. There are
magically trapped with Fire Traps (20 + 1d4 HP) as well as mechanical traps
with death poison on them, save vs. poison or die instantly. All the chests
have a group of 4 Dread's residing in each one, waiting to leap out at the
party with their axes in hand. The "treasure" items in this room are valued at
over 50,000 GP. The following magical tomes are also found in this room:
Book of Vile Darkness, Book of Infinite Spells, Book of Binding Souls, Libram
of Ineffable Damnation, Libram of Keeping, Libram of Legends (Chaotic Evil),
Libram of Teleportation Arches, Manual of Golems, Manual of Bodily Health,
Manual of Dogmatic Methods, Manual of Quickness of Action.
AC 6
THAC0 17
Damage 1-12 (Axe) / 1-4 (Claw)
Immune to poisons, paralyzation as well as Sleep, Hold, Death, Shatter,
Disintegration Charm and cold-based spells, Half damage from edged or
piercing weapons, full damage from blunt weapons, Attacks act like Ring of
Vampiric Regeneration, Turned as Shadows.
HP (3+3HD)
25
19
20
24
25
21
22
26
23

20

22
18
23
17
16
14
19
13
10
20

XP - 1,400 each = 28,000 total


The following magic items and treasure are in these chests: Mace of
Disruption, Planar Fork, Loriell's Gown, Trident of Elemental Death,
Horseshoe of the Gray Waste, Crystal Ball II (Sending pg.346), Quill of
Copying, Ring of 3 Wishes, Robe of the Archmagi (really a Robe of
Powerlessness), Scarab of Death, Theleb's Spell books.