DRAGONLANCE
DL 2 Dragons of Flame
3rd Edition Conversion Notes

Dragons of Flame was the second official Dragonlance module. This conversion is the second in the series of conversions for the DL modules.

Product Number: 9132 DL2 Dragons of Flame
Year Published:  1984

Converted from 1st Edition to 3rd Edition D&D 
by Cam Banks, boymonster@mindspring.com
Last Updated: 6/9/2001

Summary of Conversion:  Only encounters with creatures, treasure, or traps of some kind were converted. This document has been designed to go hand-in-hand with a copy of either the original 1st edition module DL2, or the 2nd section of the 2nd edition revised collection Dragonlance Classics Vol. 1. As such, no maps or module text have been included except where necessary as part of a conversion.
Please note that this module makes certain assumptions regarding the number of characters in the party – it is designed for 8 characters of levels 5-7, and is best used with my Heroes of the Lance/Innfellows pregenerated character conversions. The encounter levels and challenge ratings included in this conversion are scaled for a party of 4, as described in the DMG, but assume that a party of 8 PCs can handle an EL or CR of 2 levels higher than the average party level. 
Full stat blocks are given for most encounters, even those which appear in the Monster Manual. The exception to this is the Wandering Monster section, although monsters that aren’t included in the Monster Manual do receive a full stat block in that section. I find having more than just the name and hit points very helpful during the course of a game!

CHAPTER 5: Que Kiri and the Plains

Encounter 2. The Draconians

Creatures (EL 10): This is a tough fight, even for a party of eight. The kapaks start at a range of 180 ft, lick their blades, and then charge the party. Since this might be the party’s first encounter with kapaks, you can have a lot of fun highlighting their differences from baaz and bozaks.

Kapak Draconians (9): CR 4; Medium-Size Monstrous Humanoid (6 ft 6 in. tall); HD 3d8+6; hp 19; Init +1 (Dex); Spd 20 ft.; AC 18 (+1 Dex, +7 natural); Atk +6 melee (1d4+3, claws) or +4 melee (1d4+1 and poison, bite), or +6 melee (1d6+3 and poison, short sword); SA poison, death throe; SQ spell resistance 14, glide, disease immunity, low metabolism; AL LE; SV Fort +3, Ref +4, Will +4; Str 16, Dex 13, Con 15, Int 12, Wis 12, Cha 10.
	Skills: Disable Device +6, Hide +7, Listen +6, Move Silently +7, Open Lock +7. Feats: Dodge, Multiattack, Run.
	SA-Death throe (Ex): On the round that a Kapak reaches 0 or fewer hit points, his body instantly dissolves into a 5-foot-radius pool of acid. All within this area suffer 1d6 points of acid damage each round they remain in the pool. The acid evaporates in 1d6 rounds. All items the Kapak was carrying are rendered useless by the acid.
	SA-Poison (Ex): Bite or blade; Fortitude save (DC 13); initial damage paralysis, secondary damage 0. Paralysis lasts 2d6 minutes. Before entering combat, male Kapaks often lick the blades of their swords. The poison remains on the blade for 3 rounds
	SQ-Disease immunity (Ex): Kapaks are immune to all natural diseases.
	SQ-Glide (Ex): A Kapak can use its wings to glide, negating any damage from a fall of any height and allowing it to travel horizontally up to four times the vertical distance descended.
	SQ-Low metabolism (Ex): Kapaks can survive on one-tenth the food and water it takes to sustain a human.
	Possessions: Short sword

Encounter 5: Captured!

Creatures (EL 20+): This is essentially a no-win encounter, and the party are likely to be overwhelmed before they begin. Two old red dragons could wipe the characters out, but in this case they only act to immobilize, render unconscious, or otherwise defeat the party without inflicting standard damage. Neither of them will use their breath weapon except as a warning – PCs who narrowly avoid being roasted alive may think better of taking the monsters on.

Old Red Dragons (2): CR 19; Gargantuan Dragon (Fire) (44 ft. long); HD 28d12+196; hp 378; Init +4 (Improved Initiative); Spd 40 ft., fly 200 ft (clumsy); AC 33 (-4 size, +27 natural); Atk +36 melee (4d6+12, bite) or +31 melee (2d8+6, 2 claws) or +31 melee (2d6+6, 2 wings) or +31 melee (2d8+18, tail slap) or crush (Reflex DC 30 to avoid being pinned, Medium-size opponents or smaller only, 4d6+18 damage/round); Face 20 ft by 40 ft; Reach 15 ft; SA breath weapon, spells (cast as Sor11), tail sweep; SQ SR 24, Damage Reduction 10/+1, frightful presence (Will save DC 29), spell-like abilities, darkvision 800 ft, immunities, blindsight 240 ft; AL CE; SV Fort +23, Ref +16, Will +21; Str 35, Dex 10, Con 25, Int 20, Wis 21, Cha 20.
	Skills: Appraise +33, Bluff +33, Concentration +35, Diplomacy +33, Escape Artist +14, Intimidate +33, Jump +40, Knowledge (arcane) +33, Listen +33, Move Silently +14, Search +33, Sense Motive +33, Spellcraft +33, Spot +33. Feats: Cleave, Flyby Attack, Improved Initiative, Power Attack, Silent Spell, Snatch, Still Spell, Wingover.
	SA-Breath weapon (Su): 60 ft long/wide cone of fire, 16d10 fire damage, Reflex DC 30, usable once every 1d4 rounds.
	SQ-Spell-like abilities (Sp): 3/day: suggestion; 1/day: locate object. Cast as 11th-level sorcerer.
	Sorcerer Spells (6/7/7/7/7/5; base DC = 15 + spell level), chosen from the following list: 0 - arcane mark, daze, detect magic, ghost sound, light, open/close, prestidigitation, read magic, resistance; 1st - burning hands, magic missile, protection from good, shocking grasp, sleep; 2nd - blur, detect thoughts, flaming sphere, pyrotechnics, summon monster II; 3rd - fireball, hold person, magic circle against good, slow; 4th -minor globe of invulnerability, polymorph self, wall of fire. 5th - feeblemind, mind fog 

Kapak Dragonriders, Draconians (2): CR 4; Medium-Size Monstrous Humanoid (6 ft 6 in. tall); HD 3d8+6; hp 19; Init +1 (Dex); Spd 20 ft.; AC 18 (+1 Dex, +7 natural); Atk +6 melee (1d4+3, claws) or +4 melee (1d4+1 and poison, bite), or +6 melee (1d6+3 and poison, short sword); SA poison, death throe; SQ spell resistance 14, glide, disease immunity, low metabolism; AL LE; SV Fort +3, Ref +4, Will +4; Str 16, Dex 13, Con 15, Int 12, Wis 12, Cha 10.
	Skills: Disable Device +6, Hide +7, Listen +6, Move Silently +7, Open Lock +7. Feats: Dodge, Multiattack, Run.
	Possessions: Short sword

CHAPTER 6: Solace

Encounter 6: The Inn of the Last Home

Tika is an NPC at this stage in the adventure, though she may become a PC later. Her stats are given at the end of these conversion notes.

Otik’s stats are not important to this adventure – DMs who would like to have them may find them in the conversion notes for DL1 Dragons of Despair.

Encounter 7. Unwelcome Guests

Creatures (EL 9): For the purposes of the combat with the kapaks, Tika is assumed to have rolled a 20 for her Initiative, which with her Initiative Bonus is a 23. Gilthanas (the elf the draconians are picking on) does not fight, choosing instead to retreat to a corner or out of the way.

