# Astromundi Powers

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The Astromundi Cluster is torn with power struggles. The Antilans plot against the illithids who hatch counterplots of their own. The elves plot against no one, but hold all other races as indirect hostages within the sphere's confines. The neogi plot against everyone, furthering their own power through trade while using this power to keep war from breaking out across the Cluster.

The following sections gives an in-depth view of several of these power groups. The information provided will clarify the relationships of the different power groups within the Cluster, and doubtless provide the seeds for many an adventure.

**Name**: The name of the faction being described.

**Rank**: The faction's effective power rating, as compared to the other power groups within the Cluster. Rank is decided by such things as wealth, military might, political power, allies, and general standing in the Shattered Sphere. The ranking system goes from 1 to 5, as shown below.

1. This is one of the premier powers in the sphere. Their populations are regarded as the majority, and their ships are easy to identify and found virtually everywhere. A faction of this rank is probably also a military power against which most opponents are helpless. Wealth and clout among other races is impressive as well. Members of these factions are generally recognized on sight (unless they have taken pains to remain secret) and much is known about their relations with other races, both good and bad (even if what they know isn't the truth).
2. An impressive power. The faction can field a very powerful fleet, and few will stand in its way. Factions of this rank are rarely militaristic, though, preferring to increase their power through diplomacy and defeat. After all, with a little manipulation of the more powerful factions, they'll be on top. The members of a faction at this level of power are widely known, though they may go unnoticed or be thought strange in backwater colonies.
3. Right in the middle of the road, power-wise. They don't have a great military, and they aren't rich. Still, they're better off than a lot of people, and know it. It is likely that members of this faction will be recognized and that something will be known about them. Their own ships are vaguely familiar to almost everyone, but they also tend to fly ships of all sorts which makes immediate recognition different.
4. On a quick slide to the unimpressive. This power level indicates the ability to produce a fairly strong, though small army. As far as wealth goes, this power level doesn't indicate an overabundance of riches. Most members of this faction are getting by, but not much more than that. Members of such factions are not completely unknown, but outside of the Inner Ring (or the area they tend to congregate in, if different) they will be something of a curiosity. Generally speaking, the members of a faction of this rank don't fly a particularly memorable standard and aren't that easy to pick out at a distance.
5. These factions are made up of races or other groups of scarce notoriety, many of whom may not even be recognized outside of their immediate home areas, and are likely to be regarded as very strange, and even "alien" outside of the areas they normally inhabit. Their armies will be unimpressive and not at all a threat to most other powers. The members of these factions are sure to make the distinction of who's the more powerful in their own ranking, but aren't likely to be paid any attention.

**Major Plots**: A description of the major plot(s) and concerns of the faction.

**Minor Plots**: In addition to a faction's primary plans, there are often subsidiary plots in motion at any given time, and these are mentioned here.

**Government**: Information on the type of government employed by each faction. Note that some factions have no central government and their particular chains of command will be discussed here.

**Society**: An overview of a faction's societal standards and way of life. Each race has a distinctive way of doing things and this is described here.

**Military**: Every faction has some sort of military muscle to flex now and then. The type and rough size of each group's military will be discussed.

**Allies**: In a sphere as rife with intrigue and political dirty-dealings as the Astromundi Cluster, it is important to have friends—or at least allies. The relationship between such allies are detailed here.

**Foes**: Just as each faction needs friends, it is inevitable that each will have enemies. Each faction's enemies and its methods of dealing with those enemies will be found here.

## Antilans (Sun Mages)

**Rank: 1**

**Major Plots**: The Antilans are bent on conquest and will stop at nothing until they control all of Clusterspace. To this end, they have long consorted with the Arcane, who lend the Antilans their magical expertise, and fashion powerful weapons and equipment for them. Currently, the Antilans are using their powers and Arcane devices to increase the energy released by Firefall. The sun's energy is vital to the magic of the Antilan Sun Mages, and their powers increase in direct proportion to Firefall's output (see The Celestial Almanac for details).

Unfortunately, the Antilans' system of amplifying the sun's energy is a hazardous one. They have placed large mirrors of shadowstone at regular intervals about Firefall. Shadowstone is unique among gems because it not only reflects light energy, it returns it to the source with greater force. Using this property, the Antilans feed energy back into Firefall which increases the energy it puts out, which increases the feedback....

What the Antilans do not know is that they are compressing the sun, increasing its mass while decreasing its size. This is pushing it to a critical density level. In a few more years (fewer if more shadowstone is put near Firefall) the sun will be compressed to its smallest point. Then it will explode, releasing all of its energy in a cataclysmic wave of fiery death.

The Arcane know this, and it is precisely what they want to happen. For more information about this plot, see the Chapter Five: Mystery of the Arcane.

The Antilans also seek the destruction of their illithid foes. For countless centuries, these two races have warred with neither able to emerge as victor. This has led to an obsession with the Antilans, who cannot rest until their tentacled adversaries are at last well and truly defeated.

**Minor Plots**: Shadowstone is very important to the Antilans and their plans to amplify Firefall's energy. The Sun Mages are constantly seeking more of this precious gemstone, and will hire anyone willing to search for the stuff. Adventurers have made hefty profits seeking out mineral pockets of the stuff and selling information of its location to Antilan nobles.

**Government**: The Antilans are a true magiocracy, as only those capable of performing magic are allowed to rise into the nobility. Commoners are strictly forbidden access to magic or magical supplies, which has kept the same noble families in power for thousands of years.

The lowest level of the government is actually a sub-section of the priesthood. The Judicants are the priestesses of Gelanicus, goddess of death. The Judicants are separate from the other levels of government and serve as the law enforcement arm of the Empire. They are ruthless in their upholding of Anti-Ian law, and have been known to invade noble houses suspected of serious violations. Judicants are easy to pick out in a crowd because they always wear jet black masks emblazoned with the fiery skull of their goddess.

The Antilans' primary ruling body is the Assembly, a hundred-member organization. Each of the most powerful noble houses is represented in the Assembly, with a number of representatives granted in accordance to each family's wealth and power. The Assembly concerns itself with such things as setting taxes, making new laws, organizing the distribution of war spoils to various government or military projects, and other mundane tasks.

More powerful than the Assembly, the Conclave is composed of the most powerful mages and priests of the Antilan nobility. Thirteen is the current number of members, but the Conclave's number is not static and members often leave or are replaced by their peers. In the past, as few as three and as many as seventeen individuals have held posts with the Conclave. The Conclave is the real ruling body of the Antilan Empire, using the Emperor as a figurehead and mouthpiece only.

The Emperor is ostensibly above the Conclave, but in reality is nothing more than that group's puppet. Selected for charisma and heroic history rather than any ability to rule, the Emperor is a figurehead the Antilans can unite behind, and he provides a sterling example of Antilan leadership to other races.

The current Emperor (Markoff IV) really isn't incompetent at all, having served as a general in the Tentacle Wars, and his service was rewarded by ascension to his current post. Of course, he knows where the real power lies, but he has used his position to advance the Antilan military considerably. Markoff is an oddity among the Antilan nobility, being one of the very few Sun Mages who does not trust the Arcane. While he can't put his finger on it, he believes that the Arcane have their own agenda and has several of his personal agents looking into the Arcanes' doings.

**Society**: The Antilans are a magiocracy; ones' place in such a society is determined by family standing and the magic that an individual wields. Because magic is strictly forbidden to the lower classes, there is virtually no upward mobility in Antilan society. The leaders of Antila are naturally in favor of keeping things the way they are, and have passed strict laws that forbid the importing of magic items or texts, save to the noble families themselves.

The Antilans are, by and large, a decadent people, which is one of the reasons slavery exists to the extent that it does. Every free citizen owns at least one slave who sees to his or her personal needs. Nowhere else in the Cluster can one see forced servitude on such a grand scale, and nowhere is it as accepted. In fact, visiting characters should be careful lest they wind up as the main attraction at a slave auction.

The most unique aspect of Antilan life is the custom of masks. All Antilan citizens, from the lowliest freeman to the Emperor himself, wear masks virtually all of their lives. Masks are sometimes fanciful representations of the wearer, but just as often are elaborate creations meant to inspire awe or terror. Personal and family heraldry is inscribed on the mask for identification purposes. No one is quite sure when this custom achieved its status, but things have been this way for thousands of years, and no Antilan can be comfortable in the presence of others without a mask.

