03.2 · The Almanac

# The Almanac

This section will probably be referenced by the DM more than any other in this box. Here is where you’ll find detailed information about many of the celestial bodies within the Astromundi Cluster. Each of the most important asteroids, worldlets, and other sub-planetary bodies has its own entry and description. For each entry, dominant races, population, resources, imports, exports, and alliances are provided for use in your campaign.

Also included are a number of interesting NPCs who can be used to add spice to any Astromundi campaign. These NPCs can be used at any time, either dropped into an encounter to lend it personality, or as merciless opponents.

Last but not least, the Almanac has maps and descriptions of several important locales for use in your own adventures. An illithid infested mine, an Antilan shipyard, and the mysterious Isle of Banshees are all detailed here.

## Key to Celestial Bodies

Each of the descriptions of the Astromundi Cluster’s various bodies are broken into several categories, which are described below.

Type: Standard spelljammer terminology is used to describe the type of celestial body, whether it’s a fire body, live body, or earth body. The overall shape of the body is described as well, for example: ring, amorphous, cube, etc.

Size: While many celestial bodies are difficult to describe in absolute terms of size due to their shifting form, average diameter remains fairly constant.

Population: The average resident population of a given celestial body. Transient populations are not considered part of a body’s population.

Primary Inhabitants: Most bodies are populated by one racial type, or one dominant type. Bodies that have no clear-cut dominant race are listed as mixed.

Natural Resources: Most planets have at least one naturally occurring item that can either be sold or turned into something that can be sold, or that can fill the role as a necessity item such as food, water, or building materials. When trying to sell items to a settlement which produces them as a natural resource, a trader will only be able to get 75% of the price listed on the Raw Materials table (Chapter 2).

Imports: These are the things that the inhabitants of a body must import to function, or to maintain the level of comfort to which residents have become accustomed. When selling such goods to a body that has those goods listed as an import, shrewd traders can receive two to three times the listed selling price.

Exports: Most settlements sell or trade things to other settlements. This section lists the things that a particular body sells to incoming traders. Merchants who try to sell goods to a settlement that exports those goods will only receive 50% of the normal price for those goods.

Seen From Orbit: A description of the body as seen from a distance when a ship approaches it.

Description: What the place is like, as well as an overview of what is going on with the people of that body. In some cases this will be broken down even further, as in the case of gas giants and their moons, where there is more than one location in question.

Spelljammer battle

### Avarien

Type: Live cluster, infinity vines

Size: 550 miles

Population: 36,000

Primary Inhabitants: Elves only

Natural Resources: All necessities, building materials (organic)

Imports: Spell components, inorganic building materials, metal ores, finished metal weapons

Exports: Foodstuffs, Megalier wine (30 gp/bottle), star charts, transport services (not technically an export, but the most lucrative money-maker the elves of Avarien have)

Seen From Orbit: A twisted mass of wildly growing vines that twine and curl about one another in ever-tightening knots. The whole mass seems to be somewhat hollow, as if the vines have grown into a thick sphere. Lights flicker dimly in the interior, but these could be the dim light of the constellations seen through breaks in the foliage.

Description: Avarien is the largest elven settlement in the Cluster, and the only one that has regular dealings with other races. Like Giltiond, the other major elven settlement, Avarien is comprised of infinity vines that have twined themselves about large clods of earth and globules of water. This creates a solid surface upon which the elves have constructed elaborate dwellings, using the organic building materials that are readily available.

From a distance, Avarien does not look like the home of an intelligent race, or any race at all. The vines have grown wildly and curled back around themselves, creating pockets of open areas. These pockets are where the majority of the elves live, tucked into their beautiful homes and away from the prying eyes of other races. No visitor to the area surrounding Avarien has ever lived to see one of these homes, nor is it likely that they ever will.

Traders coming to Avarien should be warned not to approach too closely. Those used to dealing with the elves know to wait within the settlement’s gravity plane until a flitter-borne envoy arrives to give instructions. Usually, the envoy will be the one who haggles over prices and cements the trade agreement. Then elven ships will come out to the trader to receive the cargo and make the necessary payments. This keeps everyone well away from the homes of the secretive elves.

If anyone ever does manage to penetrate the thick veil of infinity vines that surround Avarien, their breath will be stolen by its beauty.

The Grand City of Avarien has been woven from the living infinity vines. The vines grow in twisted spires and whorled constructs that seem to defy gravity. Rather than travel along earthbound roads, the elves of Avarien have grown interconnected skyways that allow them easy access to the many levels of the city.

The secret of Avarien is that it is the only elven shipyard in the Cluster. Here is where the graceful elven craft are grown from natural materials and prepared for flight. Armadas cannot be constructed here, but the shipyards can create a man-o’-war in a month or a flitter in a week. Repairs can also be taken care of here, though the elves will not repair the ships of outsiders.

The elves of Avarien are also virtually the only guides for traders wishing to go out of the sphere. For a very high price (10% of the total value of the ship’s cargo) the elves of Avarien can be convinced to take a merchant out of the Shattered Sphere.

The disadvantage of this is the high price the elves ask for their services, and the fact that an elven ship must be hired to transport the trader’s goods. This is very expensive, usually running around 1,000 to 2,000 gp. The elves won’t say why they have to use their ships, because this would give away the secret of the Cluster (that only living ships may leave it).

Avarien elves are also known to indulge in piracy of ships that venture too close to their growing home. Even the Antilans have learned to give this area a reasonably wide berth. Twice the Sun Mages have tried to punish the Avarien elves for attacking Antilan ships and twice the Sun Mages have been repelled. The Avarien elves are intelligent enough not to push their luck, though, knowing quite well that a sudden attack by a crystal citadel could easily breach their defenses.

No one really likes the elves of Avarien, mainly because of their extortive prices and their habits of piracy. The dwarves are the only ones that tolerate the elves, regarding the elves as mercenaries much like themselves. Of course, the dwarves keep their opinions of the elves to themselves so as not to damage their reputation among the other races.

Despite the fact that no one cares for them, Avarien is rarely attacked because of its formidable defenses. The infinity vines have a rapport with the elves who live among them and will attack any non-elven ship they come into contact with. Such attacks quickly mire a ship in a weave of tough, green vines, immobilizing and making them an easy target for the crack Home guard of Avarien.

Only the goblinoids actively threaten Avarien, leading vicious strike attacks against elven ships outside of Avarien and selling the crews into slavery. If the goblinoids gain any allies within the sphere, there is a very good chance that they could become more than a nuisance for the elves of Avarien and elsewhere.

Assungy Lustros, 12th-level Elven Fighter

AL LN; AC 1 (-3 vs. missiles); MV 12; hp 85; THACO 9; Str 16, Dex 14, Con 17, Int 14, Wis 13, Cha 15

Equipment: Elven chain mail +2; large shield +1, +4 versus missiles; longbow +1; scimitar of speed; 24 sheaf arrows

Description: Assungy is the leader of the elven Home guard, and the highest ranking elf that visitors to Avarien are likely to encounter.

In appearance, Assungy is much like any other elf of the Cluster, being short and dark of skin. He is more heavily muscled than average, and wears open-necked shirts and short pants to accentuate his physique. His eyes are the color of a green opal, with tiny flecks of red seeming to flicker around his pupils. Heavy scarring at the temples and across the bridge of his nose bring these piercing eyes to a viewer’s attention, as do the tribal tattoos that spread across his forehead, over his eyelids and down his cheeks. Overall, he has the look of a very dangerous, very feral elf.

Unlike many of his kind, Assungy doesn’t hate outsiders. He long ago came to the realization that Avarien needs to grow to survive, and it can only grow through the integration of outside blood. He is, however, an elven purist. This has led to something of a dilemma; he wants to expand the elven bloodline, but among the shrinking elf population this is all but impossible. The only answer lies in elves outside the Cluster, or non-elven bloodlines. The last answer terrifies Assungy, as he knows it will spell the end of the elf race as they are subsumed into the polyglot gene pool of the Cluster.

Assungy takes his job in the Home guard very seriously, and will take no impertinence from those in his territory. Visitors to Avarien are advised to treat this warrior with admiration and deference. As long as he is not challenged, Assungy can be very easy to get along with. Obstinate characters will find themselves facing every difficulty that Assungy can place in their way. Politeness is a watchword among any elf population, but especially around Assungy.

Assungy’s followers admire him, though they are a bit leery of his unyielding attitudes. They sometimes resent the fact that they are pushed into near-impossible situations, but grudgingly admit that Assungy can generally pull them through any scrape he gets them into. No one would willingly cross Assungy, and despite their reservations the elves’ loyalty is complete.

### Barukhaza

Type: Earth asteroids, irregular

Size: 75 miles

Population: 22,000

Primary Inhabitants: Dwarves

Natural Resources: Minerals

Imports: Food, water, clothing

Exports: Finished weapons and armor, finely crafted jewelry and gems, dwarven mercenaries

Seen From Orbit: Barukhaza is a cluster of dead-looking asteroids. There are no surface structures, but the exteriors of the asteroids are littered with what appear to be excavations. In spots, what look like portals have been hewn through the rock and dim lighting is visible through them. At sporadic intervals, steam explodes from various chimneys scattered across the asteroids’ surfaces.

Description: This cluster of asteroids is the home of hardened dwarven miners who have turned to mercenary work as their mines played out. Now the asteroids are mostly hollowed out shells filled with dwarven homes and forges.

The dwarves here have also gained a reputation as weapon and armor crafters, and due to market demand now turn most of their mined ores into tools of war. These fetch a very high price on the market (usually half-again to twice the standard price) and are of unusually fine quality. These weapons and armor are worn by all the mercenary troops of Barukhaza, which only stands to make the dwarves more valuable to those in need of military might.

Fighting Humber Ulks

Hundreds of years ago, when Barukhaza was at its zenith as a mining colony, the Antilans came with an offer. The dwarves could be enslaved, or they could sell their ores to the Antilans at a reduced price. Realizing they could never resist such a powerful enemy, the dwarves agreed to the terms of the “treaty” and provided quality ore for economy prices.

Relatively recently, dwarven representatives managed to renegotiate the treaty. In light of their depleted ore reserves, the dwarves agreed to supplement their dwindling metal shipments with mercenary work. Since the new treaty went into effect, the dwarves of Barukhaza have become almost as feared on the battlefield as the dread Sun Mage Warlocks.

Their well-earned reputation as powerful warriors has led the dwarves into the employ of almost every race in the Cluster. As long as they are not fielded against the Antilans, the dwarves are more than happy for the work. After all, it furthers their own plans for conquest.

Dwumor Barethold is the leader of the dwarves here, and is the most cunning among the Four Kings. He has used his position to maneuver in close to the Antilans, increasing their dependence on dwarven troops even as the Antilans are trying to phase them out. By providing hardened troops capable of dealing massive damage to enemy units, Dwumor has forced the Antilans to shelve their suspicions that the dwarves may have bigger plans than they are letting on.

And, indeed, the dwarves do have some big plans. Dwumor is intent on raising his status among the Four Kings, and to do that he needs to find a new mine for his people. What he hopes to do is shift the trade balance between his settlement and the Antilan government. If successful he will provide the Sun Mages with powerful troops in exchange for a few asteroids selected from the Shakalman Group.

While it is unlikely that the Antilans will jump at the offer, they would probably agree if the dwarves would sell the ore from those mines at a reduced price (at least to the Antilans). Should Dwumor succeed, he will no doubt increase his prestige and that of his people. Not only that, but he will be within easy striking distance of the Antilan mines within the Shalalman Group.

Should the dwarves become firmly entrenched here, they would be quite capable of disrupting Antilan mining operations and use the asteroids as bunkers to protect themselves from Sun Mage retaliation.

Dwumor is also open to approaches from groups dedicated to the overthrow of the Antilan government. If such groups can escape Sun Mage notice, the dwarves will be more than willing to shelter them and allow anti-Antilan forces to use abandoned asteroids as their base of operations. If these groups endanger the dwarves, however, Dwumor and his people will happily turn them over to the Antilans, scoring points with the Sun Mages and protecting their own hides.

Rukka Barethold, 8th-level Dwarven Fighter

AL NG; AC —1; MV 6; hp 60; THACO 13; Str 17, Dex 12, Con 16, Int 15, Wis 13, Cha 13

Equipment: Plate mail +1, shield +2, arquebus, battle axe

Description: Rukka is the grandson of Dwumor Barethold, ruler of Barukhaza. Unlike his wise grandfather, Rukka is a wild one; he is a dwarf with little regard for tradition and a serious fascination with adventure.

Raised within Barukhaza by his parents, Rukka spent most of his early days being groomed for the crown. Though it was impossible for Rukka’s father to inherit the throne (heirs must skip a generation), Rukka seemed to be the leading choice to be the next king. Rukka was schooled in the sciences of diplomacy and leadership during the day, and his evenings were spent sneaking down to learn the art of hammer and shield among Barukhaza’s mercenary troops.

Though he managed to keep up with his studies for a while, Rukka betrayed himself with too many long hours practicing his fighting skills. After falling asleep during his tutoring sessions one too many times, Rukka fell out of favor with the throne.

Rukka couldn’t have been happier. He was no longer in the running as heir to Barukhaza and began using this as an excuse to avoid classes while learning more of what it took to be an adventurer. Eventually, Rukka managed to get permission to leave Barukhaza to seek his fortunes with a mercenary company.

Though less than twenty cycles old, Rukka became a powerful leader among the mercenaries. His training in diplomacy allowed him to work the best deals for his unit and his leadership paid off more than once on the battlefield. Eventually he came to lead his unit, and Rukka’s Regulars became a feared and respected enemy.

Rukka led his soldiers across the sphere, blazing a trail of adventure and success wherever he traveled. He fought on both sides of the Antilan/illithid wars, scoring great victories for both employers. For a time he served as a neogi guardsman, but the easy life chafed against the Regulars and Rukka himself. The mercenary troop left with full purses and no hard feelings, in search of grand adventure.

Now Rukka has returned home to Barukhaza, sure that he can regain the favor of his grandfather and get back in line for the throne. Rukka has been unsuccessful so far, but is gaining on his nearest competitor. His cousin Bauki Grimdroll is still the leading choice, but Rukka may be able to overwhelm Bauki with feats of valor so admired by the dwarves.

If the characters encounter Rukka (likely, since he’s always interested in swapping tales with other hero-types), he will be very friendly, though somewhat annoying with his constant games of one-upsmanship. No matter how great a tale the characters have for him, he’ll have one better. Anyone openly calling him a liar (though often he can be caught mixing up his stories) will have to face his wrath, as well as the hundred or so members of Rukka’s Regulars.

Characters who sit back and listen without contradicting the dwarf will find themselves on good terms with one of Barukhaza’s most influential warriors. This has its downside as well: characters may be hired by Bauki to spy on Rukka, or the other way around.

If the party become friendly with Rukka, the blustery dwarf captain could very well take them across the Cluster. Known for restlessness and extended wanderings, Rukka is also known for his habit of taking those who happen to be near him along for the ride. Such adventures will surely be outrageously dangerous, as those are the only kind Rukka will spend time on. Of course, characters who come to him with a particularly dangerous mission may find a powerful ally for just that reason.

### Boyarny

Type: Cluster, earth

Size: 610 miles

Population: 380,000

Primary Inhabitants: Varan

Natural Resources: Wood, food (primarily vegetables and fruits), livestock

Imports: Metals, gems, clothing

Exports: Food (fresh and dried fruits and vegetables), animal breeding stock

Seen From Orbit: The Boyarny asteroid cluster is a green place. Everywhere are lush fields of vegetables, or orchards whose trees are laden with various fruits.

All in all it appears to be a very pastoral place, with lovely meadows and even small forests. The most noticeable feature is a complete lack of water on the surface. Ice crystals can be seen tied in orbit, trailing globules of water as they melt, and these are obviously the source of this cluster’s liquids.

Description: Boyarny Varan are the only large group of that people who have not been brainwashed into accepting illithid rule. So far the illithids have not demanded that the Boyarny bow down to them, a situation that may change at any time.

Over the course of generations, the Varan of Boyarny have established themselves as trade barons. Their delicious fruits and vegetables are considered exotic delicacies by virtually all other races (save the illithids and neogi who prefer redder fare). These foods are the key to the Varan success, because they will grow only in the native soil of Boyarny and in that cluster’s specific ecosphere.

The Thoric allied themselves with the Boyarny Varan long ago, trading ice chunks for fruit and livestock. This has proven to be mutually beneficial to both races, giving each much of what they need to survive. They still continue this practice today, and the Thoric have even gone so far as to hire themselves out as guards on Boyarny trading ships.

Despite their fabulous success as traders, the Varan of Boyarny are still not fully trusted by most races. The Thoric trust them completely, and the Calidians have begun to accept them (though professional pride keeps them somewhat aloof), but all other races view them as something slightly lower than amoeboids. Even the other Varan feel this way, thinking that their Boyarny relatives are traitors to their masters, the illithids.

The Boyarny Varan have done their best to ignore these prejudices, but are starting to get a bit angry and a few are thinking of living up to that reputation.

If this should happen, the trading scheme of the Cluster is going to change somewhat. The Varan will likely begin a cutthroat campaign with other produce-shipping traders, doing what they can to force competitors out of the market.

The leader of the Boyarny Varan is Luke Hashtal, a handsome man in his early thirties. He is respected by all the Boyarny Varan, and is reckoned a shrewd trader by all who know him. Behind him in influence is the lovely Rahne Kistra, a merchant princess with a penchant for making difficult deals. As long as these two retain their leadership, the Boyarny Varan will remain ethical traders.

These leaders are also behind Boyarny’s recent attempts to gain information concerning the illithids. They have authorized the hiring of outsiders to investigate illithid actions, and are currently collating their findings.

In the future, they hope to turn this information to good use. Specifically, they want to free their Varan brethren from the tyranny of the illithids. They would like to see a Varan nation, and are sure that others of their race will want the same. What they do not understand is the complete brainwashing that their relatives have undergone in their years of servitude to the illithids. Even if the Boyarny were able to free their race from the illithids, it is very unlikely the other Varan would want to join the Varan nation, and would most likely just go right back to the illithids.

If the Boyarny do attempt to form a free nation of Varan, it is almost assured that the mind flayers will attempt to crush them once and for all.

Rahne Kistra, Varan Fighter

Rahne Kistra, 9th-level Varan Fighter

AL NG; AC 3; MV 12; hp 68; THACO 12; Str 14, Dex 15, Con 13, Int 15, Wis 14, Cha 15

Equipment: Chain mail, long sword, medallion of ESP (90’ range)

Description: Rahne is an attractive woman in her early thirties. Her hair is cut down to the scalp along the sides of her head, and allowed to grow long on top and down the back. Her skin is pale and somewhat sallow (like most all Varan), but her eyes are a sparkling blue that more than compensates for her bland skin coloring. Her most distinguishing feature is the great nose ring that she always wears. The ring is of gold and jewel encrusted, stuck through the flesh of her left nostril. A fine silver chain joins the ring to an earring in her left ear lobe.

Upon first meeting Rahne, most people are struck by her calm and self-assuredness. Unlike most traders, Rahne looks a client straight in the eye and shows none of the greed all too common in her line of employment. Her voice is smooth and soothing, capable of phrasing a demand like a request that can’t politely be refused. And politeness is very important to Rahne; she will do whatever is necessary for politeness sake. It is said that is how she ended up with her interesting piercings: being too polite to a neogi during a deal.

Of all the Boyarny Varan, Rahne is the most trusted by outsiders. She is known to have a word of bonded platinum and always delivers on her end of the deal. Other traders aren’t particularly happy about her success, but no one carries a grudge either. She built up her clients honestly, without gouging her competitors, and Rahne has never resorted to the sort of backstabbing and thievery expected of the Varan.

Rahne also has a reputation as a risk taker, someone who is never afraid to brave the unknown. In her time as a trader, she has managed to trade with illithids very near to Ushathrandra, only just escaping with her skin intact. Rahne has also led secret missions against the neogi of Ironport, sneaking in to steal trade route maps and other important mercantile information. This should have been her downfall, but other traders hid her until the danger was over. Rahne had insured their loyalty by making copies of the stolen information for anyone who helped her.

Rahne’s main mission in life now is to discover the secrets of the illithids. She firmly believes that she can be instrumental to the defeat of the illithids, if only by gathering and distributing information about them. Anyone with little known facts about the mind flayers can win a few silver or even gold bars from Rahne. This is a well known fact, and a good way for characters to get to know her. If Rahne consistently buys information from the same people, she may offer them a very special sort of employment.

Characters who accept such jobs will be sent to actively seek out illithid secrets. They will be expected to do whatever they can to find out just what sort of weaknesses the illithids have, as well as the exact details of their strengths. In short, they will become agents charged with finding the easiest way to cripple the mind flayer forces. Though it is not recommended for those hired to do these jobs to actually hunt illithids, it is rumored that proof of an illithid kill (usually the left hand of a slain mind flayer) will earn a bonus of some sort. This isn’t exactly true, but if characters bring back proof of a significant number of illithid kills, they will receive ships better equipped for their fight as well as any spare magical items Rahne may have.

Rahne’s spy network has grown so large that she now has little time to oversee her trading house. She still travels with a trading vessel, but this is more of a front than anything. Particularly important deals or difficult clients may receive special attention from her, but for the most part the day-to-day business is left in the hands of her employees.

### Calimar

Type: Gas giant (moons: Sultamar, earth and fire; Calamed and Amaron are both earth)

Size: 100,000 miles (moons: Amaron, 10,000 miles; Calamed and Sultamar both 1,000 miles)

Population: 2,400,000

Primary Inhabitants: Calidian, conquered by Illithids/Varans

Natural Resources: Minerals, metal ores, water, shadowstone

Imports: Food, equipment, finished goods

Exports: Metal ores, gems

Seen From Orbit: Calimar is a massive gas giant of black and red with swirling clouds of ashen gray scattered across its surface. Its moons appear to be lifeless husks, coppery in color and surrounded by tempests that blow up huge funnel clouds of metallic-looking dust. All in all, it does not look like a pleasant place to visit, much less live.

Description: Calimar is a gas giant wracked by terrific storms that sometimes lash out into wildspace as great tendrils of wind and poisonous gases. The storms that tear at it also batter the gas giant’s moons, where the Calidians first settled.