Kapak Draconians (5): CR 4; Medium-Size Monstrous Humanoid (6 ft 6 in. tall); HD 3d8+6; hp 19; Init +1 (Dex); Spd 20 ft.; AC 18 (+1 Dex, +7 natural); Atk +6 melee (1d4+3, claws) or +4 melee (1d4+1 and poison, bite), or +6 melee (1d6+3 and poison, short sword); SA poison, death throe; SQ spell resistance 14, glide, disease immunity, low metabolism; AL LE; SV Fort +3, Ref +4, Will +4; Str 16, Dex 13, Con 15, Int 12, Wis 12, Cha 10.
	Skills: Disable Device +6, Hide +7, Listen +6, Move Silently +7, Open Lock +7. Feats: Dodge, Multiattack, Run.
	Possessions: Short sword

Encounter 8: Prisoners of the Guard

Creatures (EL 10+): These stats are presented here purely for the sake of potentail conflict. Toede and his kapaks intend to capture the PCs, not kill them, but the number of guards is considerably greater than the party can deal with at this stage.

Fewmaster Toede’s stats are given at the end of these conversion notes.

Kapak Draconians (8): CR 4; Medium-Size Monstrous Humanoid (6 ft 6 in. tall); HD 3d8+6; hp 19; Init +1 (Dex); Spd 20 ft.; AC 18 (+1 Dex, +7 natural); Atk +6 melee (1d4+3, claws) or +4 melee (1d4+1 and poison, bite), or +6 melee (1d6+3 and poison, short sword); SA poison, death throe; SQ spell resistance 14, glide, disease immunity, low metabolism; AL LE; SV Fort +3, Ref +4, Will +4; Str 16, Dex 13, Con 15, Int 12, Wis 12, Cha 10.
	Skills: Disable Device +6, Hide +7, Listen +6, Move Silently +7, Open Lock +7. Feats: Dodge, Multiattack, Run.
	Possessions: Short sword

Forty more kapaks await outside in case of an armed resistance – the eight above are the ones who come in with Toede.

CHAPTER 7: The Slave Caravan

This chapter re-introduces Gilthanas, from the Inn, as well as introducing Elistan and Sestun. Elistan is a High Seeker from Haven, and his statistics are not important at this stage in the campaign. For reference, however, consult my Heroes of the Lance conversion documents. Sestun’s stats are provided in encounter 11. Tika may become a player character in this chapter (if she does not, replace one of the 2 Solace fighters in the prison wagon with her.)

Encounter 9: The Elven Stranger

Gilthanas is also currently an NPC character. His stats are provided at the end of these conversion notes.

Encounter 11: The Wagons Roll

Sestun the gully dwarf can be played for comic relief, but he’s also one of the unsung heroes of the saga. His stats are provided at the end of this document.

Encounter 13: Fight for Freedom

Creatures (EL 9): Given the slow introduction of the goblins (two at a time), this encounter all-told may end up being EL 9, though scale this down if the party flees before dealing with all the goblins or if they leave without engaging the hobgoblins.

Goblins (20): CR 1/4; Small Humanoid (Goblinoid) (4 ft. tall); HD 1d8; hp 4; Init +1 (Dex); Spd 30 ft.; AC 14 (+1 size, +1 Dex, +2 leather); Atk +1 melee (1d6-1, short sword); SQ Darkvision 60 ft; AL LE; SV Fort +2, Ref +1, Will +0; Str 8, Dex 13, Con 11, Int 10, Wis 11, Cha 8.
	Skills: Hide +6, Listen +3 (includes Alertness feat), Move Silently +4, Spot +3 (includes Alertness feat). Feats: Alertness.
	Possessions: leather armor, short sword

Hobgoblins (16): CR 1/2; Medium-Size Humanoid (Goblinoid) (6 ft. tall); HD 1d8+1; hp 5; Init +1 (Dex); Spd 30 ft.; AC 15 (+1 Dex, +3 studded leather, +1 small shield); Atk +1 melee (1d8, longsword); SQ Darkvision 60 ft; AL LE; SV Fort +3, Ref +1, Will +0; Str 11, Dex 13, Con 13, Int 10, Wis 10, Cha 10.
	Skills: Hide +1, Listen +3 (includes Alertness feat), Move Silently +3, Spot +3 (includes Alertness feat). Feats: Alertness.
	Possessions:  studded leather armor, longsword, small shield

CHAPTER 8: Elvenhome

Encounter 14: Away From the Elves

Here are the statistics for the elven war party the PCs may encounter if they decide to make their own way into Qualinesti (or are itching for a fight). The Encounter Level for this is very high – it’s easily an EL of 12+. Dungeon Masters are advised to use the CRs given for each opponent as a rough guide, but the emphasis here is not on going toe-to-toe with a heavily armed troop of elf warriors.

Qualinesti Warriors, Male Elf War1 (40): CR 1/2; Medium-Size Humanoid (5 ft. 6 in. tall); HD 1d8+1; hp 7; Init +2; Spd 30 ft.; AC 14 (+2 Dex, +2 leather armor); Atk +2 melee (1d8+1, long sword) or +3 ranged (1d8, longbow); SQ low-light vision, elf traits; AL CG; SV Fort +3, Ref +2, Will +0; Str 12, Dex 14, Con 12, Int 11, Wis 11, Cha 11.
	Skills: Climb +2, Hide +3, Listen +2, Search +2, Spot +2. Feats: Point-Blank Shot.
	Possessions:  Longbow, long sword, leather armor, quiver and 20 arrows.

Qualinesti Fighters, Male Elf Ftr3 (3): CR 3; Medium-Size Humanoid (5 ft. 6 in. tall); HD 3d10+3; hp 20; Init +3; Spd 30 ft.; AC 15 (+3 Dex, +2 leather armor); Atk +4 melee (1d8+1, long sword) or +7 ranged (1d8, longbow); SQ low-light vision, elf traits; AL CG; SV Fort +5, Ref +4, Will +1; Str 12, Dex 16, Con 12, Int 11, Wis 13, Cha 11.
	Skills: Climb +2, Hide +5, Listen +4, Search +3, Spot +4. Feats: Far Shot, Point-Blank Shot, Rapid Shot, Weapon Focus (longbow).
	Possessions:  Longbow, long sword, leather armor, quiver and 20 arrows.

Qualinesti Wizard, Male Elf Wiz5 (1): CR5; Medium-size Humanoid (5 ft. 8 in. tall); HD 5d4+5; hp 13; Init +2; Spd 30 ft.; AC 12 (+2 Dex); Atk +2 melee (1d4, dagger) or +4 ranged (1d6, shortbow); SQ Low-light vision, elf traits, spells; AL CG; SV Fort +2, Ref +3, Will +4; Str 11, Dex 14, Con 12, Int 15, Wis 11, Cha 11.
	Skills: Concentration +7, Hide +5, Knowledge (arcana) +9, Listen +4, Move Silently +6, Search +6, Spellcraft +9, Spot +3. Feats: Dodge, Scribe Scroll, Silent Spell, Spell Penetration, Still Spell.
	Spells Prepared (4/4/3/1: base DC = 12 + spell level): 0-daze, flare, mending, resistance; 1st-magic missile (x2), shield, sleep; 2nd-cat’s grace, invisibility, web; 3rd-slow
	Spellbook: 0-All 0-level spells; 1st-feather fall, hold portal, magic missile, shield, sleep. 2nd-cat’s grace, invisibility, resist elements, web. 3rd-haste, non-detection, slow.
Possessions: Dagger, robes, shortbow, quiver with 20 arrows, scroll of web, potion of invisibility.

Encounter 18: Laurana of Qualinesti

Laurana is an NPC character at this point in the saga. Her stats are provided at the end of these conversion notes.

Encounter 20: Kidnap!