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**Military**: No military force is as feared as the Anti-Ian Armada. Made up of the elite of the elite and backed by powerful Arcane magics, only the illithids can stand a chance against this fleet.

The Antilan military is the pride of this race, and every young boy and girl dreams of serving in this glorious force. It has become such a way of life, in fact, that virtually every member of the Antilan race that is not crippled or unfit has tried to join. Only a handful out of thousands are taken from each city and transported to the Training Grounds within the Shakalman Group.

With the Training Grounds located so close to Firefall, the temperature are blistering. The training is intensive, sometimes lasting until the cadets faint or die from exhaustion. More than a few of the recruits have been slain in training, either from overexertion or by the swords or arrows of overzealous sparring partners.

Of the few who do make it into service, most will be raw infantry material, trained to take the brunt of the battle and endure hardship with stoicism and racial pride.

A few will become officers, trained in the arts of war and leadership and placed in charge of their fellows. Officers must endure further grueling training, which weeds out the number who actually survive to serve in this capacity.

Even fewer of the young men and women will become Warlocks, the dreaded battlefield mages who accompany all Antilan units into battle. Warlocks are the only mages trained to fight with the dreaded soulblades that drain the very essence of their victims. The most gifted of the trainees will become crewmen on the glorious crystal ships, or even the massive crystal citadels.

These ships are the key elements in any Antilan assault. Crystal ships are the main attack forces, typically carried to the scene of battle aboard the massive citadels and released a short distance from the attack site. This frees the crystal ships from having to carry food and other supplies, increasing the number of troops that can be carried aboard each ship. The citadels are so large that each can carry some fifty crystal ships and enough supplies for each ship and the warriors that it carries.

Citadels are rarely used for direct attack, but they can be brought to bear against particularly resistant targets. The standard method for wearing down such obstinate opponents is to use the citadels' massive bulk and billowing sails to block out the assault target from the suns' rays. This swiftly lowers the temperature of the target settlement.

Over the course of a week, the temperature drops from a relatively balmy 60 degrees Fahrenheit to a frigid 20 or so degrees. These temperatures apply to planets in or near the Inner Belt; temperatures gradually drop the farther one gets from Firefall (the Fringe's temperature fluctuates between 0 and 25 degrees Fahrenheit) and rising the closer one gets to the sphere's center (the Islands of the Sun are never below 100 degrees Fahrenheit and are often nearer to 125 degrees).

Because temperatures are naturally quite stable, most settlements are not prepared for extremely cold weather. Without sunlight crops won't grow, and as crystal ship blockades always surround settlements that are being "frozen out," food quickly becomes a problem. Unable to feed or warm themselves, the citizens of these settlements almost always surrender to the Antilan conquerors.

**Allies**: The staunchest allies of the Antilans are the Arcane. These mysterious beings are actually using the Antilans for their own ends, but to do so they must help the Antilans continue their conquest. Thus, the Arcane have been a great boon to the Sun Mages, providing them with spelljamming helms and other tools and weapons to use in conquest. Arcane advisors have a way of getting information, and such "inside" tips have swung the battle in the Antilans' favor more than once.

The dwarves could be considered the Sun Mages' allies, if only because they so regularly serve as mercenary troops alongside the Antilan regulars. Of course, if they weren't well paid, the dwarves would likely become enemies. Mercenaries are like that.

**Foes**: Few associate with the Sun Mages, with the exception of the Arcane. Most other races do what they can to avoid the Antilans, because there really is nothing else that can be done. The Antilans are the most populous race in the sphere, as well as the best armed and most warlike.

Thus far, only the illithids have actually engaged in hostilities with the Antilans. Other races have been the target of Sun Mage aggression, of course, but have yet to mount an effective defense or counterattack. The Antilans are treated with grudging respect throughout the galaxy, but most other races would like nothing more than to see the Antilan Empire fall.

## Arcane

**Rank: 1**

**Major Plots**: The Arcane are involved in what may be the most devastating plot ever to rock the Astromundi Cluster. Millennia ago, the Arcane struck a trade agreement with the tanar'ri—in which they sold the Astromundi Cluster in exchange for "trading concessions to be named later." Because the tanar'ri lack the means to directly enter the Cluster, to keep their part of the deal the Arcane must open a portal from the Cluster to the Abyss.

In order to make a portal large enough for the armies of the tanar'ri to come through, the Arcane are going to implode Firefall, using the energy of the sun's collapse to tear the dimensional fabric between the Cluster and the Abyss, allowing hordes of tanar'ri into the Cluster. Unprepared for such an onslaught, the people of the Astromundi Cluster will surely be defeated and enslaved by the tanar'ri.

The means by which this plan will be brought to fruition is discussed in Chapter 5: The Mystery of the Arcane.

**Minor Plots**: The Arcane are interested in retrieving as much shadowstone as they can lay their hands on. This element will play a critical role in the major plans of the Arcane (see Chapter 5), and is also used in the manufacture of crystal ships and citadels. The Arcane have their human allies, the Antilans, looking for shadowstone and are constantly hiring adventurers to seek out large deposits of the stuff in increasingly more dangerous territory.

The Arcane also know that the baatezu and their allies are closing in on them. Because of the Blood War between tanar'ri and baatezu, the baatezu do not want the tanar'ri to establish a foothold in the Cluster. Determined to stop their foes, the baatezu have unleashed a number of the dread dizantar to hunt down the Arcane. The Arcane are terrified of dizantar and have hired mercenaries and adventurers to seek out and destroy the dizantar.

**Government**: The Arcane have a very loose form of government which has little influence on their day to day lives. Once a year, all of the Arcane from across the Cluster gather together and discuss issues of importance to the race. Prices are set, trade agreements made, and the next steps in the Darkgate plan (see Chapter 5) are discussed.

Other than these yearly meetings, individual Arcane are allowed to go about their daily business as long as they continue to contribute toward the overall goals of the race. Those that do not cooperate are typically punished with unpleasant assignments far from any major trade centers.

**Society**: The Arcane tend to adopt the societal customs of other races with whom they have frequent contact, and can change from one set of customs to another as easily as most people change clothes. In the Astromundi Cluster, they have modeled their dress and customs to closely approximate those of the Antilans, though they do not share that race's religion or government.

The Arcane of the Cluster, unlike their brethren in other spheres, are not the primary traders in the area, having focused all their energy on the tanar'ri deal. The rewards from that will be far greater than a mere mercantile hold on a single crystal sphere.

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**Military**: The Arcane have no military, but are able to call upon large numbers of Antilan soldiers should the need for an armed force arise. They are rarely seen without several bodyguards, as the Antilans place a high value on their Arcane allies.

**Allies**: The Sun Mages are the "chosen" of the Arcane in this sphere. No other race has been so coddled by the mysterious humanoids, or so gifted with powerful spelljamming devices. Because of this, the Antilans will do anything to keep the Arcane happy. Of course, the Antilans do not realize that they, along with everyone else in the Cluster, has been sold to the tanar'ri by their allies.

**Foes**: No one actively opposes the Arcane, but many individuals are starting to suspect that the Arcane are up to something. Even among the Antilans there are those who think the Arcane are not as trustworthy as they appear, and questions about the Arcane's real plans for the Cluster are beginning to spread.

While these rumors are an annoyance to the Arcane, they are something that can be dealt with, unlike the appearance of the dizantar.

The dizantar are powerful creatures bent on destruction, sent by the baatezu to hunt the Arcane. Only a handful have been discovered in the Cluster, but their appearance sent the Arcane into a panic and caused them to hire a number of adventurers to kill the dizantar. Characters who discover the Arcane plan and try to stop it will gain a major advantage if they can find and ally with the dizantar.

## Illithids

**Rank: 1**

**Major Plots**: The illithids are currently being led to "glorious conquest over all other races" by an avatar of their god Lugribossk. The avatar is helping the illithids to extinguish the suns of the Astromundi Cluster. The exact method of accomplishing this devastating task is detailed in Chapter Four: The Sundeath.