The Calidians believed that they could escape slavery by settling here, the most inhospitable spot they could find. Those Houses that settled here became known as the Shattered Houses, both a reference to the harsh nature of their home and because most of them had lost everything to slavers.

The Shattered Houses enjoyed a few years of peace as they developed underground housing to escape the storms. They first settled on Sultamar, which is beyond a doubt the most dangerous moon of the gas giant. While tunneling down into the interior of that moon, they discovered there was great mineral wealth to be had here, but there was also instant death waiting in every new tunnel. The interior of Sultamar is mostly molten lava, and once the surface was breached, it became only a matter of time before flames or magma came gushing up into an excavation. The Calidians left Sultamar as soon as possible.

Their next settlement was on the much more pleasant (relatively speaking) moon of Calamed. There they discovered less ore to mine, but there was an abundance of subterranean springs and a natural-growing lichen that was both tasty and nutritious.

The Shattered Houses prospered and grew beneath the surface of Calamed, and eventually expanded their operations to the largest moon, Amaron.

Amaron was the turning point for the Shattered Houses. Where the other moons had iron or silver veins in abundance and a few scattered pockets of semi-precious gemstones, Amaron was a veritable treasure trove of precious metals and priceless red diamonds. The Calidians dug deep and fast, hauling out cart after cart of gold ore and shimmering jewels. And the next time the off-world traders arrived, the Calidians had a big surprise for them.

Word of the Calidians’ newfound wealth spread slowly at first. Those traders that dealt with the Calidians were eager to keep the information quiet so that they could capitalize on this rich trade. Eventually, though, word leaked out to the illithids, who immediately set about conquering Amaron and the other moons of Calimar.

The Calidians were completely unprepared for this attack. As long as they had lived around Calimar they had never so much as heard rumors of illithid interest in their goods, and suddenly the mind flayers were everywhere. With no military to speak of, the Calidians were conquered almost immediately.

A Calidian thief

Now, the illithid and Varan forces have taken up residence in the older mines and converted them for their own purposes. Only scattered pockets of isolated Calidians remain free on Amaron, hiding within sealed off tunnel complexes. Already the illithids are doing what they can to tunnel over and capture them as well.

The Calidians are not completely helpless, however, and the free humans have done much to sabotage the mines of the illithids. They have a greater familiarity with the mines, which has allowed them to wage a tunnel war against the illithids with some success. Rumor has it that the Hidden are very concerned about what has happened around Calimar and are planning to do something about it, as soon as they can spare the manpower (or hire some adventurers).

The storms that ravage the moons of Calimar make it nearly impossible to land a ship on the surface. To overcome this difficulty, the Calidians use large cargo holds with spelljamming helms attached to them to get things into orbit, where traders can get to them without danger. These “powerhelms” are able to punch through the storms because they are very sturdy and need only to go straight up and down. They need no rigging for maneuvering, making them much less susceptible to high winds.

These storms also help the Calidians because the illithids cannot use typical spelljamming helms and are afraid to let captured Calidians fly goods into orbit and back on powerhelms. A few Varan have dabbled with the cargo lifters, but so far have had very little success and quite a few spectacular crashes. If the illithids do not come up with a way to get goods and troops off and on planet, they are going to keep losing ships and slaves. Still, it is doubtful they will abandon this lucrative mining operation until it is completely stripped of precious ores and gems.

#### A Conquered Mining Base

The Calidian mining bases are ingenious designs that both shelter the miners and give them quick access to the mines. Of course, now that the illithids have conquered them, they have a grimmer aspect as well as a more warlike structure.

Below is a description of just such a base. The descriptions of the various areas correspond to the diagram on Card #17, an illustration and map of the base.

Guard Barracks: These are the posts of the Varan guards who serve the illithids. As these men and women rotate through their active post-times, there are usually between 15 and 20 guards sleeping here at any one time. The other 40 or so are out on active duty or training themselves in the martial arts.

Slave Quarters: Slaves are kept chained to the walls or floor by thick, iron bonds. They are typically blindfolded or have their heads tied into hoods so they cannot see to try and escape. Their beds are filthy and usually infested with biting vermin of one sort or another. Three to five guards are always present here, quick to put a boot in the back of an unsuspecting slave or to fetch one for an illithid’s special meal.

Elite Guardroom: The Bodyguard are those Varan trained specifically to protect their illithid masters. Most are masters of the blade, fighting with two weapons as easily as with one. They are fanatically loyal and willing to give their lives for the illithids who are their masters.

Depending on the number of illithids who are currently staying within the base, the number of the Bodyguard changes. There are three Varan for every illithid within the base. Since there are typically three or four illithids at a base, that means there will be three or four guards asleep here (because they rotate shifts of guarding their masters) at any given time.

Armory: Dwarven smiths are often hired by the illithids to make and repair weapons and armor. The Barukhaza dwarves are particularly favored in this regard, and there are normally 2 to 6 such smiths in any given mining base. What the illithids do not know is that someday all of those dwarves are going to turn on their masters and try to bring them down. Here on Calimar this is very likely to happen, as the dwarves make many more weapons than they need, just in case a slave revolt is required. See Barukhaza, above, for more details.

Storehouse: This is where food, water, and other necessities are kept. This area is always guarded by three Varans, both to keep slaves from trying to get more than their fair share of food and to prevent raiders from tunneling in to swipe supplies.

The roofs of these rooms are all trapped to collapse at the command of the on-duty guard officer. This was done as a “sour grapes” tactic once the Calidians began burrowing into the storerooms from other mines. Those Calidians who try it now are liable to be squashed beneath a ton or more of rock.

Illithid Quarters: The illithids had new quarters carved out of the deepest layers of rock when they conquered the moon of Calimar. At most bases there are three or four private rooms for the illithids, all of them dark, moist and cold—just the way the mind flayers want them. The Bodyguard (above) is always stationed outside these rooms, two to a doorway. Anyone trying to get into an illithid’s private quarters is most likely going to be killed.

Note that this diagram does not show all of a mine, but only those areas most commonly used. The mine tunnels themselves are not shown, but extend for miles beneath the moon’s surface, radiating out from the central mine like immense spider legs. It is through these mines that the free Calidians stage their attacks, ambushing unsuspecting Varans and freeing slaves on their way to work in the mines.

The illithids have caught on to this tactic, however, and now try to send at least one of their kind out with the slave work groups. The most recent Calidian attacks have met with failure as the mind flayers’ powerful mental blasts repelled them. When the Hidden come, they will probably have psionicists along with them, but until then the Calidians are going to be hard-pressed to win any more victories.

Player character psionicists would be highly valued here, and likely be extremely well paid.

Genevus Ryal, 10th-level Calidian Psionicist

AL LN; AC 6; MV 12; hp 37; THACO 16; Str 16, Dex 15, Con 14, Int 16, Wis 16, Cha 15

PSPs: 122

Disciplines: Clairsentience, Psychokinesis, Psychometabolism, Telepathy (Primary)

Sciences: Clairvoyance (C), Disintegration (PK), Shadow Form (PM), Mindlink (T), Probe (T)

Devotions: All-Round Vision (C), Danger Sense (C), Animate Shadow (PK), Control Body (PK), Levitation (PK), Body Weaponry (PM), Catfall (PM), Displacement (PM), Awe (T), Conceal Thoughts (T), Contact (T), Daydream (T), Ego Whip (T), Invisibility (T), Psionic Blast (T)

Defense Modes: All

Equipment: studded leather, short sword. Genevus prefers to travel light, rarely carrying anything not absolutely essential to her current task.

Description: Genevus is a short Calidian woman of muscular build. Her fiery red hair is cropped close to her head, with a thin braided sidelock above her right ear. Deep brown eyes stare out from either side of an aristocratic nose that is slightly bent from a long ago fight. A tattoo of a dagger is just visible at the very top of her neck, where the skin starts to curve into her chin.

When speaking to Genevus, it is obvious that she has few social skills and less patience. Her sentences are clipped and to the point, rarely more than five words in length. The only time she really breaks into long speeches is when discussing warfare tactics or rallying her troops. Otherwise she rarely speaks, preferring to glare down her nose at anyone who comes to her with unimportant questions.

Genevus had only recently arrived on Amaron when the illithid invasion began. She had been planning to set up a Hidden cell here and head back to the Inner Ring where she was normally stationed. Instead, she has found herself doing what she can to lead her people against an overwhelming force of illithid oppressors.

So far she’s done a fabulous job. The isolated areas of free miners can now communicate, thanks to Genevus’ psionic powers. This allows them coordinate attacks against the illithids and warn more distant areas of coming attacks. Some of the Calidians here have uncovered their own psionic abilities under Genevus’ direction, and this has improved communications immeasurably.

Genevus’ goal is to hold out long enough to send for help. Her people are busily assembling a cargo lifter from spare parts which have been stolen or discarded by the illithids. When this is done, Genevus will lead a small but well-trained group to the surface to capture an illithid ship. With this she hopes to get word to the other members of the Hidden, and return with a large force to free her people.

Characters known to be sympathetic to the Calidians may find themselves recruited by the Hidden to help liberate Calimar’s moons. An entire campaign could be built around this sort of thing, with the characters taking up residence on one of the moons in order to fight the illithids. Such a campaign would surely be a desperate struggle, but one from which legends are made.

### Cerekazadh

Type: Irregular, earth

Size: 110 miles

Population: 46,000

Primary Inhabitants: Dwarves

Natural Resources: Iron, gems

Imports: Food, water, clothing

Exports: Tools, weapons, armor, jewelry

Seen From Orbit: Cerekazadh is a massive asteroid that is slowly being modified by the dwarves who live there. The surface of the asteroid is largely unworked, but one side has been carved to resemble a fierce dwarven visage. The mouth of the massive sculpture is used as a landing port by traders and also serves as a bazaar for the dwarves. Behind the eyes are the military headquarters and barracks where the dwarven army is quartered. The rest of the asteroid’s exterior is dotted with vents and chimneys that are used to exhaust the heat of the massive furnaces and forges that are constantly at work.

Description: Cerekazadh is the single largest dwarven nation in the Cluster. Its people are the wealthiest of their kind, all of them having access to all the raw materials necessary to create beautiful jewelry and deadly weaponry. Each family has its own trade, and they are all experts at what they do. Traders come from all over the Cluster for the opportunity to trade with the dwarves of Cerekazadh.

The interior of Cerekazadh is a lightless maze that is nearly impossible for non-natives to navigate. The dwarves have carved out tunnels in search of ore and gems, and these tunnels criss-cross and interlace in patterns that boggle even other dwarves. Internal lighting is nonexistent, though heat vents from the forges periodically cross through tunnels, making it easy for those with infravision to see.

Cerekazadh

As the oldest and largest dwarven colony still existing in the sphere, Cerekazadh leads the other settlements in matters of policy. Cerekazadh is the only one of the dwarven settlements to have an intelligence-gathering clan. These dwarven “spies” are not as subtle as their human and illithid counterparts, but they are able to garner large amounts of military data as they question the dwarves returning from mercenary service.

The intelligence service of Cerekazadh is currently manipulating the price of dwarven mercenaries, raising and lowering them in different areas to increase market demand across the sphere. This serves to further the dwarven nations’ goal of forcing other nations into dependence upon the dwarven mercenaries.

Cerekazadh also sets the prices of dwarven goods and services throughout the sphere, issuing monthly “rate sheets” to the other settlements. While this has led to some disgruntlement from the other races, it has allowed the dwarves to avoid competing with one another, increasing their marketing power.

Spelljamming is not something that most of the dwarven nations delve into to any large degree. Cerekazadh is the exception to this rule, as they work to mount spelljamming helms within the bulk of the asteroid itself. If successful, they will have an immense fortress that could probably take on even a crystal citadel with a decent chance of success. The Arcane suspect that the dwarves of Cerekazadh are doing something with spelljamming, but their agents have yet to determine what. If the dwarves’ plans are discovered, it is a sure thing that the Arcane and Antilans will do what they can to halt the sale of spelljamming helms to Cerekazadh.

The warrior clans of Cerekazadh are the colony’s greatest asset, and its greatest weakness. While these doughty fighters help to make Cerekazadh a virtually impregnable fortress, their leaders have plans of their own for these troops. Skalia Kurebold has long had dreams of gaining the throne, but her brother, Makky Kurebold (the current king of Cerekazadh), doesn’t seem to be ready to step down or die any time soon.

Skalia is still patient (after all, she is a hundred years younger than Makky), but it is only a matter of time before she makes her bid for power. It is uncertain how many of Cerekazadh’s soldiers will side with her, but Makky would likely step down to avoid the bloodshed which would come about as the result of a civil war.

Of course, he would also try to have his sister assassinated, which is why Skalia is desperately trying to find non-dwarven allies. She would like to find someone who could give her the edge she needs to cement her power, without hooking up with an enemy who might very well use her to destroy Cerekazadh. For now, she is frozen with indecision, but the tightrope she walks could very well decide the fate of the dwarven nation as a whole.

Karnim Peereyes, 6th-level Dwarven Thief

AL NG; AC 7; MV 6; hp 22; THACO 18; Str 14, Dex 15, Con 14, Int 15, Wis 12, Cha 11

Equipment: Leather armor, shortsword, dagger +1

Description: Karnim Peereyes is the youngest spy of Cerekazadh, a mere stripling of 17 cycles, and he looks it. Karnim’s nearly blond hair is something of an oddity, and a facet of his appearance that he is not at all comfortable with. Though he hopes the color will fade to a nice gray as he gets older, for the time being Karnim hides his hair beneath a large, floppy hat. His eyes are brightly colored, too, a nearly blazing purple with a thin orange line around each pupil.

His unique appearance has made Karnim more than a little shy. Childhood teasing has led Karnim to try and avoid attention, and this hasn’t changed too much over the years. Karnim speaks very quietly, almost in a whisper, and rarely looks directly at whomever he is talking to. Instead, he looks at the floor, at his fidgeting hands, and anywhere but at the person with whom he is conversing.

This leads many to believe that Karnim is not as bright as he actually is. This has become quite an asset as people often make allusions around Karnim, sure that he won’t be able to figure out what they are talking about. Playing dumb has been a great way for Karnim to gather information for his clan.

Karnim’s assignments have been mostly domestic. He kept a watch on Skalia for awhile, discovering some of her plot to overthrow Makky. He has also been used to infiltrate some of the smaller dissident groups that have sprung up in Skalia’s wake, and has been generally successful in all his endeavors.

Now, though, Karnim is about to embark on his first real assignment outside of Cerekazadh. He’ll be traveling with a mercenary group going to work as guards for the neogi. His task is to discover as much as he can about the neogi and their society and report back. This isn’t exactly a glamorous job, but it is a start, and will prove that Karnim is capable of completing outside jobs.

The characters can come into contact with Karnim in any number of ways. They may meet him during his stay with the neogi, or he might be recruiting people to harass Skalia Kurebold’s followers. He will surely be able to get the characters involved in all manner of intrigues as he talks them into helping him with his jobs.

### Chakarak

Type: Irregular, earth

Size: 21 miles

Population: 8,000

Primary Inhabitants: Dwarves

Natural Resources: Iron, wood, vegetables

Imports: Water, clothing, meats

Exports: Weapons

Seen From Orbit: From orbit, Chakarak looks very much like a clump of earth pincushioned with trees. There is no visible water on the planet, though there are some towers that could very well contain water. Large silos also dot the surface, rising well above the tree line. A band of black encircles the entire asteroid, scorched clear of trees and other vegetation. From this band rise obsidian cylinders which periodically emit choking clouds of smoke.

Description: Chakarak is essentially a colony of outcasts. Those that follow Gordo Runelight are regarded as traitors to their race, because of Gordo’s “radical” policies.

Gordo has refused to go along with the subterfuge of the other dwarven nations, and will not guarantee that his troops will pull back to Cerekazadh when Makky (ruler of Cerekazadh and most influential of the Four Kings) decides that it is time for the dwarves to make their bid for power.

Instead, Gordo plans to rise to power himself, with or without the aid of his dwarven brethren. Already he has begun working for the illithids, knowing that this inhuman race is more than capable of giving him the power that he needs to meet his goals. When he made his plans known, a surprising number of dwarves from other colonies agreed to back him, forming Chakarak.

The illithids have agreed to supply Gordo with magical items in exchange for Chakarak’s services. Gordo has agreed to produce all manner of strange and diabolical weapons for the illithids, specifically those meant for use on spelljamming ships. Those designs that the illithids find suitable are given to the mind flayers, while the other are sold to the highest bidder. The neogi are usually the ones to get these “rejected” ideas, often coming up with new and unusually inventive uses for the weapons.

The Antilans know very little about Chakarak, other than the fact that its dwarves do not follow the same mercenary code as other members of their race. This has led to some friction in the past, but the Antilans have essentially decided that Chakarak is simply too small to waste effort on conquering it. Besides, attacking Chakarak might very well anger the dwarves of Barukhaza, eliminating a strong source of mercenary power that the Antilans desperately need.

The other dwarven colonies will not discuss the dwarves of Chakarak, saying only that they are not like other dwarves. Makky Kurebold has been heard to say a few more choice words on the subject, but only when he thinks outsiders are not nearby to overhear.

The illithids plan to boost Gordo’s power via powerful magic eventually, but not until they are sure that he can be controlled. Right now, they are biding their time and enjoying the weapons that he has produced. What they really plan, though, is to move some of their ships into Chakarak, as well as some Varan assassins. This will give them first-strike capability against the Antilans, enabling them to indulge in close range sabotage and intrigue against the Sun Mages.

If this dwarven colony goes over to the illithids, then there is a very good chance the mind flayers will gain a strong foothold in Antilan space. This could shift the balance of power and cause another outbreak of open war between the Antilans and the illithids, despite the neogi treaty.

Gordo Runelight, Dwarven Fighter

Gordo Runelight, 12th-level Dwarven Fighter

AL NE; AC 9 or 4; MV 6; hp 87; THACO 9; Str 16, Dex 15, Con 16, Int 15, Wis 12, Cha 15

Equipment: As ruler of Chakarak, Gordo rarely wears armor or carries weapons. When he does, though, he prefers the feel of chain mail and the heft of a war hammer in his hands. He also has a storehouse of various minor magical items.

Description: Gordo Runelight is a pariah as far as most dwarves are concerned. Not only did he reject the rule of Makky Kurebold, but he has also “misled” a large number of other dwarves. The founding of Chakarak was the final nail in this dwarf’s coffin, a betrayal and rebellion that forever set him apart from those dwarves who would not follow him.

When Gordo rebelled against Makky’s rule, he attracted the attention of the illithids. These vile creatures saw a chance to use the rebellious dwarf for their own gain, and began plying him with magical favors and promise of power to come.

Gordo fell completely under their spell, turning Chakarak into an illithid weapons facility. For years he has worked for the mind flayers, and all he has to show for his efforts is a few minor magical items.

Gordo would like to tear loose from the illithids, but every time he gets ready to cut his ties with them they hint at some new magical trick. This carrot and stick routine has lasted for years and if Gordo doesn’t get his courage and willpower up soon, it will last for years more.

#### Weapons of Chakarak

Crew Casters

Cost: 1,000 gp (gliders are 500 gp ea.)

Range: 4 hexes (8 w/glider)

Damage: nil

Crew: 2

Rate of Fire:1/3 (1/5 if using gliders)

THACO: 14 (16 w/glider)

Critical Hit: On 20

Crew casters are not weapons, but are used in combat situations. In effect, the caster is merely a medium ballista used to throw people, not bolts, at enemy ships. While it is not advised, crew members can simply be strapped onto a caster board and fired toward enemy ships. Such characters always take 1d6 damage upon landing.

The more efficient, and safer, method of using the crew caster is with the gliders designed for its use. Up to three crew man-sized crew members can fit comfortably into the glider, which is then be fired at the target. The glider is little more than a frame with some moveable wings and a rudder, making it very susceptible to combat damage.

Any hit from a shipboard weapon will destroy the glider and scatter the riders. If a critical hit is made with the caster, the crew makes it in one piece without suffering any damage. A normal hit indicates the glider has made it to the ship, but the landing will be more than a little rough. The glider will cause some minor miscellaneous damage to the ship, and the riders each suffer 1d8 points of damage. Typical damage to a ship hit with a caster will involve the sails or rigging, because gliders are prone to tangling in such things.

If those fired from the crew caster miss their target completely (due to a failed roll), they’ll continue floating along at the pace of 1 hex/round.

Swing Ram

Cost: 330 gp per ton of ship.

This ram hangs down below the ship and extends well forward of the prow. When the captain declares a ram, 6 crewmen scurry below deck and take the handles of the ram. They can then swing the ram moments before impact, using its own weight and fine balance to increased damage.

Swing rams cause 3 extra points of damage. In addition, should a ship with a swing ram get “locked up” with an opponent after the ram, it is a simple matter to release the ram from its housings and withdraw.

Swing rams reduce the cargo space aboard a vessel they are installed in by half.

These are just two examples of the sort of weapons designed by the engineers of Chakarak. Neogi ships are often outfitted with either of the two weapons listed above, and can be equipped with whatever outlandish designs you can come up with. Illithids also equip their ships with Chakarak designs, but only the more elegant and proven ones.

### Constellations

Type: Tower

Size: 5,000 miles (per constellation)

Population: 10,000 (per constellation)

Primary Inhabitants: The Tenders

Natural Resources: None

Imports: None

Exports: None

Seen From Orbit: The constellations are visible from all over the sphere as blue-white spots of light in various patterns (see Card #19). As one draws closer, it is obvious that the spots of light are intense flames atop gargantuan towers. The towers appear to be constructed of massive crystal girders encircled with mile-long lengths of black cord. The innards of the towers are only vaguely visible through the crystal girders, but if the observer is within a few hundred feet of the towers, it is quite obvious that giant-sized beings inhabit the towers.

Description: The constellations are as old as the Cluster itself, with the sole exception of the constellation to Lugribossk that dates from shortly after the Second Cataclysm. The constellations serve as a time-keeping mechanism and a reminder of the power of the sphere’s gods. The creators of these masterpieces are a group of contemplators (SPELLJAMMER® MC 9). They were charged by the deities to oversee the constellations, construction, as well as their day to day running.

The contemplators themselves live within the towers’ flames. They exist there as divinely protected beings who serve as representatives of the gods. The gods themselves rarely interact with the creatures of the Cluster, at least directly, and the contemplators act as their spokesmen.