Creatures (EL 9): The kapaks attack the party as Toede’s wyvern flies off in the distance, with Laurana on board. The wyvern and Toede are not part of this fight, but the draconians are a reasonable distraction.

Kapak Draconians (6): CR 4; Medium-Size Monstrous Humanoid (6 ft 6 in. tall); HD 3d8+6; hp 19; Init +1 (Dex); Spd 20 ft.; AC 18 (+1 Dex, +7 natural); Atk +6 melee (1d4+3, claws) or +4 melee (1d4+1 and poison, bite), or +6 melee (1d6+3 and poison, short sword); SA poison, death throe; SQ spell resistance 14, glide, disease immunity, low metabolism; AL LE; SV Fort +3, Ref +4, Will +4; Str 16, Dex 13, Con 15, Int 12, Wis 12, Cha 10.
	Skills: Disable Device +6, Hide +7, Listen +6, Move Silently +7, Open Lock +7. Feats: Dodge, Multiattack, Run.
	Possessions: Short sword

Note that after this fight, Gilthanas becomes available as a player character.

CHAPTER 9: To the Walls of Pax Tharkas

Encounter 22: Ambush

Creatures (EL 6): This encounter may or may not begin with a surprise round for the draconians. Make a decision based on the party’s reaction to Eben’s groaning, or simply call for a Spot check from the PCs (DC 15). The baaz will fight to the death.

Baaz Draconians (7): CR 1; Medium-Size Monstrous Humanoid (6 ft. tall); HD 2d8+4; hp 13; Init +0; Spd 20 ft.; AC 16 (+6 natural); Atk +2 melee (1d4, claws) or +2 melee (1d6, short sword); SA death throe; SQ spell resistance 11, glide, disease immunity, low metabolism; AL LE; SV Fort +2, Ref +3, Will +2; Str 10, Dex 11, Con 14, Int 10, Wis 9, Cha 10.
	Skills: Bluff +5, Disguise +5, Gather Information +5, Listen +5 (includes Alertness feat), Spot +4 (includes Alertness feat). Feats: Alertness, Run.
	Possessions:  Cloaks, robes, short sword

Eben Shatterstone, the soldier of fortune who’s left here as an agent of Verminaard, will join in the fight near the end and perhaps deal the finishing blow to a baaz, in hopes of proving himself to the PCs. He will accompany them, if possible. His statistics are given at the end of these conversion notes.

Encounter 24: Trolls

Creatures (EL 8): There are only three of these monsters, but they’re still tough. The trolls attempt to surprise the heroes by sneaking up on them (unskilled Move Silently roll of 12) so Spot checks will be in order. 

Trolls (3): CR 5; Large Giant (9 ft. tall); HD 6d8+36; hp 63; Init +2 (Dex); Spd 30 ft.; AC 18  (-1 size, +2 Dex, +7 natural); Atk +9 melee (1d6+6, 2 claws) or +4 melee (1d6+3, bite); SA Rend 2d6+9; SQ Regeneration 5, scent, darkvision 90 ft; AL CE; SV Fort +11, Ref +4, Will +3; Str 23, Dex 14, Con 23, Int 6, Wis 9, Cha 6.
	Skills: Listen +5 (includes Alertness feat), Spot +5 (includes Alertness feat). Feats: Alertness, Iron Will.

Treasure: In a small cave about a 1000 yards away is the troll’s treasure. This consists of a +1 shield, a rusty key that opens a locked iron strongbox, inside of which are 257 sp and three gems (worth 150 stl, 100 stl, and 200 stl). All values in stl are steel or gp equivalent.

Encounter 28: Hall of the Ancients

Treasure: Resting in its scabbard on Kith-Kanan’s skeletal lap is Wyrmslayer, whose statistics are provided at the end of these conversion notes.

Encounter 29: The Closed Corridor

Creatures (EL 8): Once the heroes get within 60 feet of the far end of the corridor, where the boulders block any further progress, the area’s primary resident will slide forth and attack. The slug is able to turn in any 20 ft wide corridor – since most of the finished passages in the Sla-Mori are 20 ft wide, the party will be in for quite a pursuit if they run.

Giant Slug (1): CR 8; Huge Vermin (25 ft. long); HD 12d8+60; hp 114; Init -2 (Dex); Spd 20 ft.; AC 16  (-2 size, -2 Dex, +10 natural); Atk +9 melee (2d6+7, bite); Face/Reach 10 ft. by 20 ft./10 ft.; SA spit acid; SQ vermin, weapon immunity, blindsight; AL N; SV Fort +13, Ref +2, Will +4; Str 21, Dex 6, Con 20, Int -, Wis 10, Cha 2.
	Skills: Climb +9, Hide +4.
	SA-Spit Acid (Ex): 5 ft wide/30 ft long stream of acid (4d6 acid damage, Reflex save DC 21,  usable once per round)
	SQ-Weapon Immunity (Ex): Takes no damage from bludgeoning attacks due to its soft tissue and lack of bones.
SQ-Blindsight (Ex): Giant slugs have no visual organs but can ascertain all foes within 30 feet using sound, scent, and vibration.
   SQ-Salt Vulnerability (Ex): A giant slug is highly susceptible to salt. One pound of salt deals 1d8 points of damage to a giant slug.

Encounter 30: Chamber of Doom

Creatures (EL 5): While not a very challenging encounter by the numbers, if this graverobber’s spirit teams up with the zombies in area 32, the situation will become much worse.  Even alone, this creature may cause some grief for the party.

Wraith (1): CR 5; Medium-Size Undead (Incorporeal) (6 ft tall); HD 5d12; hp 32; Init +7 (Dex, Improved Initiative); Spd 30 ft., fly 60 ft. (good); AC 15 (+3 Dex, +2 deflection); Atk +5 melee (1d4, incorporeal touch); SA Con drain (1d6 permananent, Fort save DC 14), create spawn; SQ Undead, incorporeal, +2 turn resistance, unnatural aura, daylight powerlessness; AL LE; SV Fort +1, Ref +4, Will +6; Str -, Dex 16, Con -, Int 14, Wis 14, Cha 15.
	Skills: Hide +11, Intimidate +10, Intuit Direction +6, Listen +12 (includes Alertness feat), Search +10, Sense Motive +8, Spot +12 (includes Alertness feat). Feats: Alertness, Blind-fight, Combat Reflexes, Improved Initiative.
	SQ-Incorporeal (Su): Can be harmed only by magic, +1 or better magical weapons, or other incorporeal creatures. 50% chance to ignore damage from a corporeal source. Its own attacks ignore armor, it can pass through solid objects, always moves silently.

Encounter 31: The Sliding Wall

Once the sliding wall is discovered (Search DC 20), it can be opened with a Strength check (DC 30). Up to 4 people can assist an individual in opening the door – have them make Strength checks (DC 10) in order to provide a +2 circumstance bonus to the character making the check. The wall has a Hardness of 8 and 80 hit points.

Encounter 32: Tomb of the Zombies

Creatures (EL 9): Forty zombies sounds like a huge amount, but this combat should still be in the realms of capability for the party. Some well-executed plans, and judicial use of turning ability, will prevent tragedies. And, the party can always flee…

Zombies (40): CR 1/2; Medium-Size Undead (5 ft. 8 in. tall); HD 2d12+3; hp 10; Init -1 (Dex); Spd 30 ft; AC 11 (-1 Dex, +2 natural); Atk +2 melee (1d6+1, slam); SQ Undead, partial actions only; AL N; SV Fort +0, Ref -1, Will +3; Str 13, Dex 8, Con -, Int -, Wis 10, Cha 1. Feats: Toughness.

