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# DISASTER AT BADUR’TOR ## ADVENTURE SYNOPSIS **“If it were not for their stubborn shortsightedness in the face of riches, Dwarves would have certainly conquered the world eons ago.”** - All Historians Everywhere -

For almost a decade, Badur’Tor served two purposes. It was a middling mining operation for several common metals. Nothing real exciting, and nothing that drew large teams of miners. But after striking a rich vein of Adamantine the Dwarves of Badur’Tor worked around the clock in strict secrecy to mine it all out before word spread and the small settlement was flooded with prospectors. Its second purpose was to act as a forward outpost for the Kingdom of Kar-Yiros. In the descending tunnels beyond lay the deep places of the earth. The kingdoms known to the surface as the Underdark. But Badur’Tor’s demise did not come from the tunnels beyond… it came from the ones they were digging.

It has been said a lot of ways. Told in countless stories. Sung in a thousand laments. Dwarves dig too greedily, and too deep. Today I would like to tell two stories. The first is the story of what happened to the mining outpost of Badur’tor, when they accidentally uncovered a long forgotten Creed of Illithid, and the second is the story of how it was reclaimed… or maybe, how it was not…

> - Target Party and Level: 4 level 7 players > - Expected Playtime Playtime: 4-5 Hours > - Tone: Mysterious and Dangerous

## TABLE OF CONTENTS

- #### [SETUP INFORMATION](#p3)

- #### [ACT 1: The Fall of Badur’Tor](#p3) - #### [ACT 2: Silence](#p5) - #### [ACT 3: Off to Badur’Tor](#p5) - #### [ACT 4: Infected Outpost](#p6) - #### [ACT 5: How do the Illithid Respond](#p9) - #### [CONCLUSION](#p10)

- #### [APPENDICES](#p11) - [NOTES ON PLAYING AN A.O.G. ADVENTURE](#p11) - [EXPANDED LORE](#p11) - [IMPORTANT LOCATIONS](#p12) - [IMPORTANT NPCs](#p12) - [MAPS](#p14) - [STAT BLOCKS](#p24)

``` ``` ## PROGRESSION OVERVIEW The First part of the Story, should you choose to do it, is the tale of the day the miners break through into a hidden chamber. This is play through of a historical event, and so it can only end one way, with the demise of the players. When talking to your players about this adventure let them know that, in addition to their regular game and characters, they will play a “Historical Event” and will need a level three character for that. They do not need to spend a lot of time on this character. The first part of the adventure should take about an hour. The second part is where their regular characters come into play. They will be tasked with heading to Badur’Tor and discovering why the community has gone silent. They will have two secondary objectives. Collect or recover this quarter’s Tax Money and get a report from the Overseer or find her ledger. Once they get there they will have to contend with the Illithid and their minions.

## PLAYING AN A.O.G. ADVENTURE If you’ve never played an AOG adventure, I thought it wise to give you some notes on how I write them. Cuz I do some stuff non traditional like. I’ll put those notes down in the Appendices.

## CREDITS AND ACKNOWLEDGEMENTS - Wizards of the Coast and D&D for the amazing job they do providing RPG Content for us to use! - Original Story Written by Amplus Ordo Games - All Maps and Handouts were done by Amplus Ordo Games using Inkarnate - PDF Formatting done using The Homebrewery \page

### SETUP INFORMATION #### SETTING **The Dwarf Kingdom of Kar-Yiros:** Kar-Yiros was at one time the largest settlement on the continent. However, recent global catastrophes have decimated the population and made the majority of the lower halls uninhabitable by civilized folks. This problem and the unique geographical ligation of Kar-Yiros have put the locals in a strange position for Dwarves. Unable to safely return to the depths of the earth, their kingdom has instead cast their eyes to the depths of the seas. With large harbors on either side of the Mountain they call home they have thrown themselves into seafaring, and they have done so quite well. *There is a more thorough summary of their land in the appendices. *

**About Mind Flayers (Illithid) And Their Minions:** There is a LOT going on with Mind Flayers, *I’ve written up a solid post about them in the appendices, as well as pasted some info direct from the Monster Manual.*

#### HOOKS - **Main:** Investigate the Mystery. Overseers hire the players to go investigate. - **Backup:** Rescue the missing. One of the players has family that lives out that way. - **Backup Backup:** Treasure Hunting. They’ve heard the rumor that the town found an extremely precious metal and also is now abandoned. #### IMPORTANT LOCATIONS More detailed descriptions and maps, if there are any, can be found in the *Appendices*.

- **Kar-Yiros:** The Capital City of the Dwarves - **Min Darim:** Outpost halfway to Badur’Tor - **Badur’Tor:** The Furthest outpost from Kar-Yiros

#### IMPORTANT NPCs I will give a little better description and provide necessary Stat Blocks of these NPCs in the *Appendices*.

- **Lots commoners in the first Act that will die** You’ll find some of them in their Locations - **Overseer Umdund Gold-Hand:** The Kar-Yiros Overseer that assigns the quest - **Captain Gigrohr Red-Grip:** Leader of the Soldiers sent to investigate. - **Khaloth Stout-Heart:** Cleric in the group sent to Investigate - **Dwarven Soldiers:** Guhgyn Twin-Horn, Bruva First-Axe, Ynla Steel-Fist, Elor Broad-Stone - **Overseer Gigourm Red-Grip:** The Overseer of Min Darim, his son, Gigrohr, is the Captain of the Dispatched Soldiers - **Qesalall:** The lithid in charge of the “Creed” that has taken over Badur’Tor

``` ``` ## GAME START ### OPENING CUT-SCENE "The screaming faded about an hour ago. It had been so loud. Did it stop because it was safe? Or did it stop because no one is left to scream? She wiped the tears from her eyes and gathered her courage. Slipping from her hiding place she came face to face with her worst fears. One final and brief scream echoed through the halls."

## ACT 1: The Fall of Badur’Tor ### EVENT 1: Morning This event is the first part of the adventure and seperate from the player’s actual characters. They will play some of the Dwarves from the city and witness Badur’Tor’s final day. They can make their own characters if they like, or I have included some they can be in the Appendices. For the DM it may be much easier to assign characters, or at least roles, so you can help move them quickly in this narrative.

**DESCRIPTION:** “The city is bustling. Dwarves wake and immediately grab their tools and head to the mine. While others head to the bunkhouse to collapse for a handful of hours of blessed sleep. Carts full of mined ore are rushed toward processing and processed ore is rushed off to the smelters. The city isn’t set up for working Adamantine, but they can reduce the impurities, and ship cleaner ore. The Guards and Overseer surround several large crates containing the processed ore, it looks like they’re going to be ready to move out sometime today.”

**CHARACTER INTROS:** Let the players introduce their *new* characters. They will all be going about their morning business. IF they are the type that like exploring things, give them a minute to look around the town. Place each of them somewhere near the mine doing something related to the work. This is an all hands on deck event for the settlement so none of them really get to sit out. Ideal Setup: 2 Miners, 1 Guard, 1 Cleric or 1 Arcane Caster

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### LOCATION’S OF BADUR’TOR The Settlement is built into a round chamber with a high ceiling. It wasn’t originally this large. Runs of copper were found here and most of the cavern was carved out to support the mining operation. In the center of the settlement is a good sized keep, half fort half town hall. It is built in the typical style of Kar-Yiros and are common to outposts like this one. The rest of the buildings are built into the quarried out areas of old Mine Tunnels. There is a narrow road out of the area to the North. This leads into more open and dangerous caverns and eventually the Underdark. There is a series of heavy steel gates blocking this passage off. To the South is the road to Kar-Yiros. It is a four day trip through a network of twisting tunnels and past several other outposts before reaching Kar-Yiros.

##### 1) The South Passage A wide and long road leading south. Anyone entering the settlement from this direction will immediately notice the Keep.

There is a notice board on the Wall of the Keep here A warning notice about a Giant in the hunting canyons A request for more supply drivers heading to Kar-Yiros A Edict that all citizens must abandon the Northern tunnels due to vermin infestations. A Notice that the Adamantine veins are petering out. Survey teams need to be organized to explore new areas.