This plot is consuming the majority of the illithids' resources, and has severely overextended their manpower, forcing them to hire mercenaries to complete some of their tasks. While this would seem like a perfect opportunity for the Antilans to attack the thinly-spread illithids, it should be remembered that the illithids do not appear to be overextending themselves. To outsiders, they appear to be as powerful as ever. No one knows that the illithids are currently being led by a powerful avatar of their deity, and the illithids guard this secret very carefully. They know only too well that if their avatar is discovered, the Sun Mages will spare no expense to have it incapacitated or killed.

**Minor Plots**: In order to complete their plans of dominating the Cluster, the illithids are going to need more manpower and money. To fulfill these two needs at once, the illithids are trying to strike a deal with the baatezu, extra planar fiends who share the illithids' desire for conquest and hatred for the Arcane. Though the illithids are unaware of it, the Arcane are (temporary) close allies with the chaotic tanar'ri, hated enemies of the baatezu.

The baatezu are wary of forming any pacts with the illithids at the moment, however. While they desire a foothold on the prime material plane, the baatezu are leery of allying with any group led by a powerful being such as an avatar. The illithids' god may be weak, but it is still much more powerful than most baatezu. For now, the illithids' plot to gain allies from beyond the prime material plane is moving ahead very slowly.

**Government**: The illithids are governed by their priest-caste, who commune on a daily basis with the avatar. The avatar communicates with all of the illithid priests at once, contacting them via telepathy. The power of the illithids in this sphere has allowed this ability to be used at will, and with any priest that is within the sphere. All illithid leaders are accompanied by at least one priest who can receive the avatar's orders every day, more often if the situation warrants it.

The priest-caste is also in charge of the day-to-day running of the illithid empire. They organize the illithid forces and assign special duties to the agents of the mind flayers. Because they are slain if they are seen to be failing in their duties, priests are extremely cautious in the orders that they give. Even so, they rarely survive for more than a few years. Those that exist as priests for longer are among the most crafty individuals of any race.

**Society**: Illithid society in Clusterspace is centered around their religion, which gives them a common goal and keeps the various mind flayers from squabbling amongst themselves. While such religious zeal is not a problem in private, in public the illithids give the impression of a coldly logical race without need of religious trappings. This has gone a long way toward keeping their avatar a secret; who would believe the cold-blooded mind flayers could have a god that cared enough to send an avatar?

Illithids are organized into a caste system, with birth determining one's beginning caste. The priest-caste rules illithid society, serving as go-betweens for the avatar. The sorcerer-caste is second in power, with powerful wizards often being granted audiences with the avatar. Though the priest-caste are technically higher in authority than the sorcerers, priests rarely assert their authority over the sorcerers unless directed by the avatar.

Below the sorcerer-caste, the so-called instigator-caste exists as go-betweens with the humans and other races of the Cluster. Those of the instigator-caste are the only illithids most other races will ever see. The instigators are schooled in control of their more violent side and know how to hide their revulsion of all other races. This has given them a very cool and calculating manner which other races typically find intimidating or arrogant.

The servile-caste are dedicated to the service of the higher castes. Servile illithids are by no means slaves, but function as butlers, chamberlains, and other servitor positions within illithid society.

The Varan have a special place among the illithids, acting as mouthpieces for the mind flayers in areas where the illithids are not well received. The Varan also act as agents for the illithids, going places where the mind flayers can or will not, and performing tasks the illithids do not want to be associated with. While a step above a true slave, the Varan are certainly second-class citizens within the illithid empire, and they know it. When an illithid gives orders to a Varan, the Varan always obeys, even to the point of self-destruction. Though no one is sure exactly what began this relationship between the two races, it is one that has lasted for more than a thousand years.

The lowest caste within illithid society is the slaves. The slave caste is made up of members of every other race; the illithids do not discriminate in who they buy from the slave markets. Slaves are regarded as less than intelligent beings, and more as tools than living creatures. Illithids use their slaves without regret, and will dine on them without mercy. No life is more bleak than that of an illithid's slave.

**Military**: The illithids possess considerable military might, from their spellweaving sorcerers to slave shock troops. They are also masterful tacticians, capable of viewing a battle from many sides at once and turning random variables to their advantage. Though considerably smaller in size than the Antilan military, the sword arm of the illithids has beaten back the Sun Mages more than once.

The Varan are also an important part of the illithid military, acting as saboteurs and agents provocateur for the illithids. Masters of stealth and striking from the shadows, the Varan have foiled many plans of the illithids' enemies. If a ship catches fire in illithid territory, or ship's supplies run low after offending a mind flayer captain, it is certain a Varan is behind it.

**Allies**: The illithids have little need for allies, though they do not go out of their way to make enemies. Essentially, they are neutral to all other races, dealing with them when they must but making no alliances or promises of aid. This has given them a reputation as arrogant, but such reputations have less than no effect on the illithids.

The Varan are the closest thing to allies the illithids have, and they are treated more like indentured servants or chattel than true allies.

**Foes**: The illithids are hated by the Arcane and Sun Mages. The Arcane/Sun Mage alliance has long fought against the illithid empire, doing whatever they can to bring about an end to the mind flayers' power. The neogi have used trade sanctions to keep the warring between the two races in check, but the fires of hatred always smolder close to the surface.

The Hidden (see Calidians, this chapter) are also enemies of the illithids, striking at their slave plantations and ships that carry slaves as cargo. The illithids have been frustrated by these attacks, as they do not know their source. Unfortunately for the Hidden, the Varan have been ordered to find the source of the attacks and it may be only a matter of time before the Hidden are discovered.

**Special Note Concerning Psionics**: Not all DMs allow psionics in their campaigns, either for player characters or NPCs and monsters. These DMs should carefully reconsider their stance on the unique powers of the mind. The illithids are, after all, referred to as "mind flayers" and are quite adept at the use of psionic powers. Such abilities give them a special flavor that players will never forget.

For those DMs who do use psionics in their campaign, it is suggested that at least one player character be allowed to utilize psionics as well. This will give the party a sorely needed edge in fighting the illithids, and makes for interesting story hooks. Remember, the Antilans do whatever they can to "recruit" psionic characters for battling the illithids.

If psionics are used in a campaign, the following notes will be of some help in running a game.

- The illithid priest-caste is composed completely of psionically powered mind flayers. These have the same powers that are listed in PHBR5, The Complete Psionics Handbook, plus any that are deemed appropriate.
- Illithid spelljamming ships are powered by psionics, but the ships are specifically tuned to illithid mental powers. Thus, it is impossible for a psionicist of any other race to power an illithid craft.
- Varan agents of the illithids are often psionic as well. It is suspected that the mind flayers are able to endow some Varan with psionic powers.
- Include plenty of psionic creatures for characters to battle. While it is true that psionics are far from commonplace, if they are allowed for the characters, monsters should have them as well.
- Psionics are rare! Outside of illithid society, no more than 1 being in 10,000 will have any measurable amount of psionic ability. Even illithids are not psionic as a rule. No more than 1% of their population is capable of using true psionics, the rest having only the abilities listed in the MONSTROUS COMPENDIUM®.

 

## Varan

**Rank: 2**

**Major Plots**: The Varan are primarily a race of servants to the illithids. For the most part, they have no higher ambition than to serve their illithid masters. The traders of Boyarny are the exception to this rule, using their relative freedom from illithid domination to increase their own power. For now, the Varan of Boyarny are happy to just maintain their freedom, but in the future they plan to strike against the illithids to free their brothers and sisters. Of course, there is no guarantee that the other Varan want to be free.. . .

**Minor Plots**: The Varan of Boyarny are seeking out any and all information about the illithids. They haven't made any real progress as of yet, but they are dumping large amounts of gold into the pockets of adventurers willing to dig for a few facts. What they intend to do with this information is uncertain, but it could be used as a weapon against the illithids.

**Government**: Most Varan are ruled by the illithids, who demand complete subservience from their human servitors. This relationship arose in centuries past, when the illithids managed to trick the primitive Varan into believing that the mind flayers were gods. Over the years, Varan families have instilled in their children the importance of obeying the illithid masters, but the reason for this has been lost over the years. Now, most of the Varan race serve the illithids blindly, doing whatever is asked of them.