A Contemplator

Clerics of high levels (above 12th) must make a pilgrimage to the constellation of their god at least once every five years. There they will be given a quest that must be completed before the cleric can ascend to the next level. These quests are decried by the gods and passed on through the contemplator. Each quest is tailored specifically for the individual, and represents a test of faith, skill, and dedication to the deity’s ideals.

Few people brave the trip out to the constellations, fearing those that dwell within them. This fear isn’t completely without basis. The evil gods require expensive sacrifices of gems and livestock to keep the flames of their towers lit. Those that come unprepared to appease these dark appetites must face their god’s wrath. As the number of followers declines, more sacrifices are necessary to keep the flames from going out.

On occasion the dark gods will demand sacrifice from their priests. When this happens the priests must acquire the necessary sacrifices and bring them out to the proper constellation.

But there are other reasons to visit the constellations. The Tenders (see below) are a good reason, as they can sometimes be “borrowed” from their tower. The cause must be one that furthers the goals of the god in question, and one that will not overly endanger the Tenders, of whom there is only a finite number. More information concerning Tenders is given later on in this section.

Another reason to visit the constellations is for information. For important decisions, some characters (like paladins and clerics) rely on divine guidance. Characters of sufficient power can find their way out to the constellations for the really important answers; for example, how to defeat the Antilans, illithids or other threats, or the nature of the Darkgate and Sunslayer are good questions to ask.

Of course, these shouldn’t be used as easy outs for the characters. Answers to questions should be helpful but not all-revealing. They might discover that the Darkgate can be used against the illithids, but not how this is possible. Keep the answers short and to the point, but still cryptic enough to give the characters something to think about.

The Tenders aren’t always eager to have characters traipsing around their towers, either. They are there to protect the privacy and serenity of the contemplators, not to serve as doormen. They will attempt to stop anyone from entering the tower. Unless the characters can prove a legitimate need to see the contemplator of a tower, they will probably be turned away.

Some of the towers contain the wizshades that originally came to protect the sphere. The Tenders are especially protective of these towers, and will let almost no one inside. Even the gods understand the importance of the wizshades within the Astromundi Cluster and have done their part to protect them.

Killing hundreds of Tenders is another way to get in, but the Tenders will not allow themselves to be senselessly slaughtered if they can avoid it. After all, the god the tower belongs to can act through the contemplator to do away with the wrongdoers if that becomes necessary. This method of gaining an audience is not recommended, as the killing of Tenders will undoubtedly anger the god of the constellation, making it very unlikely that deity will aid the characters in any way.

The constellations should remain mysterious places where only the most powerful characters dare to tread. Everyone who has been there is charged to guard the secrecy of the constellation upon pain of divine retribution, and those who talk of the constellations at all will exaggerate the dangers greatly. That alone should be enough to keep all but the bravest or most foolhardy away!

Player characters should not be allowed to make frequent jaunts out to the constellations; these places are not intended to serve as an unlimited information source. The sheer length of such trips is enough to discourage most journeyers.

Play up the danger and inconvenience of making such expeditions. Unless there is some real reason for the characters to head out to the constellations, they should be discreetly steered away from them in order to retain the dramatic impact and mystery of this location.

Tenders

These creatures were created by the various gods to protect their constellations within the Astromundi Cluster. They are creations of flesh and blood, but Tenders do not suffer from aging or disease, and are immune to psionics as they have no true mind to affect.

Tenders are creatures with a very well-defined function: they protect their constellations and the contemplator who lives within them. Tenders do not speak except to challenge those who would enter a constellation tower, and do not appear to communicate with one another. In reality, Tenders are linked together through the consciousness of the god who created them and all Tenders of a particular god operate well as a team.

Tenders are all identical in design. Each has AC 3, 7 HD (40 hp) and 2 fist attacks (1-8/1-8). They are not particularly bright, and tend to attack in overwhelming waves rather than in a subtle manner.

### Dalmania

Type: Irregular, earth

Size: 25 miles

Population: 33,000

Primary Inhabitants: Calidians

Natural Resources: Wood, water, cotton, silk

Imports: Food, meat, tools, weapons

Exports: Clothes, out of Cluster goods, wood

Seen From Orbit: Dalmania is a pale clod of earth, with square cotton fields and patchy forests easily visible. There are numerous globs of water floating about the asteroid that are retrieved by Calidian vessels for drinking water and to keep the forests and cotton growing. Numerous ships can be seen landing and taking off; Dalmania is a busy trading port despite its distance from the Inner Ring.

Description: Dalmania is one of the most prosperous Calidian settlements outside of Highport. The Dalmanians are blessed with a climate naturally suited for growing cotton and trees and have used this to their advantage. Once they discovered that giant silk worms could exist quite well within the forest, they imported a few and now have silk as well. With such an abundance of clothing materials at hand, many of the traders turned their hand to clothing design and manufacture. Now, the finest clothes to be found come from Dalmania.

Dalmanian traders are also adept at engaging in out-of-Cluster trade. The Calidians are willing to pay the elves outrageous fees because they always manage to recover their expenditures with plenty of profit left over.

The real reason that the Calidians of Dalmania have become so successful is, of course, the dowhar, the clever penguinoid traders who have elevated the Calidians to their current status as rising merchants. They are very much the real power of Dalmania, making all major decisions and dealing with other races through their human catspaws. The Calidians still believe that they are on equal footing with these master traders, but will soon be disillusioned.

Already, the dowhar have established a large force of giff within the city of Dalmania. When the time is right (after they have used the Calidians for all they’re worth), they intend to use this mercenary force to seize control of Dalmania and begin their trade conquest in earnest.

This has left the Hidden in a difficult position. They realize that the Dalmanian Calidians may fall into the role of slaves to the dowhar (the Hidden has spies who have discovered some of the dowhars’ plans), but even they have become dependent on the income generated by Dalmania.

The Hidden have so far declined to become involved in the intrigues of the dowhar, hoping that they will not have to make a choice between their ethics and their pocketbook. Should they be forced to deal with the situation, they will most likely try to come to some sort of compromise with the dowhar.

Few outsiders are allowed to frequent the city of Dalmania itself. This is because the large giff presence would be very difficult to explain; giff are not native to the Cluster, having been brought with their dowhar masters. Traders that come to Dalmania will most likely be directed to land just outside of the city, where Dalmanian merchants meet with them and decide what they want to buy. Mini-caravans then bring goods to or from the city.

The illithids are currently looking to invade Dalmania, but are leery of having to take on what their spies tell them is a very large force of militant, dangerous creatures (the giff). So far, the Dalmanians have remained free of illithid control, but it is hard to say just how long this will last in light of the illithid fascination with conquering Calidians.

Marco Castus, Calidian Trader

Marco Castus, Calidian Trader (0-level human)

AL NE; AC 9; MV 12; hp 4; THACO 20; Str 12, Dex 10, Con 10, Int 13, Wis 12, Cha 14

Equipment: Marco carries very little with him. Generally he has an ornamental weapon on his person, and heavy robes that provide him some protection (hence AC 9). His guards carry whatever he thinks he might want, and are highly trained fighters with the best weapons and armor available.

Description: Like most Calidian traders, Marco likes to overdress somewhat. He generally wears a great cloak of expensive fur, with silk blouse and tights. His belt is usually of some semi-precious woven metal, and is almost always inlaid with gemstones. He also wears a short sword, but one look at it is enough to tell an experienced warrior that the weapon is purely for show.

Despite his outrageous clothing, it is obvious that Marco is quite fat and out of shape. His clothes are tailored to hide this, but it is impossible to conceal the great rolls of flesh beneath Marco’s chin and the roundness of his face. His eyes are like pale yellow beads of glass shoved into a blob of dough.

Marco’s manners pretty well fit his overall appearance. On the surface, he appears to be a decent enough man who says most of the right things at the right times. But there is an undercurrent of ugliness in Marco’s voice that belies the pleasant things that he says. In short, he is a weasely conniver with only barely contained contempt for almost everyone around him.

Until a few months ago, Marco was just a fat little merchant on a backwater asteroid. He was always tottering on the brink of bankruptcy, rarely able to keep customers because of his attitude. He was the perfect pawn for the dowhar.

The dowhar set about driving him out of business. Through the subtle use of their telepathy, they were able to steer customers away from Marco’s trading post. Just as Marco was about to go out of business, they sent a giff messenger to fetch him.

The deal they offered was simple enough. Marco would act as their agent in trade and would receive 20% of the profit for his troubles. A ship and its cargo would be provided, but Marco would have to come up with his own crew (though the dowhar would pay for that as well). Marco jumped at the chance to make some money. He threw together a crew and headed for wildspace in his new ship.

Things went very well for Marco after that. He did what he was told and bought and sold when the prices were right. Despite his repugnant personality and appearance, Marco quickly rose to an enviable position of wealth and power.

Since that time Marco has been used to introduce other Calidians to the dowhar. He has used his influence and success as powerful lures to draw others under the influence of his nonhuman allies. The Hidden don’t like Marco, seeing him as little better than the dowhar who use Calidians for their own ends, but the trading clout he has won for the Calidians has prevented them from taking action thus far.

Marco might come into contact with characters in a number of ways. He could hire them to come along on a trading mission into dangerous territory. Or if one of the characters happened to be a Calidian, he could introduce the characters to the dowhar. However they meet up with him, the characters will have to be on their guard to avoid being used for Marco’s profit and their loss.

### The Dark Group

(GENERAL OVERVIEW)

Type: Cluster, earth

Size: approximately 500 miles

Population: 1,700,000

Primary Inhabitants: Calidian (Achemon, Mitiar), illithids (Khel, Lumura), Varan (Torin)

Natural Resources: Shadowstone (Achemon), rare spices (Khel), livestock (Lumura), vegetables (Mitiar), iron (Torin), water, antiques (all)

Imports: Food, wood, building materials, slaves (Khel, Lumura), mining tools (Torin)

Exports: Shadowstone (Achemon)

Seen From Orbit: The Dark Group is five asteroid clusters scattered outside of the Inner Ring. They are mostly inhospitable-looking places of lustrous black stone, with sparse patches of sickly yellow vegetation. Globules of brackish water float in and around most of the clusters, providing sufficient water for drinking and agriculture, though this liquid must be boiled before it is suitable for drinking. As travelers draw closer to the various clusters, strange ruins dotting their surface in seemingly random patterns can be seen.

Description: The Dark Group clusters are almost entirely controlled by the illithids or their Varan allies. The mind flayers chased the Calidians to ground here, and when they discovered the strange ruins that litter these asteroid groups, the mind flayers decided to study them.

This is why the Dark Group has no economy to speak of and does very little exporting; the clusters are essentially big laboratory/workshops for the illithids and their Varan lackeys.

The Calidians of Achemon have maintained their freedom primarily because they supply shadowstone to the Antilans, who would certainly take offense were the illithids to endanger their supply of this precious rock. What the Antilans do not know is that the Calidians have an ace up their sleeve and that the shadowstone is not exactly what it appears.

When the Calidians first came to Achemon, they were fleeing the illithid slavers. They ran to ground on Achemon, discovered the tunnels that run through it and chose them as a place to burrow down. The illithids tried to find them, but withdrew after rousing several pockets of angry undead.

The Calidians did not entirely escape the attention of the undead, either. While looking for a way back to the surface, they encountered Achemon the archlich. This creature was freed from its bonds when the Calidians entered its ancient shrine. When she awoke, Achemon was agitated, but the Calidians quickly convinced her that they were not responsible for what had happened to her.

Recognizing them as the beleaguered people that they were, Achemon agreed to help them against the illithids. Within weeks of her reawakening, Achemon had gathered enough information to know the best way to protect the Calidians was to strike a deal with the Antilans.

Achemon also knew enough not to give the Antilans exactly what they wanted. With a sample of shadowstone readily available (it was a common enough building material in the ages before the Cataclysm, so there was plenty in the ruins), Achemon was able to create an alchemical composite that closely resembled shadowstone but did not have all of its properties. The Antilans (and the Arcane) believe that they are getting huge shipments of shadowstone from Achemon, but are in fact getting a lot of glossy rocks with a few shadowstones thrown in. Unless they realize this soon, it could set the Darkgate plot back months.

The Group is largely unexplored, because it is infested with all manner of strange undead. The illithids have mounted massive campaigns into the some of the clusters’ ruined cities, but even with thousands of slaves to use as cannon fodder they are continually repelled by the undead hordes. The mind flayers have discovered and cleared out some of the crypts deep within the asteroid cluster, but are still unsure of the uses and properties of the artifacts they have found. Illithid scholars are currently trying to decide if any of these can be used to fulfill the prophecy of the Sunslayer.

The Varans are, at best, uneasy about their presence in the Dark Group. Too many of the things that they have seen conform to ancient legends and scary bedtime tales.

Many of them have asked the illithids to pull up stakes, but the mind flayers are having none of it. Since the illithids started putting dissenters to death, small underground cults have begun to spring up among the Varan. Most of them propose only harmless ideals to give the Varan hope, but a few of them are based on worship of some of the more powerful undead that abound in the Dark Group. If the illithids are not careful, it is very likely that a large number of their Varan will fall sway to these cults and turn against their former masters.

Of course, such a revolt would be almost completely futile, but it would give the Calidians a chance to strike at the illithids when they are vulnerable. With Achemon to back them, there is a very good chance that they could make a real dent in the illithid presence within the Dark Group.

Besides Achemon, the other clusters of the Dark Group are not exactly safe for those who are not on very good terms with the illithids. Attempting to enter any such cluster is an invitation for attack by squid ships or worse, and the undead that fill the asteroid clusters are no less dangerous. Characters who wish to study the mysteries of the Dark Group should start on Achemon, where they will be able to stay with the Calidians, at least for a while.

Falen, Calidian Mage

Falen, 12-level Calidian Mage

AL CG; AC 3; MV 12; hp 37; THACO 17; Str 14, Dex 13, Con 15, Int 18, Wis 15, Cha 15

Spell Book

1st: Alarm, gaze reflection, magic missile, spook 2nd: Detect evil, detect invisible, hypnotic pattern, web

3rd: Blink, fly, Leomund’s tiny hut, lightning bolt 4th: Evard’s black tentacles, magic mirror, minor globe of invulnerability

5th: Cone of cold, dream, Mordenkainen’s faithful hound, teleport

6th: Geas

Equipment: Staff of striking, wand of frost, wand of polymorphing, beads of force (6, worn as earrings), bracers of defense (AC 3), brooch of shielding, chime of opening (earring), cloak of arachnida, necklace of missiles (9 die, 6 die, 5 die, 3 die (x2), 1 die (x4), rope of climbing, rope of entanglement.

It is likely that Falen will have many other items hidden about his person. Most items are disguised (as the beads of force worn as earrings, and the wands up his sleeves), as Falen is loath to reveal more about his personal resources than he must. It is believed that he has a bag of holding from which he can draw almost any item at a moment’s notice.

Description: Falen was one of the first mages to begin magical exploration of the Dark Group and Achemon in particular. His age is beginning to show now, but there are still traces of the dashing adventurer that shine through now and then. He wears his grey hair pulled back into a long ponytail bound with a simple black ribbon. His ears are pierced multiple times, and there are rumors that a number of his earrings are actually powerful magical items. Falen’s eyes are a nearly clear hazel in color, streaked with amber. Though he occasionally grows a short beard, Falen is normally clean shaven.

When traveling about, Falen will wear typical adventurer’s garb, though he prefers to dress in the manner of a rogue rather than a mage. In his own words: “Why do you want to wear all those silly robes? They just get caught on loose nails, or snagged on shattered doors, or catch fire on deck lamps. Not to mention the fact that they make a handle for any monster that takes a liking to your flesh. No, I’ll stick with these old, comfortable things—and no pointy hat!”

Any magic items Falen does have with him will usually be disguised, like his earrings. He has three holes in each ear, and generally at least two of the ornaments hanging from his lobes are actually beads of force. Other hidden items are wands in forearm sheaths, amulets worn as belt buckles and enchanted daggers concealed in his boot sheath. Enchanted ropes are a favorite of Falen’s as well, and are usually kept in a belt pouch.

Falen is one of Achemon the archlich’s agents. Achemon and Falen rarely meet face to face, but when they do they are often sequestered for days at a time, discussing who knows what. Falen’s connection to the archlich has kept him out of a number of scrapes, as most powerful mages have at least heard of the archlich and do not want to offend her by interfering with her agent.

This has given Falen something of a swollen head; while he is quite powerful in his own right, his ego far outstrips his ability. Achemon has chastised him for this in the past, but he has shown little interest in changing his ways so far.

Falen might come into contact with the characters during one of his missions, or be assigned to watch them if they enter the Dark Group. In either case he will be arrogant and standoffish, only speaking to the characters when absolutely necessary.

This attitude may mellow somewhat if the characters show themselves to be at least marginally competent. Adventurers that go stomping off in search of monsters and wind up in the cookpot will be rescued, but only after a condescending tongue-lashing about the virtues of being prepared. Under no circumstances will Falen let the characters interfere with his current mission, and those that do will certainly find themselves on the business end of some very nasty spells.

### Drachengard

Type: Cluster, water

Size: 220 miles

Population: 18,000

Primary Inhabitants: Mixed (mostly adventurers)

Natural Resources: Water

Imports: Food, building materials, miscellaneous supplies

Exports: Adventurers

Seen From Orbit: From orbit, Drachengard appears as an icy cluster of asteroids with a few larger asteroids of earth. Numerous ships flit through the ice asteroids to touch down on the largest earth chunk, and just as many are seen leaving the asteroid for wildspace.

Description: Drachengard is a rugged place, not generally frequented by genteel tourists. The average visitor to Drachengard is the adventurous type, seeking the wonders of wildspace. As a jumping-off point for wildspace adventures, Drachengard is the place of choice. Here can be found all the tools that an adventurer might need: weapons, armor, all kinds of equipment, and even a hireling or two. The prices are quite reasonable and the help most polite.

Good food and strong spirits are also available in abundance, though none of gourmet quality. The more time is spent in Drachengard, the more it becomes obvious that this place was designed with the concept of function over style. And that function just happens to involve catering to adventurers.

Drachengard was founded by a Thoric adventurer who slew a radiant dragon during a dispute over the ownership of this particular cluster of rocks and ice. The dragon’s bones are now the roof supports for the huge inn and tavern Drachenbane, the most famous adventurers’ meeting ground in all of Clusterspace.

Drachenbane is a warm, friendly place, where competing adventurers become fast friends and share a few mugs of ale next to a roaring hearth. Fighting is strictly disallowed within the inn, to protect the health and privacy of all patrons. A pair of spacesea giants enforce the no fighting rule, and those that test the limits of the stricture are usually beaten quite severely.

Drachengard is not a typical orbiting cluster. Most star charts mark it as stationary, though in reality it bobs and dips through the “neutral” celestial inclination. While it is always in the same track on the map of Clusterspace, it is often much higher or lower than a standard orbit. At the zenith and nadir of its bobbing “orbit,” Drachengard becomes an extremely frigid place.

Those free-floating globs of water freeze and become balls of ice. As the asteroids near the neutral inclination, a good portion of the ice thaws (though some of it is always frozen) and spelljammers are sent out to scoop up as much of it as they can. Since Drachengard’s founding, some two hundred years ago, the number of ice asteroids has decreased considerably.

The Antilans, neogi, and illithids are not at all amused by the sort of plans that are hatched out at Drachengard. They know only too well the sort of dangerous schemes that come about when a number of adventurers spend their leisure time together.

In the past, all of these factions have attempted to assassinate one or more influential adventuring parties, and all have been thwarted. This has led to the banning of members of those three races from Drachengard. An Antilan character could come to Drachengard in the company of a group that vouches for his or her behavior, but he or she would be watched very closely.

Bjornil Wulftyr, Thoric Scout (3rd-level Fighter)

AL NG; AC 5; MV 12; hp 28; THACO 18; Str 17, Dex 14, Con 16, Int 14, Wis 12, Cha 14

Equipment: Chain mail, battle axe, longsword, assorted survival gear

Description: Bjornil is a powerfully built man, nearly seven feet tall, with muscles stretching at every seam of his clothing. His hair is long and blond, and his eyes are blue as sapphires. Bjornil is normally dressed in the rugged manner of those who follow his profession: leather shirt and pants lined with fur, a massive fur cloak, and several weapons jutting from the edges of his belt. Encountered away from Drachengard, he will also have an enormous pack (filled with all manner of supplies) on his back.

Bjornil is a plain-spoken man, forthright and honest in the Thoric fashion. Though he’s known to embellish the tales of his adventures, he’s as dependable a scout as any. Many adventurers have become quite wealthy after following up on one of Bjornil’s tips.

Bjornil spends most of his time at Drachengard attempting to drum up business. For a fee, he will either lead characters to a destination, or come with them on an exploratory mission. The first option is his favorite, and the one for which he makes the most money. He need only show the characters how to get where they want to be, and collects his fee. The second option is quite dangerous for him personally, because he may find himself far from home with no real way to get back if something should happen to his employers.

But it is this more dangerous work that makes him so indispensable as a scout. He can tell his employers how best to survive while traveling across the freezing ice of the glacier, how to avoid the perils of asteroid fields, and other advanced survival techniques. Best of all, he can then lead other adventurers to these spots, making further profit. And if his employers want him to keep quiet about what they find, well, that costs extra.

Bjornil will occasionally take off on his own, looking for areas of adventure. When he finds something interesting, he returns to Drachengard to drum up business. Usually he advertises on the community bulletin board, then takes the highest bidder. Bjornil never actually enters the adventure sites he leads people to, preferring to remain aboard the ship where he’s safe and sound. Of course, for a reasonable price Bjornil might let himself be hired out as a bodyguard or man-at-arms, but these are rare occasions. In any case, Bjornil takes a cut of any treasure retrieved during these missions.

Bjornil is also a font of information that characters may find useful. He seems to know a lot of what is going on all over the Cluster. He can tell characters all about the troop movements of the Antilans inside the Inner Ring, or the illithid assaults on Calimar.

Bjornil makes the perfect NPC for starting adventures from Drachengard. He can offer to lead the characters to the site of the next adventure. Or he can simply pass on some information that might start the next adventure or encounter. Possibilities are nearly limitless with an NPC like Bjornil.