##### 02) Miners’ Rest A bunkhouse for local miners who don’t own a home in town.

##### 03) Turlen’s Mercantile General good store. Not much in the way of Adventurer’s needs, but things like rations and basic household gear can be bought here. Owned and operated by Turlen and Eme Boulderhorn

##### 04) The Mithril Tankard The local Tavern. Usually it is packed by locals, but right now with how much the locals are working the place is less than half full. Owned and operated by Bermag and Twyla Brightstone

##### 05) Fendan’s Supplies This is a miner and explorer’s supply shop. This store carries most any gear that workers and adventurer’s need. Owned and operated by Fendan and Raymia Thundertale

##### 06) Borneth Iron-Tale’s Smithy The local Smithy. Sells basic weapons, armor, and tools. Owned by Borneth Irontale, and his children.

##### 07) The North Passage There is a heavy iron gate over the entrance of this more narrow passage. And beyond it are three more. There is an intricate locking mechanism for the gates off to the left side of the entrance.

``` ``` ##### 08) Brok Fordur Depository The local bank and treasury. It has currently been converted into a sorting center for other valuable minerals and gemstones pulled out during excavation. Obviously the doors to the Vault and Secret Vault are locked with Very Hard to Nearly Impossible skill checks.

**DISCOVERY: The Secret Chamber**

- The chests are filled with Gold Bars. - 70 Gold Bars (50gp each)

##### 09) Brok Fordur Keep This large and well built keep is fairly standard looking “Town Hall” style fortress for the Kingdom of Kar-Yiros. It has two wings and a lower level. The Overseer holds local court here and a garrison of guards is kept below.

- 9a) Great Hall - 9b) Throne Room - 9c) Overseer’s Quarters

##### 10) Brok Fordur Keep, Lower Level - 10a) Stairwell, The two statues are Stone Golems. If they vault is breached they will animate and attack whoever breaches it. - 10b) Guards Quarters, the keep guards sleep here. - 10c) Library and Document Office. Lots of Administrative information, but some more typical Library holdings. - 10d) Vault, there is about 2k in various coins and goods in here.

##### 11) The Mines What started out as a copper and Iron mine took a sharp turn a few weeks back when they discovered Adamantine. Since then the Dwarves have been furiously and recklessly attempting to get all the ore out before word gets out. Railways have been built in the larger sections, although some of the smaller ones are still being worked. There are tunnels behind some buildings that were closed off and built over once the mineral veins ran dry.

##### 12) The Pod Chamber There is a Creed (Small Faction) of Mind Flayers s that have put themselves into suspended animation here. The chamber is powered by a small “brain” device that the Mind Flayers s installed a Century ago. Once the room is discovered the Mind Flayers s will awaken. They will begin dominating the Dwarves closest to the chamber. Once they’ve hit their domination limit they will send out several Intellect Devourers and begin their conquering of the settlement.

##### 13) Common Dwelling (Lower Level Map) All the homes on the lower lever are common Dwarven Dwellings. There isn’t anything overly special happening here.

##### 14) Well Off Dwelling (Upper Level Map) All the homes on the upper lever are well off Dwarven Dwellings. There isn’t anything overly special happening here.

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### EVENT 2: They’ve Found Something!

A bell will start ringing at the entrance from the mines and a few miners will come running out exclaiming they’ve found something. They will be yammering something about how the wall ahead of them collapsed and exposed some strange glowing and pulsing vines. The Overseer will grab a few Guards and call a Mage over to her. She will lead this small group back to investigate Location 11. They player may want to follow behind, but the overseer will instruct them to stay with the Ore. They can still disobey, but likely will not. The overseer and group will be dominated by the Mind Flayers as they get back into the tunnels.

When they come out they will order a few other Dwarves to go back into the tunnel and fill the cart with the “treasure” that they just found. More Fodder for dominating. Soon after that, the Mind Flayers will launch their attack.

**ENCOUNTER: Illithid Attack**

Plan this attack very tactically. Illithids are not stupid by any stretch of the imagination. They will have already pulled information from the Dwarves about the settlement and made plans to capture and contain them. I suggest moving some of the dominated Dwarves to the Southern entrance to keep people from fleeing that way before launching the attack. Once the fighting starts the battle will play out in waves. Try not to kill the players right off the bat… but they will die, so make it grand! - Wave 1: Intellect Devourers burst from the tunnels - Wave 2: The Captured Dwarves turn against the others - Wave 3: The Illithids will emerge and start wrecking shop

## ACT 2: Silence Time to get to our regular players. This entire act will be the quest hook and supplying part of the adventure. Kar-Yiros know very little about what has happened to their outpost. Only that something has happened. They are just now deciding to deal with the issue. Two weeks have passed since act one concluded. So let’s look at a timeline of events. > ##### Timeline - Attack Day - The Dwarves unearth the Mindflayer Chamber - Attack Day - A *Message Spell* arrives from Badur’Tor’s Wizard. “We found something unusual, perhaps extraordinary. Report on findings soon.” - Attack Day - The Mindflayers awaken and decimate the town. - Day 8 - The scheduled supply run and tax delivery from Badur’Tor does not arrive. - Day 9 - Attempts to magically contact or scry on Badur’Tor fail - Day 9 - Kar-Yiros contacts the nearest outpost, Min Darim, and has them send scouts - Day 12 - The scouts have not returned - Day 13 - Kar-Yiros begins organizing a more skilled team to send - Day 14 - Rescue Quest Starts

One full week since Kar-Yiro expected a delivery from Badur’Tor. Two weeks since the attack. No one has heard from them since Badur’Tor, save for the one cryptic message sent by their Wizard. Attempts to contact or scry on the area have been unsuccessful. This is particularly disconcerting to local officials as this quarter’s taxes were supposed to arrive with their delivery. Being as far out as it is, folk don’t normally travel to and fro unless they are there from the settlement and head to the larger settlements for supplies, so no traditional information has come that way. Therefore the Overseers want to send the players and a detachment of soldiers out there to investigate. Main objective: Discover what happened to the outpost, and look for survivors if there was some sort of calamity. Secondary Objective: Collect or recover this quarter’s Tax Money Secondary Objective: Get a report from the Overseer or find her ledger.

NOTE: Because of the first act they do know what they will be facing, and that is 100% intentional. A group of mindflayers may be the deadliest encounters in the mid-level tier of the game. A little meta-gaming here should be passable. The soldiers are really there as cannon fodder, but a few bad rolls for saving throws and a TPK is really possible with Mindflayers. ## ACT 3: Off to Badur’Tor This act is divided into Four events. The first two day leg of travel. In which there should be some non-violent random encounter. After which they arrive at Min Darim, an outpost not unlike Dadur’Tor, but a little bigger. Last chance to Resupply. They will also get some more information here, but not much. After that it is another two days to Badur’Tor. Along that way there is another random encounter. One of these could be dangerous. Just before they hit Badur’Tor they will be ambushed by Two Mindflayers and some Intellect Devourers. They “shouldn’t” have any casualties here, but you never know, dice often tell a different story.

### EVENT 3: Random Event 1 (d6) These events should be non-violent and tip on the funny side. They are intended to ease the players from the tension. Do one event for each day of travel to Min Darim. | 1d6 | / Event | |:----:|:-------------| | 1 | Prospectors, crazy old Dwarves looking to strike it rich. | | 2 | Merchant, someone on the road selling Trinkets, maybe has some magic item they don’t know about. | | 3 | Flumphs, a herd of wild Flumph appears! What a strange sight. | | 4 | Circle of the Land Druid (Underdark), Is weird and collects small vermin and insects. He may however be able to tell them that the land to the North is sick and angry. | | 5 | Bounty Hunter Tracking a Criminal, Durn Long-Arm is looking for an escaped convict. One Hallis Silver-Stein. Hallis is wanted for virtue robbery and theft. He has a poster.| | 6 | Bat Swarm (Maybe minor combat?) A swarm of bats rushes out of nearby tunnels, maybe being chased by some predator like a cloaker?