The Varan of Boyarny have broken free from this chain of tyranny, largely because the illithids never laid claim to that colony. The Varan of Boyarny have their own government made up of three rulers who make decisions for all of Boyarny. For the time being, the illithids are content to let these Varan remain free. Should they become a problem, however, it is certain that the illithids will crush them.

**Society**: The illithid-serving Varan have no culture or society of their own. The Varan of Boyarny have a fledgling society based primarily around agriculture and trading. The Thoric of Boyarny are more than willing to help their Varan partners, and together they have made Boyarny a profitable little settlement.

**Military**: The Varan have no military but are, in effect, a large portion of the illithid military. Some of those who work as illithid servants are masters of sabotage and sneak attacks. These specially trained men and women are the illithid terrorist squads.

The Varan of Boyarny are not as martially adept as the others, but they more than make up for it with the arrangement they have with their Thoric co-settlers. The Thoric provide more than sufficient muscle to protect their Varan friends from anything but a major strike by the illithids. This strike may be coming sooner than the Thoric think.

**Allies**: The Varan are having a very hard time gaining friends among the other races. Most people readily recognize the Varan as agents of the illithids, and avoid them accordingly. Paradoxically, the Varan of Boyarny are actually aiding the illithids. By establishing trust with the settlements along the Boyarny trading routes, the Boyarny Varan are improving the Varan image, which is making it somewhat easier for the illithid-serving Varan to sneak into areas they need to. For the Boyarny Varan, it is a frustrating and dangerous situation.

**Foes**: Factions that dislike the illithids have similar feelings about the Varan. But for fear of angering the illithids, the Varan are most often left alone. While they are universally distrusted, they are also granted a certain degree of respect.

The Calidian Hidden, however, have no compunctions about striking at the illithid-serving Varan, whom they refer to as "flayer friends," and fierce hostility has flamed to life between the two.

## Neogi

**Rank: 2**

**Major Plots**: The neogi are a devious race, involved in any number of schemes and twisted plots. Primarily, the neogi want to be the only traders in the sphere. To this end they have become very protective of their trade routes, using whatever means necessary to keep others out of their markets. The Calidians have always been a thorn in the collective neogi posteriors, and of late, tensions are high between the two races. The Calidians have begun sneaking on to neogi trade routes, undercutting the competition even if it means taking a loss themselves.

The neogi have taken exception to this tactic (mainly because it's something that they would do themselves) and are using their influence to warn off certain Calidian customers. With such conflict between Calidian and neogi traders, the Arcane are hard-pressed to keep the peace in the jointly-operated Highport. Subtle adventurers are likely to find employ here, working as agents for either side of this conflict.

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  <img src="images/book-3-page-24.png" alt="" style="zoom:50%;" />
  <figcaption>Neogi boarding ship</figcaption>
</figure>


The neogi are also currently working out an agreement with one of the major beholder nations within the sphere. Unknown to anyone (including the illithids, who think they know everything), the neogi plan to use the beholders to become a military, as well as mercantile, power within the Cluster.

The beholders are willing to work with the neogi, because having an ally who can provide them with weapons and magical items aids their plots against their brethren. The neogi were more than happy to use the race hatred that exists between the beholder nations to their own ends. This is a plot that, if not stopped, could spell trouble for most of the races that live within the Astromundi Cluster.

As if that weren't enough, these devious traders have long been involved in fueling the flames of war between the illithids and the Antilans. Through a campaign of disinformation and outright propaganda, the neogi have convinced each race that the other is engaged in all manner of nefarious activities. While to some extent this is true (after all, each faction has its own agenda), the neogi keep the leaders of both factions worried about just what the other is up to.

The neogi desire this state of low-grade paranoia; it allows them to sell "information" to both sides and keeps both illithids and Antilans trading for bigger and better weapons to fight their enemies. Eventually, the neogi hope to spark a war that will destroy both sides in this long-lasting feud, leaving them as the prime power in the Cluster.

**Minor Plots**: The neogi are masters of deception. They use their talents to keep other races confused about just what the others are doing. Like the lies they tell the Antilans and illithids, these untruths are directed at convincing people that they need the information the neogi are selling.

As a new sideline to their normal trade in goods, the neogi have begun to seek out certain strange artifacts, all of which have three spiders engraved on their surface. They are especially interested in such items with origins in or around the Trinona system. The neogi priest caste is behind the search for these objects, believing they will lead to a resurgence of the ancient neogi deities. The priests hope to use the ascendance of the elder gods to provide the blessings for the neogi quest for dominance.

The Thoric people have lately come to the attention of the neogi, who desperately want to ally themselves with this advanced human race. After all, if the neogi could get the secret of the Thoric tradesman cargo ship, they would effectively neutralize the edge the Calidians currently have. So far the Thoric people have remained cool toward the neogi overtures of alliance.

**Government**: The neogi are ruled by a mysterious group of elders known as the Clutch. No one is quite sure where the Clutch is at a given moment, and personal audiences with them are rare. In actuality, the Clutch is composed of three ancient neogi preserved through magical means. The Clutch dwells on the surface of the Maw, using the murderoid's lethal reputation as a method of cloaking themselves. From time to time, the Clutch will leave the Maw in a great mindspider and travel to the centers of neogi culture to deliver their edicts for the coming year.

Of late, the priest caste has begun spreading dissent among the neogi, directed at the Clutch. Always ambitious, the priests are hoping to seize power for themselves. Naturally, the Clutch knows what is going on, and in true neogi fashion, are plotting to have the rebels killed.

**Society**: Neogi society within the Cluster is based upon a caste system. All neogi are vividly tattooed with phosphorescent dyes that show their caste and standing within the caste. Traditionally there are three castes: priests, traders, and nobles. Priests are the lowest of the castes (though the unnamed fourth caste is lower by default) and the least respected despite their attempts to revive their religion. At present the members of the priest caste are clerks and record keepers for the other castes.

Traders perform the most essential task in neogi culture: commerce. They are the neogi most often encountered out and about, and bring in virtually all the wealth to neogi society.

The nobles are essentially members of the other castes who have risen to the summit of the social system. As such they get a cut (based on their caste standing) of all the profits brought in by the traders and tithes taken by the priests.

A fourth caste has come into existence over the past few decades, though it has no name. These uncaste individuals are treated as chattel by those of the castes above them and can be bought or sold as property. The fourth caste individuals have no tattoos, but may attempt to rise into one of the castes by challenging a casted individual. If successful, the uncaste neogi is tattooed with the symbols of his new caste, and the loser is scarred over all his tattoos and becomes property of his challenger. Note that only the lowest of casted neogi may be challenged in this way. Other casted neogi always strive to rise within their caste, ascending the social ladder as they do so and distancing themselves from the desperate uncaste.

Clusterspace neogi have developed a ritualistic series of challenges that determine dominance within their society and prevent bloodbath wars between power-hungry status-seekers. The challenges are of a personal nature and are of a sort best performed through subterfuge rather than brute force. In fact, it is not necessary for a challenger to even announce his challenge until he has succeeded in his bid for advancement, or has been discovered in the process. The challenges are as follows:

- Fear: The challenger must do something (or have something done) that strikes terror into the hearts of the opponent. Typical Fear challenges include repeated near-miss assassinations, threatening notes, business takeovers (in the case of the merchant caste), and other similar acts.
- The Wounding: The challenger must deliver a serious wound to his opponent without being caught. This can be very dangerous, despite the fact that missile weapons can be used. Challengers who fail to deliver the Wounding within thirty days of the Fear must reveal themselves and submit to a Ritual Duel.
- Disgrace: This phase of the challenge involves bringing shame and humiliation down on the challenged neogi. Typical challenges of this sort include sabotage on an opponent's business, spreading heinous lies about his personal life, or revealing hidden inadequacies or shameful secrets to the public.
- The Submission: After all the challenges have been performed, the challenger must publicly confront the challenged before their peers. At this time, they engage in combat, fighting until one submits to the other. If the challenger wins, he rises in status and receives his new tattoos and half the property of the loser, while the challenged is lowered in status and wealth. Should the challenger lose, however, it is perfectly acceptable to sell him into slavery or kill him outright for his presumption.