Encounter 34: Trap

Pit Trap (20 ft. deep, door trigger): CR 1; no attack roll necessary (2d6); Reflex save (DC 20) avoids; Search (DC 22); Disable Device (DC 22). Note: Affects all within 20 ft of the door.

Encounter 35: Chain and Support

A kender or child-sized human could climb the chain up into the defense mechanism chamber. This requires a successful Climb check (DC 18). The chain has a Hardness of 10 and 360 hit points, though red dragon breath will melt through it…

Encounter 36: Tharkadan Treasure Vault

Treasure: Although 25,000 gold ingots may sound like a lot of treasure, the gold is worthless to the player characters. Anywhere else, of course, this much gold (at 1000 gp  value per ingot) would be an absolute fortune.

CHAPTER 10: The Tharkadan Towers

Encounter 38: Cellar

Determining that the items in the wooden crates comes from Solace and Gateway requires an Appraise check (DC 15).

Encounter 39: Lower Gatehouse

Creatures (EL 10): The kapaks in this room are busy manhandling Laurana and can potentially be surprised. If one or more kapaks dies, the others attempt to flee and raise the alarm in the fortress. None of these kapaks will have time to envenom their blades.

Kapak Draconians (8): CR 4; Medium-Size Monstrous Humanoid (6 ft 6 in. tall); HD 3d8+6; hp 19; Init +1 (Dex); Spd 20 ft.; AC 18 (+1 Dex, +7 natural); Atk +6 melee (1d4+3, claws) or +4 melee (1d4+1 and poison, bite), or +6 melee (1d6+3 and poison, short sword); SA poison, death throe; SQ spell resistance 14, glide, disease immunity, low metabolism; AL LE; SV Fort +3, Ref +4, Will +4; Str 16, Dex 13, Con 15, Int 12, Wis 12, Cha 10.
	Skills: Disable Device +6, Hide +7, Listen +6, Move Silently +7, Open Lock +7. Feats: Dodge, Multiattack, Run.
	Possessions: Short sword

Encounter 40: Women’s Prison #1

Maritta the Seamstress (Female Human Expert 2 (Seamstress), 10 hp) lives in this room along with 10 other women. Also present is a wounded Elistan (see NPC Capsules appendix for his stats) who is presently an NPC and will not be a PC until much later (DL6). Refer to the module text for what happens if anybody uses healing magic on Elistan or the others.

Prisoners, Female Human Com1 (10): CR 1/2; Medium-Size Humanoid; HD 1d4; hp 3; Init +0; Spd 30 ft.; AC 10; Atk +0 (1d3 subdual, unarmed); AL var; SV Fort +0, Ref +0, Will -1; Str 10, Dex 10, Con 10, Int 10, Wis 9, Cha 9.
	Skills: Climb +2, Profession (varies) +3, Ride +1, Swim +2. Feats: Skill Focus (varies).

Encounter 41: Women’s Prison #2

Sixty more women are locked up in here. Use the same statistics for all of them unless the DM chooses to single one or two out in the course of play.

Prisoners, Female Human Com1 (60): CR 1/2; Medium-Size Humanoid; HD 1d4; hp 3; Init +0; Spd 30 ft.; AC 10; Atk +0 (1d3 subdual, unarmed); AL var; SV Fort +0, Ref +0, Will -1; Str 10, Dex 10, Con 10, Int 10, Wis 9, Cha 9.
	Skills: Climb +2, Profession (varies) +3, Ride +1, Swim +2. Feats: Skill Focus (varies).

Encounter 42: Maidens

45 unmarried young women are locked up in here. Refer to the module for details on escape plans, etc.

Prisoners, Female Human Com1 (45): CR 1/2; Medium-Size Humanoid; HD 1d4; hp 3; Init +0; Spd 30 ft.; AC 10; Atk +0 (1d3 subdual, unarmed); AL var; SV Fort +0, Ref +0, Will -1; Str 10, Dex 10, Con 10, Int 10, Wis 9, Cha 9.
	Skills: Climb +2, Profession (varies) +3, Ride +1, Swim +2. Feats: Skill Focus (varies).

Encounter 43: Chamber of the Aghar

Creatures (EL 8): This isn’t really a combat encounter unless the party makes it one. In fact, depending on how they treat these misbegotten servants of the draconians, the gully dwarves might even become allies.

Klahd Clan Gully Dwarves, Male Aghar  War2 (12): CR 1; Small Humanoid (dwarf) (3 ft.  6 in. tall); HD 2d8-2; hp 7; Init +1 (Dex); Spd 20 ft.; AC 14 (+1 size, +1 Dex, +2 leather armor); Atk +2 melee (1d6-1, short sword); SQ darkvision 60 ft, dwarf traits; AL CN; SV Fort +2, Ref +1, Will -2; Str 9, Dex 13, Con 9, Int 7, Wis 7, Cha 7.
	Skills: Climb +2, Hide +7, Listen +0, Spot –1, Tumble +3. Feats: Dodge, Run.
	SQ-Dwarf traits (Ex): Stonecunning, +2 racial bonus on Climb, Craft (junk), Hide and Tumble checks, +2 racial bonus on saving throws against poison, spells and spell-like effects.
	Possessions:  Dirty leather armor, short sword, tin helmets.

Encounter 44: Storage Room

Refer to the rules on smoke dangers in the DMG (p 89) if anybody chooses to ignite the oil in this room as described in the module text. Use these rules instead of the rules given in the module. The smoke will still spread as described in the module text, however.

Encounter 45: Upper Hallway

Creatures (EL 1): These hobgoblin guards will not attack, but will ask for identification and if alarmed run off to get help from room 49.

Hobgoblins (2): CR 1/2; Medium-Size Humanoid (Goblinoid) (6 ft. tall); HD 1d8+1; hp 5; Init +1 (Dex); Spd 30 ft.; AC 15 (+1 Dex, +3 studded leather, +1 small shield); Atk +1 melee (1d8, longsword); SQ Darkvision 60 ft; AL LE; SV Fort +3, Ref +1, Will +0; Str 11, Dex 13, Con 13, Int 10, Wis 10, Cha 10.
	Skills: Hide +1, Listen +3 (includes Alertness feat), Move Silently +3, Spot +3 (includes Alertness feat). Feats: Alertness.
	Possessions:  studded leather armor, longsword, small shield

Encounter 46: Reception Room

Creatures (EL 9): Although these draconians have been drinking, the only effect this has on them is to make them more belligerent. They will envenom their blades as they charge, and once they take more than 50% losses they will flee to get assistance and raise the alarm.

Kapak Draconians (5): CR 4; Medium-Size Monstrous Humanoid (6 ft 6 in. tall); HD 3d8+6; hp 19; Init +1 (Dex); Spd 20 ft.; AC 18 (+1 Dex, +7 natural); Atk +6 melee (1d4+3, claws) or +4 melee (1d4+1 and poison, bite), or +6 melee (1d6+3 and poison, short sword); SA poison, death throe; SQ spell resistance 14, glide, disease immunity, low metabolism; AL LE; SV Fort +3, Ref +4, Will +4; Str 16, Dex 13, Con 15, Int 12, Wis 12, Cha 10.
	Skills: Disable Device +6, Hide +7, Listen +6, Move Silently +7, Open Lock +7. Feats: Dodge, Multiattack, Run.
	Possessions: Short sword

Encounter 48: Kitchen

Creatures (EL 1): These gully dwarves are actually pretty good cooks. They’re also a lot surlier and rude than the others in room 43.