| \page

### EVENT 4: Min Darim / Halfway Point This small town has basicas in the way of offerings. Supplies, an Inn, and some Governmental structure. Here they will meet Gigourm Red-Grip, Overseer of Min Darim and Gigrohr’s father. This could set up some NPC side drama that could help the PCs become more attached to their soldiers. Which ultimately will create more interesting choices and drama down the road as they die… or not… Gigourm will fill the players in on their scouts. They sent two capable hunters, who know the area well, out to get answers, they did not return. These were stealthy people who could handle themselves against the dangers in the area. He will also tell them that the road North has grown dangerous again and it is very possible they run into something foul. He thinks the growing threat of the wilderness is what has caused the problem. Even though he is leaning more toward a “natural” issue, he does not undersell things, whatever is going on is likely very dangerous. ### EVENT 5: Random Event 2 (D10) These are intended to be tension building events. Do one event for each day of travel to Badur’Tor. | 1d10 | / Event | |:----:|:-------------| | 1 | Cave Fisher Ambush, the creature will attack the last person in marching order. | | 2-3 | They find a dead Formorian. Its has several holes in its head. (THis is the dead mate to the one the Illithid’s have captured and transformed. | | 3-4 | A mysterious prophet appears. She warns them of danger ahead and will bless them if they give her an offering. If they attack her she will use magic to flee. If they pay her she will cast protection from Good and Evil (Aberrations) on one of them. | | 5-6 | The group is attacked by Umber Hulks (3 or 4) | | 1d10 | Continued | |:----:|:-------------| | 7-8 | A natural land bridge over a canyon has collapsed. They can rig something up or travel around, but this adds a day to the trip. | | 9 | The criminal, Hallis Silver-Stein, the man the Bounty Hunter from earlier is looking for, attempts to negotiate protection and passage from the group. He swears he is innocent. He is a 3rd level Rogue. | | 3-4 | A mysterious prophet appears. She warns them of danger ahead and will bless them if they give her an offering. If they attack her she will use magic to flee. If they pay her she will cast protection from Good and Evil (Aberrations) on one of them. | | 10 | They spot a Flail Snail.How Fun! Except maybe its been infected by the Illithid and each head of the flail is now like its own Mind Flayer… oh man that is terrifying, I’m doing it! |

### EVENT 6: Mindflayer Ambush On their last night of camping or just before they hit town they will be attacked by Mindflayers. ENCOUNTER: Two Mindflayers and Four Intellect Devourers. ``` ``` ## ACT 4: Infected Outpost Depending on how the players approach this, there will be a lot of overlap between Act 4 and Act 5. When they get to the outskirts of the city. The two missing scouts will find them. Bingann Even-Fist and Sally Vast-Mantle, unfortunately they are being dominated by Intellect Devourers and will attempt to lead them into a trap. If the players follow the scouts. They will end up coming out of a tunnel into theInn near the thrall chambers, where they will be converged upon by Thralls. This is a “trap” but it eliminates the Thralls from the fight later, so it is actually their best option.

Once they can see the settlement proper it becomes clear that the Mind Flayers have begun to fully integrate Ilithid culture into the outpost. If the Thralls are still alive they may be shuffling around. There will be strange vine-tentacle growths in many places, that seems to be transforming the structures into something more acceptable to the Illithids. The tentacle-vines have been grown over the doors of buildings and in the chimney’s limiting their ability to move without dealing with them. The vines are linked to the brain that the Illithids are growing. It will not be able to tell the Mind Flayers that they are being attacked, but the brain will certainly respond. So if you are playing in an environment that the Mind Flayers do not know the players are there yet, this will be a tip off to the Illithids that there is a problem.

> ##### NOTE ON TENTACLE-VINES The vines are always a potential combatant. Anytime a player gets near the Vines they respond. The response from the vines depends on the state of things the Vines consider allies. Out of combat they send messages of creatures passing along to their masters. But in combat they become an active participant. Those near them can be attacked.

> ##### NOTE ON LOCATIONS I have reposted the Locations here, with updates to many places now that the Mindflayers have taken over. I have included a lot of optional encounters with Illithid transformed creatures. These are not mandatory and do little to move the story forward. Treat them more like possible random encounters. To be used if necessary.

> ##### NOTE ON ENCOUNTERS There is a lot of encounter variation in this adventure depending on a lot of factors.

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##### 01) The South Passage A wide and long road leading south. Anyone entering the settlement from this direction will immediately notice the Keep. The tentacle-vines will be clearly seen here on the side of the buildings. - There is a notice board on the Wall of the Keep here - A warning notice about a Giant in the hunting canyons - A request for more supply drivers heading to Kar-Yiros - A local edict that all citizens must abandon the Northern homesteads until further notice. - A Notice that the Adamantine veins are petering out. Survey teams need to be organized to explore new areas nearby.

**(Phase 2)**

There is an Illithid transformed Formorian wandering the area here. They may have found its mate’s body on their trip to the settlement. If it spots them it will certainly raise the alarm.

**ENCOUNTER: Formorithid** ##### 02) Miners’ Rest A bunkhouse for local miners who don’t own a home in town.

**(Phase 2)**

Upstairs they will find a constructed barricade where the Dwarves held out for a bit before being overrun.

##### 03) Turlen’s Mercantile General good store. Not much in the way of Adventurer’s needs, but things like rations and basic household gear can be bought here. Owned and operated by Turlen and Eme Boulderhorn.

**(Phase 2)**

**REWARDS:** There are lots of basic living supplies in this store that they could grab. Actual treasure has already been taken by the Mind Flayers. ``` ``` ##### 04) The Mithril Tankard The local Tavern. Usually it is packed by locals, but right now with how much the locals are working the place is less than half full. Owned and operated by Bermag and Twyla Brightstone.

**(Phase 2)**

If the players have been led into the city by the scouts they will emerge here. They door will be unblocked by tentacle-vines. Once they pass through the vines will grow over the door and the Thralls will come up the stairs from below.

**ENCOUNTER: Thrall Ambush**

**REWARDS:** There is some booze and simple foods in the tavern that they could grab. Actual treasure has already been taken by the Mind Flayers. ##### 05) Fendan’s Supplies This is a miner and explorer’s supply shop. This store carries most any gear that workers and adventurer’s need. Owned and operated by Fendan and Raymia Thundertale.

**(Phase 2)**

**REWARDS:** There are lots of basic adventuring and work supplies in this store that they could grab. Actual treasure has already been taken by the Mind Flayers. ##### 06) Borneth Iron-Tale’s Smithy The local Smithy. Sells basic weapons, armor, and tools. Owned by Borneth Irontale, and his children.

**(Phase 2)**

**REWARDS:** The smithy has been cleared out except for simple raw materials. Actual treasure has already been taken by the Mind Flayers. ##### 07) The North Passage There is a heavy iron gate over the entrance of this more narrow passage. And beyond it are three more. There is an intricate locking mechanism for the gates off to the left side of the entrance. ##### 08) Brok Fordur Depository The local bank and treasury. It has currently been converted into a sorting center for other valuable minerals and gemstones pulled out during excavation. Obviously the doors to the Vault and Secret Vault are locked with Very Hard to Nearly Impossible skill checks. If they have *Time* or magical skills, they could bypass it or force it open.

**(Phase 2)**

This place has been cleaned out. Actual treasure has already been taken by the Mind Flayers. They have not discovered the secret room. Those that knew about it were killed before their minds could be absorbed,

**DISCOVERY: The Secret Chamber**

- The chests are filled with Gold Bars. - 70 Gold Bars (50gp each)

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##### 09) Brok Fordur Keep, Main Level This large and well built keep is fairly standard looking “Town Hall” style fortress for the Kingdom of Kar-Yiros. It has two wings and a lower level. The Overseer holds local court here and a garrison of guards is kept below.

**(Phase 2)**

The keep has been extensively infected by the tentacle vines. The entire lower level has been overtaken, and the main level is a little more than half covered.

- **9a) Great Hall:** The hall is almost completely transformed by tentacle-vines - **9b) Throne Room:** Qesalall, and three other Mind Flayers will be in this room. They will attempt to “lure” the players toward their side in an attempt to get them close enough for them to Mind-Blast or Dominate Creature attacks.

**ENCOUNTER POSSIBILITY 1:** Qesalall, 3 Mind Flayers, 2 Intellect Devourers

**ENCOUNTER POSSIBILITY 2:** Qesalall, Mind Flayer, 4 Thralls, 2 Intellect Devourers - **9c) Overseer’s Quarters:** These have been cleared out except for the furniture.

##### 10) Brok Fordur Keep, Lower Level The the actual Boss Fight happens here in the Vault, the Brain there is not yet fully formed, but it is far from defenseless. Any living Mind Flayers will rush here to help defend the Brain. Once the Brain dies the Tentacle-Vines will go still.

- **10a) Stairwell:** The two statues are Stone Golems. When The Mind Flayers breached the Vault they animated to attack them. However they were restrained by the tentacle-vines. If they are freed they will immediately head toward the Mind Flayers and begin attacking. If the Mind Flayers are dead they will start destroying anything Illithid related. - **10b)** Restoration Chamber: The Main group of MMind Flayers rest in these pods. - **10c)** Library and Document Office: Lots of Administrative information, but some more typical Library holdings. The Overseers Journal will be here. - **10d)** Brain Pool: The Mind Flayers have begun forming an Elder Brain here. It is not yet self aware, but will be soon. There will always be two Mind Flayers here tending the Brain. They will not leave it under any circumstances.

**ENCOUNTER: 2 Mind Flayers, and the Brain**

**REWARD:** The treasure they have captured is being hidden in the walls by the vine-tentacles. There is about 5k in various coins and goods in here. (Some of that is the missing Taxes) You should also add a few magic items appropriate to your party.