### The Golden Girdle

Type: Belt, earth

Size: 300 miles (this is the size of the three artificial worlds that the Antilans have constructed)

Population: 12,000,000

Primary Inhabitants: Antilans

Natural Resources: All

Imports: Slaves

Exports: All

Seen From Orbit: The Golden Girdle is a lush, earthen belt. It is close enough to Firefall to be tropical, but far enough away to have plenty of moisture. The asteroids within the belt are as likely to be forested as farmed, and none are barren. Burrowing beneath the surface of most asteroids, even a little way, will reveal gems or precious metals. The Antilans have, without a doubt, the richest territory in all the Cluster.

While the asteroids and their vegetation are impressive, the most outstanding features of the belt are the “flat worlds” of Kashimar, Mu-Thalak, and Tan-Sharm. All of these artificial worlds are hemi-spheres with their flat sides gently inclined toward Firefall. The flat worlds rotate very slowly, giving a semblance of a day/night cycle which is almost unique within the Cluster.

Description: Kashimar is reserved for the greatest of the Sun Mages (and their slaves), who have devoted their lives to the study and improvement of sunmagic or other magical disciplines. The Arcane prefer to live here as well, guiding the construction of the Darkgate from deep within the great Crystal University. This “center of learning” was created by the Antilans to provide a free exchange of mystical knowledge among the Sun Mages.

What happened was predictable: the Sun Mages used the University as a way to gain prestige. Infighting is still rife within the walls of the university, as mages jockey for position and try to gain new knowledge without giving away too much of their own learning. Since the Arcane took up residence here, things have worsened. The Arcane seem to take great pleasure in playing the mages off one another, and use this game to keep the Sun Mages unaware of the Darkgate and its purpose.

Outside mages have come to the University, but almost always in the role of advisor and teacher rather than student. The Antilans are always eager to learn outside secrets but loath to part with their own.

Mu-Thalak is home to the great noble houses of Antila and their slaves. This flat world is the most beautiful of the three, with all the homes constructed of multi-hued crystals and the streets of hammered copper inlaid with intricate enameled designs. No non-Antilan has ever set foot upon Mu-Thalak, but there are artists’ renderings of the place in many noble homes throughout the Cluster. The whole of the place was designed with a graceful sense of symmetry laid out by early designers. Though the city proper has grown quite a bit since it was first designed, the intelligent use of space and adherence to the early plans have created an ideal place to live.

Mu-Thalak does have a dark little secret, however. A strange cult has reared its head recently, and quite a few of the nobles have become enamored of its customs. Even among the pleasure-loving Antilans, these nobles have become known as excessive hedonists who indulge their every desire. The slaves of such nobles live in fear of who might be called to serve at one of the cult’s parties, knowing that slaves present at such functions are not seen again.

What the nobles do not know is the source of the cult. They believe that one of their own kind originated it and designed its precepts in accordance with some ancient theology. In truth, a Varan infiltrator with psionic powers conducted the first meetings, using his powers to influence the perceptions of the Antilans who were there. Since that time (a few years back), the Varan has used his influence with the Antilan government to discover useful information for his illithid masters.

So far he has managed to remain undetected, but any slip-up could reveal the Varan servant for what he is. Following that there would be the purging of all the noble houses involved, and the inevitable wars for position would begin. The illithids know all of this, and are currently debating whether or not it would be worthwhile to sacrifice their operative to create such chaos within the noble houses.

Tan-Sharm is the most mysterious of all the flat worlds. The Antilans not only disallow the presence of any non-Antilan (who isn’t a slave) on the flat world, they are also known to immediately attack any spelljamming vessel that comes within a hundred miles of the place.

The reason for their paranoia concerning outsiders near Tan-Sharm is a result of the unimpressiveness of Tan-Sharm. Home to freemen and their servants, Tan-Sharm isn’t much to see. The buildings are old and collapsed in some parts, and the roads are rutted dirt trails. Because no one of importance lives here, there is very little policing done and crime has run rampant. Tan-Sharm is a metropolitan nightmare, with all manner of criminal syndicates vying for control of the population.

The freemen in some sections of the city have banded together against this threat, and are bent on taking their city back. Such restorationists can only do a little at a time, but they are getting their neighborhoods back in shape and banding together against the criminal element. If the Antilan Empire was to give them any aid at all, they would surely be able to turn the tide and take their city back from the criminals. As it stands now, though, they are a small force facing a huge threat. Sooner or later they are going to be crushed.

The more daring of Tan-Sharm’s freemen are looking beneath the surface of their city for help. It is well known that the city has been built and rebuilt several times over the centuries, with previous levels serving as the foundations for the new one. Some residents of Tan-Sharm believe that there may be powerful magic hidden down there and would seek it for their own uses. A few of these men and women might even go so far as to smuggle in some adventurers to do their dirty work for them. Even though this would be a defiance of their rulers, the citizens of Tan-Sharm are starting to believe that they have no other choice.

What no one knows, or even really suspects, is that a large number of baatezu are imprisoned within each of the flat worlds. As creatures of great power, they serve as a power supply of sorts, keeping the flat worlds moving. None of them are at all amused by their current situation, and have been plotting their escape for millennia. All of Antila has forgotten about how the flat worlds were created and powered. The people of Tan-Sharm must be very careful, lest they come into contact with some of these devious creatures and mistakenly set them free.

Characters must be no less careful if they confront these creatures. Most PCs will never have seen such beasts before, and may be seriously injured or slain before they have a chance to discover the nature of their assailants. DMs who decide to send their characters on this sort of adventure should be careful to balance the scenario. Only the most powerful characters could possibly survive.

If any of the baatezu are released from their prison, that flat world will stop rotating on its own axis, bathing the city in either eternal night or a never-ending day (depending on which side is facing the sun when the rotation stops). This will immediately grab the attention of the rulers of Antila, who will send a large force to rectify the situation.

They will be too late to solve the immediate crisis, but they should be able to track down and dispose of the baatezu before they become much of a problem. Characters who are even remotely connected to the escape of the baatezu will earn the undying wrath of the Antilans. Of course, they may also gain the respect of the illithids through the same act…

Overall, the Golden Girdle is in a section of space reserved for the ships of the Antilans. Other ships are rarely welcome here, and are often driven out of the Girdle by force. Characters who wish to adventure here will have to use stealth and guile to avoid attracting unwanted attention. Of course, characters could also be brought to Antila as slaves and have to escape their captors, throwing them into the midst of Tan-Sharm’s current difficulties.

### Hatha

Type: Irregular, water (ice)

Size: 80 miles

Population: 25,000

Primary Inhabitants: Thoric

Natural Resources: Fur, ice

Imports: Building materials, food

Exports: Cold weather gear, ice

Seen From Orbit: Hatha is a glaring blue-white, visible from more than a thousand miles. There are no discernible surface features, other than the occasional plume of smoke or a pack of wandering beasts. As the traveler comes in closer, ice sailers are visible skimming across the snowy plains and the snow-built dwellings of the Thoric are easily spotted.

Description: Hatha is a harsh, unforgiving asteroid, as is typical of Thoric homelands. Unlike most asteroids in the Astromundi Cluster, Hatha has weather, or the nearest thing to it. A biting wind constantly scours the surface of Hatha, driving before it a blinding cloud of ice crystals and powdered ice. It is this wind that allows the Thoric to use their ice sailers and is viewed as both blessing and curse; blessing because it does permit rapid transportation, curse because of the storms it generates. Given a choice, most Thoric will stay well clear of the so-called “toothed wind.”

Because of the toothed wind, the Thoric of Hatha have decided to build underground dwellings carved from ice. Individual rooms are lined with furs and are quite warm, but hallways and tunnels that link the various homes together are unadorned and frigid. Cooking and other activities that require fire are taken care of around the shafts. These large ventilation tunnels penetrate the dwellings in various areas, providing a means to remove smoke and keep the air fresh. The areas around the shafts are quite large and also serve as communal meeting places, allowing the residents of the area to gather and talk.

Thoric of Hatha

There are five separate dwelling centers under the surface of Hatha, each of which contains some 5,000 Thoric. These huge structures must be constantly renovated to keep them safe for expansion. Each of the colonies has “dead areas” in which the ice has become rotten and no longer safe to dwell in. The colonies grow around the dead areas, expanding in a widening circle that seems to spread every day.

The Thoric are governed by five Wise Women, and each Wise Woman oversees a separate colony. The Wise Women are not like a standard government, in that they have no real authority. They are respected by the Thoric, and their suggestions are almost always taken to heart. But, theoretically, every Thoric is responsible only for himself. Among a race less honorable this would be a recipe for disaster, but among the Thoric it allows a great deal of personal freedom while still maintaining a cultural standard.

Traders to Hatha (or most other Thoric settlements) are likely to be confused by the lack of centralized trading areas. If you want to cut a deal, you have to get permission to go down into the colonies and hawk your wares to those who live there. Of course, if you’re selling raw goods it makes you job a little easier, but not much.

Because there are no trading centers it is near to impossible to shop around for the best buyer, and most traders to Hatha have learned to deal in quantity, not quality, in order to make a profit. Another popular trading scheme is to trade goods to the Thoric in exchange for their raw materials. Often, the materials gained by trading can later be sold for a far greater price than could have been obtained selling to the Thoric. A good rule of thumb for traders to Hatha is this: expect to make only a very marginal profit on every unit of goods that you trade. In order to make money trading with the Thoric, you have to bring a lot of trade units.

Hatha has become a Mecca for artifact seekers in recent days. Large areas of rotten ice collapsed, revealing strange dwellings encased in ice and obviously quite old despite their near-perfect preservation. The news of these finds spread like wildfire through Clusterspace, and before the Thoric knew it, they were being swarmed by treasure seekers of all kinds.

This caused concern among the Wise Women, who were certain that these adventurers would be nothing but trouble. Before any real exploring could occur, the Thoric closed their borders to adventurers, preserving the finds for themselves. A few hardy souls still attempt to find the ruins for themselves, but all but the Thoric have a difficult time finding anything on this icy world.

### Highport

Type: Irregular, earth

Size: 1400’ tall, 3 miles around at base

Population: 25,000

Primary Inhabitants: Mixed

Natural Resources: None

Imports: All necessities

Exports: Various trade goods

Seen From Orbit: From orbit, Highport looks like an asteroid with a tower spearing up from it. Atop the tower is a strong purple light, the Beacon Arcane. Lights dot the tower from top to bottom, some tiny pinpricks of soft, yellow light, others barely outlining the gaping maws of shadowy docking bays. The asteroid itself is also lit here and there, mainly where small clusters of buildings are huddled at the base of the tower.

There are a few landing bays within the asteroid itself, but these are almost unnoticeable and appear to be in various states of disrepair. Ships flutter about the tower and asteroid, hovering in place as they wait for an open landing bay, or ducking and weaving as they search for a way through the crowded pattern and into wildspace.

Description: This is the only Arcane-held trading facility in the whole of the sphere. As such, it is a grandiose affair, much larger and more spacious than it needs to be and all the more impressive for just that reason. Hundreds of ships can dock in and around the tower and asteroid, and most often do. It is rare to wait less than twelve hours for a spot to land. Because traffic control is almost nonexistent, this can be quite tricky. Most ships float as near as they can to a bay, and as soon as someone leaves they fly right in. Under this system, politeness will get you nowhere. If you aren’t aggressive in getting a spot, you could very well wait for days before someone lets you in ahead of them.

Inside the tower, Highport is a festive place. Most intelligent races can be found somewhere within its walls, including life forms as rare as the reclusive xixchil and powerful dracons.

Highport is divided into a number of sections, each with a fairly specific purpose. Each section may contain several levels, but the lines of demarcation between sections are fairly obvious.

The first level is the mine, whose passages riddle the asteroid upon which Highport stands. It is here that slaves toil endlessly in search of any scrap of metal or gems to fulfill the harsh quotas their neogi taskmasters set for them. The mines are foul places, with hellishly primitive working conditions. Slaves often die before finishing their first year in the mines. The mines are kept from the eyes of visitors, especially those who might view them as a reason to stop trading at Highport or who might tell the Hidden about what is going on.

Above the mines are the slave pits, the lowest level of Highport’s tower. The pits are surprisingly well maintained, and the slaves regularly fed and cleaned. While they are kept chained, the slaves are property of the Arcane, and the Arcane treat their tools well. After all, sickly, underfed slaves can’t do nearly as much as healthy ones.

An unofficial section of Highport, Rogues’ Alley is a crowded, squalid sector of the trading port. Here is where the down and out go, to the cheap taverns and filthy hostels where they drown their sorrows in potent drink. Thieves and killers stalk the corridors of Rogues’ Alley with impunity. The Arcane have declared the Alley a free zone, and do not enforce laws there. The only areas within the Alley which are safe are those that lead between the slave pits and the next level, Minstrel’s Way. Rogue’s alley is cheap to stay in, with prices for a night’s stay and a meal averaging 3 to 8 sp.

Minstrels’ Way is home to some of the most practiced bards in the Cluster. Though conditions are rough at best (a bare step above Rogue’s Alley), the bards seem right at home. The Arcane have carefully controlled the number of bards that are allowed within the Way. Spending time here is an experience that most bards have paid dearly for, and the Arcane want to be sure that they will keep paying. The greatest bards are allowed to come here for free, and lesser bards pay the Arcanes’ outrageous fees in order to study at the feet of the masters.

The Way is also home to a small but dedicated group of the Hidden, who use the winding passages of the Way to strike at the oppressive nobles who come here to hear poetry or opera. The Arcane have attempted to drive the Hidden out of this area, but have had limited success.

The Way is a bit more expensive place to stay, with prices running from 5 to 10 sp. The shows and poetry readings are considerably more expensive than similar entertainments in other parts of Highport, and some cost as much as 5 gp to attend.

The Dwarven Quarter sits above Minstrel’s way, and is perhaps the safest area of Highport. The dwarves come to this place for the same reasons that bards flock to Minstrel’s Way. Dwarves, however, refuse to pay the prices the Arcane once demanded, and now the Dwarven Quarter is a place where knowledge is passed freely back and forth between masters and apprentices.

Few other races are comfortable here, and even uninvited dwarves shun the place. Dwarves are notoriously finicky about whom they teach their metalworking arts, and those who come uninvited often find themselves rather roughly dismissed. The cost of the average night’s stay (including a meal and moderate entertainment) costs from 2 to 5 gp.

The next section is the largest in Highport, and is simply referred to as the Commons. Here is where the average traveler goes to rest, and it is here that the majority of Highport’s visitors find themselves. Not especially fancy or elaborate, the Commons are simply a good place to relax and make some deals with traders that one might not see at home. The Arcane realize that the Commons are where the majority of their port’s wealth comes from, and visitors there are well treated. Crime is low because of the strong security present, but mishaps do happen despite this. Most often these are minor offenses such as pickpocketing or room-pilfering, but occasional assaults are not unknown.

The cost for staying in the Commons is reasonable considering their safety and luxury. A room for the night (including a meal) runs around 5 gp and entertainment is abundant. Shows of various sorts are almost always underway, and can usually be seen for less than 5 sp.

Above the Commons is the famed Highport Repair Deck. The Deck is manned by Calidian workers who know just about everything that there is to know about ships, from putting them together to taking them apart. It is said that Calidians can put any ship back in shape, though they do charge an arm and a leg for their work. Assume any repairs performed on ship at the Deck cost twice as much, but only require one half the time. Deck repairs are also known to improve the existing ship, so there is a 10% chance that any repair performed here will raise the SR by 1. This can only occur once, after which the ship is at its peak performance.

Naturally, the repair deck is just below the Dock. The Dock is where most ships put in and unload cargo. Private ships can put in at the numerous bays scattered throughout the port, but all trading vessels must dock here for customs. Ships are checked for contraband (the only things not allowed are powerful magical items and items that compete with the Arcane market on spelljamming equipment) and their cargos are logged in.

Interestingly, no trading is allowed on the Dock, but must be conducted in the Great Bazaar. This requires all traders to buy a stall in the Bazaar, which is not at all cheap. Goods are stored on the dock until purchased, and then loaded onto the buyer’s ship. Characters who are not in the good graces of the Arcane should not come through here if they can avoid it. It is here that the Highport security teams will nab those the Arcane wish to enslave, and such prisoners are rarely seen again.

The Great Bazaar is right above the dock, making it easier for traders to come and go. The Bazaar is huge, littered with stalls and wide open terraces lined with people hawking their wares. A stall here rents for 100 gp/day, regardless of its location, and all are the same size (10’ x 10’). Carts must also be rented, but are much more reasonably priced at only 30 gp/day. Characters who attempt to trade without renting a stall or cart will certainly find themselves on the wrong end of Highport security.

The advantage to trading at Highport offsets this cost for most traders, due to the volume of buyers that passes through the port. On a given day, a merchant can sell twice the number of items he or she could sell elsewhere. Deals are also available for the careful shopper. Those that are looking for specific items may find them at as much to 50% off if they spend a few hours looking around at the various stalls.

It should be noted that characters can’t just buy things at the bazaar. Merchants are not allowed to store any goods for sale here, only display samples. When something is bought, the merchant gives the purchaser a ticket which is then taken to the Dock where the actual merchandise is held. There, characters must pay a 10% tax on their purchases.

The Garden is nearly as famous as the Bazaar, and is home to some of the most exotic botanical wonders to be found in the Cluster. The whole of the place is interlaced with rope bridges and natural-looking terraces that seem to be part of the plants to which they are attached. All are welcome to pass through the Garden, but harming any of the plants or small animals that live here is a capital offense. Highport depends on its Garden to produce breathable atmosphere, and the Garden is dependent on a fragile, sophisticated ecosystem.

Above the Garden is one of the most luxurious areas in the Cluster. The Reserve, as it is called, is an area that caters exclusively to the very wealthy. This area is completely crime free and filled with servants who have no purpose but to cater to the whims of the guests. Staying in the Reserve is outrageously expensive, costing somewhere between 750 and 1,000 gp a night. This covers the cost of a room and all meals and other entertainments, but the popular gambling halls require the players to put up their own funds.

Rulers and heroes from all over the Cluster come to stay at the Reserve, giving themselves a vacation without worries. But not everyone is allowed within the Reserve. Those who wish to come here must make arrangements almost a cycle in advance, giving the Calidians who run the place a chance to check out the visitor’s background. Those that are found to be in trouble with the law, or known ruffians, are turned away politely, but firmly. The Hidden have made many attempts to get an agent into the Reserve, but have been unsuccessful so far.

The Arcane private quarters sit above the Reserve. No non-Arcane has ever been within their quarters, and it is likely none ever will. The entire area is dimly lit and furnished in soft, pliant materials. The walls, ceilings, and floor are all carpeted in luxuriant style, and the temperature is kept at a constant 75 degrees. This allows the Arcane to wonder about mostly nude, which is comfortable to them.

Certain areas of the private quarters are kept as illithid holding pens, where Arcane can interrogate the mind flayers at leisure. Illithid travelers to Highport are warned to be on the alert for agents of the Arcane who are rumored to steal unwary mind flayers for Arcane experiments.

The highest level of Highport is reserved for the very wealthiest visitors. Known as the Haven, its rates are not paid in currency, but in promises of future favors to Highport. This keeps those who are not powerful in their own right out of the Haven, and cements those who come here together. The most exotic appetites can be sated here, and the most deplorable rites are said to enacted within the Haven’s shrines.

In truth, the Haven is an area where the Arcane have subtly introduced the concept of the Darkgate to those who might be able to help them put it together. Mages, psionicists, and other powerful characters may be asked to come to the Haven, where the secrets of the Arcane will slowly unravel for them. The danger is that visitors to the Haven are rarely allowed to leave without first pledging to aid the Arcane. Those that take the pledge and do not carry through on their assigned tasks may find themselves attacked by Antilan crystal ships or stalked by mysterious assassins.

In general, Highport is a good place for adventurers to come. They can find all manner of work here, and have their ships outfitted or repaired as well. With so many different types of people here, it is very possible for characters to find virtually any sort of hireling they might need, as well as any obscure piece of equipment necessary.

There is also adventure aplenty awaiting the most daring hero. Slaves could be rescued from the hellish mines, or nobles kidnapped from the near-impregnable luxury hotels of the Reserve or Haven. Of course, such adventures are almost always frowned on by the Arcane and their neogi and Calidian allies, and Highport security is notoriously forceful in its dealings with characters.

But Highport can also be a very dangerous place. Characters who have made themselves known enemies to the Arcane should avoid this place if at all possible. Otherwise, they could very well end up imprisoned in the deadly slave pits.

Riktal Vlakis, Dracon Warrior

Riktal Vlakis, Dracon Warrior

AL LG; HD 6; hp 33; THACO 15; #AT 2 or 1; Dmg 1-4/1-4 or by weapon type

Equipment: Riktal has fallen on hard times. The only item that he still owns is a battered old scimitar given to him by his father. Riktal will not use this weapon in combat until he can wield it against the elves that destroyed his pack.

Description: Riktal is a Dracon without a family. As such, he appears shrunken and somewhat deformed. His depression at the loss of his tribe has caused him to neglect personal hygiene; his skin has become spotted with the remnants of his last few meals, his scent is more than a little pungent and his eyes are dull and cloudy. Riktal will rarely stand at his full height, seeming to lack the energy to rise to more than a half-crouch.

Those that see Riktal may at first believe him to be a drunk or other undesirable. If some time is spent getting to know him, though, it will become obvious that the Dracon is just depressed. If a group of characters hang around him long enough, the Dracon will start to perk up. He will start calling the characters “packmates” and try to teach them the proper path of Dracon behavior.

Riktal came to the Astromundi Cluster several months back. He and some of his packmates had hired on to act as mercenaries for a neogi trading ship. Unfortunately, the neogi ship was destroyed in an asteroid storm shortly after entering the Cluster. Riktal managed to survive, as did a few of his pack-mates. Elves found them however, and were less than merciful. Several of Riktal’s packmates were killed outright by the xenophobic elven warriors, and Riktal himself only survived because he was struck unconscious and left for dead.

The Dracon was later picked up by a group of Thoric merchants who were on their way to trade with some ships that had only recently entered the Cluster. The Thoric took Riktal with them, and nursed him back from the edge of starvation. Riktal accepted the burly traders as his packmates, and seemed to be improving.

The Thoric, however, quickly found out how much a Dracon can eat. When the Thoric arrived at Highport, they asked Riktal if he would please stay there and wait for them, never intending to return.