Because the challenged has the right to choose a champion to fight for him in the Submission, it is dangerous to challenge those of a significantly higher status than oneself, who will certainly have more and better servants and access to better champions.

**Military**: The neogi military is composed of their umber hulk servitors and any other mercenaries they may hire. They are not a particularly powerful military power, but their unique trading position protects them from attack.

There is no record of a neogi attack, but should the neogi ever need to take such an action they will likely soften defenses up by sealing off trade routes leading to and from their target. Starvation is a wonderful weapon, and the neogi are devious enough to use it to best effect. Mass poisonings are another neogi trick, and with water supplies usually confined to one area of a settlement (because they often have to be thawed from asteroids of ice), slipping a potent poison in would be no trouble at all.

Of course, any neogi assault would be prefaced by an invasion of agents who would scout out the weak points of the target and strike from within. Any military action with the neogi is going to be fraught with deception and underhanded dealings, and conventional generals will have to alter their tactics to combat those of the devious traders.

**Allies**: The neogi have no real allies, but everyone depends on them for trade goods. This endears them to no one, but does keep them on relatively good terms with those settlements on their trade routes. The neogi would like to ally themselves with the Thoric in order to have steady access to technology and new ship designs, but this is not likely to happen in the near future.

**Foes**: Everyone is a potential enemy to the neogi. If their plans are ever discovered there will surely be an uprising against them, and they are liable to be destroyed by the very forces who now depend on them. This has led the neogi to carefully conceal their true plots from those with whom they deal, and even the illithids remain (for the most part) ignorant of what the neogi are planning.

This doesn't mean that they are well liked, however. The Calidians would like nothing better than to see the neogi destroyed, as this would give the human merchants valuable trade routes that the neogi now possess. The illithids and Antilans have no love for the neogi either, but are so dependent upon the dominant mercantile force for raw materials and other imported goods that they can take no direct action.

## Thoric

**Rank: 2**

**Major Plots**: Of all the races, the Thoric are the most honest and least prone to elaborate conspiracies. They want to be left alone to pursue their lives in peace and freedom. Unfortunately, neogi and Calidians alike are not likely to let the Thoric off so easily. Both of these races desperately want to ally themselves with the Thoric, and by doing so gain a vital edge in the trade war. Their high rank is a result of these potential allies and the Thoric's advanced technology.

**Minor Plots**: The Thoric are vaguely interested in seeing the neogi race fall into disrepute, if only to end the constant feuding with the Calidians. Though the Thoric have no particular love of the Calidians, at least they are human. So far, the Thoric have made tentative moves towards siding with the Calidians, allowing them to use Tradesman-class ships and providing mercenary forces on occasion.

**Government**: The Thoric are ruled by their queen, a solitary, rarely seen woman who is known to live out in the Fringe, where the bulk of the Thoric have settled. The queen is absolute monarch of the Thoric, but rarely calls down edicts or forces her citizens to do things not in their nature. More often, the queen acts through the leaders of settlements, allowing them to solve disputes in her name. Of course, this free-wheeling sort of government would be impossible in more devious cultures, but among the Thoric it works just fine.

**Society**: The Thoric are a reclusive people for the most part, uncomfortable around strangers. They hide their discomfort very well, and appear to be some of the most plain-speaking and easy-going people in the Cluster. Inside, though, a Thoric among strangers is extremely nervous.

The Thoric chose to settle in the Fringe for this reason, and because there was little competition for food or land out that far. While the other races were scrabbling for those necessities in the near-sun sections of the Cluster, the Thoric were roughing it on the Fringe. Eventually their frontier spirit paid off, and the Thoric now control the Fringe and its supply of ice, which other races need for water. The Fringe is also the only place that the vrig live. This fur-bearing animal is prized for its pelt, which the Thoric are expert at working into garments.

The Thoric have benefitted from their nearness to the crystal shell and the travelers that occasionally come through. Over the years they have become adept at using more modern technologies (such as wheel- and flint-lock pistols and cannon). This knowledge has led them to produce quite a few innovative designs of their own, with the Thoric tradesman chief among these. Any other race would be more than happy to get their hands on these excellent cargo ships, but the Thoric aren't selling. The only others that the Thoric allow to use them are the occasional Calidian traders.

**Military**: The Thoric have little need for a standing army or navy of any sort. They have no desire to conquer other races, and their isolation and advanced weaponry makes it very unlikely that anyone would ever seek to conquer them. After all, the Thoric tradesman is the only ship (outside of the crystal citadels) that can make the trip from the Inner Ring to the Fringe in any reasonable amount of time, and the Thoric aren't giving these ships away. For now, the Thoric can enjoy their isolated lifestyle without the imminent threat of conflict so common elsewhere in the Cluster.

**Allies**: The Thoric are friendly with any race that welcomes them, which is nearly all others. They are the only reliable source of water (their ice asteroids), and so are welcome wherever they decide to put in. This keeps them safe as well, because no one wants to jeopardize a friendly source of water.

**Foes**: Only the neogi are the Thoric's foes. These traders are very bitter about the loaning of tradesman-class ships to the Calidians. Though they try to hide it behind a veneer of civility and bribes, the neogi would like nothing better than to see the Thoric crushed and their ships sold to the highest bidder. Which, of course, would be the neogi.

## Calidians

**Rank: 3**

**Major Plots**: The Calidians are currently involved in a mercantile showdown with the devious neogi. Their most important goal is to become the premier trading power within Clusterspace. To accomplish this feat, the Calidians have begun consorting with a strange race of newcomers: the dowhar. These birdlike traders (see below) have only recently found their way into Clusterspace and they are delighted at what they have found.

Here the Arcane are not avid traders as they are in other spheres, allowing the dowhar to take control of mercantile matters. Of course, revealing themselves to the neogi at this time would be a tactical disaster, as it would give away the advantage of surprise. Thus, while other races think that the Calidians are talented newcomers, the real expertise lies in the hands of the dowhar.

This is why some Calidian traders have the annoying habit of pausing frequently, sometimes stopping in mid-sentence. In fact they are receiving information from their dowhar partners, who use their ESP to monitor trading sessions. No one knows of the dowhar except for the Calidians, who prefer to keep their allies secret for obvious reasons.

When traveling through dangerous territory, the dowhar bring giff mercenaries with them. This has raised some eyebrows (especially among the neogi), because no one had seen giff before the Calidians began using them as guards on their trading vessels. The Calidians have managed to fend off most of the questions so far, but sooner or later, their clever answers are going to run out and the dowhar are going to be discovered. Calidians and dowhar alike are hoping that by the time this happens, the neogi will be bankrupt and out of the way.

What the Calidians do not know is that they are dupes of the dowhar. Eventually, the penguin like traders are going to discard the Calidians as used up tools, leaving them worse off than they were when they started. If the Calidians don't figure this out for themselves, yet another race will have their chance to "conquer" the beleaguered Calidians.

**Minor Plots**: The Calidians are a noble race with big ideas about the way things should be. While they are attempting to establish themselves as powerful traders, they also want to spread freedom and hope wherever they go. To this end, the Calidians are spreading their religion, the worship of Tradifos. This deity of wayfarers requires his followers to move around, and as long as people move about, they are free. Or at least that's the Calidian logic.

Anywhere the Calidians come across injustice or inequity, they are likely to become involved in righting the wrong. This often wars with their merchant mentality—and where profit margins meet crusading, there's no telling which will win. Of course, the Hidden are the exception, refusing to engage in trade while doing what they can to free the oppressed people wherever they are (but especially operating against the hated neogi and illithids).

**Government**: The Calidians have no true central government. Instead, each family (or Trading House) governs itself and the affairs of those linked to them (such as servants and employees). The Trading Houses meet irregularly to discuss matters of importance to all of them. At these meetings all are supposed to be equal, but those with the most money and power are normally the most influential.

The houses and their locations, in order of importance, are Lanish (who co-run Highport with the neogi), Fokig (Dalmania), Trinona (Trinona), Thandilan (Thandilan), The Shattered Houses (Calimar), and the Hidden Houses.