``` ``` ##### 11) The Mines What started out as a copper and Iron mine took a sharp turn a few weeks back when they discovered Adamantine. Since then the Dwarves have been furiously and recklessly attempting to get all the ore out before word gets out. Railways have been built in the larger sections, although some of the smaller ones are still being worked. There are tunnels behind some buildings that were closed off and built over once the mineral veins ran dry.

**(Phase 2)**

The mines are now overrun with tentacle-vines. This is also where the more monstrous creatures are kept. There will be several Intellect Devours living here as well as some transformed Grell. Trespassing into the mines will draw the creatures attention.

**ENCOUNTER: 4 Intellect Devourers and 2 Grell-ithids** \page

##### 12) The Pod Chamber There is a Creed (Small Faction) of Mind Flayers that have put themselves into suspended animation here. The chamber is powered by a small “brain” device that the Mind Flayers installed a Century ago. Once the room is discovered the Mind Flayers will awaken. They will begin dominating the Dwarves closest to the chamber. Once they’ve hit their domination limit they will send out several Intellect Devourers and begin their conquering of the settlement.

**(Phase 2)**

The pods here will have been converted into transformation tubes for converting humanoids into Mind Flayers. There are eight Dwarves here. Maybe some of their characters! These folks cannot be saved without massive magics like *True Resurrection* or *Wish*. If they are freed they will later transform into Mind Flayers and are likely attack whoever is nearby. But they may flee if they feel trapped.

##### 13) Common Dwelling This is a common Dwarven Dwelling. There isn’t anything overly special happening here.

**REWARDS:** There is not much here that they could grab. Actual treasure has already been taken by the Mind Flayers.

##### 14) Well Off Dwelling This is a more well off Dwarven Dwelling. There isn’t anything overly special happening here.

**REWARDS:** There is not much here that they could grab. Actual treasure has already been taken by the Mind Flayers.

##### 15) Thrall Chambers Those that have been completely enthralled sleep here when they need to rest. There are eighteen Thralls in total. If the Thralls were not killed in the ambush encounter, there will always be six here sleeping. Every eight hours another six come into the room, and the ones here wake and go about their masters business.

**ENCOUNTER POSSIBILITY: Six Thralls**

##### 16) Creature Transformation Pods This former residence has been transformed into Mind Flayer laboratory where they experiment on other creatures, transforming them into Illithid-Hybrids. Currently there is a Carrion Crawler in the pool and Grell in the Pods. These creatures are in the forming stage and do not yet have any Mind Flayer Powers. If they players attack them we will use their base stats from the MM. This would be a fun place to play the creatures off as “dead” until someone is actually really close to them. Without a Mind Flayer there to calm the beast they will be violent enough to break the glass.