Riktal reluctantly agreed and has fallen into deeper and deeper depression since that time. Characters may find him in any of the lower class areas of Highport, most likely in Rogues’ Alley or the Great Bazaar. Once he hooks up the characters, Riktal will try to get them to take him back into wildspace. He has two things that he wants to accomplish: first, he wants to find the Thoric who helped him and thank them and second, he wants to find the elves that killed his packmates and revenge himself on them.

If the characters agree to help him perform the latter task they will no doubt become involved in all manner of trouble with the elves. This can be the start of a long-running series of adventures centering around the elves and their attempts to take care of the characters. The only way the characters will be able to clear their name is to justify their actions to the elves, an unlikely proposition at best. More likely, they will have to hire themselves and Riktal out as mercenaries to any group willing to protect them from the elves.

### The Inner Ring

Type: Belt, earth

Size: Varies

Population: 10,000,000+

Primary Inhabitants: Mixed

Natural Resources: All

Exports: All

Imports: All

Seen From Orbit: The Inner Ring is the most densely populated asteroid belt in the Cluster. There are literally millions of asteroids, and a large percentage of these are inhabited by one sort of creature or another. From the outside, the Inner Ring is a great accumulation of asteroids. On the larger ones can be seen the tell-tale lights and columns of smoke that tell of civilization. On others are small forests, and on still others there are gardens and other cultivated areas.

Ships are omnipresent in the Ring, traveling from one port to another or merely passing through. Some areas of the Ring can be seen as darker than others, hidden from the sun by larger asteroids. These sections are known as the Grim Regions, and are largely unexplored and inhabited by all manner of strange creatures and hostile monsters.

Description: The Inner Ring is the center of civilization in the Astromundi Cluster. Nowhere is population so dense and so varied, or cultural tensions so lax. Ironically, it is the neogi who are largely responsible for the success of the Inner Ring, and for keeping the peace.

When the neogi were first establishing themselves as the trading power in the Astromundi Cluster, civilized areas were few and far between. This scattering of small communities spread across millions of miles was not exactly an economic paradise. The neogi managed to convince the other races to establish trading bases within the Inner Ring.

There, they promised to provide price breaks and other incentives to keep the people there. The Inner Ring became a sort of free market, though the neogi controlled who could trade with who. The other races balked at this at first, but quickly succumbed to the greater economic might of the neogi.

Over time, the trading colonies grew larger, and eventually support colonies were needed to maintain them. Now there are all manner of settlements within the Inner Ring.

When the illithid/Antilan disputes began to bring their unrest to the relatively peaceful Inner Ring, the neogi stepped in. Using their economic clout, they forced the signing of the now-infamous Neogi Agreement. In short, all those who trade in the Inner Ring must abide by the following three restrictions:

1. They must never bring their wars or disputes into the Ring.

2. A portion of all profits must be given to the neogi who so benevolently established the wondrous trading circle of the Inner Ring.

3. No one may raise a hand against a neogi.

These restrictions are enforced by fears that the neogi will withdraw their support from the Inner Ring, causing its collapse. All races have become somewhat dependent on the trade generated by the Inner Ring and will do nothing to jeopardize their status in the Ring. If anyone does break the strictures of the Neogi Agreement, all other races in the Inner Ring will turn against them.

The neogi are aware that their power in the Ring is a legacy left over from an older age, but also know enough to promote the image of neogi as trade rulers. The other races may someday realize how simple it would be to turn against the neogi, but are now content to benefit from the Ring and the peace generated by the Neogi Agreement.

The Ring is not populated evenly, but in clumps based around trading colonies of various sorts. The three most important colonies are discussed below, and following these is a description of another largely populated area of the Belt.

#### Atalan

Type: Irregular, water

Size: 100 miles

Population: 100,000

Primary Inhabitants: Antilans

Natural Resources: Water, vegetation

Exports: Water

Imports: Building materials, meats

Seen From Orbit: Atalan is an amorphous conglomeration of water globules that orbits a huge city. The city is Atalan proper, and is the primary gravitational body in the area. Atalan was the original Antilan trading post, established in order to serve as a watering station for Antilan crystal ships headed back to the Golden Girdle.

Since that time, it has become one of the primary trading ports in the Ring. The water around Atalan has been added to over time with the addition of ice asteroids which melt this close to Firefall. Numerous ships can be seen around Atalan, but most are crystal ships. There are no Thoric trading vessels to be seen, but a couple of Calidian lanceships and neogi spider-class vessels are usually about.

Description: Atalan is not the largest of the three main trading ports, but it is one of the most famous. Atalan is the center of Antilan influence in the Ring, and as such has impressive defenses. It is also fondly thought of by most other trading ports for its soldiers. On leave, Antilan soldiers frequent other ports, many of which have come to cater to Antilan tastes in order to attract this clientele.

Atalan itself is a favorite stop for visitors to the Ring, despite the oppressive air given by the numerous crystal ships and masked warriors. Atalan has become known as the premier culinary delight of the Ring, and famous chefs from all over come here to sample dishes and guess at their secret ingredients.

Warriors also frequent Atalan, either seeking mercenary work or admiring the fine weapons of the Antilans. Some have been known to study with Antilan war-masters, but this practice has died down considerably for fear the illithids would discover Anti-Ian warfare secrets.

The other draw to Atalan is the ability to trade in magical goods with the mages of Antila. This is one of the few ports where such trade is sanctioned, and goods and knowledge move briskly. Characters in search of magical knowledge should begin their search here.

#### Sharona

Type: Sphere, earth

Size: 900 miles

Population: 1,000,000

Primary Inhabitants: Calidians (house Lanish)

Natural Resources: Wood, vegetables, fruit, crops, livestock

Exports: Livestock, wood

Imports: Iron, water

Seen From Orbit: Sharona is a beautiful jewel of an asteroid, covered with lush forests and rich earth. There is little sign of habitation here, only an occasional marked spaceport. There is surprisingly little free water to be seen around Sharona; the major body of water is Lake Forcry within the Goldwood.

Description: This is the largest trading port in all of the Ring, and is also a refuge for many Calidian noble houses. Here the Calidians have found a place where they are not hounded or captured for slave camps, and where they can live in peace. They have prospered in the “hands-off” atmosphere fostered by the neogi and proven that they are more than competent traders.

Most of Sharona is off-limits to those who are not of Calidian descent. The Calidians have established underground refuges for themselves, and limit their visitors to relatively small trading zones.

Traders have found Sharona to be a wonderful place to trade, however, because of the Calidians’ reluctance to deal directly with the Antilans. This allows non-Antilan merchants to acquire Calidian goods that can be sold to Antilans for a good profit. The Antilans have grumbled quite a bit about this in the past, but are unable to take any direct action because of the Neogi Agreement.

Sharona has also become the sight of some rather strange goings-on. The Calidians have tunneled extensively in their asteroid home, and have discovered a hidden enclave of apparently sleeping psionicists. The beings they found are human, but appear to be very old. While they are alive, all attempts to wake them have failed thus far.

Since their discovery, the psionicists have become the focal point of Sharona. Psionicists from other races have been hired, and for the first time non-Calidians are in the underground cities of Sharona. The Calidians are desperate to uncover the riddle of the psionicists, because their presence seems to be attracting all kinds of strange creatures.

Most recently, three monitors (MC 9) arrived on Sharona and demanded to be taken to the psionicists. Monitors are quite rare in Clusterspace, and the sight of three of them in one place alarmed the Calidians to no end. When taken to the psionicists, the monitors simply stood in the room for a few seconds, and asked to be taken out again. What they learned is a mystery to the Calidians, as they refused to speak of what they had learned.

What the monitors discovered is this: the psionicists were once members of the Astromundi aristocracy, before the First Cataclysm. They locked themselves within a sealed chamber deep underground to escape the growing depravity of their race. There they turned their minds toward the greater good, doing what they could to use their powers for law and order.

What they discovered was the strange demi-plane of thought, which has essentially trapped their minds. There they have wandered for millennia, studying the place in an attempt to escape. If they could be freed, they could very well change the balance of power in the Astromundi Cluster. The Calidians do not know any of this, but suspect some of it. Their own psionicists have tracked the astral cords of the sleepers (for a distance anyway) and know that they are no longer on this plane. Other than this, they know only that these must be extremely powerful beings to have survived for so long out of their bodies.

DMs are encouraged to keep the sleepers an unexplainable mystery until it suits them to do otherwise. Perhaps they could be revealed if things go badly for the characters and they cannot defeat the illithid or Arcane plots. Or the psionicists might be an even worse race of tyrants, driven mad by their stay in the demiplane of mind. If so, they could be a major threat when released.

If the sleepers are ever freed from their imprisonment, they should be assumed to be of nearly godlike powers. They will certainly have all the psionic abilities in the Complete Psionics Handbook at a very high level of ability, and likely any more that the DM can come up with.

An even stranger turn of events might link the sleepers to the DARK SUN® world. Perhaps they are prisoners of a sorcerer king, or were trapped by a powerful dragon. This can lead to a very strange campaign, however, so DMs are warned to take care before bringing in this sort of complication.

#### Thundazar

Type: Sphere, earth

Size: 80 miles

Population: 20,000

Primary Inhabitants: Antilans/Calidians

Natural Resources: Gold, Gems

Exports: Worked jewelry

Imports: Food, water, livestock

Seen From Orbit: Thundazar was once a dwarven world that had been mostly mined out. From a distance it is a relatively dead world, covered with old muck piles left over from dwarven tunnels. Ancient smokestacks dot the surface, most of which are no longer active. Antilan crystal ships can be seen floating near Calidian lanceships, a sight rare anywhere in the Cluster.

Description: Thundazar is the only place where Calidians and Antilans work together, and the Calidians are not viewed as slaves.

Calidians discovered Thundazar after the dwarves left it, and chose it as a nice place to hide from the many races that sought to enslave them. After they settled here, they discovered that the dwarves had not taken a look at the neighboring asteroids, which turned out to be loaded with mineral wealth. The Calidians at once set about mining these asteroids.

Rather than ship out the gold and jewels in a raw state, the Calidians found they could make more money creating elaborate jewelry. But they had to be careful, and lost quite a bit of money channeling the jewelry through secondary traders so the illithids and Antilans would not find and enslave them.

Eventually, however, a group of Antilans discovered the Calidians’ hide out and made plans to plunder it. Only the Neogi Agreement saved the Calidians. The Sun Mages were forced to reconsider their attack plans, and rather than lose the wealth altogether, they elected to partner themselves with the Calidians.

Leery at first, the Calidians decided to give it a try, and if it didn’t work out they could always call for neogi arbitration. But it did work out, and today the Antilans and Calidians of Thundazar have a very profitable relationship.

The Antilans are the strong arm of Thundazar, using their crystal ships to patrol the mineral asteroids that have been claimed as property by Thundazar. The Calidians spend their time crafting all manner of fanciful jewelry and ornamentation, most of which is sold to the nobles of Antila or other extremely wealthy individuals. Magical items comprised of precious metals are beginning to enter circulation, but are still quite rare as the Antilans do not want their magical prowess being bought and sold like any other bauble.

Visitors to Thundazar are often surprised by the hospitality of the place. From orbit, Thundazar looks like a world long dead and stripped of its resources. But beneath the surface is a large city. Huge portals carved through the asteroid allow light to enter Thundazar, and in some areas multi-hued crystals hang in the light, showering whole blocks with beautiful colors. The buildings themselves are an interesting mixture of Calidian and Antilan design, most having large, ornate main halls with tall spires rising off of them.

Food and drink are relatively cheap, plentiful, and quite good. The cost of a meal runs anywhere from a few coppers for a plain meal and a tankard of water, to ten or more silvers for a fine meal complete with wine and many courses. For those concerned about their finances, uncooked vegetables and filling breads can be bought from most places for a copper or two. Inns offer rooms for prices that are comparable to the average throughout the Cluster, though the rooms are often quite elegant and the service excellent.

The Calidians here are much more friendly and outgoing than their relatives in other parts of the Cluster, mainly because these people do not have to fear slavery at every turn. Calidians of Thundazar are willing to talk to characters of any race, and to lend whatever help they may without actually leaving Thundazar.

The Hidden also exist here, as might be expected, though they are much less prevalent than one might think. Because of the close alliance between Calidian and Antilan on Thundazar, the Hidden remain in the background, afraid to upset the delicate balance. Still, their subtle presence has earned them a good deal of information about the Antilans and their societal practices.

The Antilans are a more tolerant lot than those of their kind elsewhere. They still wear the masks of their people, but here it is more a matter of pride and honor than the psychological need it is in other Anti-Ian colonies. This is an excellent place to have player character Antilans come from, because these Antilans are much more aware of the worth of other races. Viewed as somewhat soft by other Antilans, the Thundazar Sun Mages believe themselves to be a more balanced people than others of their kind.

They point to the fact that they have maintained good relations with other races as proof that racial tolerance is a viable alternative to empire-led genocide of outsiders. Thundazar is one of the few trading outposts that has managed to consistently turn a profit without resorting to violent means.

Which is not to say that there is not some friction on Thundazar. A part of the Hidden have begun advocating throwing off the “yoke of oppression” they believe the Antilans are preparing to place upon the Calidians of Thundazar. These Hidden would like to begin a systematic process of assassination, slowly weeding out the Antilan leadership and driving the soldiers off as well. Cooler heads have thus far prevailed, and the Hidden are content to simply watch and make sure the Calidians do not end up enslaved here.

For their part, the Antilans have a larger and much more vocal group that has begun preaching racial hatred in the streets. This group advocates enslaving all non-Antilan races, especially Calidians and illithids. The Antilan leadership on Thundazar is trying to find out who is behind all of this, but has been unable to turn up anything concrete so far. The Hidden are nervous because of this group, and will surely kill its leaders once they are found.

The Antilans have not come right out and said it, but they would probably not be too upset if something happened to the hate mongers among them. They realize that this group has already cost them considerable money, as the Calidians turn some of their people from jewelry-making to security. The Antilans also know that if anything happens to the Calidians of Thundazar, the consequences of violating the Neogi Agreement would virtually destroy the Antilan economy.

Included on Card #16 in this set is a diagram of the Inner Ring. This is, of course, not the whole Ring, but one of the more densely populated sections. Known as the Ring Cradle, this area was among the first to be populated following the Neogi Agreement. Each of the various ports is briefly described below.

1. Graz - This dwarven outpost is known for its excellent weapon-craft. All weapons purchased here cost double the normal price and cause an extra point of damage in combat. This benefit is not magical but the result of fine workmanship, and these weapons will not damage creatures that can only be harmed by enchanted weapons.

2. Pakrill - The Thoric use this lumpy asteroid as a repair base for their Thoric tradesman. The entire asteroid is given over to the care and repair of these vessels, and few other ships are allowed in range. On occasion, the Thoric will allow merchants to pick up trade goods here, but this is not common.

Port Slythe

3. Port Slythe - An exciting place even at its most subdued, Port Slythe is the largest tavern in the Cluster. More than 6 square miles of rooms cater to all races and tastes. Humans account for the majority of the Port’s business, with dwarves coming in a close second. Neogi and illithids are not uncommon sights here, either, but prefer to keep to the lower areas, which are reserved for their kind.

4. Salango - Known as the Warzone, this hollowed out asteroid is owned by an Antilan/Neogi consortium, and is home to some of the most fantastic gladiatorial games in the Cluster. Surprisingly few of the gladiators are forced to fight; the typical gladiator here is a free man out to make a buck. In most match-ups, humanoids are pitted against each other in one-on-one matches. Once or twice a week, however, there are Grand Melees in which numerous opponents are thrown into the same ring and must fight to the last man.

Combat to the death is not the rule here, as most gladiators will accept an opponent’s admission of defeat. Very few fighters will kill an opponent who yields, knowing that if they do, the same could happen to them in the future.

5. Lojir - The cheapest ship-repair yard in the Ring. All repairs here cost 3/4 of the normal price, but there is a chance that the repairs will not be done properly and will fall apart later. DMs should make a percentile roll for each repair. On a roll of 70 or more, the repairs will fail at a later, dramatically appropriate date. The Thoric here are not shoddy workmen, but try to do the best they can at the lowest price. Many spelljamming crews swear by the repair yards at Lojir, but those who have experienced a failed repair curse them just as loudly.

6. Sulimi - The elves aren’t a particularly social race, but they realize the importance of maintaining trade with the other denizens of the Cluster. Sulimi is their most important trading port. Here, spelljamming traders can hire elven ships for trading out of the sphere. The elves are more than happy to do so, on the terms that they will receive 10%-30% of the cargo, depending on the size of ship hired and the amount of work the elves will be required to do.

7. Makasi - The Calidian/Thoric port of Makasi is the place to hire mercenary crews. The personnel here weed out the shirkers and weaklings from those who come looking for work, leaving only the most competent mercenaries. Characters in need of skilled hirelings should come here.

8. Calinok - The tension in this port is almost palpable. Both the Thoric and the Antilans claim this asteroid as their own, but cannot fight over it because of the Neogi Agreement. Now, they exist side by side, but rarely interact with one another.

Adding to the aggravation of the races, the Antilans use Calinok as an auction block for slaves, and the Thoric make no bones about allowing the Calidian Hidden to hide out here. As a result, Calinok has become run-down, and is seldom visited by anyone but neogi and the Hidden.

9. Belgeron - This is mage heaven. The illithids and neogi have pooled their resources to make a research facility that is divided into several separate areas. Each area is fully equipped with all the necessary equipment and staffed by two to four assistants. PC mages can rent out an area within Belgeron (and two assistants) for 100 gp/week, 50 gp/week extra for three or four assistants.

One disadvantage to working within Belgeron is the strange experimentation favored by the illithids. Twice in the past cycle there have been accidents resulting in death and destruction for all involved.

10. Makaz - The dwarves have set up Makaz as a trading area for raw gold, silver, and jewels. Most dwarven mining products are funneled through Makaz. This allows the dwarves to set their prices as high as the market will bear, and gives them an inordinate amount of power in the trading market.

11. Mangeer - A slave-trading port, Mangeer is avoided by most intelligent races. The Antilans are known to purchase slaves here, as do most neogi spelljamming captains. The Hidden have marked Mangeer as a target for the very near future and will most likely attempt to completely destroy it.

Those areas described above are all on small asteroids, less than 5 miles or so across. Feel free to add as many of these small asteroids in the Inner Ring as you like. There’s plenty of room in the Ring for as many ports and strange places as you can possibly imagine, so there’s no danger of overpopulating the area.

### The Grim Regions

The Grim Regions of the Inner Ring are among the most dangerous locations to be found within the Cluster. The light of the sun rarely penetrates these areas, as the dense asteroid cover cloaks them in perpetual shadow. Undead are common here, the remnants of explorers who had come seeking treasure. Strange ruins can also be found, holdovers from the First Age of Man, that are filled with indecipherable artifacts. Creatures both familiar and bizarre, and almost always hostile, call the Grim Regions their home.

Goblinoids also haunt the Grim Regions, using their hit-and-run piracy tactics to harass any who come too near to their hideouts. Elven ships shy away from the Grim Regions entirely, knowing that if they were to be discovered by goblinoids there, they would never see the light of Firefall again.

There are many rumors about the Grim Regions, not all of which are false. Some are listed below and their veracity noted. These can be used as adventure hooks, or simply as background to bring the Inner Ring to life for the players.

1. A powerful lich calls one of the Grim Region asteroids home. The lich has sworn to destroy all intelligent races that do not bow to his will. Some say the lich has constructed a great castle amid the asteroids. Crafted of black iron and manned by undead, the place is a fortress of evil.

(This isn’t precisely true. In fact, a rather weak wizard has set up a base of operations in the Grim Regions and started the rumor to keep people away from his tower.)

2. Baatezu war bands have been spotted consorting with goblin pirates. Could an alliance be brewing between the two groups? If so, woe betide the elves of the Astromundi Cluster.

(Absolutely false—for now. If the baatezu locked within the flat worlds of the Golden Girdle are ever released, this rumor could become true.)

3. The neogi are hauling construction materials out to the Grim Regions in massive amounts. Wood, iron, and labor are all being bought or hired at an alarming rate. Some say the neogi are building a massive trade port, similar to Highport, for the use of those hunting shadowstone for the Antilans. Others believe the neogi are constructing a private hold for those of their kind, a place where they can indulge their baser appetites.

(In truth, the neogi are building a resort for all races. The neogi smell a real lack of amusement areas within the Cluster, and are hoping to cash in on this before anyone else gets a chance.)

4. The Calidians have been sending lanceships into the Grim Regions. These ships are carrying no cargo, and only skeleton crews. So far, none have returned. It is suspected that they are amassing at a Hidden outpost, but no one knows the real story.

(In fact, the Calidians are putting together a trade fleet, and using the Grim Regions to cover their association with the dowhar. While out in the Grim Regions, the Calidians are being trained by their dowhar allies to better compete with the neogi.

In addition, the giff are familiarizing themselves with the Calidian lanceship, and pointing out improvements to make the slender craft more battle worthy. In a few months, the Calidians will probably be able to strike against the neogi trade lanes, using their giff allies and quick ships to disrupt shipping schedules.

While it is doubtful they will be able to win over trade lanes outright, they will be a pain the neck for neogi traders. Neogi will likely hire characters as mercenaries to track down and eliminate the source of these attacks, or perhaps the Calidians will hire the characters for protection against the neogi.)

5. Illithid scout ships are reported to be traveling the most distant Grim Regions in large numbers. Isolated skirmishes between Varan and Antilan soldiers are also supposed to be occurring, though the Neogi Agreement has prevented the eruption of any major battles. Some of the illithid ships have disappeared, but more are always sent.

(In truth, the illithids are seeking out a piece of the Sunslayer, which they believe to be out in the Grim Regions. A lead from one of the Varan has led them to this particular area, and they will not leave until they have conducted a thorough search.

Characters who head out that way to see what is going on will likely be attacked by very irate illithids. This is a chance to disrupt the illithid plans for the Sunslayer, but also a very good chance to be dead.)