Klahd Clan Gully Dwarf Cooks, Male Aghar  Exp2 (4): CR 1; Small Humanoid (dwarf) (3 ft.  6 in. tall); HD 2d-2; hp 4; Init +1 (Dex); Spd 20 ft.; AC 12 (+1 size, +1 Dex); Atk +1 melee (1d6-1, frying pan) or +1 (1d4-1, kitchen knife); SQ darkvision 60 ft, dwarf traits; AL CN; SV Fort -1, Ref +1, Will -2; Str 9, Dex 13, Con 9, Int 7, Wis 7, Cha 7.
	Skills: Climb +2, Craft (junk) +1, Hide +7, Listen +2, Profession (Cook) +3, Spot +3, Tumble +3. Feats: Dodge, Run.
	SQ-Dwarf traits (Ex): Stonecunning, +2 racial bonus on Climb, Craft (junk), Hide and Tumble checks, +2 racial bonus on saving throws against poison, spells and spell-like effects.
	Possessions:  Dirty clothes, club or dagger, assorted junk

Encounter 49: Guardroom

Creatures (EL 8): These hobgoblin guards will attack any intruders. Twenty-eight hobgoblins is a lot of guards, and any who can slip out the door to raise the alarm will do so. Otherwise, they fight to the death.

Hobgoblins (28): CR 1/2; Medium-Size Humanoid (Goblinoid) (6 ft. tall); HD 1d8+1; hp 5; Init +1 (Dex); Spd 30 ft.; AC 15 (+1 Dex, +3 studded leather, +1 small shield); Atk +1 melee (1d8, longsword); SQ Darkvision 60 ft; AL LE; SV Fort +3, Ref +1, Will +0; Str 11, Dex 13, Con 13, Int 10, Wis 10, Cha 10.
	Skills: Hide +1, Listen +3 (includes Alertness feat), Move Silently +3, Spot +3 (includes Alertness feat). Feats: Alertness.
	Possessions:  studded leather armor, longsword, small shield

Treasure: The key to the cell door in encounter area 50 is hanging on a nail in the wall. 54 steel pieces, 187 silver pieces and 327 bronze pieces are lying around on tables, on the hobgoblins’ persons, or otherwise strewn about if the party feels like looting the room.

Encounter 50: Prison Cell

Sestun the gully dwarf is here, imprisoned as described in the module text. Also here will be any of the player characters (or NPCs with them) captured in Pax Tharkas.

Encounter 51: Verminaard’s Throne Room

Creatures (EL 19): This is one of the most dangerous rooms in Pax Tharkas. Refer to the module text for events in this room. Ember and Verminaard’s statistics are included at the end of these conversion notes, in the NPC Capsules appendix. Both are extremely powerful opponents, and although Verminaard leaves most of the action in here to Ember, the dragon is more than the PCs can probably handle. Play this encounter with caution.

Kapak Draconians (6): CR 4; Medium-Size Monstrous Humanoid (6 ft 6 in. tall); HD 3d8+6; hp 19; Init +1 (Dex); Spd 20 ft.; AC 18 (+1 Dex, +7 natural); Atk +6 melee (1d4+3, claws) or +4 melee (1d4+1 and poison, bite), or +6 melee (1d6+3 and poison, short sword); SA poison, death throe; SQ spell resistance 14, glide, disease immunity, low metabolism; AL LE; SV Fort +3, Ref +4, Will +4; Str 16, Dex 13, Con 15, Int 12, Wis 12, Cha 10.
	Skills: Disable Device +6, Hide +7, Listen +6, Move Silently +7, Open Lock +7. Feats: Dodge, Multiattack, Run.
	Possessions: Short sword

Treasure: There isn’t any treasure to be found in here, although if any PCs or NPCs were captured or locked up in the cell in encounter 50, their gear will be stashed behind the throne.

Encounter 52b: Private Dining Room

Trap (Poison Needle): CR 2; +8 ranged (1, plus deathblade poison); Search (DC 22); Disable Device (DC 20). Note: See DMG p 80 for deathblade poison and its effects.

Treasure: In the trapped drawer are 2 potions of cure serious wounds, a potion of gaseous form and a potion of invisibility.

Encounter 52c: Verminaard’s Bedroom

Trap (Sleep Gas Trap): CR 2; 20 ft radius cloud centred on desk; Will save negates (DC 12); Search (DC 26); Disable Device (DC 26). Note: The gas possesses all the properties of a sleep spell, caster level 1.

Treasure: The desk contains 2 clerical scrolls: one with cure serious wounds, prayer, and find traps; and another with augury, cure light wounds and light. All spells are at caster level 5. Verminaard’s closet holds several robes, a black cloak, a pair of boots and a suit of black-enamelled half-plate.

Encounter 53: Children’s Playroom

The beam across the double doors may be removed with a Strength check (DC 20). One or two individuals may assist the person lifting it by making successful Strength checks (DC 10) to add a +2 circumstance bonus per assistant. This room will also have 6 Kapak guards here, if the fortress alarm has been raised. See Encounter 51 for their statistics.

Encounter 54: Chamber of the Nursemaid

Creature (EL 20): This room houses Flamestrike, the senile old red dragon left to guard the children of the prisoners. Her statistics are given at the end of these conversion notes. The Encounter Level is somewhat dependent on the actions of the party – certainly, taking on Flamestrike is an extremely dangerous proposition. For the purposes of the adventure, sneaking the children past Flamestrike and getting them out can be considered evading an EL of 12, especially considering the fact that if the PCs have Wyrmslayer, Kith-Kanan’s sword, it’s buzzing will definitely wake the dragon. Refer to the module text for more information.

Encounter 57: Children’s Room

Refer to the module text and Encounter area 53 for details of managing the freeing of the children in this room, and Flamestrike’s actions.

Encounter 58: Upper Landing

Detecting the secret door that leads to the Chamber of the Chain (area 61) requires a successful Search check (DC 18).

Encounter 61: Chamber of the Chain

The crack in the wall looking down into area 51 provides anyone looking through it with nine-tenths cover (+10 to AC from attacks in area 51, and +4 cover bonus to Reflex saves, with failure indicating half damage and success indicating none). If Ember attacks the PCs through this crack with his firey breath, they stand a chance of being unhurt (though the chain will melt, as described in the module text).

Encounter 62: Gate-Blocking Mechanism

Turning the great screw and winch mechanism requires a Strength check (DC 23). Up to 4 people can assist  the individual in turning the winch – have them make Strength checks (DC 10) in order to provide a +2 circumstance bonus to the character making the check. Once the mechanism is activated, in 3d6 rounds the rocks will be released and the effects as described in the module will occur. Note that the chain itself has a Hardness of 10 and 360 hit points, it somebody decides to take the more difficult and blunt course of action.

Encounter 63: The Great Wall

Operating the huge winches to open the gates here requires a Strength check (DC 30). Up to 4 people can assist  the individual in opening the doors – have them make Strength checks (DC 10) in order to provide a +2 circumstance bonus to the character making the check. Even if successful, the process can take 20 minutes just to open or close a gate. The gates themselves are immense, thick, and impenetrable.

Encounter 64: Western Hallway

The DC to pick the locked door is 25.

Encounter 65: Western Guardroom

Creatures (EL 4): These hobgoblins are here to guard the large women’s prison in room 66. If discovered, one of them will try to get help from room 67 while the other 7 fight. 5 rounds later, the creatures from room 67 will arrive to join the fight.

Hobgoblins (8): CR 1/2; Medium-Size Humanoid (Goblinoid) (6 ft. tall); HD 1d8+1; hp 5; Init +1 (Dex); Spd 30 ft.; AC 15 (+1 Dex, +3 studded leather, +1 small shield); Atk +1 melee (1d8, longsword); SQ Darkvision 60 ft; AL LE; SV Fort +3, Ref +1, Will +0; Str 11, Dex 13, Con 13, Int 10, Wis 10, Cha 10.
	Skills: Hide +1, Listen +3 (includes Alertness feat), Move Silently +3, Spot +3 (includes Alertness feat). Feats: Alertness.
	Possessions:  studded leather armor, longsword, small shield

Treasure: If the heroes stop long enough to pick it all up, the hobgoblins have 23 steel, 15 silver and 5 platinum coins. One of the hobgoblins carries the keys to room 66, as well as a pouch containing a 300 gp/steel value gem.