**ENCOUNTER: Carrion Crawler and 6 Grell**

``` ``` ## ACT 5: How do the Illithid Respond More of a guide here than an Act, as this part of the adventure will be more about a few “How does this Play Out?” thoughts than an actual Act. There are really two types of scenarios that might come to pass, and then some branches inside of that split. The Mind Flayers either know the players are here or they do not. I am going mostly to focus on what things they may be doing in those two scenarios.

Thralls: If the Mind Flayers are unaware the Thralls will be roaming the city going about their business. If they are aware then either the Thralls are pretending to not know, or will be used in the Scout Ambush Encounter.

Mine Creatures: No matter the awareness of the Mind Flayers, these creatures will swarm the players the moment they are aggravated.

The Formorian: No matter the state of Awareness, it will seem unaware. However it can be added to any encounter, which could make the Scout Ambush truly scary as this giant thing comes running in.

The Mind Flayers: There are Eight of them. Two should have already been dealt with on the way here. Two are guarding the Brain. That leaves Qesalall and three other Mind Flayers in the Throne Room.

If the Mind Flayers are aware of them (Which is by far the harder scenario here), then they will have been attempting to capture the players in order to eat their brains. However, once they have successfully fought off the Thralls and the Formorian, and maybe the Mine Creatures, the Mind Flayers will begin to consider other options. They still believe they could win the fight, but the cost might be higher than they are willing to pay. Therefore I suggest luring them into the throne room with Qesalall and have the others be hidden in the tentacle-vines. You may even want to have had them save a few Thralls, or have summoned some other creatures, to help in this.

If they are unaware then the remaining four should be spread out in the Area. I would put Qesalall and one other in the Throne Room, one in the Creature Transformation Pools or near the Mines, and the last one in the Library. In these instances they should never be alone. If you feel this is a little light, feel free to add a few more. They should always have Thralls or creatures nearby.

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## CLOSING ### FINAL EVENT: The Final Silence Once the Brain is dead the Tentacle-Vines will go still. They are still alive, but no longer have the ability to sense interact with their environment in any special way. Until they are dealt with they will continue to grow and transform the surroundings.The players can search out the city at their leisure and sooner or later will discover the journal and tax money. If you want to give them a bright spot then perhaps a few citizens made it away south during the attack, and have now returned to see what happened. WHether or not you do that, once the quest items are found, that should prompt the return trip. Which if you want you can roll some more encounters for them. Otherwise just head them home. There should be a stop back at Min Darim, especially if they have some bad new for Overseer Red-Grip. Once they return to Kar-Yiros they will be paid for their work, as the Dwarves try not to panic about encountering Illithids and what that portends for their future.

## Thanks for playing an AOG Adventure. If you enjoyed it, please leave me some comments on wherever you found this adventure. You can support more content like this by subscribing to our Patreon. [AMPLUS ORDO GAMES](https://www.patreon.com/amplusordogames) \page

## APPENDICES ### AOG ADVENTURES #### Homebrewed World First off, almost all my adventures are set in my Homebrew World of Taalist, particularly the Continent of Krenshad. Which the majority of has a very Gothic Art and Renaissance Period cultural feel to it. With some Greek and Middle Eastern Cultre from the same time period thrown in there for flavor. That said… Almost all of my Adventures can be easily ported into your location of choice. If you would like to play in Taalist my Campaign Guide (All 150+ Pages of it) can be accessed on our Discord for Patreon Members. #### The Lay Out I divide my adventures into “Acts”. An Act doesn’t necessarily reflect an amount of time, but more of an important series of events or locations. Some Acts may take 5 minutes, some 5 hours. Why? I dunno, ask the players who over complicate simple matters and simplify the overly complex. #### Skill Check DCs I don’t spend a lot of time defining DCs as I play with a bit wider scale of success and failures. What does that mean? So for reference the DC scale in 5E looks like this.... Very Easy DC5, Easy DC10, Medium DC 15, Hard DC 20, Very Hard DC 25, Nearly Impossible DC 30. When I list a DC I will tell you it is Hard. But Hard for one party may be easy for another so I leave the actual number value up to you. I also play with a “Success but with Consequences” mentality so if they get close they still accomplish their goal but there is a “but” to that success. An Example? Hard Stealth DC is 20, they roll an 18, I tell them “You sneak past the guard you see but the guard you didn’t see heard something and is headed your way.” I think it adds more to the story that way. #### Search Checks I often reference Search Checks. What is a Search Check? When the players want to “search” something or for something I let them use either Investigation or Perception. I know that isn’t RAW but it just makes things so much easier. I got real tired of explaining to players who have been playing with me for years the difference between the two… just let them look for stuff! #### Opening Cutscene I like to start my games with an Opening Cutscene which is read before anything else happens. These are usually really vague bits of information that give a glimpse into something that will maybe happen later, happened before the adventure, or is story adjacent to it. I have found these to be great tools to set the mood and create a little mystery. #### Setting, Background Info, and Hooks These portions can be used as you see fit. Each one is a little different, so it is hard for me to say how best to use them. Some will play better if you can get them into the hands of the players before the game. Others may have better influence when read just after the Cutscene. Some are really only relevant to moments in the story. But as in all things you do what is best for your game! That is always the way to go. #### Skill Challenges I use the idea of Skill Challenges a lot. What is that? It is an event in the game that isn’t quite an encounter and it isn’t a simple skill check. It is a problem they solve with their whole skill set. Typically they must get three successes before three failures in order to succeed in a skill check. The thing about a Skill challenge is they’re are vague on purpose to allow players to be creative in solving a problem. An example may help here. DM says “Your Boat is taking on water. What would you like to do?” Player 1 responds with “I use my carpentry tools to fix the hole” and they make a Tool Check. But they roll a 2 so they fail. Too much water. Player 2 says “ wants to row harder with the crew to get us toward shore faster” They make an Athletics Check and roll an 18. So that is a success. Player 3 “I use Destroy Water to get water out” OK, well it only destroys 10 gallons so it isn’t super helpful, but the momentary reprieve allows a little drywork to happen and allow player 1 to reroll. Stuff like this. ### EXPANDED LORE #### Mind Flayers (Illithids) These creatures are some of the most terrifying things in the D&D universe. They are a bit of a glass cannon, but even two of them in tandem can wipe out a solid party. There is a lot to know about how these creatures operate mechanically. So I recommend a little homework on them or they’ll just end up as trash mobs that aren’t nearly terrifying enough. Be certain to understand the mind dominating and consuming effects these creatures are capable of and prefer to use tactically. Also! Be certain to be a kind DM and don’t obliterate your players unnecessarily. But push them to the edge. The NPCs in the game are an expendable resource and will have some options of their own to fix an “OH *&^%$!” moment.

*From the D&D Monster Manual entry:* Mind flayers, also called illithids, are the scourge of sentient creatures across countless worlds. Psionic tyrants, slavers, and interdimensional voyagers, they are insidious masterminds that harvest entire races for their own twisted ends. Four tentacles snake from their octopus-like heads, flexing in hungry anticipation when sentient creatures come near. In eons past, illithids controlled empires that spanned many worlds. They subjugated and consequently warped whole races of humanoid slaves, including the githyanki and githzerai, the grimlocks, and the kuo-toa. Conjoined by a collective consciousness, the illithids hatch plots as far-reaching and evil as their fathomless minds can conceive. #### The Cavernous Frontier The world under the Ice Crown Mountains contains a vast network of caverns that the Dwarves have claimed with varying success at different times throughout their history. It isn’t deep enough to be considered the Underdark, does share a lot of ecological similarities. It is often referred to by locals as the Frontier. It has a wide variety of fungus that take on characteristics more like plants from the surface than typical molds or mushrooms. Many of them are bioluminescencnt and emit a soft glow that keeps the Frontier in a perpetual state of dim light. \page