### Ironport

Type: Tetrahedral, earth

Size: 3,000’ x 1,000’ (special)

Population: 21,000 (not including visitors)

Primary Inhabitants: Neogi

Natural Resources: None

Imports: All necessities

Exports: None, service oriented

Seen From Orbit: From orbit, Ironport looks to be a large pyramidal structure made of iron. The surface is dotted with ports and open terraces, as well as weapons such as catapults and ballistae. Ships are always floating about, waiting to land or preparing to leave. Battles are forbidden within a hundred miles of Ironport, and neogi ships patrol constantly to make sure no one breaks that ban.

Description: Ironport is an ingeniously designed port that is actually larger on the outside than it is on the inside. The neogi commissioned the structure, and the dwarves constructed it. What the dwarves did not realize is that they were not completing the port, but merely laying down a skeleton for the neogi to finish. The neogi then used the skills of their own mages and a handful of hired mages to create the spells necessary to finish Ironport.

Ironport

The interior is lined with twisting passageways and huge open-air plazas filled with buyers and sellers of exotic goods. Because of its layout, it is very difficult to tell that the place is impossibly large. The neogi have isolated certain areas as well, further disguising the true size of the structure. Those attuned to such things may notice that tunnels do not match up as they should, but will be hard pressed to pinpoint just what is wrong with Ironport.

The neogi had Ironport built after it became apparent that Highport was going to be a raging success. Neogi merchants scouted out locations that would allow them easiest trade, without the scrutiny from other races they so commonly operated under. They chose a spot just inside the Great Belt, near to Avarien and several other colonized planetoids.

Ironport was built around a large asteroid, which the dwarves shaped and plated with iron. The asteroid is extensively tunneled out and contains many areas of interest to visitors. The center of the Ironport is especially popular, having been lovingly crafted as a huge tourist trap by the neogi. Good hotels and restaurants are common here, as are theaters and other tourist attractions.

Unlike Highport, with its stratified areas for different classes and races, Ironport is a conglomeration of people from all walks of life. Nobles rub shoulders with commoners and thieves walk side by side with paladins. Ironport has become the place to go if you just want to let your hair down and have a good time.

The neogi have done much to foster Ironport’s image as a fun place for everyone to hang out. They have studied the entertainments of various races and designed shows, music, and other entertainments which combine elements of many styles. These mixed-style presentations have done ridiculously well, seeming at once familiar and exotic to most all members of many races.

Ironport is also somewhat infamous for its “lower levels.” The neogi adamantly deny the existence of any such places, but those in the know can find their own way there.

The lower levels are the home of illicit merchants. Those who trade here are usually moving either stolen or otherwise illegal goods. Trade is brisk, and items move very quickly from one hand to the next. Thieves who wish to dispose of loot could do no better than to unload it here, where no questions are asked and top dollar is paid.

However, in order to become a “member,” there is a one-time fee of a thousand gold bars. This insures those who trade here that the prospective member is neither a law enforcement official (who could never come up with that kind of money) nor a petty thief who endangers them all. Once in, traders can expect near-market value for their stolen items and nearly double the profit on goods not normally available.

The neogi have their own secret here, as befits a race so thoroughly enthralled with intrigues. They use Ironport as a sort of hunting preserve. Visitors here may find themselves on the wrong end of a neogi hunting party if they stray too far from the beaten path. Such characters are normally captured and taken into the restricted areas, where neogi nobles hunt them. Such hunts are relatively rare, so too many people do not go missing, and the rapid flow of incoming and outgoing visitors helps to hide the neogis’ darker activities.

### Illiman

Type: Irregular, water

Size: 65 miles

Population: 33,000

Natural Resources: Water, exotic herbs, black pearls

Imports: Umber hulks, building materials

Exports: Black pearls, exotic herbs

Seen From Orbit: Illiman is an irregularly-shaped conglomeration of water globules centered around a few oddly shaped lumps of earth. These lumps form “islands” that protrude both above and below the level of the water and serve as the basis of the neogi cities that have risen here.

The cities are comprised of squat buildings stacked atop one another at odd angles and seemingly without order. A few towers are visible jutting from the cities, but these seem to be abandoned, and may be a hold-over from the lizard men who dwelled here before the neogi bought Illiman.

Description: Illiman is the new neogi homeworld. To them, it is a paradise of slightly salty water and humidity, with little land to pollute the water. They live in their cities above the water, but these cities have tunnels that allow the water to enter into the homes of the neogi so they can relax in comfort.

Visitors are not strictly forbidden access to Illiman, but they must provide a valid reason for their presence or be turned away by the fleet that guards this world. Trading is not a valid reason, as this is the only neogi settlement in the Cluster that does not indulge in the races’ greatest passion.

Scholars may be allowed to visit Illiman from time to time, though the neogi there will spend more time pumping such visitors for information than giving anything away about themselves. Most scholars will still accept invitations to come to Illiman, if only to see one or two of the neogi religious rituals.

Of all the mysteries surrounding the neogi, their religion is perhaps the greatest. They don’t seem to have a central deity, and their gods don’t have “purposes” as do those of other races. There are gods of the hunt or war or love, or even of trading. The gods simply are, great powerful beings that demand worship from the neogi.

And the worship that they demand is incredibly savage. The neogi religious ceremonies are both frightening and exotic, combining strangely stilted singing and regimented chanting with outbreaks of sudden violence directed at the other worshippers. Only one scholar has actually seen one of these ceremonies in progress, and she only barely managed to escape from the temple. There was a presence, she later said, as if the gods of the neogi had actually been in attendance.

Indeed, this is the greatest strength of the neogi religion. Their rituals are so intense and immediately gratifying that their deities must be present to soak up the energy generated. Careful manipulation by a priest of the neogi can force the deity to perform some miracle or other, or to give the neogi the power to performs some dangerous or unlikely feat.

Such direct divine intervention is what made the Neogi Agreement possible in the first place. Though no one knows of this ability, some do have their suspicions, which could prove a major problem for the neogi.

Their religion requires two things: a water world able to hold several thousand neogi, and a plentiful supply of offerings. The first is to insure that enough neogi are in one place to generate the requisite energy to call out to their gods and get what they want. This necessitates the presence of at least 20,000 neogi, the more the better.

The second requirement is to appease the hunger of the gods. Neogi gods are unable to manifest themselves physically, but share the mortal danger of starvation. Therefore, they must be fed through rituals, in which burnt offerings become edible to their immaterial form. Depending on the size of the task demanded by the neogi, they may need to provide only a single animal or as many as several hundred ritually prepared offerings of animals, gems, and rare herbs.

This savage, primitive religion is one of the most powerful in the Cluster. Though the neogi have very few clerics, they are able to generate tremendous miracles in times of dire need. If someone could destroy their world, or pollute the water of it at least, they would seriously hinder further neogi advancement. Destruction of enough temples could in fact stalemate the future plans of the neogi, forcing the unhumans to focus on rebuilding their religious edifices rather than expansion.

As a fail-safe, the neogi are slowly building up their presence in Shaseogan as they add to the trading base. They hope to have an operational temple within the next couple of cycles, with the necessary population to call upon their gods.

The neogi deities’ miracles are usually quite subtle, in keeping with the machinations of the neogi themselves. Their gods will not simply destroy another race, but they will give their worshippers the tools necessary to enslave or ruin their enemy.

The umber hulks are a classic example of this. Though at first unaware of the possibilities, with the aid of their gods the neogi discovered the key of enslaving the race and have had umber hulk servitors ever since.

The Neogi Agreement was another divinely inspired event. Since the Agreement was forged, the neogi have let their gods lie, but they will certainly call upon them once they become aware of the Calidians’ new allies, the dowhar.

Illiman herbs are one of the most profitable items the neogi sell, but the most dangerous to obtain. The herbs grow beneath the water of Illiman, clinging to the scaly earth that their cities are built upon. The danger of harvesting the herbs is their extreme toxicity to neogi and umber hulk alike. When the herbs are picked underwater, they exude a sticky, resinous cloud which is almost universally fatal to the neogi and their servitors.

This is a handy way to motivate characters to journey to Illiman. The neogi occasionally hire outsiders to come in and take care of a large harvest. Such workers are not well paid, but will be able to find out quite a bit about the neogi.

Characters who are traders in competition with the neogi may be able to pick up valuable information here, and those that aren’t traders themselves can most likely sell the information they gather to the Calidians for a large sum.

The black pearls to be found here are also sure to fetch a handsome sum, as they can be powdered and made to serve as a sort of universal spell component. There aren’t many of these pearls to be found, but each one can give 10-100 uses, depending on size. Used as a spell component, the black pearls can replace any item (of up to 100 gp value) a mage doesn’t have at hand. A spell cannot have more than one component replaced in this way without failing. Prices for pearls vary, but most often the charge is 100 gold bars for every “charge” the pearl has.

Illiman originally belonged to a tribe of lizard men. The neogi convinced the naive creatures to sell their world to them for a tiny sum. The neogi then offered to relocate the lizard men, sailing them out into the phlogiston. The lizard men were dumped into the Flow, and left there to die. Unfortunately for the neogi, these creatures did not die, but became survivors (MC 7), placed in suspended animation by the power of the Flow. Should anyone awaken them, the lizard men from Illiman are sure to be fighting mad to reclaim their homeland.

### Isle of Banshees

Type: Irregular, earth

Size: 3 miles

Population: varies

Primary Inhabitants: Zombies, skeletons, stellar undead

Natural Resources: Shadowstone and items from before the First Cataclysm

Imports: none

Exports: none

Seen From Orbit: The Isle of Banshees is a cold, dark asteroid littered with tottering structures and ancient ruins. Glints of metal are visible from quite a distance. As one draws closer, the glints resolve themselves into shattered towers, four in all. The towers are all of one piece, made of some strange, silver-black metal. They are roughly 100’ tall, and the tops of each are shattered with spires of jagged metal jutting upward.

It is not until a ship is near to touching down that the corpses, half-buried in the moist earth, can be seen. They are scattered about in small groups, most of them half-buried or lightly covered with small stones. The bodies all appear to be in advanced stages of decay, and have obviously been extensively chewed.

Description: The Isle of Banshees is the largest concentration of undead in the Cluster. Countless hundreds of spelljamming crews have been lost on or near this asteroid, victims of the undead creatures that populate the Isle.

The Isle was originally inhabited by renegade Antilans, who wished to be free from the politics of their race and to find a place where they could indulge their penchant for pure magical study. Before the Isle became infested with undead, it was an exploratory research station. Still housed within the asteroid are mammoth spelljamming helms that once propelled the Isle through wildspace in search of colonizable asteroids far from well traveled and populated trade lanes.

The Isle’s downfall was a direct result of one of its founders. Azahn Kyli was the most powerful of the four Sun Mages who created the Isle, and the most ambitious. After years of wandering, Azahn decided to do away with the others, claim the Isle for his own and reach the greatest level of magical prowess: he would become a lich.

Azahn performed all the necessary rites, planning to use the life force of his companions to power his own rise to lichdom. Unfortunately, he was not able to do all of this as cleanly as he’d have liked. The other mages became aware of his plans and prepared their own counterspells. While Azahn was able to become a lich, the curse of his fellows chained him to the Isle and sealed him within his tower. The spells cast by the other wizards also crippled the Isle’s spelljamming engines, leaving Azahn adrift in wildspace.

Azhan the Vampire

Since that time, several hundred years past, the peculiar nature of Azahn’s spell and those of his companions—turned—enemies have merged to turn any nearby corpses into undead. Battles near the Isle generally result in the creation of several undead, which fall under the sway of the lich Azahn and reinforce the already formidable army of undead.

This has given the Isle a deservedly evil name among those who frequent the space lanes anywhere near the Isle. Occasionally, the Antilans will plant a Beacon Arcane near the Isle to warn away travelers, but these are quickly disposed of by Azahn.

Azahn is now trying to get the spelljamming engines of the Isle back into operation. If successful, he will use the Isle as a great pirate ship, gliding through asteroid fields and attacking lone ships. When he has added enough undead to his army, Azahn will return to the Antilan Empire, through which he hopes to cut a swath of destruction. Revenge is his driving force now, and Azahn will attack Antilans before any other available targets.

Though Azhan is extremely touchy about his privacy, he often allows spelljammers to land on the Isle. This allows him to capture the crew for experiments (or to simply add to the ranks of undead he controls) or information and use the ship to explore the workings of functioning spelljamming helms in the hopes of repairing the Isle’s engines.

Characters who find themselves on the Isle will need to be extremely clever in order to escape with their lives. There are literally thousands of undead in and on the Isle, all of them ready to do battle at Azhan’s command. Brute force will not be able to overcome these numbers, but resourceful characters might be able to get to Azhan’s chamber. If the lich is destroyed, the other undead will lose much of their initiative because of their link to him.

Of course, the Isle is also a fantastic treasure trove of magical items and information gathered by Azhan and the other mages during their travels. Such items and knowledge could bring a high price for characters who can bring it back to civilization. Escaping alive with the treasures to sell them is, naturally, an incredible challenge.

Key to Isle of Banshees Map

All buildings and important, inanimate features are keyed with letters. Numbers show the amount of undead in a given area. Undead groups are usually comprised of skeletons and zombies, with the occasional stellar undead thrown in. There are twice as many skeletons as zombies in a group, and ten times as many zombies as stellar undead.

There are also a few banshees here, but these are typically encountered before touchdown and are always alone. The banshees are scouts for Azhan, and are also used to scare off crews attempting to put warning beacons near the Isle. A vampire roams the asteroid, too, though he is not controlled by Azhan (see Amroch the Pale, below) and is in fact trying to find a way to take control of the asteroid for his own master.

Isle of Banshees Map

A. The High Tower

This tower is the tallest still standing on the Isle, and appears to be the least damaged of them all. It is here that the other mages made their fateful stand against Azhan, and here they died. Because of the protective spells woven about the place, undead may not enter here. Characters may find this a handy area in which to rest, though staying here too long will result in a siege. Azhan knows when anyone enters this tower (through his banshee scouts) and will send hordes of undead to surround the High Tower, ensuring that no one leaves it alive.

The mages who died here left behind a legacy of information that may reveal any number of secrets about the Astromundi Cluster. Perhaps these mages discovered the plots of the illithids in their travels, as well as the means to disrupt the creation of the Sunslayer. Devious DMs could put a piece of the Sunslayer or Darkgate on the Isle. This could result in a perilous battle with the characters racing to retrieve the piece before illithid or Antilan forces can clear out the undead and claim it for their own.

DMs can also feel free to hide an item of great power for good within the walls of the High Tower. The mages here could have found a way to destroy Azahn, but were annihilated before they could bring their weapon into play.

B. The Tower of Light

This is Azhan’s prison. At first glance it looks like any of the other towers: a fractured spire of silver-black metal. Upon closer examination, however, it can be seen to pulse with an irritating purplish light. The light comes through the windows that ring the tower at various levels, and also spills from the battered crown of the structure. It seems to course through the metal walls of the tower, and to roll in waves across the Isle.

A detect evil spell cast anywhere on the Isle will be overwhelmed by the sheer force of Azhan’s evil, and characters of good alignment will feel a shivering dread at approaching the tower. Paladins and clerics of lawful good deities will feel watched while in the Tower of Light, a feeling that they cannot shake.

In fact, such powerful forces of good will not be able to escape the scrutiny of the lich. Azhan has developed an affinity for his tower, effectively joining his spirit to the essence of the tower. Though his senses are limited, he will always know where the forces of good are, as long as they remain within the tower. Aside of what his banshee scouts tell him, Azhan is blind to the world outside his tower.

The tower itself is full of traps that trigger at the most inopportune moments, often spilling their victims into holding cells where they can be interrogated by Azhan later. There are also countless undead within the tower, all of which will protect Azhan to the best of their ability. Characters will be hard pressed to cut through the mass of undead fighters, and will have to use stealth if they want to reach the crypt to destroy Azhan.

The one hole in the tower’s defense was created by those mages who attempted to kill Azhan. A tunnel from the Rose Tower (see below) leads into a small chamber just a few feet from the crypt. Because the chamber is not a part of the tower (it is separated by stone from the crypt), characters can enter here without attracting Azhan’s attention. From here it’s just a small step with a passwall spell, or a few hours with a pick and shovel. The latter method will probably alert Azhan to the characters’ coming, but probably too late for him to call too many undead to his aid.

Azhan’s Crypt is a terrible place, full of horrific tapestries and art depicting scenes of great evil. Torture devices are the only other furnishings. There are any number of profaned holy symbols within the walls of the Crypt; these are trophies of Azhan’s victory over clerics who have faced off against him.

Azhan himself is fused onto a great throne, his bones surrounded by the metal of the throne, the legacy of his enemies’ pyrrhic victory. His arms are still free from the elbows down, which allows him to cast spells. His head and neck are also free, allowing him to see into the chamber, but not to either side or behind the throne. The walls of the Crypt seem to lean toward the throne, and several organic-looking stalactites descend from the ceiling to actually touch the throne itself. These are the means by which Azhan keeps in touch with the rest of the tower.

Azhan’s phylactery was broken into three pieces during his last battle, and these pieces are mounted equidistant around the inside of the tower’s ground level. This has served to keep the lich within the tower, as well as making it easier for characters to get the phylactery. However, in order to kill Azhan, the phylactery must be reassembled and destroyed within 10’ of the lich. This was a special provision worked into Azhan’s transformation which he believed would make it more difficult to destroy him.

The Rose Tower

C. The Rose Tower

This tower is carved over with the repeating device of thorny, long stemmed roses. Its entire surface is done in this style, with the stems of the roses forming intricate patterns that defy the eye. There are no visible means of entrance to the Rose Tower. In order to enter the tower, the characters must each follow the entire length of one rose stem with their fingers. After they have done this, a portal opens, allowing all those who traced the pattern to enter.

The interior of the tower is filled with a gargantuan rose bush that has grown completely out of control. There are no floors within the tower, as the structure was long ago destroyed by the growth of the rose bush and its twisting limbs. The scent of the roses is nearly intoxicating, making all characters who stay in here more than an hour quite dizzy. These characters will have a —1 on all rolls that have anything to do with physical action, including combat. Spell casting involving a somatic component is more difficult as well. Characters attempting to cast such spells must make a Dexterity check at —1.

Any good character within the tower will notice that the vines of the rose bush, though twined about everywhere and leaving little room to walk, never touch them and no thorn snags their clothes. Those of any evil alignment find themselves becoming entangled within the vines, and will constantly be forced to stop and get themselves free from the tangled mess of vines. This is a function of the tower’s magic, and cannot be counteracted by any magic or magical item. Characters of neutral alignment are not actively hampered by the vines, but have their movement reduced by 1/4 because of the abundance of foliage which impedes movement.

The tower originally belonged to one of the mages who opposed Azhan and was destroyed. She was a master of botanical magic, perfecting the fusion of magic and vegetation to create hybrid constructs. The rose bush within the tower is a prototypical plant-golem, with rudimentary intelligence and the ability to detect good and evil.

There are probably quite a few items of value within the rose bush’s thorny entrails, but characters will have a hard time getting at them. Any attempt to hack at the plant will be roughly dealt with (see below for more information). Destroying the plant golem is more a measure of determination than skill, as no to-hit roll is required to do damage.

However, because of the thing’s size and nature, it will require 500 points of damage to kill the thing. When down to half of its hit points, the plant-golem will simply go inert, hoping the characters will leave it alone. If they continue to assault it, the golem will defend itself to the bitter end.

Good aligned characters who attempt to communicate with the plant (it understands most languages), or gently move aside the branches of the rose-bush, will find a passageway that leads very near to the Crypt of Azhan, as well as any magical items that the DM wants to throw in for the good of the characters.

It should be noted that there are no undead in the Rose Tower, though there is ample evidence of their existence, as the plant-golem occasionally destroys those that come too near. They make excellent fertilizer, you know.

Plant Golem

AL N; AC na (automatic hit); MV na; hp 500; THACO 13; # AT 1d4/opponent; Dmg 1d10; SZ L

The plant golem was an attempt to imbue a common plant with intelligence and a modicum of mobility. The experiment was somewhat successful, but the side effect was a massive increase in growth, so that a common rose bush has grown to fill many rooms within the tower. The plant is not a true golem, in that it has no master and was not built.

The thing is slightly intelligent, and able to detect alignment automatically, reacting as detailed above.

If attacked, the plant reacts instantly and attacks each opponent with 1d4 thorned vines. No attack roll is needed to strike the plant golem; attackers need only roll for damage. The plant golem can sustain 500 points of damage before being destroyed, though it will stop fighting and go inert after taking 250 points of damage.

D. The Fallen Tower

This is the most heavily damaged of all the towers, really no more than a 20’ high stub of shattered metal. Debris litters the area around the tower, and the large chunks have formed small caves that are home to a large swarm of albino bats. These are harmless creatures which fly out at anyone who comes too close to their roost. Though they do no damage, they are irritating, and cause a —2 penalty to combat in their area (the undead are not distracted by them, and so ignore this penalty).

The tower itself is home to Amroch the Pale, a vampire spy sent from Ushathrandra by Kyrn (see below). He has so far managed to avoid detection by Azhan, though he has discovered the lich’s presence. Amroch has lived on the Isle for several years, living off those unfortunates Azhan’s undead do not destroy, as well as the prolific bats outside of his tower. Though hardly a satisfying meal, they have kept the vampire alive.

Amroch’s tower is quite tidy, despite the outward appearance of disarray. There are five or six rooms still relatively intact, and these have been furnished with whatever items could be found or stolen from the other towers.

Amroch’s tower is heavily trapped with spells and magic items. Without the undead cannon-fodder available to Azhan, Amroch must rely on his own vampiric abilities.

Nothing would make the vampire happier than to put an end to Azhan and take control of the Isle for his mistress, Kyrn. But Amroch knows his power is nowhere near great enough to pull of this trick. He is quite likely to approach powerful character groups that land on the Isle, in the hopes of enlisting their aid in a fight with the lich. If successful, Amroch will later betray the characters and feast on them. Or at least that’s his plan.

Amroch has a number of low-level magic items, and probably a few scrolls of impressive power level. DMs should assign treasure as they see fit, allowing for the fact that this vampire has had a chance to prey on passing starfarers, but has also had to defend his home from the occasional undead incursion, which has depleted his stock of scrolls and items considerably.

Ruins (E, F, G, H, I, J)

The Isle is dotted with the ruins of buildings left behind when Azhan destroyed the other mages of the Isle. These areas can be as simple or complex as the DM likes, perhaps hiding groups of Varans working for the illithids. Perhaps there are a couple more vampires like Amroch, all eager to take their place as ruler of the Isle. A fallen temple could be a passageway for baatezu if the proper ceremonies are conducted. Let your imagination run wild here. The Isle is the one of the nastiest places in the Cluster, clotted with undead and ruled by a powerful lich bent on conquest.