Encounter 66: Large Prison

287 Plainsmen women are held here. They have the same statistics as the women in area 40 and 41. The double doors that lead outside have a Break DC of 25, Hardness of 5, and 40 hit points.

Encounter 67: Monster Mess Hall

Creatures (EL 7): These are the reinforcements that will show up if a hobgoblin guard from area 65 runs for help. If they are encountered here prior to showing up as reinforcements, they attack desperately and attempt to raise the alarm.

Baaz Draconians (7): CR 1; Medium-Size Monstrous Humanoid (6 ft. tall); HD 2d8+4; hp 13; Init +0; Spd 20 ft.; AC 16 (+6 natural); Atk +2 melee (1d4, claws) or +2 melee (1d6, short sword); SA death throe; SQ spell resistance 11, glide, disease immunity, low metabolism; AL LE; SV Fort +2, Ref +3, Will +2; Str 10, Dex 11, Con 14, Int 10, Wis 9, Cha 10.
	Skills: Bluff +5, Disguise +5, Gather Information +5, Listen +5 (includes Alertness feat), Spot +4 (includes Alertness feat). Feats: Alertness, Run.
	Possessions:  Cloak, short sword

Hobgoblins (6): CR 1/2; Medium-Size Humanoid (Goblinoid) (6 ft. tall); HD 1d8+1; hp 5; Init +1 (Dex); Spd 30 ft.; AC 15 (+1 Dex, +3 studded leather, +1 small shield); Atk +1 melee (1d8, longsword); SQ Darkvision 60 ft; AL LE; SV Fort +3, Ref +1, Will +0; Str 11, Dex 13, Con 13, Int 10, Wis 10, Cha 10.
	Skills: Hide +1, Listen +3 (includes Alertness feat), Move Silently +3, Spot +3 (includes Alertness feat). Feats: Alertness.
	Possessions:  studded leather armor, longsword, small shield

Note: Going upstairs to the upper level barracks will result in encounters with Kapak draconians (1d20 per floor). Their statistics:

Kapak Draconians (1-20): CR 4; Medium-Size Monstrous Humanoid (6 ft 6 in. tall); HD 3d8+6; hp 19; Init +1 (Dex); Spd 20 ft.; AC 18 (+1 Dex, +7 natural); Atk +6 melee (1d4+3, claws) or +4 melee (1d4+1 and poison, bite), or +6 melee (1d6+3 and poison, short sword); SA poison, death throe; SQ spell resistance 14, glide, disease immunity, low metabolism; AL LE; SV Fort +3, Ref +4, Will +4; Str 16, Dex 13, Con 15, Int 12, Wis 12, Cha 10.
	Skills: Disable Device +6, Hide +7, Listen +6, Move Silently +7, Open Lock +7. Feats: Dodge, Multiattack, Run.
	Possessions: Short sword

Encounter 68: Western Supply Room

Apart from the unsavory smoked meat in the crates, this room (and the effects of starting a fire in here) closely resemble room 44.

Encounter 70: Armory

The doors to this room are locked (Open Lock DC 25) and very thick (Break DC 25, Hardness 5, 25 hit points). Inside are 23 short swords, 8 longswords, 108 spear heads (which can be attached to hafts to create either halfspears, shortspears or longspears), and 60 daggers. Unless cleaned up (takes about 2 minutes each), they will confer a –1 attack penalty due to rust.

Encounter 71: Smelter and Mill

Just for completion’s sake, here are the statistics for the gully dwarf miners:

Klahd Clan Gully Dwarf Miners, Male Aghar  Exp2 (4): CR 1; Small Humanoid (dwarf) (3 ft.  6 in. tall); HD 2d-2; hp 4; Init +1 (Dex); Spd 20 ft.; AC 12 (+1 size, +1 Dex); Atk +1 melee (1d8-1, huge hammer); SQ darkvision 60 ft, dwarf traits; AL CN; SV Fort -1, Ref +1, Will -2; Str 9, Dex 13, Con 9, Int 7, Wis 7, Cha 7.
	Skills: Climb +2, Craft (junk) +2, Hide +7, Listen +2, Profession (miner) +3, Spot +2, Tumble +3. Feats: Dodge, Run.
	SQ-Dwarf traits (Ex): Stonecunning, +2 racial bonus on Climb, Craft (junk), Hide and Tumble checks, +2 racial bonus on saving throws against poison, spells and spell-like effects.
	Possessions:  Dirty clothes, club or dagger, assorted junk.

EPILOGUE: Escape From Pax Tharkas

The ending should be played out as described in the module text. DMs who wish a face-off with Verminaard and the heroes may do so, but since Verminaard and Ember come back in later modules (DL3 and DL4) any deaths should be of the “obscure” variety. Note that it may be better if the DM simply described Ember and Flamestrike’s mighty clashes, rather than actually made rolls for the fight like any other fight – this is an epic conclusion to the adventure!

Experience points should be awarded once the heroes and the refugees escape into the mountains. As the module text states, there are enough skilled individuals amongst the refugees to provide training for PCs who wish to advance a level, and Goldmoon (and the newly converted Elistan) can use the Disks of Mishakal coupled with meditations and prayers to advance a level in cleric.

APPENDICES

Random Encounters:

1. Townspeople, Male and Female Human Com1 (2d6): CR 1/2; Medium-Size Humanoid; HD 1d4; hp 3; Init +0; Spd 30 ft.; AC 10; Atk +0 (1d3 subdual, unarmed); AL var; SV Fort +0, Ref +0, Will -1; Str 10, Dex 10, Con 10, Int 10, Wis 9, Cha 9.
	Skills: Climb +2, Profession (varies) +3, Ride +1, Swim +2. Feats: Skill Focus (varies).

2. Baaz Draconians (2d4): CR 1; Medium-Size Monstrous Humanoid (6 ft. tall); HD 2d8+4; hp 13; Init +0; Spd 20 ft.; AC 16 (+6 natural); Atk +2 melee (1d4, claws) or +2 melee (1d6, short sword); SA death throe; SQ spell resistance 11, glide, disease immunity, low metabolism; AL LE; SV Fort +2, Ref +3, Will +2; Str 10, Dex 11, Con 14, Int 10, Wis 9, Cha 10.
	Skills: Bluff +5, Disguise +5, Gather Information +5, Listen +5 (includes Alertness feat), Spot +4 (includes Alertness feat). Feats: Alertness, Run.
	Possessions:  Cloak, short sword

3. Wild Dogs (1d4): hp 6 hp each; see Monster Manual p 195, “Dog”.

4. Kapak Draconians (2d6): CR 4; Medium-Size Monstrous Humanoid (6 ft 6 in. tall); HD 3d8+6; hp 19; Init +1 (Dex); Spd 20 ft.; AC 18 (+1 Dex, +7 natural); Atk +6 melee (1d4+3, claws) or +4 melee (1d4+1 and poison, bite), or +6 melee (1d6+3 and poison, short sword); SA poison, death throe; SQ spell resistance 14, glide, disease immunity, low metabolism; AL LE; SV Fort +3, Ref +4, Will +4; Str 16, Dex 13, Con 15, Int 12, Wis 12, Cha 10.
	Skills: Disable Device +6, Hide +7, Listen +6, Move Silently +7, Open Lock +7. Feats: Dodge, Multiattack, Run.
	Possessions: Short sword