**Society**: Calidian society is a free-wheeling one, with freedom and individual choice prized above all else. This concern for individual rights is a product of the hard road the Calidian civilization has followed. From the beginning of recorded history, the Calidians have been a prize race, passed back and forth between the Antilans and illithids. Twice in the past the entire race was sold to one party or by the other.

Only recently (in the past three hundred years) have the Calidians been able to free themselves from the shackles of their oppressors.

Taking flight, the Calidians sundered their central government and broke into what are now the Trading Houses. By careful planning and by staying hidden until they were powerful enough to be left alone, the Calidians were able to gain their freedom.

Of course, once they made their reappearance, Antilan and illithids alike decided to put the Calidians in their place. Now, several of the Calidian settlements have fallen, and several more are in danger of being conquered. Only the actions of the Hidden manage to keep them free.

**Military**: Calidians have very little military might, as seen by the continuing threats by would-be conquerors. To combat this, the Calidians have turned to guerilla warfare, via the Hidden Houses. These lesser houses have become dangerous assassins, using their anonymity to infiltrate other factions and "neutralize" enemy leaders.

Despite their ruthlessness, the Hidden Houses are very selective about their targets. They are very proud of the fact that they have never killed an innocent (though what they mean by this is unclear), and always deal with their targets in a relatively clean manner. Their reputation is spreading; even the illithids are beginning to worry about the Hidden.

**Allies**: The Calidians are not close to any of the other races, but believe the dowhar to be their allies. The Thoric are also friendly with the Calidians, as seen by the Calidian use of the Thoric tradesman ships. The elves see the Calidians as the lesser of two evils, and are considering allowing the Calidians access to the phlogiston and the goods that such access will bring to them. If this occurs, the elves may be the factor that pushes the Calidians ahead of their neogi adversaries.

**Foes**: The neogi are the foes of the Calidians by mutual agreement. Though the races are not openly hostile to one another (fighting would decrease both of their profits), they will do what they can to hurt each others' reputation in their respective markets. Other races are not exactly friendly with the Calidians, and the Antilans and illithids are downright hostile, if only for historical reasons. Only in the Inner Ring's neutral zone will the three races be seen together, not fighting.

If the Hidden's home base is discovered, it is very likely that the Calidians will attract a horde of unhappy foes, all of whom will be more than happy to destroy the traders.

## Dowhar

**Rank: 3**

**Major Plots**: The dowhar are a strange group of penguin like creatures only recently arrived in the Astromundi Cluster. They arrived while pursuing a neogi trade ship (which had attempted to capture them) from Realmspace. Realizing that they were badly outnumbered by their neogi rivals, the dowhar have allied themselves with Calidian trading houses in an attempt to bolster their numbers. While it is true that the neogi are the primary merchants within the Cluster, the dowhar regard them as nothing more than upstart amateurs ignorant of the true subtleties of trading among the stars.

<figure>
  <img src="images/book-3-page-29.png" alt="" style="zoom:40%;" />
  <figcaption>Dowhar friends</figcaption>
</figure>


The dowhar have managed to get word back to their fellows in other spheres through elven messengers, but only the most brave or foolhardy of dowhar have answered the call. As a result, the dowhar in the Astromundi Cluster are both desperate and dangerously courageous, a rare combination for the normally self-centered beings. These efficient traders are determined to make this sphere one in which they are the primary trading power.

The Calidians believe that the clever dowhar are going to bring them along on their ride to the top, but nothing could be further from the truth. Once the dowhar have achieved their ends they will allow the Calidians to remain as minor traders and no more.

**Minor Plots**: The dowhar have managed to remain hidden from all but the Calidians and a few elven traders. Now, though, they believe that they may be in danger of being discovered too early in their plans.

In order to remain hidden, they would like to move their base of operations into the Sargasso of Skulls. To this end the dowhar have sent a troop of their giff soldiers (using magical disguise to appear human) out in search of this area's secrets.

**Government**: The dowhar have no real government, because there are so few of them. If more than a hundred or so ever get to one place, though, they will pick a "head trader" who will lead the others. The current leader of the dowhar is Ropawona, a one-eyed merchant of great skill.

**Society**: Dowhar society is communal. While there is a ranking system based on profit margins, all wealth brought in by the dowhar is spread equally among them all. This arrangement is rare among the dowhar outside the Cluster, but here it is a matter of survival. By supporting one another, the dowhar are enhancing their ability to act effectively against the neogi. Despite the fact that the dowhar's standard of living is fairly uniform, everyone knows that Ropawona is the true leader. All others have a say in what goes on, but Ropawona is in charge.

**Military**: The dowhar have no military, but as they are currently hidden from all but their allies, they don't need one. Still, the dowhar know the benefits of strong protection and keep their giff mercenaries close at hand. Typically, five giff will be present with any one dowhar, but more may be present if the trader is expecting trouble.

**Foes**: The dowhar have no real enemies. If they are discovered, however, they will doubtless face ruthless aggression from neogi mercenaries. Though other races have little to fear from the dowhar, the neogi will certainly fear for their profits and attempt to shut down any trading newcomers.

**Allies**: Of course, the Calidians are the dowhar's strongest allies, because they are one of only two races that know of their existence. The elves are unspoken allies of the dowhar, as well, taking messages outside the crystal sphere for the merchants. As with all their dealings, the elves keep these transfers strictly confidential.

## Dwarves

**Rank: 4**

**Major Plots**: On the surface of things, the dwarven race seems to be one of little ambition. They exist primarily as miners or mercenaries and seem to have no intention to move into the larger political arena. In fact, the Four Kings (see below) are plotting their rise to power. Like all things dwarven, this planning has gone quite slowly, as each portion of their grand scheme is meticulously worked out.

At present, the dwarven plan is proceeding on schedule. Most races are dependent on the dwarves for their mineral wealth, and many are becoming extremely dependent on the dwarves for military might as well. That is the linchpin of the dwarven philosophy: get everyone to depend on your resources. At some point in the future, the dwarves are going to withdraw their metal supply from the markets and call their mercenary troops back to their homes. Without metal or troops, other races are going to be easy pickings. At least that's what the dwarves believe.

Unfortunately, not everyone is ignorant of the dwarves plan. The illithids, for instance, have used their mental powers to pierce the dwarven veil of secrecy and have since begun procuring their own supply of metal (the Calidians at Calimar are a prime supplier at this point). The Antilans, too, have their suspicions, but are finding it very hard to break their years of reliance on dwarven mercenary troops. Slowly, the Sun Mages intend to phase these squads out of their attack plans.

The dwarves plot and plan, with every day making it less and less likely that their schemes will succeed.

**Minor Plots**: Part of their plan to conquer the crystal sphere rests on the fact that no other race has proven to be a stable provider of metals and minerals. The Calidians at Calimar are starting to change this, though, and the dwarves don't like it one bit.

Currently, they are trying to work their way onto Calimar using agents posing as laborers. The idea is for the agents to sabotage the mines, making them less and less profitable until at last they are given up for good. Naturally, the dwarves don't want to be tied to such goings-on and are willing to hire characters to do their dirty work for them. . . .

**Government**: The dwarves are ruled by the so-called Four Kings. These are the heads of the four major dwarven families, and each has an equal say in matters of state. Each of the Kings lives in a different dwarven colony, communicating by means of courier. The Four Kings meet at the beginning of each new year to lay the course for the dwarven nations for the following months. Emergency meetings may also be called, but this has never happened.

The Four Kings and their colonies are: Dwumor Barethold (Barukhaza), Gordo Runelight (Chakarak), Makky Kurebold (Cerekazadh) and Huul Rantiron (Doromakhad). Makky Kurebold is the most important of the Kings as ruler of Cerekazadh, and he has the power of tradition behind his words. Though the other Kings are theoretically equal when it comes to decisions, Makky is definitely in charge.

**Society**: The dwarven nations are based around their clans. Though the Four Families (Barethold, Runelight, Rantiron, and Kurebold) are the broadest unit of definition, the clan is the most common. As an analogy, the Families are like nations, the clans like towns. While a dwarf may be a member of the Kurebold Family, it is his or her clan that is most important. Clans have no names, but are identified by unique symbols that are prominently worn as jewelry in a dwarf's beard or hair.