The Underlaboratory

When the Isle was first put together, the Underlaboratory was set up as a research station for dangerous experiments. Encased in a mile of rock on every side, the Underlab can be reached through the ruins at H, via a long, winding staircase.

The Underlab can be full of anything the DM chooses, with some options listed below:

- The Lab is filled with experimental lifeforms created at the height of the Isles’ power. These creatures have mutated over the years, becoming feral and quite dangerous.
- An archlich (one of the three mages who opposed Azhan) could be trapped here, too weak to escape.
- Characters might be able to retrieve an item that it needs to return to full strength. This would give them a powerful ally in the battle against Azhan.
- The Underlaboratory might have a bunch of experimental magical items stored in it. These should have unpredictable effects at best, and be downright dangerous at worst. The characters might not be able to use them effectively, but they could probably sell them to an Antilan or illithid mage for a hefty profit.
- A group of tanar’ri may have been imprisoned here for ages. They are liable to be quite angry and not at all happy to see the characters. After eating the hapless adventurers, they’ll escape and seek out the Antilans.
- A piece of the Sunslayer or Darkgate could very well have been stolen by the mages of the Isle and hidden here. If this is the case, there should be a considerable amount of resistance in the form of mutated critters and undead. It is also possible that some of the Varan could arrive (maybe with their illithid masters) to claim the item for their own.

These are just some suggestions, and DMs are encouraged to create their own unique environment within the Underlaboratories.

The Engine Room

Below the Underlaboratories is massive cavern filled with complicated machinery. These are the spelljamming engines of the Isle, rendered inoperable by the mages who warred against Azhan. When activated, they allow a single mage to move the Isle with an SR of 5. This amazing feat is made possible by the unique configuration of the engines, and the fact that they are composed at least somewhat of shadowstone, which amplifies their output considerably. Unfortunately, the damage done to the machinery is irreparable, outside of a wish spell, or the direct intervention of a deity (not likely, unless the neogi are involved; see Illiman, above).

Obviously this is not an exhaustive description of the Isle of Banshees, but it is certainly a strong jumping-off point for DMs who wish to use this as an extended adventure locale.

It should be noted that there is a lot of shadowstone on the Isle. The gem was used in creating the tower, and pounds and pounds of it can be found in the engine room.

The Antilans know of the shadowstone’s presence, and may hire characters to go get the stuff. The Antilans have not organized a massive assault on the Isle, because they have no idea how much of the gem is lying around. Once characters return with the information, the Sun Mages just might attempt to “purge” the Isle, if they are comfortable diverting attention away from their conflict with the illithids.

### Khalzan

Type: Irregular, water

Size: 290 miles

Population: 49,000

Natural Resources: Water, some shadowstone, glowwood, meat, animals

Imports: none

Exports: Some finished crafts

Seen From Orbit: From orbit, Khalzan looks like a wobbly sphere of water with chunks of silvery-black stone floating across its surface. There is no evidence of cities, though there may be a neogi craft or two skimming across the surface of the water. Closer examination reveals a number of ruined cities floating within the sphere of water, as well as a few crude dwellings scattered across the clumps of earth.

Description: Khalzan is the last home of a truly xenophobic race of lizard men. For centuries they managed to avoid contact with all other races, cloaking themselves in a veil of secrecy. A few races have made landfall on Khalzan over the centuries, but have been able to get very little out of the lizard men that live there and some have even been killed after becoming too pushy.

The neogi managed to fix a trading agreement with the lizard men, a task which required some very smooth talking by the neogi. The traders promised to spread the word of the lizard men’s god to other races that they traded with, and to keep an eye out for any other groups of lizard men they might come across. Of course, the neogi have not kept their end of the bargain, knowing that the lizard men have no outside contact save through them.

What the neogi do not know is the far-reaching knowledge of the lizard men of Khalzan. The reason these creatures have been so xenophobic is their mystical visions, which have shown them what life in the Cluster is really like. These visions are actually the rise of nascent psionic powers within the lizard man society. While they are not controllable, they are quite powerful, allowing the lizard men occasional glimpses of the far corners of the Astromundi Cluster.

And what they’ve seen so far frightens them terribly. Their fear has led them to trading with the neogi. While the neogi believe them to be foolish and simple creatures, the lizard men actually gain much more from their trading than do the neogi. The items the lizard men have traded to the neogi are actually religious icons to them, icons that serve as focuses for their visions.

Before these items are given over for trading, each one is “sealed” to a lizard man through a powerful ritual. These “seals” allow the lizard men to see the area surrounding the icon wherever it may be. Were they a more devious race, they would surely be a great power.

As it is, they are content to watch what they can, and to use their knowledge to protect themselves. The lizard men know the neogi are cheating them, but are still getting the best end of the deal, so they allow it to continue.

Some of the lizard men of Khalzan have begun advocating the recruitment of non-lizard men mystics to help them refine their powers. The older lizard men are opposed to this in the strongest possible way, but the younger generations believe it could help them greatly.

For now, those in favor of the plan are obeying the elders, but there is a very good chance that this won’t last for long. If a serious threat is ever posed to Khalzan, the younger lizard men will surely send out the call for help. This is likely to take the form of a neogi-borne message to Ssthkhal, or perhaps an ambassador sent to that same settlement.

Khalzani lizard men are trying to keep another secret from the outside, which is one of the checks kept on the younger lizard men. There is shadowstone here. Though not evident in large quantities, there is enough of the gem that the Antilans would surely become interested in the area. Such an interest would doubtless be fatal to the lizard men, who regard the shadowstone as holy and would be compelled to oppose the Antilans for religious reasons.

Glowwood is another natural resource the lizard men of Khalzan have hidden from the Cluster. Glowwood grows as a small shrub that is unremarkable in appearance. If soaked in water, there is a sudden and radical change in the appearance of this plant. It begins to glow with a steady light and will continue to glow as long as it remains submerged. A 1’ x 10’ piece of glowwood will glow approximately as bright as a torch for 1d4 hours, as long as it is kept submerged.

Once it contacts air after submersion, it begins to glow brightly (equal to a continual light spell) and in 1 d4 rounds explodes in a 5’ ball of flame. Anyone holding the glowwood when it explodes is subject to 1d10 points of damage. The glowwood can be used as a person-to-person weapon, but is rather clumsy because of its variable explosion time.

As a ship-to-ship weapon it could become invaluable, especially in the phlogiston. These weapons would be soaked in water until need, then fired across at other ships. At the very least it might cause confusion among the other ship’s crew, and in the phlogiston would create huge explosions.

So far, the glowwood remains an untested weapon as the only people aware of its existence are the peace-loving lizard men of Khalzan. Should its existence become well known, there will be a race to colonize Khalzan and force out the lizard men defenders in order to exploit the colony’s natural resources.

### Phalangilon

Type: Living asteroid

Size: 1 mile

Population: 100

Natural Resources: None

Imports: None

Exports: None

Seen From Orbit: Phalangilon appears to be a large asteroid covered with spiny protrusions and the occasional piece of ship wreckage. Psionic characters who come near to it will always feel a very strong presence of psionic ability radiating from within the asteroid.

Description: Phalangilon is one of a handful of living asteroids within the Astromundi Cluster. As the oldest living asteroid, it is also the most powerful and the most likely to be detected accidentally by psionic characters. Such accidental detection will occur automatically if the character is within fifty miles of Phalangilon, and decreases gradually with distance. If it would further the story for the characters to find Phalangilon, then by all means let them do so.

Phalangilon was named for its founder, Jonas Phalangil, a powerful psionicist. Jonas began gathering psionicists to join his enclave hundreds of cycles ago. At the time, psionics were a barely understood phenomenon and many who had the power were persecuted by those who didn’t. This drove a great many psionicists into hiding, and these were more than eager to hook up with Jonas.

Jonas Phalangil

Jonas promised a new age of peace and prosperity to those who joined him. His philosophy centered around creating a realm of the mind, a consensual reality created through psionics. He didn’t tell his companions that their new world would exist only in their minds, sure that they would understand when the time came and that they would be prepared to accept their new reality.

At last, Jonas believed that he was ready to take his psionic enclave into wildspace. He had used the forces of his mind and the magical assistance of a powerful mage to capture an free-floating asteroid, which he’d had hollowed out and outfitted for his people. The result was a large, enclosed craft capable of comfortably holding a few hundred people and their supplies.

The psionicists were ushered aboard the Phalangilon and shown around. Their various duties were assigned to them, and the general functioning of their asteroid detailed. All in all it seemed to be a decent enough place to live, at least until they found a new world for themselves.

Jonas, aided by his magic-using associate, lifted the asteroid into orbit. From there, he guided the psionicists in the use of their mental powers to push the asteroid out into wildspace. Once Phalangilon was hurtling through wildspace, he revealed his plans to them.

Chaos ensued. The majority of the psionicists felt used and cheated. Many wanted to return home. The majority, however, were intrigued by Jonas’ plan, and decided to support him. They convinced the other newcomers to settle down and listen, and things began to stabilize. Phalangilon had overcome its first obstacle.

Over the next few weeks, Jonas helped the others to expand their minds. They learned quickly, and their powers grew by leaps and bounds. At last, they were ready to take the final step. Jonas led them through a complex meditation cycle designed to bring their minds into harmony. Which it did, but the cycle also produced another, more dangerous effect.

Their minds were not just brought into sync with one another, they were very nearly fused together. Only the strongest individuals were able to survive, walling their personality off from the mass mind that had suddenly sprung into existence. Jonas himself was nearly overwhelmed by the unexpected turn of events, and exhausted himself in defense.

The damage did not end with that done to the minds of those aboard Phalangilon. Their bodies, too, had become melded together. Powerful mental energies had broken down the bonds separating them, and rebuilt them in the image of the mass-mind. A few individuals were mostly free, but still attached to the main body by skeletal or circulatory necessity. At a stroke, the people of Phalangilon had become a single, powerful entity.

The consensual reality that Jonas had hoped would come about was not to be. Instead, the organism was wracked with violent mental battles. First one personality, then another, would become dominant. There was no time to create the necessary mental landscape or to engineer a lasting, unified reality. As the battle for dominance proceeded, the body grew weak and neared death.

Finally, cooperation was forced. The individuals were repressed by the need of the body to feed itself. Their combined energies were subverted by the body and forced to procure food for it. Ships were lured off course by the powerful suggestions of Phalangilon. The body managed to feed itself, and in so doing also attracted a number of new psionicists. These were added to the body, and their mental energies added to the mass mind. A few of these new members were able to imprint their own personality before being consumed, adding to the number of those struggling for dominance.

Jonas, as creator of Phalangilon, managed to siphon off a large portion of the new psionic energy for himself. This helped him to become the dominant aspect of the mass-mind, effectively forcing the others to cooperate with his plans. It was only through this strong-arm tactic that his dream became a reality. The various minds worked together to create their world of the mind. Each was given his own section to work with, a portion of the mental landscape to use as his or her canvas.

Now, these great minds cooperate with one another, trading techniques and tips for the increase of their energies. No other group of psionicists even comes close to rivaling Phalangilon in power. Philangilon’s residents now spend their time exploring the more difficult turnings and twistings of the human mind. In many areas they are approaching near-divine ability; they can scan any mind in the Cluster and send their senses to the furthest reaches of the sphere.

This has made them the most powerful information source in the Cluster. If they can be convinced to help a supplicant, the denizens of Phalangilon can find out virtually anything. Fortunately, they are reluctant to work with those in whom they can detect the taint of evil. This has led them to avoid contact with the Antilans and illithids, and the vast majority of the neogi.

Unfortunately, Phalangilon does not actively seek out the good-aligned, either. The living asteroid is quite reasonably wary of contact with other beings. The mass-mind is already burgeoning, its growth has pushed the edges of its enclosure, and it fears the addition of more minds and bodies will overstrain it. This fear keeps Phalangilon at a distance from those with psionic abilities.

Phalangilon is also leery of giving away too much information. They know the danger of corrupting those they advise with their own near-omniscience, and attempt to avoid this at all costs.

If one were to actually enter the asteroid Phalangilon, the sight of the mass-mind would endanger the explorer’s sanity. Within the crusty exterior of the asteroid is a fleshy body of immense proportions. At least one hundred identifiable bodies are joined in a single mass, and as many as two hundred more have been agglomerated in the amorphous mass as shapeless tissues. The ascendant personality is usually the one to face those who enter Phalangilon, its face bloated though still recognizably human.

Phalangilon

Characters who come to Phalangilon looking for answers will surely find them—if they can complete the Task set before them.

Such Tasks are usually quite dangerous, involving considerable personal risk and expense to complete. This is the only manner the Phalangilon has found to separate the true seekers of knowledge from mere opportunists. Those that complete the task may have as many as five questions answered, as long as such answers do not “endanger the sphere.” This rather loose category of forbidden knowledge is decided upon by the mass-mind, which can be particularly capricious in dispensing its vast stores of information.

It should be noted that Philangolon is an incredibly old living asteroid, and as such is much more eccentric than a younger living asteroid might be. Younger living asteroids are much less likely to hide themselves, preferring to flaunt their knowledge whenever possible. They are also greedier, making a return exchange of esoteric knowledge the primary requisite for information. Characters who find a young living asteroid must also be more careful, as these asteroids are much more likely to simply kill “lesser beings” who annoy them.

In any case, living asteroids should be an enigma in your campaign. Perhaps they are actively mobilizing forces against the Antilans, the illithids, or both. If this is the case, they are likely to ask experienced characters for help. Or they could be convinced to work for the Antilans or illithids (though Phalangilon could never be subverted in this manner), and be mortal enemies of the characters. Imagine the fear on the face of your players as they realize that the greatest foe of their characters can read the characters’ minds from across the Cluster!

### The Shakalman Group

Type: Cluster, earth

Size: 800 miles

Population: 260,000

Primary Inhabitants: Antilans, slaves

Natural Resources: Minerals, crystals

Imports: Food, water, building materials

Exports: Crystal ships, crystal citadels

Seen From Orbit: From a distance, the Shakalman Group appears to be a lifeless mass of whirling asteroids. As one draws closer, signs of life become more apparent: flashes of light reflected off glass and metal, the occasional glimpse of a crystal ship flitting between asteroids, and the presence of half-visible structures on the surface of several asteroids all betray their inhabitants existence.

The closer the viewer gets to the Shakalman Group, the more obvious the presence of intelligent life becomes. Great structures can be seen in the heart of the cluster, and the presence of crystal ships becomes very apparent. There are several colonized areas that appear heavily fortified, and numerous crystal ships can be seen flying through this area.

Getting closer than this is impossible without drawing the attention of the Antilans, who will not be at all pleased to discover possible spies in their territory. Ships that try to fly unannounced into the Shakalman Group can expect to encounter heavy resistance.

Description: The Shakalman Group is the single greatest shipyard and docking facility in the Astromundi Cluster. The closest such workshop of this size is the elven colony of Avarien, and even that shipyard pales in comparison.

It is here that the crystal ships and fantastic crystal citadels are built and repaired. Descriptions are keyed to the map on the following page.

Map of Shakalman Group

A. The Forge

This massive structure is some 8,000 feet on each side and nearly 6,000 feet tall. Shaped like a great, tiered pyramid, the Forge is the only operational crystal ship/crystal citadel creation point in the Cluster. The Antilans have put literally billions of gold bars into the creation of this massively fortified base, knowing that if it were to fall their plans for conquest would be seriously damaged.

The Forge holds some 3,000 full time personnel, most of whom are responsible for creating ships. A tenth of the standing personnel are soldiers, and they spend most of their time watching for sabotage from within. The defense of the Forge is left to the orbiting encampments that are scattered throughout the Shakalman Group.

The Forge itself is made up of four levels. The lowest level is the docking bay and repair facility for crystal ships. There are normally a hundred or more ships inside this area or floating just outside, and nearly thousand of the repair personnel are always here. Like all levels of the Forge, the center of the crystal ship dock is open to space, allowing the crystal citadels to enter and leave the interior of the Forge. The area immediately surrounding the opening is dedicated to the manufacture and repair of the citadels, and is the only part of this level not used for the repair and construction of crystal ships.

The second level is mostly used for housing full-time personnel. The apartments are not spartan by any measure, but they fall quite short of the normal opulence of Antilan living areas. There are some small recreational areas here, most of them given over to gladiatorial combats between slaves. Other areas serve as dining and lounge facilities, giving the workers a chance to socialize and unwind after their work shifts. Like the first level, the second level has a hollow center, through which crystal citadels float to be repaired. This section is never actually used for repair; the center is walled off from the apartments and used as docking space during busy periods.

Crystal citadels that float up into the middle of the third level will be repaired very quickly. This entire section is devoted to working on crystal citadels, either repairing or building them. Huge cranes and tow-lines hold the massive citadels in place within the hollow core of the Forge. A combination of ingenious engineering and magic serves to keep the citadels in a free-floating environment; weightless citadels are far easier to move around than those under the effects of gravity.

Watching the repair crews crawl over the hull of a citadel is like watching a slow-motion ballet. They kick off the craft and swing around it on safety-lines, narrowly avoiding one another in the intricate dance of repair. It is this ability to move quickly and surely without colliding with another technician that is most valued, an almost anyone can be trained to perform repairs to the hulls of these crafts.

Passing from the third level up to the fourth is quite a shocking transition. The topmost level is the domain of the Antilan warriors. The decor changes from modern and comfortable to a stark view of ancient warrior-lodges. The walls are lined with weapons, many of them old enough to be those wielded by heroes from before the First Cataclysm. The hallways have no ornamentation outside the weaponry, and the floors are bare planks.

The rooms that the warriors use are temples to their doctrine of hard body, hard soul. There are no beds; the warriors sleep on the hard floor without sheet, blanket, or pillow. The rooms themselves are small cubicles large enough for a human to lay flat in, with enough extra space for a small chest and a few personal belongings. The warriors do not seem to be bothered by this stark existence, and in fact they have benefited from it.

The warriors are divided into three shifts. Each shift must take its 8-hour turn at each of the three time periods: guard duty, training, and sleep.

Guard duty is fairly self-explanatory. The warriors circulate among the technicians, ostensibly to protect them from abduction or other outside threats. In reality, the Antilans are more fearful of inside sabotage than any exterior threat. The technicians are all assumed to be loyal, but the warriors are there just to make sure.

Training is brutally rigorous. The warriors spend their time alternating between sparring (with weapons and without) and a regimen of exercises. They run laps through the halls of the Forge, lift weights to improve their strength, and spend their training time pushing their bodies to the limits of physical endurance.

This tradition of training has been perfected in use over a thousand years, and the Antilan warriors live and die by their creed of physical perfection. Antilan warriors are the epitome of the fighting soldier, and one look at them in training will show why.

B. The Resort

Even Antilans, as loyal as they are, must have a place to blow off steam and escape from the societal pressures of their lifestyle. The Resort within the Shakalman Group serves this purpose.

Part tavern, part inn, and part park, the resort is designed for relaxation and luxury. The tavern serves free drinks (though ration cards are used to moderate their use by individuals) and the serving men and women are more than attractive.

The inn’s rooms are luxurious as any mansion back in the Golden Girdle. Spending a night or three here does much to restore an Antilan’s composure and improve his or her temper. Rooms are always in demand, and reservations must be made long weeks in advance. For the few days when Firefall and Denaeb are in conjunction, the peak season, a room here will have to be reserved cycles in advance. The Antilans are patient, however, and just knowing their time will come around again is enough to keep the residents of the Shakalman Group in a relatively good mood.

The Park is an incredibly expensive piece of property. Though it is entirely contained within the Resort, it is far too large to fit within the Resort’s walls. Thanks to the Sun Mages, the Park is several miles square, a magically created space filled with all manner of flora and fauna. It is designed to mimic the ecology of the Golden Girdle, and does so quite well. There are several small asteroids, each of which carefully recreates a famous portion of the Golden Girdle. Antilans are encouraged to visit the Park as often as they like, as long as it doesn’t interfere with their duties. Even the warriors are occasionally seen here, and despite their avoidance of most luxuries the Park seems to be popular with them.

C. The Noble House

Antilan society is rigidly controlled, with the function and rank of each member determined by the rigid societal hierarchy. Things are no different in the Shakalman Group.

The Noble House is the most luxuriously appointed structure within the Group. Though it is only one building, it is a mansion done up in the grandest possible style. Visiting dignitaries and the current Commander-in-Chief of the area stay here, as do privileged residents of the Shakalman Group. Needless to say, security here is very, very tight.

D. The Dungeon

Despite the strict Antilan principle of loyalty, someone does occasionally step out of line. Those who do, are sent here to think upon the error of their ways and repent. Prisoners captured in or near the Shakalman Group are also brought here until they can be dealt with.

The Dungeon is very secure but, like most prisons, has very little defense against someone trying to break in rather than out. This has allowed the elves of Avarien to stage two jailbreaks in recent memory; they managed to liberate two of their most famous pirates during these raids.

E. Hazardous Storage

The Sun Mages sometimes end up with very dangerous by-products to their magical research. While these can be quite hazardous, they also are of intense informational value. For this reason, they are stored here, in a tightly sealed magical pyramid. Their proximity allows them to be studied easily, while the magical wards keep them from wreaking havoc throughout the Shakalman Group.

Some of the more interesting things stored here include: a sphere of annihilation that only affects flesh, a ring of wishes that always works in reverse, and a magical dust that places victims in suspended animation similar to the effect of the phlogiston.

F. Slave Tower

The slaves kept here are those who directly serve the nobility of the Antilan Empire. They are kept in fairly comfortable surroundings, and allowed free run of their tower. They may not leave without being called for, of course, but still enjoy more freedom than slaves elsewhere.

Rumor has it that several of the Hidden have managed to infiltrate this place and are currently working towards a slave revolt. If this is true, they will certainly have their work cut out for them. The slaves here are quite comfortable and most are too lazy and self-centered to make the sort of sacrifices necessary for a “revolution.”

G. The Mines

The Antilans have moved several mineral-rich and gem-laden asteroids into close orbit here. This allows them to mine the asteroids at their leisure, without having to worry about protection or lengthy transportation. The slaves that work these mines are kept within the mines under terrible conditions. Antilan slave masters see nothing wrong with working their “property” to death, as they can always get new slaves to replace those they wear out.