5. Goblins (3d6): hp 4 each; see Monster Manual p 107.

6. Monstrous Centipedes, Small (2d12): hp 2 each; see Monster Manual p 207.

7. Baaz Draconians (2d12): CR 1; Medium-Size Monstrous Humanoid (6 ft. tall); HD 2d8+4; hp 13; Init +0; Spd 20 ft.; AC 16 (+6 natural); Atk +2 melee (1d4, claws) or +2 melee (1d6, short sword); SA death throe; SQ spell resistance 11, glide, disease immunity, low metabolism; AL LE; SV Fort +2, Ref +3, Will +2; Str 10, Dex 11, Con 14, Int 10, Wis 9, Cha 10.
	Skills: Bluff +5, Disguise +5, Gather Information +5, Listen +5 (includes Alertness feat), Spot +4 (includes Alertness feat). Feats: Alertness, Run.
	Possessions:  Cloak, short sword

8. Hobgoblins (1d6+6): hp 5 each; see Monster Manual p  119.

9. Wyvern (1): hp 59; see Monster Manual p 186.

10. Trolls (1d3): hp 63 each; see Monster Manual p 180.

11. Elk (3d10): hp 30 each; see Monster Manual p 194, use “Bison” statistics.

12. Wights (1d6): hp 26 each; see Monster Manual p 183.

13. Dire Wolves (2d4): hp 45 each; see Monster Manual p 57.

14. Griffons (1d2): hp 59 each; see Monster Manual p 113.

15. Giant Boars (1d6): hp 22 each; see Monster Manual p 194.

16. Zombies, Medium-Sized (2d10): hp 16 each; see Monster Manual p 191.

17. Carrion Crawlers (2d4): hp 19 each; see Monster Manual p 29.

18. Wraith (1): hp 32; see Monster Manual p 185.

19. Giant Wasps (2d6): hp 32 each; see Monster Manual p 206.

20. Baaz Draconians (2d6): CR 1; Medium-Size Monstrous Humanoid (6 ft. tall); HD 2d8+4; hp 13; Init +0; Spd 20 ft.; AC 16 (+6 natural); Atk +2 melee (1d4, claws) or +2 melee (1d6, short sword); SA death throe; SQ spell resistance 11, glide, disease immunity, low metabolism; AL LE; SV Fort +2, Ref +3, Will +2; Str 10, Dex 11, Con 14, Int 10, Wis 9, Cha 10.
	Skills: Bluff +5, Disguise +5, Gather Information +5, Listen +5 (includes Alertness feat), Spot +4 (includes Alertness feat). Feats: Alertness, Run.
	Possessions:  Cloak, short sword

21. Kapak Draconians (1d8+2): CR 4; Medium-Size Monstrous Humanoid (6 ft 6 in. tall); HD 3d8+6; hp 19; Init +1 (Dex); Spd 20 ft.; AC 18 (+1 Dex, +7 natural); Atk +6 melee (1d4+3, claws) or +4 melee (1d4+1 and poison, bite), or +6 melee (1d6+3 and poison, short sword); SA poison, death throe; SQ spell resistance 14, glide, disease immunity, low metabolism; AL LE; SV Fort +3, Ref +4, Will +4; Str 16, Dex 13, Con 15, Int 12, Wis 12, Cha 10.
	Skills: Disable Device +6, Hide +7, Listen +6, Move Silently +7, Open Lock +7. Feats: Dodge, Multiattack, Run.
	Possessions: Short sword

22. Hobgoblins (3d4): hp 5 each; see Monster Manual p  119.

23. Goblins (2d8): hp 4 each; see Monster Manual p 107.

24. War Dogs (2d4): hp 13 each; see Monster Manual p 196, “Dog, Riding”.

25. Gully Dwarves (1d4): CR 1; Small Humanoid (dwarf) (3 ft.  6 in. tall); HD 2d8-2; hp 7; Init +1 (Dex); Spd 20 ft.; AC 14 (+1 size, +1 Dex, +2 leather armor); Atk +2 melee (1d6-1, short sword); SQ darkvision 60 ft, dwarf traits; AL CN; SV Fort +2, Ref +1, Will -2; Str 9, Dex 13, Con 9, Int 7, Wis 7, Cha 7.
	Skills: Climb +2, Hide +7, Listen +0, Spot –1, Tumble +3. Feats: Dodge, Run.
	SQ-Dwarf traits (Ex): Stonecunning, +2 racial bonus on Climb, Craft (junk), Hide and Tumble checks, +2 racial bonus on saving throws against poison, spells and spell-like effects.
	Possessions:  Dirty leather armor, short sword, tin helmets

NPC Capsules:

Eben Shatterstone, Male Human Ftr5: CR 5; Medium-Size Humanoid (5 ft. 10 in. tall); HD 5d10-5; hp 28; Init +1 (Dex); Spd 20 ft; AC 16 (+1 Dex, +4 chain shirt, +1 small steel shield); Atk +8 melee (1d8+4, longsword) or +7 melee (1d4+2, dagger), +6 ranged (1d4+2, dagger); AL CN; SV Fort +3, Ref +2, Will –1; Str 14, Dex 13, Con 8, Int 15, Wis 7, Cha 15.
	Skills:  Bluff +7 (includes Skill Focus feat), Climb +4*, Craft (cooking) +6, Diplomacy +5, Knowledge (royalty and nobility) +4, Move Silently +4, Perform (dance) +4, Ride +5; Feats: Dodge, Expertise, Mounted Combat, Skill Focus (bluff), Weapon Focus (longsword), Weapon Specialization (longsword).
	*includes –2 armor check penalty.
	Possessions: Longsword, chain shirt (check penalty –2), dagger, small steel shield, once-fine clothing.

Elistan of Haven, Male Human Clr6: CR 6; Medium-Size Humanoid (5 ft. 9 in. tall); HD 6d8+8; hp 44; Init +1 (Dex); Spd 30 ft.; AC 11 (+1 Dex); Atk +5 melee (1d6+1, quarterstaff); SA spells; SQ spells, turn undead (10/day); AL LG; SV Fort +6, Ref +3, Will +8; Str 13, Dex 12, Con 12, Int 14, Wis 16, Cha 16.
	Skills: Concentration +5, Craft (carpentry) +6, Diplomacy +9, Heal +9, Knowledge (religion) +9, Listen +4 (includes Alertness feat), Profession (scribe) +7, Sense Motive +4, Spot +4 (includes Alertness feat). Feats: Alertness, Extra Turning, Leadership, Toughness
	Spells Prepared (5/4+1/4+1/3+1; base DC = 13 + spell level): 0-create water, cure minor wounds (x2), guidance, purify food & drink; 1st-bless, remove fear, cure light wounds, detect evil, sanctuary†; 2nd-aid†, calm emotions, consecrate, remove paralysis, zone of truth; 3rd-dispel magic, holy smite†, prayer, searing light.
	†Domain spell. Domains: Good (+1 caster level w/Good spells) , Protection (protective ward 1/day)
	Possessions: Seeker robes, quarterstaff