Each of the clans serves a specific function in its colony. Some are drillers, some are rock-haulers, some are artisans, some are warriors or mercenaries. Clan traditions go back generations, and dwarves are loath to take up an occupation not practiced by their clan. This has led to very specialized groups within each colony. A given clan is very skilled at what it does, and no other clan is likely to have such skills.

If a clan is wiped out, the loss will cripple the colony. After the recent slaughter at Doromakhad, where several clans were all but lost, some cross-migration of occupations is beginning to occur, but slowly.

**Military**: While the dwarven clans are very closemouthed with their secrets, out of necessity the warrior clans agreed long ago to train the others in the basics of warfare. This has given the dwarves a huge standing army, as nearly every member of the race could pick up a hammer or axe and use it with at least moderate effectiveness.

Dwarven mercenaries are especially fearsome, garnering high wages throughout the Cluster for their strength, fortitude, and skill. No one has ever managed to conquer a dwarven colony without very heavy losses. On the other hand, the dwarven army as a whole is geared more as a defensive force than an aggressive one, making them a negligible threat where invasion is concerned.

**Allies**: Everyone thinks that they are the dwarves' allies, but no dwarf would consider those "others" to be anything more than useful acquaintances. The dwarves treat everyone with a fair amount of apparent respect, however, and have no long standing feuds with any race.

**Foes**: Though the Calidians don't know it, they are about to become the target of dwarf-hired saboteurs at their mining operation on Calimar. The dwarves are agitated that the upstart Calidians would begin putting ore on the market and are determined to stop its flow (see Minor Plots, above).

The illithids are also a potential threat, as their psionicists have learned of the dwarven schemes to rule the sphere. For now, though, the mind flayers are playing it close to the chest, and the dwarves do not realize that their security has been compromised.

## Lizard Men

**Rank: 4**

**Major Plots**: The Khalzan lizard men are almost totally isolated from the rest of the Cluster. They have trading ties to the neogi, but they profit little from this. These lizard men are a race in decline, mired in their own past. They refuse to seek out others of their kind, and so their race has become almost hopelessly inbred.

<figure>
  <img src="images/book-3-page-32.png" alt="" style="zoom:40%;" />
  <figcaption>Lizard Man warrior</figcaption>
</figure>


The Ssthakal lizard men, on the other hand, have decided to look to the stars for salvation. Knowing that they had fewer and fewer children every year, they correctly deduced that they needed new bloodlines to survive. Thus, Ssthakal lizard men will sign on to nearly any ship that comes their way. Many of them serve as mercenaries, risking their lives for the chance to explore the stars. The Ssthakal are as outgoing and adventurous as the Khalzan are insular, constantly on the lookout for others of their kind.

**Minor Plots**: Neither the Khalzan nor the Ssthakal lizard men are prone to plotting.

**Government**: The Khalzan lizard men are ruled by the voices of their ancestors, which speak from an ancient burial mound within the heart of Khalzan. No outsider has ever seen this mound. The ancestors are unfortunately quite short-sighted, and their insistence that the Khalzan maintain blood purity is leading to the demise of this proud people. It is possible that the ancestors may be consulted by characters, but only those who are very skilled in diplomacy or exceedingly stealthy. The risk could very well be worth it, as the ancestors could provide important clues to the plots currently underway in the Cluster.

The Ssthakal lizard men have a very free form government. A leader is elected biannually by the entire colony. Occasionally the leader proclaims laws or commands, but for the most part the lizard man ruler deals with outside forces and acts as a manager.

**Society**: The lizard men of Khalzan have based their society around the worship of their ancestors. They are a very death-oriented people, fatalistic and accepting of the fleeting nature of life. This makes dealing with them very difficult, as little can entice them out of their self-imposed isolation. After all, how attractive are gold and gems to a people who only know that they will perish and go on to an afterlife where these things will not aid them?

The Ssthakal lizard men are a gregarious race, their society firmly geared toward exploration. Though they have few ships of their own, young lizard men (and lizard women!) are encouraged to take passage on the ships of other races and return with word of more lizard men. Unfortunately, there have been no discoveries of new lizard men enclaves so far, and the Ssthakal lizard men are beginning to get discouraged.

**Military**: Neither lizard man colony has a standing military, though both are able to defend themselves more than adequately. Lizard men are fierce fighters, with or without training, and their prowess is well known by other races. Most other factions have no desire to come to blows with the lizard men in any case, as neither colony has much of interest to offer.

**Allies**: The lizard men of Ssthakal are friends with everyone, or at least they try to be. No other race is as hungry to be accepted, or as accepting, as the lizard men of Ssthakal. Unfortunately, a good many people are scared to death of the huge, scaly men and aren't quite ready to accept them as friends. Such misunderstandings have led to conflicts in the past, but overall, the lizard men are seen as strange but typically harmless creatures.

Khalzan has no allies to speak of, but they do trade with the neogi from time to time.

**Foes**: No faction has an axe to grind with the lizard men, and the lizard men are careful to keep it that way. They do not attempt to conquer other races, and serve as mercenaries only, remaining neutral in their views.

## Beholders

**Rank: 5**

**Major Plots**: The beholders are a race constantly at war with themselves. The internal bickering between the different "families" of beholders has led to a fragmented society with no real course of action as a whole. Instead, each family pursues its individual goals while trying to keep the other families from crushing it.

One of the beholder families is currently at work hammering out a deal with the neogi. These beholders want technology and magic, while the neogi want to use the beholders as assassins and terror tools against their enemies. The beholders have no intention of upholding their end of the bargain, but are going along with the plan until the right time for treachery arises and they turn against their neogi "partners."

Another beholder family located in the wastes of the Great Belt is searching for an ancient device that will insure their power within the sphere. The artifact is a weapon of great power once used by the beholders to cause the First Cataclysm (whether this is true or not is entirely up to the DM). They intend to collect the artifact's pieces, put them together, and destroy the other beholder families. Then they'll turn their attention to the upstart humans.

Several of the families have recently begun waging an all-out war against the illithids. No one really knows the reason for this, but there are a number of possible answers. The illithids could have intruded upon beholder space, discovered a crucial weakness in the families, or could simply have annoyed the beholders. Whatever the reason, it is quite rare for the beholder families to work together, so the illithids must be a threat to the beholder race as a whole.

There are more plots at work within the beholder families within Clusterspace, of course. This faction has been left intentionally vague to give the DM more flexibility in working the mysterious beholders into a campaign.

**Minor Plots**: There's just no telling what the beholders and their kin are going to be doing. Feel free to come up with whatever outlandish or devilish plots you desire. The beholders are here for you to tinker with and customize to your particular style of play and your campaign.

**Government**: There is no central beholder government. Each family is ruled by a queen mother, to which all other beholders are subservient.

**Society**: Little is known about beholder society, though it seems they are compelled to war amongst themselves in mindless conflicts and wars of attrition. This has helped to keep their numbers down, making them very little threat to the other forces of the Cluster despite their great individual power.

**Military**: The beholders have various sub-races (see MONSTROUS COMPENDIUM® 7) who do their fighting for them. These races are heavily customized to each family, leading to all manner of bizarre constructs unique to each group of beholders. It is rumored that those taken prisoner by the beholders end up as such abominations.

**Allies**: The neogi are the closest thing that any of the beholder families have to an ally.

**Foes**: Beholders are universally despised and will be attacked on sight. No one likes them, everyone hates them, and yes, they do eat worms. People too.

## Elves

**Rank: 5**

**Major Plots**: The elves are the most secretive and private of the Cluster's races. They are seen as haughty and purposely obscure beings, though they are respected for their ability to enter and leave the Cluster at will. The elves have no real plots, wanting only to return to their glory days as the conquering warriors of the Unhuman Wars. Unfortunately, it may be some time before they can regain their standing among the other races. Though they possess wealth and all the equipment they need, elves breed very slowly and their numbers are dangerously low.

The elves of Giltiond have reverted to a primitive lifestyle, communing with nature in an attempt to find a solution to their troubles. The other elven settlements, particularly Avarien, have resorted to other measures, such as seeking out elves outside the sphere with whom to attempt to produce offspring. The major drawback to this is that the Astromundi elves have changed quite dramatically over their centuries of isolation. Other elves scarcely recognize them as belonging to the same race, making breeding next to impossible.