### IMPORTANT LOCATIONS #### Kar-Yiros: The Capital City of the Dwarves Nestled under the Ice Crown Mountains North of the Elinosian Empire is Kar-Yiros, the oldest settlement on Taalist. In fact some of deep halls date back to the Shadow Years before the Dwarves pushed their way back to the surface. A century ago, before the War of the Firstborn, Yiros was a thriving part of the Kren Empire. Their settlements followed the Goldstone river out of the mountain and down the valley to the forests of the south. Unfortunately, Yiros had become a location of strife, and inadvertently gained their independence after the War of the Firstborn. They never intended to leave the Empire, and many continued to live as though part of it, Until the calamities brought on by The War of The Pentad. Their attitudes quickly changed when the earthquakes and flood waters came. Their land was ripped apart along the Goldstone, and the continent would never be the same. Thousands of Dwarves and Humans were washed into the Frost Waters that day, or buried under the crumbling halls of the citys. When no one came to help Yiros, the Dwarves readopted the ancient phrase “Kar” in front of their settlements. It means “For the Dwarves”. Some other races do live there, but over all they simply closed the gates and retreated into the mountains, and Yiros became almost exclusively for the Dwarves. The Dwarves struggled in their self imposed underground exile. The Plague of Worms worked its way into their tunnels, likely through the goblins that dwell in the more wild sections of the Undermountain, as they are prone to raiding the surface and making war against the Dwarves, but none know for sure. Many blamed the Gnomes that live here, which was no surprise as Gnomes are often made the scapegoats for Dwarven woes. The Weave Drought was worse. They could contain the plague, but when they lost control of the elementals fueling the magical forges it nearly spelled doom for the society. They headed back to the surface for relief and wood for their fires, and they were forced to abandon their deeper tunnels, which remain lost to this day, at least by the Dwarves. They know better than to believe that goblins and far more dangerous creatures have sat idly by while there were ruins to claim. But Dwarves are among the most resilient races of mortals and refuse to be subdued. Instead they conquer their environments. Thus they turned their eyes to the sea. They had long kept a port in the bay to the West for trading purposes, but now with the sea on both sides of their homeland they became determined to master it. They logged out a large portion of the Goldwood which enraged the elves living there and ignited old hatreds. But the Elves were few in number and could not push back the advance of the Dwarves, only slow it. Eventually the Dwarves had their fleets and the loggin evened out. Still, there is tension to this day. The combat rekindled the warrior spirit that lives in Dwarf Kind and those that did not desire to conquer the waves turned their eyes below toward the depths of the mountain. Since then the Dwarves have taken to the seas and the stone. Both above and below they have become fierce raiders and warriors. Kar-Yiros is governed by a Council of Magisters gathered from the leadership of the twelve most influential Clans. It has always been this way and it will always be so. The Current ruling clans, listed in order of strength and influence, are the Stone-Axe, Gravel-Boot, Iron-Fist, Blue-Stones, Black-Forge, Steel-Grit, Deep-Walker, Copper-Beard, Rock-Heart, Ale-House, Gold-Hand, Marble-Back. Among the Magisters the three most influential Clans hold most of the power. Most Dwarves care not for politics, but for those that do, there is no greater battlefield. #### Min Darim: Outpost halfway to Badur’Tor This is a small town out in the Cavernous Frontier. The area between it and Kar-Yiros is relatively safe. The town is mostly a farming community that specialize in Mushrooms, Dark Wheat, and Cave Swine. They do not have much in the way of amenities but there is Berglis Mercantile and The Min Darim Inn for travelers. Like Badur’Tor there is a central keep and it does have its own regiment of guards. #### Badur’Tor: The Furthest outpost from Kar-Yiros A lonely Cavernous Frontier town on the edge of Kar-Yiro’s reach. Badur’Tor makes most of its income from mining Iron and a little copper. Not much wealth or glory in that. So the town is a little rougher than most, and tends to attract cast-outs and disreputables. Even still, those that have worked hard managed to find a reliable way to squeeze out a living. ### IMPORTANT NPCs ##### Commoners you’ll find some of them in their Locations. These folk, aren’t overly important unless you want to build in some more tragedy to the frist act. If you need names there are plenty of Random Generators online for Fantasy Names. ##### Overseer Umdund Gold-Hand Gold-Hand is an Overseer in Kar-Yiros. Overseers are kind of like a Mayor, but with a little more umph. Gold-Hand has fallen out of favor with his uncle, Karim Gold-Hand, who sits on the Ruling Council of the Dwarves. He can’t politically afford another incident. If Badur’Tor doesn’t pay their taxes Umdund could very likely find himself out of a position. This makes he a lot more pliable to the Players demands. He won’t give them more soldiers, but he will give them more money, especially if it keeps them quiet. ##### Captain Gigrohr Red-Grip Hot tempered and stubborn, even for a Dwarf. Gigrohr has been a soldier for the better part of a century. He is good at what he does but has not love of bureaucracy. He just wants to get things done. And so, he has a nasty habit of letting his superiors know that he doesn’t think they’re all that superior. This has kept him relegated out to only be a platoon captain. He thinks missions like the one you’re being sent on are a general waste of time. He would much rather be reclaiming lost territory in the lower halls. He and his father also do not get along, although that has more to do with Gigrohr’s hatred of all things politics. \page

##### Khaloth Stout-Heart Khaloth is a kind and frail soul. Far better suited to the Clergy than the military, and he has already moved from Acolyte to Priest in the Orders. However, his father demanded that he enlist and serve his kingdom. And so Khaloth signed in for a decade-long tour as a field healer. He has spent some time in field hospitals down in the Lower Halls, but never seen any real combat. This is his first real mission into the field. ##### Dwarven Soldiers Guhgyn Twin-Horn, Bruva First-Axe, Ynla Steel-Fist, Elor Broad-Stone. Cookie Cutter Soldiers under Gigrohr’s command. Giving them a touch more personality might spice things up a bit. It also may pull at the players a touch more when they die. ##### Overseer Gigourm Red-Grip Gigourm has been the Overseer of Min Darim for nearly two centuries, as was his father before him. He is a by the book, don’t bend the rules, don’t rock the boat type. He was determined to see his son take over the Overseer’s position , as was the way of their people. Gigrohr, however, wanted nothing to do with the position and left to join the military at a young age. The two have hardly spoken since. Gigrohr, has that stereotypical “Dad hates my choices” complex and Gigourm has the “My son doesn’t listen or care for our traditions” thing going on. But Gigourm does in fact truly care for his son. And their interactions though frustrating to them both should reflect that. ##### Qesalall Long ago, Quesalall the Illithid, became aware of a regenerative type of fluid that could be harvested from trolls. He set about creating a way for this fluid to be used to keep their kind alive for eons. The notion, and the success of his experiments drew a bit of attention and Qusalall was allowed to from a “Creed”, a small subsect of Mind Flayers that focused on certain philosophies and drives. However, a rival for power, subverted Qesalall’s experiments and trapped him and his Creed inside of their own creations. They were then hidden far away near the surface where none would look for them. The Creed has been awake and sustained by the Fluid for thousands of years now, unable to escape. When the Dwarves finally open the chamber and accidentally free the Mind Flayers, Qesalall immediately set about capturing the Dwarves. His rival was surely dead by now, and the Colony had to have know what had transpired. He would begin a new Colony with the Dwarves and return to conquer those that had betrayed him. \page

## PLAYER AND AREA MAPS

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## DM MAPS (ACT 1) ``` ``` ## DM MAPS (ACT 4)