Some of these asteroids have been found to hold all manner of unusual artifacts, many dating back to before the First Cataclysm. The Antilans are trying their best to keep their finds secret, but rumors have already found their way into the higher echelons of the magical grapevine outside of the Shakalman Group. It’s only a matter of time before inquisitive mages of other races will be trying to sneak into the Group for a quick peek.

H. The Watchtower

The Antilans use great crystals to communicate with one another and with approaching ships. The watchtower has such a crystal mounted within it, and also serves as a distant early warning system. The crew in the tower is equipped with a variety of vision- enhancing magical items which they use to scour the asteroid field for signs of intruders.

If an unidentified or hostile ship approaches, the tower immediately sends out a magical warning that is perfectly audible to all Sun Mages within several miles. Then it flashes the warning signal to all Antilan ships within range.

It is this rapid message system that keeps the Shakalman Group so secure. Were the tower to fall, it would be much easier for invaders to work their way into the Group.

### Shaseogan

Type: Irregular, earth

Size: 8 miles

Population: 8,000

Natural Resources: None

Imports: Food, water, Inner Ring goods, raw materials

Exports: Antilan goods, finished products

Seen From Orbit: Shaseogan is a fairly large asteroid ringed by floating platforms which are tethered to the asteroid itself. Ships fly to and from the platforms, but avoid the asteroid. Most prominent are the Antilan crystal ships, with neogi mindspiders flitting about between them.

There are towers scattered across the surface of the asteroid, and these have huge mirrors atop them. The mirrors are obviously used as signaling devices, reflecting the light of Firefall in response to similar flashes from the Antilan ships. The asteroid itself is a dull grey color, and the platforms seem to be made of the same sort of material.

Description: Shaseogan was established as a gutsy trading maneuver by the neogi. Using the “preferred trader status” they earned with the Neogi Agreement, these strange traders have long been able to buy large quantities of Inner Ring goods at a sizeable discount. In the past, these goods were traded far away, usually among the Thoric or dwarves.

Ten cycles ago, the neogi grabbed an asteroid out of the Inner Ring and hauled it out of its orbital path. Through the use of powerful spelljamming helms, the neogi were able to stabilize the orbit of Shaseogan more than a million miles inside the Ring. Once the asteroid was in an stable, established orbit, the neogi set up shop.

Using their “preferred status,” they bought massive quantities of Inner Ring goods. But instead of taking the goods to the outer asteroids and the Fringe, they went instead to Shaseogan where they offered the goods to Antilan traders at great discounts over standard Inner Ring prices.

The profits gained from this clever maneuver allowed the neogi to expand Shaseogan, adding the floating platforms and a ship-repair and building facility. Since that time, Shaseogan has become the most profitable of the neogi trading ports, and neogi here are the least irritating to other races. Trips into the Inner Ring to gather up goods take less than a week, round trip, and the Antilans constantly flock to get the excellent deals available at Shaseogan.

The other Inner Ring traders are not at all amused by this, naturally. They are angered that the neogi would take advantage of them this way, and several have actually been forced out of business by the loss of their Antilan customers. The neogi counter- argument is always the same: without us you’d be under the heel of the Antilans or illithids. This has kept most of the Inner Ring merchants quiet, and has actually improved the traffic within the Inner Ring.

Now that the Antilans are spending less time within the Ring, more outside traders are coming in to do business. Some merchants have also created their own trade routes after having been forced to expand their operations.

Neogis from Shaseogan

Shaseogan is a mixed curse for the Inner Ring. It does deprive the traders of the Ring of Antilan money, but it has created some indirect benefits as well. For now, the Inner Ring merchants are willing to leave Shaseogan alone. They know that messing with the neogi is a good way to disrupt their own business; the neogi could always dissolve the Neogi Agreement and plunge the Inner Ring back into the war between the Antilans and the illithids.

Since the creation of the platforms that surround the asteroid, the asteroid itself has become off-limits to non-neogi. Inside the asteroid, the neogi have created their ideal habitat. The caverns are warm and moist (stiflingly so to humanoids) and dotted with deep pools of salty water in which the neogi spend as much time as possible.

Umber hulk servitors constantly improve the surroundings and keep the water pipes that create the humidity free of clogs and filled with liquid. In order to keep their habitat at the proper humidity the neogi have designed a sophisticated filtration system that re-uses the water and removes the salt, which is later added back into the “relaxation pools.”

The asteroid is also home to the second largest neogi temple in the sphere. The neogi gods are very strange and their religion hopelessly convoluted to those outside their race. How many gods the neogi actually worship is indeterminable; several of their gods seem to share a common name, while some individual deities have several titles and names. Those scholars that have engaged in the deciphering of the neogi religion have discovered one common thread among these deities: they are savage beings who demand savage worship. More information regarding the neogi and their deities can be found under the description of Illiman.

Traders that come to Shaseogan must first sign up with a neogi trader in the Inner Ring. After paying their entry fee, the traders will be given the current code that they must use to get onto Shaseogan. The code is given by the use of signaling mirrors which are read by the watchtowers. A quick course given by the neogi will also tell the trader the various reflector signals that will help steer the ship into the proper landing area.

The usual fee for the privilege of trading at Shaseogan is 500 to 1,000 gold bars, depending on the size of the trader’s ship and the amount of trading that will be done. The larger the ship and amount of merchandise, the larger the fee.

This entry fee is totally offset by the amount saved over Inner Ring prices: typically 30% to 40%. Of course, the added travel time may not make this reduction worthwhile for traders bound for distant areas. Also, some Inner Ring merchants will offer good discounts to traders, if the trader threatens to go on to Shaseogan. The merchants will gripe and moan about lost profits, but they’d rather cut a smaller deal than lose a deal altogether.

The Inner Ring merchants may hire characters to cause trouble in or around Shaseogan, making it less profitable for traders to move their goods. The opposite is also true, as the neogi often hire guards to protect them from attacks by the Inner Ring merchants. In either case, characters will have to be very discreet and very professional to avoid the possibility of a bounty being placed on their heads by one side or the other.

Ushathrandra nd Moons

Type: Ushathrandra, gas giant; Darkwatch, earth sphere; Illimandra, earth sphere; Talos, water sphere

Size: Ushathrandra, 40,000 miles; Darkwatch, Talos 1,000 miles; Illimandra 15,000 miles

Population: 3,000,000+

Primary Inhabitants: Illithids, Varan

Natural Resources: Water, shadowstone, marble, fungal vegetation, precious metals

Imports: Slaves, food, finished goods, artisans and craftsmen

Exports: None

Seen From Orbit: Ushathrandra is a sinister purple gas giant. As one draws near, pockets of red gases can be seen swirling within its interior. Approaching from the sunward side, none of Ushathrandra’s moons are visible. The illithids long ago froze this gas giant and its satellites in their orbit. From the “dark side” of Ushathrandra, the moons are dimly visible, extending in a straight line out from the gas giant. Illimandra is closest to the gas giant, its surface covered with a layer of pale-blue ice. Talos is next out from Ushathrandra and, like Darkwatch, is a shimmering silvery-black in color.

As one draws closer to the moons, great cities can be seen upon their surface. These are strangely designed places, with few straight streets, and no lights visible. The buildings themselves are all constructed of the same, shiny black material and rise into the sky in twisted spires. Simply looking at the cities is disorienting; the patterns of the streets draw the eyes in ever-tightening spirals and the darkly shining towers pierce the imagination with their alien architecture.

Travelers who draw in close to the surface of Ushathrandra may catch a glimpse of the ruined cities that litter the interior of the gas giant. Most of these cities are encapsulated within the pockets of red gas that swirl within Ushathrandra, but a few are closer to the surface. Most of the exterior ruins have illithid craft drifting in and around them. Intelligent travelers will steer well clear of these haunted places.

Description: Ushathrandra is a gas giant inside which races of humans once lived. It was during the Second Cataclysm that these cities were cast into ruin, allowing the illithids to set up camp on Ushathrandra’s moons. But these ruins are still sources of great power, and the illithids consistently brave the dangers of these ruins to explore them.

Often, entire ships and their crews go missing, swallowed up by the evils that live within the ruins. But on occasion, a ship of explorers will return to Illimandra, laden with strange artifacts that the illithids believe can help them cement their power in the Cluster.

The ruins of Ushathrandra are home to all manner of strange creatures, undead chief among them. DMs can feel free to populate these shattered cities however they like, but the following should be noted.

A powerful coterie of vampires has taken up residence within the walls of one such ruin. There are three of these dread creatures, all old and incredibly powerful. Before the coming of the illithids these great undead had lain dormant, torpid from lack of blood. But when the first explorers found their crypt, the vampires managed to rouse themselves enough to feed. Since that time, they have accounted for many Varan and illithid deaths.

The three vampires are, in order of importance and power, Kyrn, Loq, and Vax. Statistics and descriptions of these creatures can be found at the end of this section, but a discussion of their motives is necessary here.

Kyrn was a powerful sorceress in her day, and still is quite dangerous. She used her powerful magics to examine the mysterious Isle of Banshees (see above), and was able to teleport her lover, Amroch the Pale, to the Isle. Since that time she has nearly forgotten about Amroch, her attentions consumed by the incursions of more and more powerful illithids into her domain. Kyrn has so far been able to keep the illithids unaware of her presence, but is considering revealing herself and offering her aid in searching the ruins to the mind flayers.

Loq is radically opposed to this idea, preferring their existence to remain as secretive as possible. The illithids are clever and powerful, but even their great minds cannot affect or detect those who have been undead for centuries. If Loq has his way, the vampires will begin capturing illithids and interrogating them. The illithids have to be looking for something in particular, and Loq is determined to find out what it is.

He believes that they should not reveal themselves to the illithids until they have procured the item(s). At that point, the vampires will have a strong bargaining chip and be able to make the best deal with the illithids. Loq is afraid that revealing themselves too soon will simply end in their destruction by hordes of angry illithids.

Vax is the most openly warlike of the vampires. He wants to keep on feeding on the illithids until the Isle of Banshees belongs to Amroch. Once that happens, the massive armies of the undead could be used to enslave the intelligent races of human and humanoids. The vampires would rule, of course, becoming god-like creatures with terrible powers.

Both vampires bow to Kyrn’s will and obey her orders. This is not precisely respect, just the knowledge that if they botch Kyrn’s plans they are likely to find themselves destroyed. For now, Kyrn has commanded them to stay hidden, feeding only when illithids or other creatures enter their domain.

If Amroch does gain control of the Isle of Banshees, Kyrn will attempt to move her minions and herself to the Isle. Once there they will do what they can to bring the engines back on-line and begin building their power base, slowly but surely.

Illimandra is the true seat of illithid power. This earthen moon is the coldest of the three and covered with a thin layer of ice, from which the illithids distil water and potions used in their religious ceremonies. The cities that dot the surface of Illimandra are used for keeping slaves, and very few illithids live in these cities. Some of the more dangerous magical research is conducted here, especially that involving the creating or summoning powerful magical creatures.

The interior of Illimandra is honeycombed with passageways that twist and turn and cross in patterns hopelessly bewildering to non-illithids. These tunnels open into large open areas that serve as meeting places, markets, housing areas, gladiatorial arenas, and temples. Such plazas are lavishly decorated, the walls carved with strange images that seem to leer in the uncertain lighting. All in all, a very sinister place indeed.

The central chamber of Illimandra’s tunnel complex is reserved for the use of the priesthood and their slaves. Tunnels radiate out from this spherical area, tunnels laden with traps and peopled with slaves mind-controlled to fight to the death to bar invaders. These precautions protect the avatar of the illithid’s god, who dwells at the heart of Illimandra.

The avatar is still quite weak and able to retain consciousness for no more than an hour at a time. During its lucid periods, the avatar relays the words of the god to the priesthood. Because no one is sure when the messages will be delivered or how long they will last, at least two priests are present within the chamber of the avatar at all times. These priests are trained to write very quickly, and both will take down every word the avatar speaks. Discrepancies between the manuscripts are worked out by the High Priests, who do their best to puzzle out the often cryptic messages from their god.

Illimandra is the most heavily populated of Ushathrandra’s moons, the home to more than two million illithids. Only the most powerful illithids are allowed to stay in Illimandra permanently, making this illithid stronghold the most formidable colony in the Cluster (other than those enclaves found in the Golden Girdle).

Talos is the next satellite out from Ushathrandra and the least populated of the three moons. Though the surface of the planet is covered in a fairly thick scattering of shadowstone, the interior of the world is filled with water. This has forced the illithids who live on Talos to remain on the moon’s surface, something they are not at all comfortable with.

This moon serves as a watering base for Darkwatch and Illimandra, using its natural water supply to fill huge carrier ships for use by these other moons. Without Talos, Illimandra and Darkwatch would quickly find themselves in dire straits indeed; neither moon has a sufficient quantity of fresh water to support their populations.

And this is the weakest link in the illithid power structure. Without the water of Talos, the colonies around Ushathrandra will choke to death on their own dust. But none of the illithid leaders view Talos as an important moon, regarding it as little more than a light-duty penal colony for those who have fallen out of political favor. For this reason, Talos is not at all well guarded. A concerted attack by well-trained forces could do severe damage to the moon’s major city and create major difficulties for the illithids. Of course, those involved in the attack would find themselves quickly hunted down by illithid slavers and Varan assassins.

Unknown to the illithids, Talos is also home to a monstrous society of aboleths. These creatures have been “sleeping” for thousands of years, and are only now starting to wake. Though they are incredibly intelligent, the aboleths are only dimly aware of the society above them. They do know, however, of several other aboleth societies that are coming awake now too. Most of these aboleth “cities” are not on Talos, but scattered throughout the Cluster.

What mischief these creatures get up to, or who they decide to side with, is entirely up to the DM. Perhaps they’ll lay low until the whole Sun Mage/mind flayer war blows over, then rise up to seize control. Or they may chose to build vast spelljamming vessels filled with water and take to the stars, seeking out knowledge about where they came from and why. The options are limitless!

Darkwatch is the moon of death. Even the illithids regard it with superstitious awe, and few that do not have to will travel to this dreaded moon.

The mage-caste of the illithids has taken this place as their own, dwelling here in solitude and relative peace. They are actively involved with the politics of illithid society, but in social situations remain somewhat aloof from others of their kind, and coldly indifferent to all other races.

The mage-caste is currently attempting to synthesize the magical devices that make up the Sunslayer. So far they have been unsuccessful, but several powerful magical items have been constructed as a side result of their studies. Most of their studies have focused around the use of shadowstone, but they have yet to find a use for the stuff that will help them with the Sunslayer.

The magical laboratories of Darkwatch are among the most elaborate and comprehensive of any to be found in the Cluster. Magic-using characters could spend years roaming the laboratories and testing grounds on Darkwatch and still never see half of the magic that the cold moon holds.

Darkwatch is not only the magical center of the illithids empire, but also the first line of defense against invaders. Furthest from Ushathrandra, Darkwatch acts as a magical watchtower charged with the responsibility of warning the other two moons in the event of an attack. To this end, Darkwatch has several mile-high towers that house powerful mages and psionicists. These listeners probe wildspace around Darkwatch, using their abilities to search out things and/or beings dangerous to the illithids.

When detected, these threats are either eliminated through magic or brute force, or mind-controlled and sent back from where they came. The latter method is preferred, because it preserves the secrecy of the illithid strongholds, and gives the mind flayers spies among their enemies. Mind-controlled spies are a valuable commodity among the illithids; other races are so psionically limited they almost never detect these psi-slaves.

A rebellious sect has arisen in the cold streets of Darkwatch. The slaves of the mages have a greater degree of autonomy here than in any other area of the illithid empire. The mage-caste has little time to bother with the day-to-day running of their estates (or their city for that matter) and the slaves are trusted with many important duties.

The illithids’ greatest mistake in this area is in underestimating their slaves. This is an understandable error, as most of the denizens of Darkwatch have never seen a human outside of their normally controlled and docile slaves.

The humans of Darkwatch have formed an illicit alliance among themselves. They have put together all manner of grandiose plans involving the overthrow of their illithid masters, but most of these schemes have come to nothing. Inevitably, one of the slaves lets a dangerous thought slip at an inopportune moment, and an illithid is made aware of the plot. This of course results in the death of all involved (or as many as the illithids believe involved). Seven great purges of rebels have occurred in the past six years, killing off most of the original plotters and planners.

But a new force has arisen within the ranks of the slaves. One of their number is actually a member of the Hidden, captured by illithid slavers. She has managed to avoid attention so far, because of her own powerful abilities of the mind. Shaleena Seerna possesses a virtually unreadable mind. A constant stream of “mind static” plays across her subconscious, foiling any attempts to read her mind while not actually “blocking” the attempt. This leads her captors to believe she is actually easily readable, so they don’t probe deeply into her thoughts.

Shaleena is gathering about her a core of loyal slaves. She is teaching them the secrets of her mental abilities. Though this will lead to a number of unreadable minds such as her own, this plan is not without its dangers. If just one of those being trained is successfully mind-probed before they become unreadable, the entire plot will be laid open for the illithids. Worse, it is likely that Shaleena’s identity and powers will also be revealed by such a slip. A desperate tactic, but these are desperate times.

Characters who can find Shaleena may be able to help her cause, but only if they are very careful. As long as they remain outside the cities of Darkwatch, they should be able to avoid detection. Coming into contact with any slaves that are not unreadable will surely be fatal however, as their presence will be detectable by the illithids.

All of the illithid moons are dangerous places. Besides the imminent danger of detection by the illithids, there are a number of nasty beasties that dwell on the moons of Ushathrandra. Most of these creatures have evolved with the illithids, and avoid the mind-flayers at all times. There are some highly psionic creatures (those listed in the back of The Complete Psionics Handbook) that prey on the illithids and the powers of their minds, but these have been nearly hunted to extinction by illithid slaves led by their masters.

The other creatures that dwell on Ushathrandra are deadly things that prey upon one another and unlucky slaves. These beasts are hideous by any standard and many are deviously intelligent. DMs should come up with as many strange and terrible things to place in and around the moons of Ushathrandra. The key to creating these sorts of creatures is to remember their utter repulsiveness. These creatures aren’t just vile, they are imminently despicable. Characters should fear them on sight, and feel compelled to flee or attempt to destroy them. Destroying these creatures can have one of two consequences, both of which involve the discovery of the characters by the illithids.

First, destroying a great beast could be of benefit to the illithids. In this case, the mind flayers will let the characters live—for the moment. They will keep very careful tabs on the characters as long as they remain on Ushathrandra, and will do away with them at the first whiff of trouble from the PCs.

The second option is both more gratifying and more dangerous for the characters. In this case, the beast destroyed was an ecological linchpin. Its destruction has led to a rampaging population of other nasty creatures. This will lead to all sorts of problems for the illithids. Maybe the big beast hunted smaller, more psionically predatory monsters. The illithids now have to contend with a larger population of psionic critters that seek to feed on them.

As another example, perhaps the big creature ate a certain fast growing fungus that only grew around its lair. As soon as the creature is destroyed, the fungus explodes into rapid growth. If the fungus is actually memory moss, the illithids have an entirely new problem to deal with; the dread obliviax poses a grave danger to the illithids, who must now find a solution to their dilemma.

This option lets the characters inflict a great deal of discomfort on the illithids, but it will also irritate the mind flayers. They will know that something has changed on their world, and that it is destroying the balance of nature that has so long favored them. Their reaction is as predictable as it is deadly: find the aberration and destroy it or them. Characters will have to get off-moon as quickly as possible while at the same time avoiding the dreaded nautiloid ships of the mind flayers.

This brings up a serious danger of making landfall on the illithid-held territory of Ushathrandra. The mind flayers may suffer small groups to enter their territory, but they won’t let them leave. Trespassers will be hunted down and enslaved, and there is very little chance of escaping from an illithid slave pit.

The Vampires

Kyrn

Int Genius; AL LE; AC 1; MV 12, Fl 18 (C); HD 8 + 3; hp 63; THACO 13; # AT 1; Dmg 5-10; SA Energy Drain; SD only hit by +1 or better magical weapons; MR sleep, charm, hold spells do not affect vampires; immune to paralysis; cold or electricity based spells do 1/2 damage; ML 16; XP 5,000

Spells: Kyrn is an ancient creature, and one very well versed in the use of magic of all kinds. Though she has access to almost any spell that exists within the Cluster, she does tend toward spells that confine or immobilize a target without causing actual damage. Illusions and phantasms are also favorites, but she is far from reckless and in a pinch she is most likely to use chain lightning to do away with dangerous opponents. Kyrn can have memorized whatever spells are necessary to challenge the PCs. Due to her age and magical aptitude, she can have as many spells memorized and magical items available as are deemed necessary.

Loq, the Vampire

Loq

Int Exceptional; AL LE; AC 1; MV 12, Fl 18 (C); HD 8 + 3; hp 45; THACO 13; # AT 1; Dmg 5-10; SA Energy Drain; SD only hit by +1 or better magical weapons; MR sleep, charm, hold spells do not affect vampires, immune to paralysis, cold or electricity based spells do 1/2 damage; ML 16; XP 3,000

Special Abilities: Loq is an extremely sneaky vampire, prone to hiding in shadows and striking from behind. Loq has a 75% to hide in shadows (as the thief skill of the same name) and receives a x3 damage bonus when making a backstab attack.

Vax

Int Exceptional; AL LE; AC1; MV 12, Fl 18 (C); HD 8 + 3; hp 67; THACO 13; # AT 1; Dmg 5-10 (or by weapon type + 4); SA Energy Drain; SD only hit by +1 or better magical weapons; MR sleep, charm, hold spells do not affect vampires, immune to paralysis, cold or electricity based spells do 1/2 damage; ML 16; XP 3,000

Weapons: Vax is versed in the use of virtually all hand-held weapons, and will always have at least two swords on his person at all times. Vax is also something of a braggart and a bully, and whenever he thinks he has the upper hand he will try to pick a fight. Vax is the most warlike of the three vampires, and the one that that PCs will most likely have to deal with first.

The other vampires view Vax as an expendable first line of defense and a gauge of potential opposition. If vampire hunters manage to defeat Vax they are a formidable threat indeed, and one that Kyrn and Loq will try to do away with as soon as possible.