**Minor Plots**: The Astromundi elves amuse themselves by controlling who is granted leave from the crystal sphere, thus altering the balance of power within the Cluster. They are careful in what they do, knowing that allowing one race or faction easy access to the phlogiston will make that faction much more powerful than their competitors. The elves believe firmly in keeping things equal, though, and have done a fairly good job of it so far.

The secret of the sphere's exit has been protected by the fact that the elves of the Cluster are immune to the mind-reading talents of the illithids. The price of that protection is the complete lack of psionic talent or potential in Astromundi elves. They are still vulnerable to psionic attack, however.

**Government**: The elves of Giltiond have no government, existing as a communal tribe along their vine. The other elves are organized under elected officials who decide on policy and measures needed to enforce such policies. Generally speaking, the leadership of the elves is a loose sort, allowing individuals great freedom.

**Society**: Elven society is currently geared toward producing children. Elven males and females are married early, with the disparity between the numbers of each sex insuring that each female has numerous husbands. This limits the number of elven adventurers, who are actually renegades for not marrying in accordance with elven custom. While not exactly outlaws, such elves must take care when they return home, lest they be married off and shackled to their homes for the rest of their lives.

**Military**: Elven military units are always shipboard fighters, masters of fighting in space but not as effective on the ground. Since they do not wish to conquer other races, the elven military is geared primarily toward defense.

The so-called Homeguard serve six-year terms, during which they are excused from their marriages. Some young elves try to secure lifetime positions within the Homeguard in order to escape marriage, but few succeed. The Homeguard specializes in asteroid belt maneuvers. Their ships have little difficulty slipping through the most crowded of belts, and only the goblinoids are more adept at avoiding collisions with asteroids.

The elves have also become masters of improvised traps within the belts. They have also "trained" the infinity vines that surround their settlements to attack enemy ships. Attacking an elven settlement is nearly suicidal, as it is nearly impossible to avoid the surrounding vine.

**Allies**: The elves have no real allies, but no one will attack them for fear that the elves will deny them exit from the crystal sphere. Many races and factions pretend to be friends of the elves, but few rarely trust them and no one really likes them.

**Foes**: For the same reason that elves have no real allies, they have no enemies to speak of—with the exception of the goblinoids. Fearful of being denied a way out to trade with other crystal spheres keeps most other races from making any serious moves against the elves. The Antilans, who feel no need to contact other spheres, might attack the elves if it would further their plans.

## The Goblinoid Races

**Rank: 5**

**Major Plots**: The goblinoid races (goblins, ores, hobgoblins, scro) have but one thing on their minds: killing elves. Though few in number, they are a potent force that use lightning swift raids to attack elven settlements. Thus far, the goblinkin have been less than successful with their attacks on the elven vine-fortresses and have begun to turn to less conventional means to achieve their ends.

Scro agents are currently in negotiation with the Varan, who are bargaining on behalf of their illithid masters. The Varan are promising to help the goblinoids destroy the elves, if they can discover the secret of leaving the crystal sphere.

<figure>
  <img src="images/book-3-page-35.png" alt="" style="zoom:100%;" />
  <figcaption>Goblinoid attack</figcaption>
</figure>

The goblinkin also believe that the Astromundi Cluster contains a secret cache of witchlight marauders. If they find these terrible beasts, the goblinoid races will not stop with merely destroying the elves; no race will be safe from them.

**Minor Plots**: Reinforcements periodically arrive in the Cluster, but they often cannot find their kinfolk and are easy pickings for the other races. The goblinoids have begun a travel pattern that should make it easier for others of their kind to find them. Their path takes them dangerously close to the Thoric settlements in the Fringe, however, and the humans there do not take this lightly.

**Government**: The goblinoid forces are lead by a scro general calling himself Ruk'kahn, the Great King. Thus far his leadership has been unquestioned, but if he doesn't score some telling successes against the elves soon, he may be attacked by his followers and replaced by a younger, stronger scro.

**Society**: The goblinoids of the Cluster are military units that were trapped in the sphere after pursuing elven troops through the Astromundi crystal shell. As such, they have no real society and exist solely as a large war-tribe, traveling throughout the Cluster in search of elven settlements to destroy.

**Military**: The goblinoid armada consists of several hundred different ships, scattered throughout the Cluster. Thousands of goblins and other lesser goblinoid races are led by powerful scro captains in search of elven prey. Because the goblinkin are universally disliked throughout Clusterspace, they are careful to avoid populated areas. After years of traveling through the crowded, dark asteroid belts, the goblinoids have become masters at navigating seemingly impassable areas. This ability allows goblinkin ships to strike without warning from within asteroid belts, taking unwary targets with ease.

**Allies**: The goblinoids have no real allies, though they are currently working out an agreement with the illithids (see Major Plots, above) in order to better deal with the elves within the Cluster.

**Foes**: No one much cares for the goblinkin. As far as the other races are concerned, the goblinoids are nothing but trouble and deserve whatever they get.

This attitude is strengthened by the goblinkin piracy that persists within the Inner Sphere despite attempts to eradicate it.

## Other Races

While there are other races within the Astromundi Cluster, most of them are represented by relatively small populations, and, in some cases, by single individuals. Any race may be found within the Astromundi Cluster, even the "world-specific" races such as DRAGONLANCE® kender or the various nasties of the RAVENLOFT® campaign world. Below are some of the different races that are especially appropriate, and their motivations and attitudes within the Astromundi Cluster.

The Cluster also teems with any number of strange and/or unique creatures. DMs should feel free to tailor specific creatures for their campaigns, maintaining a sense of mystery and the unknown.

### Giants, Spacesea

Rover giants are far from common in the Cluster, but they are not unknown. The giants roam throughout the sphere on their Spacesea Giant Galleons, spreading the word of Ptah. Other races are unsure of how to deal with them, and most avoid the rovers altogether. Spacesea giants can be an interesting source of information for characters, as the giants journeyed far and wide before becoming trapped within the Astromundi Cluster, and might know nearly anything.

### Great Dreamers

These mammoth whale-like creatures are meant to be obscure and mysterious, serenely gliding through the reaches of wildspace, heeding only their own thoughts. They are best used as information sources and wise sages that must be tracked down before being questioned.

### Outer Planar Creatures

The Astromundi Cluster lies at a nexus point for the many planes of existence. Here, the dimensional fabrics are thin and frayed, and creatures from other planes sometimes find their way through. In addition to the baatezu and tanar'ri (who are involved with the illithids and Arcane, respectively) virtually any of the creatures found in the Outer Planes MONSTROUS COMPENDIUM' from aasimon to zoveri may appear in the Cluster.

These creatures should not appear with any frequency unless the illithids or Arcane succeed in their plotting, but should be used to surprise and terrify characters. Used properly, even the lowliest lemure can make for a memorable encounter.

### Plasmoids

If things are getting too tame in your campaign, or if the characters manage to bring about an end to the tyranny and treachery of the Arcane and illithid masterminds, the plasmoids make an excellent way to stir things up. Perhaps the DeGleash and DelNoric bring their war to the Cluster, forcing the characters to chose sides and bring peace back to their homes.

Or the DelNoric could come alone, a new threat determined to dominate the Cluster.

### Reigar

The reigar are the perfect deus ex machina for characters in trouble, or a perfect way to land them into hot water. The reigar could be in the sphere for any reason, from wanting to help destroy the illithids to searching for a gem in a particular shade of blue. Able to enter and leave the Astromundi Cluster as they will, the reigar are an easy way to hook characters into an adventure or rescue them from one gone awry.

<figure>
  <img src="images/book-3-page-36.png" alt="" style="zoom:40%;" />
  <figcaption>Xixchil</figcaption>
</figure>


### Xixchil

These mantoids are rare, but the few scattered throughout the Cluster are prized surgeons and craftsmen. The xixchil may be able to repair or help destroy pieces of the Darkgate or Sunslayer. If this is the case, finding one can be an adventure in itself, as can protecting the xixchil from Arcane or illithid-sent assassins.