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## STAT BLOCKS ___ >## Mind Flayer >*Medium aberration, lawful evil* >___ >- **Armor Class** 15 (breastplate) >- **Hit Points** 71 (13d8 + 13) >- **Speed** 30 ft. >___ >|STR|DEX|CON|INT|WIS|CHA| >|:---:|:---:|:---:|:---:|:---:|:---:| >|11 (+0)|12 (+1)|12 (+1)|19 (+4)|17 (+3)|17 (+3)| >___ >- **Saving Throws** Int +7, Wis +6, Cha +6 >- **Skills** Arcana +7, Deception +6, Insight +6, Perception +6, Persuasion +6, Stealth +4 >- **Senses** darkvision 120 ft., passive Perception 16 >- **Languages** Deep Speech, Undercommon, telepathy 120 ft. >- **Challenge** 7 (2,900 XP) >___ >***Innate Spellcasting (Psionics).*** The mind flayer's innate spellcasting ability is Intelligence (spell save DC 15). It can innately cast the following spells, requiring no components: > >At will: *detect thoughts*, *levitate* >1/day each: *dominate monster*, *plane shift* (self only) > > >***Magic Resistance.*** The mind flayer has advantage on saving throws against spells and other magical effects. > >### Actions >***Tentacles.*** *Melee Weapon Attack:* +7 to hit, reach 5 ft., one creature. *Hit:* 15 (2d10 + 4) psychic damage. If the target is Medium or smaller, it is grappled (escape DC 15) and must succeed on a DC 15 Intelligence saving throw or be stunned until this grapple ends. > >***Extract Brain.*** *Melee Weapon Attack:* +7 to hit, reach 5 ft., one incapacitated humanoid grappled by the mind flayer. *Hit:* The target takes 55 (10d10) piercing damage. If this damage reduces the target to 0 hit points, the mind flayer kills the target by extracting and devouring its brain. > >***Mind Blast (Recharge 5–6).*** The mind flayer magically emits psychic energy in a 60-foot cone. Each creature in that area must succeed on a DC 15 Intelligence saving throw or take 22 (4d8 + 4) psychic damage and be stunned for 1 minute. A creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success. ___ >## Intellect Devourer >*Tiny aberration, lawful evil* >___ >- **Armor Class** 12 >- **Hit Points** 21 (6d4 + 6) >- **Speed** 40 ft. >___ >|STR|DEX|CON|INT|WIS|CHA| >|:---:|:---:|:---:|:---:|:---:|:---:| >|6 (-2)|14 (+2)|13 (+1)|12 (+1)|11 (+0)|10 (+0)| >___ >- **Skills** Perception +2, Stealth +4 >- **Damage Resistances** bludgeoning, piercing, and slashing from nonmagical attacks >- **Condition Immunities** blinded >- **Senses** blindsight 60 ft. (blind beyond this radius), passive Perception 12 >- **Languages** understands Deep Speech but can't speak, telepathy 60 ft. >- **Challenge** 2 (450 XP) >___ >***Detect Sentience.*** The intellect devourer can sense the presence and location of any creature within 300 feet of it that has an Intelligence of 3 or higher, regardless of interposing barriers, unless the creature is protected by a *mind blank* spell. > >### Actions >***Multiattack.*** The intellect devourer makes one attack with its claws and uses Devour Intellect. > >***Claws.*** *Melee Weapon Attack:* +4 to hit, reach 5 ft., one target. *Hit:* 7 (2d4 + 2) slashing damage. > >***Devour Intellect.*** It targets one creature it can see within 10 feet of it that has a brain. The target must succeed on a DC 12 Intelligence saving throw against this magic or take 11 (2d10) psychic damage. Also on a failure, roll 3d6: If the total equals or exceeds the target's Intelligence score, that score is reduced to 0. The target is stunned until it regains at least one point of Intelligence. > >***Body Thief.*** The creature initiates an INT contest with an incapacitated humanoid within 5 feet of it that isn't protected by *protection from evil and good*. If it wins the contest, it magically consumes the target's brain, teleports into the skull, and takes control of the body. While inside a creature, the intellect devourer has total cover against attacks and other effects originating outside its host. It retains its Intelligence, Wisdom, and Charisma scores, as well as its understanding of Deep Speech, its telepathy, and its traits. It otherwise adopts the target's statistics. It knows everything the creature knew, including spells and languages. >If the host body dies, it must leave. A *protection from evil and good* spell cast on the body drives the it out. It is also forced out if the target regains its devoured brain by means of a *wish*. It can voluntarily leave the body, teleporting to the nearest unoccupied space within 5 feet of it. The body then dies, unless its brain is restored within 1 round. \page

___ >## Badur'Tor Guard >*Medium humanoid (dwarf), Lawful Neutral* >___ >- **Armor Class** 14 (Studded Leather Armor) >- **Hit Points** 16 (3d8 + 3) >- **Speed** 25 ft. >___ >|STR|DEX|CON|INT|WIS|CHA| >|:---:|:---:|:---:|:---:|:---:|:---:| >|11 (+0)|14 (+2)|12 (+1)|11 (+0)|13 (+1)|11 (+0)| >___ >- **Skills** Perception +5, Stealth +6, Survival +5 >- **Damage Resistances** poison >- **Senses** darkvision 60 ft., passive Perception 15 >- **Languages** Common, Dwarvish >- **Challenge** 1/2 (100 XP) >___ >***Dwarven Resilience.*** Advantage on saving throws against poison and resistance against poison dmg. > >### Actions >***Multiattack.*** The dwarf makes two melee attacks or two ranged attacks. > >***Handaxe.*** *Melee or Ranged Weapon Attack:* +2 to hit, reach 5 ft. or range 20/60 ft., one target. *Hit:* 3 (1d6 + 2) piercing damage. > >***Light Crossbow.*** *Ranged Weapon Attack:* +4 to hit, ranged 80/320 ft., one target. *Hit:* 6 (1d8 + 2) piercing damage. ___ >## Badur'Tor Dwarf >*Medium humanoid (dwarf), lawful Neutral* >___ >- **Armor Class** 11 >- **Hit Points** 7 (3d8 + 3) >- **Speed** 25 ft. >___ >|STR|DEX|CON|INT|WIS|CHA| >|:---:|:---:|:---:|:---:|:---:|:---:| >|11 (+0)|10 (+))|12 (+1)|11 (+0)|13 (+1)|11 (+0)| >___ >- **Skills** Perception +5, Stealth +6, Survival +5 >- **Damage Resistances** poison >- **Senses** darkvision 60 ft., passive Perception 15 >- **Languages** Common, Dwarvish >- **Challenge** 1/2 (100 XP) >___ >***Dwarven Resilience.*** Advantage on saving throws against poison and resistance against poison dmg. > >### Actions >***Handaxe.*** *Melee or Ranged Weapon Attack:* +2 to hit, reach 5 ft. or range 20/60 ft., one target. *Hit:* 3 (1d6 + 0) piercing damage. ___ >## Badur'Tor Acolyte >*Medium humanoid (any race), Lawful Neutral* >___ >- **Armor Class** 10 >- **Hit Points** 9 (2d8) >- **Speed** 30 ft. >___ >|STR|DEX|CON|INT|WIS|CHA| >|:---:|:---:|:---:|:---:|:---:|:---:| >|10 (+0)|10 (+0)|10 (+0)|10 (+0)|14 (+2)|11 (+0)| >___ >- **Skills** Medicine +4, Religion +2 >- **Senses** passive Perception 12 >- **Languages** any one language (usually Common) >- **Challenge** 1/4 (50 XP) >___ >***Spellcasting.*** The acolyte is a 1st-level spellcaster. Its spellcasting ability is Wisdom (spell save DC 12, +4 to hit with spell attacks). The acolyte has following cleric spells prepared: > >Cantrips (at will): *light*, *sacred flame*, *thaumaturgy* >1st level (3 slots): *bless*, *cure wounds*, *sanctuary* > >### Actions >***Club.*** *Melee Weapon Attack:* +2 to hit, reach 5 ft., one target. *Hit:* 2 (1d4) bludgeoning damage. ___ >## Badur'Tor Apprentice >*Medium humanoid (dwarf), Lawful Neutral* >___ >- **Armor Class** 10 >- **Hit Points** 9 (2d8) >- **Speed** 30 ft. >___ >|STR|DEX|CON|INT|WIS|CHA| >|:---:|:---:|:---:|:---:|:---:|:---:| >|10 (+0)|10 (+0)|10 (+0)|14 (+2)|10 (+0)|11 (+0)| >___ >- **Skills** Arcana +4, History +4 >- **Senses** passive Perception 10 >- **Languages** any one language (usually Common) >- **Challenge** 1/4 (50 XP) >___ >***Spellcasting.*** The apprentice is a 1st-level spellcaster. Its spellcasting ability is Intelligence (spell save DC 12, +4 to hit with spell attacks). It has the following wizard spells prepared: > >Cantrips (at will): *fire bolt*, *mending*, *prestidigitation* >1st level (2 slots): *burning hands*, *disguise self*, *shield* > >### Actions >***Dagger.*** *Melee or Ranged Weapon Attack:* +2 to hit, reach 5 ft. or range 20/60 ft., one target. *Hit:* 2 (1d4) piercing damage. \page

___ >## Iillithid Tentacle-Vine >*Large plant, unaligned* >___ >- **Armor Class** 13 (natural armor) >- **Hit Points** 15 (2d8 + 6 Per 5') >- **Speed** 5 ft., climb 5 ft. >___ >|STR|DEX|CON|INT|WIS|CHA| >|:---:|:---:|:---:|:---:|:---:|:---:| >|18 (+4)|10 (+0)|16 (+3)|1 (-5)|10 (+0)|1 (-5)| >___ >- **Damage Resistances** cold, fire, psychic >- **Condition Immunities** blinded, deafened, exhaustion, prone >- **Senses** blindsight 30 ft., passive Perception 10 >- **Languages** — >- **Challenge** 2 (700 XP) >___ > >### Actions >***Constrict.*** *Melee Weapon Attack:* +6 to hit, reach 10 ft., one creature. *Hit:* The target takes 11 (2d6 + 4) bludgeoning damage, and it is grappled (escape DC 14). Until this grapple ends, the target is restrained. > >***Entangling Vines.*** The Tentacle-Vine turns the ground within 10' of it into difficult terrain. A creature in that area when the effect begins must succeed on a DC 13 Strength saving throw or be restrained. A creature restrained can use its action to make a DC 13 Strength (Athletics) check, freeing itself on a successful check. The effect ends when the Tentacle-Vine dies. ___ >## Badur'Tor Thrall >*Medium humanoid (dwarf), lawful Neutral* >___ >- **Armor Class** 11 >- **Hit Points** 18 (3d8 + 3) >- **Speed** 20 ft. >___ >|STR|DEX|CON|INT|WIS|CHA| >|:---:|:---:|:---:|:---:|:---:|:---:| >|11 (+0)|10 (+))|12 (+1)|11 (+0)|13 (+1)|11 (+0)| >___ >- **Skills** Perception +5, Stealth +6, Survival +5 >- **Damage Resistances** poison >- **Senses** darkvision 60 ft., passive Perception 15 >- **Languages** Common, Dwarvish >- **Challenge** 1/2 (100 XP) >___ >***Dwarven Resilience.*** Advantage on saving throws against poison and resistance against poison dmg. > >### Actions >***Handaxe.*** *Melee or Ranged Weapon Attack:* +4 to hit, reach 5 ft. or range 20/60 ft., one target. *Hit:* 3 (1d6 + 2) piercing damage. ___ >## Fomorian-Ithid >*Huge giant, chaotic evil* >___ >- **Armor Class** 14 (natural armor) >- **Hit Points** 149 (13d12 + 65) >- **Speed** 30 ft. >___ >|STR|DEX|CON|INT|WIS|CHA| >|:---:|:---:|:---:|:---:|:---:|:---:| >|23 (+6)|10 (+0)|20 (+5)|9 (-1)|14 (+2)|6 (-2)| >___ >- **Skills** Perception +8, Stealth +3 >- **Senses** darkvision 120 ft., passive Perception 18 >- **Languages** Giant, Undercommon >- **Challenge** 9 (3,900 XP) >___ >### Actions >***Multiattack.*** The fomorian attacks twice, once with its greatclub and once either with its Evil Eye or Tentacles. > >***Greatclub.*** *Melee Weapon Attack:* +9 to hit, reach 15 ft., one target. *Hit:* 19 (3d8 + 6) bludgeoning damage. > >***Evil Eye.*** The fomorian magically forces a creature it can see within 60 feet of it to make a DC 14 Charisma saving throw. The creature takes 27 (6d8) psychic damage on a failed save, or half as much damage on a successful one. > >***Tentacles.*** *Melee Weapon Attack:* +7 to hit, reach 10 ft., one creature. *Hit:* 15 (2d10 + 4) psychic damage. If the target is Large or smaller, it is grappled (escape DC 15) and must succeed on a DC 15 Intelligence saving throw or be stunned until this grapple ends. > >***Extract Brain.*** *Melee Weapon Attack:* +7 to hit, reach 5 ft., one incapacitated humanoid grappled by the Fomorithid. *Hit:* The target takes 55 (10d10) piercing damage. If this damage reduces the target to 0 hit points, the mind flayer kills the target by extracting and devouring its brain. > >***Curse of the Evil Eye (Recharges after a Short or Long Rest).*** With a stare, the fomorian uses Evil Eye, but on a failed save, the creature is also cursed with magical deformities. While deformed, the creature has its speed halved and has disadvantage on ability checks, saving throws, and attacks based on Strength or Dexterity. > >The transformed creature can repeat the saving throw whenever it finishes a long rest, ending the effect on a success. \page

___ >## Grell-Ithid >*Medium aberration, neutral evil* >___ >- **Armor Class** 12 >- **Hit Points** 55 (10d8 + 10) >- **Speed** 10 ft., fly 30 ft. (hover) >___ >|STR|DEX|CON|INT|WIS|CHA| >|:---:|:---:|:---:|:---:|:---:|:---:| >|15 (+2)|14 (+2)|13 (+1)|12 (+1)|11 (+0)|9 (-1)| >___ >- **Skills** Perception +4, Stealth +6 >- **Damage Immunities** lightning >- **Condition Immunities** blinded, prone >- **Senses** blindsight 60 ft. (blind beyond this radius), passive Perception 14 >- **Languages** Grell >- **Challenge** 5 (700 XP) >___ >### Actions >***Multiattack.*** The grell makes two attacks: one with its tentacles and one with its beak. > >***Tentacles.*** *Melee Weapon Attack:* +4 to hit, reach 10 ft., one creature. *Hit:* 7 (1d10 + 2) piercing damage, and the target must succeed on a DC 11 Constitution saving throw or be poisoned for 1 minute. The poisoned target is paralyzed, and it can repeat the saving throw at the end of each of its turns, ending the effect on a success. > >The target is also grappled (escape DC 15). If the target is Medium or smaller, it is also restrained until this grapple ends. While grappling the target, the grell has advantage on attack rolls against it and can 't use this attack against other targets. When the grell moves, any Medium or smaller target it is grappling moves with it. > > >***Extract Brain.*** *Melee Weapon Attack:* +7 to hit, reach 5 ft., one incapacitated humanoid grappled by the Grell-ithid. *Hit:* The target takes 55 (10d10) piercing damage. If this damage reduces the target to 0 hit points, the mind flayer kills the target by extracting and devouring its brain. ___ >## Carrion-Ithid Crawler >*Large monstrosity, unaligned* >___ >- **Armor Class** 13 (natural armor) >- **Hit Points** 51 (6d10 + 18) >- **Speed** 30 ft., climb 30 ft. >___ >|STR|DEX|CON|INT|WIS|CHA| >|:---:|:---:|:---:|:---:|:---:|:---:| >|14 (+2)|13 (+1)|16 (+3)|1 (-5)|12 (+1)|5 (-3)| >___ >- **Skills** Perception +3 >- **Senses** darkvision 60 ft., passive Perception 13 >- **Languages** — >- **Challenge** 4 (450 XP) >___ >***Keen Smell.*** The carrion crawler has advantage on Wisdom (Perception) checks that rely on smell. > >***Spider Climb.*** The carrion crawler can climb difficult surfaces, including upside down on ceilings, without needing to make an ability check. > >### Actions >***Multiattack.*** The carrion crawler makes two attacks with its tentacles. > >***Tentacles.*** *Melee Weapon Attack:* +8 to hit, reach 10 ft., one creature. *Hit:* 4 (1d4 + 2) poison damage, and the target must succeed on a DC 13 Constitution saving throw or be poisoned for 1 minute. Until this poison ends, the target is paralyzed and grappled. The target can repeat the saving throw at the end of each of its turns, ending the poison on itself on a success. > >***Extract Brain.*** *Melee Weapon Attack:* +7 to hit, reach 5 ft., one incapacitated humanoid grappled by the Grell-ithid. *Hit:* The target takes 55 (10d10) piercing damage. If this damage reduces the target to 0 hit points, the mind flayer kills the target by extracting and devouring its brain. \page

___ >## Qesalall > Mind Flayer Psion >___ >*Medium aberration, lawful evil* >___ >- **Armor Class** 15 (breastplate) >- **Hit Points** 71 (13d8 + 13) >- **Speed** 30 ft. >___ >|STR|DEX|CON|INT|WIS|CHA| >|:---:|:---:|:---:|:---:|:---:|:---:| >|11 (+0)|12 (+1)|12 (+1)|19 (+4)|17 (+3)|17 (+3)| >___ >- **Saving Throws** Int +7, Wis +6, Cha +6 >- **Skills** Arcana +7, Deception +6, Insight +6, Perception +6, Persuasion +6, Stealth +4 >- **Senses** darkvision 120 ft., passive Perception 16 >- **Languages** Deep Speech, Undercommon, telepathy 120 ft. >- **Challenge** 8 (3,900 XP) >___ >***Innate Spellcasting (Psionics).*** Qesalall is a 10th-level spellcaster. His spellcasting ability is Intelligence (spell save DC 15; +7 to hit with spell attacks). It can innately cast the following spells, requiring no components: > >At will: *guidance*, *mage hand*, *vicious mockery*, *true strike* > >1st level (4 slots): *charm person*, *command*, *comprehend languages*, *sanctuary* >2nd level (3 slots): *crown of madness*, *phantasmal force*, *see invisibility* >3rd level (3 slots): *clairvoyance*, *fear*, *meld into stone* >4th level (3 slots): *confusion*, *stone shape* >5th level (2 slots): *scrying*, *telekinesis* > > >***Magic Resistance.*** Qesalall has advantage on saving throws against spells and other magical effects. > >### Actions >***Tentacles.*** *Melee Weapon Attack:* +7 to hit, reach 5 ft., one creature. *Hit:* 15 (2d10 + 4) psychic damage. If the target is Medium or smaller, it is grappled (escape DC 15) and must succeed on a DC 15 Intelligence saving throw or be stunned until this grapple ends. > >***Extract Brain.*** *Melee Weapon Attack:* +7 to hit, reach 5 ft., one incapacitated humanoid grappled by Qesalall. *Hit:* The target takes 55 (10d10) piercing damage. If this damage reduces the target to 0 hit points, the mind flayer kills the target by extracting and devouring its brain. > >***Mind Blast (Recharge 5–6).*** Qesalall magically emits psychic energy in a 60-foot cone. Each creature in that area must succeed on a DC 15 Intelligence saving throw or take 22 (4d8 + 4) psychic damage and be stunned for 1 minute. A creature can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success. ___ >## The Brain >*Large aberration, lawful evil* >___ >- **Armor Class** 10 >- **Hit Points** 210 (20d10 + 100) >- **Speed** 5 ft., swim 10 ft. >___ >|STR|DEX|CON|INT|WIS|CHA| >|:---:|:---:|:---:|:---:|:---:|:---:| >|15 (+2)|10 (+0)|20 (+5)|21 (+5)|19 (+4)|24 (+7)| >___ >- **Saving Throws** Int +10, Wis +9, Cha +12 >- **Skills** Arcana +10, Deception +12, Insight +14, Intimidation +12, Persuasion +12 >- **Senses** blindsight 120 ft., passive Perception 14 >- **Languages** understands Common, Deep Speech, and Undercommon but can't speak, telepathy 5 miles >- **Challenge** 14 (11,500 XP) >___ > >***Legendary Resistance (3/Day).*** If the elder brain fails a saving throw, it can choose to succeed instead. > >***Magic Resistance.*** The elder brain has advantage on saving throws against spells and other magical effects. > >### Actions >***Tentacle.*** *Melee Weapon Attack:* +7 to hit, reach 30 ft., one target. *Hit:* 20 (4d8 + 2) bludgeoning damage. If the target is a Huge or smaller creature, it is grappled (escape DC 15) and takes 9 (1d8 + 5) psychic damage at the start of each of its turns until the grapple ends. The elder brain can have up to four targets grappled at a time. > >***Mind Blast (Recharge 5–6).*** The elder brain magically emits psychic energy. Creatures of the elder brain's choice within 60 feet of it must succeed on a DC 18 Intelligence saving throw or take 32 (5d10 + 5) psychic damage and be stunned for 1 minute. A target can repeat the saving throw at the end of each of its turns, ending the effect on itself on a success. > >### Legendary Actions >The elder brain can take 3 legendary actions, choosing from the options below. Only one legendary action can be used at a time and only at the end of another creature's turn. The elder brain regains spent legendary actions at the start of its turn. > >- **Tentacle.** The elder brain makes a tentacle attack. >- **Psychic Pulse.** The elder brain targets a creature within 10 feet of it and inflicts 10 (3d6) psychic damage. The Creature can Make a DC 15 Int save to take no damage.

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