Ember (Pyros), Male Old Red Dragon: CR 19; Gargantuan Dragon (Fire) (44 ft. long); HD 28d12+196; hp 378; Init +4 (Improved Initiative); Spd 40 ft., fly 200 ft (clumsy); AC 33 (-4 size, +27 natural); Atk +36 melee (4d6+12, bite) or +31 melee (2d8+6, 2 claws) or +31 melee (2d6+6, 2 wings) or +31 melee (2d8+18, tail slap) or crush (Reflex DC 30 to avoid being pinned, Medium-size opponents or smaller only, 4d6+18 damage/round); Face 20 ft by 40 ft; Reach 15 ft; SA breath weapon, spells (cast as Sor11), tail sweep; SQ SR 24, Damage Reduction 10/+1, frightful presence (Will save DC 29), spell-like abilities, darkvision 800 ft, immunities, blindsight 240 ft; AL CE; SV Fort +23, Ref +16, Will +21; Str 35, Dex 10, Con 25, Int 20, Wis 21, Cha 20.
	Skills: Appraise +33, Bluff +33, Concentration +35, Diplomacy +33, Escape Artist +14, Intimidate +33, Jump +40, Knowledge (arcane) +33, Listen +33, Move Silently +14, Search +33, Sense Motive +33, Spellcraft +33, Spot +33. Feats: Cleave, Flyby Attack, Improved Initiative, Power Attack, Silent Spell, Snatch, Still Spell, Wingover.
	SA-Breath weapon (Su): 60 ft long/wide cone of fire, 16d10 fire damage, Reflex DC 30, usable once every 1d4 rounds.
	SQ-Spell-like abilities (Sp): 3/day: suggestion; 1/day: locate object. Cast as 11th-level sorcerer.
	Sorcerer Spells (6/7/7/7/7/5; base DC = 15 + spell level), chosen from the following list: 0-arcane mark, daze, detect magic, ghost sound, light, open/close, prestidigitation, read magic, resistance; 1st-burning hands, magic missile, protection from good, shocking grasp, sleep; 2nd-detect thoughts, flaming sphere, mirror image, pyrotechnics, web; 3rd-fireball, haste, magic circle against good, slow; 4th-minor globe of invulnerability, polymorph self, wall of fire. 5th-feeblemind, passwall

Fewmaster Toede, Male Hobgoblin Ftr4: CR 4; Medium-Size Humanoid (Goblinoid) (5 ft. 5 in. tall); HD 4d10; hp 22; Init +4 (Improved Initiative); Spd 30 ft.; AC 14 (+3 studded leather, +1 small shield); Atk +6 melee (1d6+2, short sword) or +6 melee (1d4+2, dagger); SQ Darkvision 60 ft, leaping; AL LE; SV Fort +6, Ref +1, Will +1; Str 16, Dex 10, Con 16, Int 8, Wis 11, Cha 6.
	Skills: Intimidate +1 (+11 vs goblins, hobgoblins and ogres), Jump +14*, Move Silently +4*, Ride +3. Feats: Alertness, Improved Initiative, Mounted Combat, Skill Focus (Intimidate), Trample. *Includes +4 racial bonus to Move Silently and +10 bonus to Jump.
	SQ-Leaping (Ex): Toede has a +10 bonus to Jump checks.
SQ-Goblin Charm (Ex): Toede has a +10 bonus to Intimidate checks vs. goblins, hobgoblins and ogres.
	Possessions:  studded leather armor, small shield, short sword, dagger.

Flamestrike (Matafleur), Female Ancient Red Dragon: CR 20; Gargantuan Dragon (Fire) (44 ft. long); HD 34d12+306; hp 400; Init +2 (+4 Improved Initiative, -2 one-eyed); Spd 40 ft., fly 200 ft (clumsy); AC 36 (-4 size, +30 natural); Atk +44 melee (2d8+14, bite) or +39 melee (2d8+7, 2 claws) or +39 melee (2d6+7, 2 wings) or +39 melee (2d8+21, tail slap) or crush (Reflex DC 35 to avoid being pinned, Medium-size opponents or smaller only, 4d6+21 damage/round); Face 20 ft by 40 ft; Reach 15 ft; SA breath weapon, tail sweep; SQ SR 28, Damage Reduction 10/+2, frightful presence (Will save DC 30), spell-like abilities, darkvision 1000 ft, immunities, blindsight 300 ft; AL CE; SV Fort +28, Ref +17, Will +27; Str 39, Dex 10, Con 29, Int 12, Wis 18, Cha 16.
	Skills: Appraise +27, Bluff +31, Diplomacy +21, Escape Artist +14, Intimidate +21, Jump +40, Knowledge (arcane) +19, Listen +32, Move Silently +14, Search +17, Sense Motive +30, Spellcraft +12, Spot +30. Feats: Cleave, Flyby Attack, Great Cleave, Improved Initiative, Iron Will, Power Attack, Snatch, Wingover.
	SA-Breath weapon (Su): 60 ft long/wide cone of fire, 20d10 fire damage, Reflex DC 33, usable once every 1d4 rounds.
	SQ-Old (Ex): Flamestrike is old and senile. She has less Intelligence, Wisdom and Charisma than other red dragons of her age, and unlike those dragons, Flamestrike can no longer cast sorcerer spells or use her eyebite spell-like ability. Her bite does less damage (as if she were a Huge dragon instead of a Gargantuan dragon) as her teeth are broken and blunt. Her Damage Reduction is reduced due to many scars and old wounds, though the required magical bonus to penetrate it is not. Her natural armor bonus is likewise reduced. Despite these penalties, she is still a fearsome opponent.
	SQ-One-eyed (Ex): Flamestrike is blind in one eye. As such, she suffers a –2 penalty to the following skill checks (factored in the skill check bonuses above): Spot, Search, Appraise, Alchemy, Forgery, Decipher Script, Open Lock, Disable Device, Craft, Read Lips, Scry, Sense Motive, Spellcraft. She also suffers a –2 penalty to all Initative checks, Dexterity checks, and Reflex saving throws (all factored into the statistics above). The DC of her breath weapon is likewise reduced by –2.
	SQ-Spell-like abilities (Sp): 3/day: suggestion; 1/day: locate object. Cast as 13th-level sorcerer.

Gilthanas, Male Qualinesti Elf Ftr2/Wiz4: CR 6; Medium-Size Humanoid (5 ft. 8 in. tall); HD 4d4+2d10+6; hp 17; Init +3; Spd 30 ft.; AC 18 (+3 Dex, +4 chain shirt, +1 buckler); Atk +6 melee (1d8+1, masterwork longsword), +7 ranged (1d8, longbow); SA spells; SQ low-light vision, elf traits; AL CG; SV Fort +5, Ref +4, Will +4; Str 12, Dex 16, Con 12, Int 14, Wis 10, Cha 13.
	Skills: Climb +4*, Concentration +9, Diplomacy +5, Knowledge (arcana) +6, Listen +3, Ride +5, Search +4, Spellcraft +6, Spot +2, Swim +3. Feats: Combat Casting, Dodge, Expertise, Point Blank Shot, Scribe Scroll, Still Spell
	*includes –2 armor check penalty.
	Spells Prepared (4/4/3: base DC = 12 + spell level): 0-detect magic, flare, open/close, resistance; 1st-magic missile (x2), sleep, true strike; 2nd-cat’s grace (x2), web.
	Spellbook: 0-All 0-level spells; 1st-hold portal, magic missile, protection from evil, sleep, true strike. 2nd-cat’s grace, levitate, resist elements, web.
	Possessions:  Masterwork longsword, longbow, quiver with 20 arrows, chain shirt (check penalty –2, 20% arcane spell failure), buckler, cloak.

Laurana, Female Qualinesti Elf Ftr3: CR 3; Medium-Size Humanoid (5 ft. 6 in. tall); HD 3d10+6; hp 18; Init +3; Spd 30 ft.; AC 19 (+3 Dex, +5 chain shirt, +1 shield); Atk +6 melee (1d6+1, short sword); SQ low-light vision, elf traits; AL CG; SV Fort +5, Ref +4, Will +4; Str 13, Dex 17, Con 14, Int 15, Wis 12, Cha 16.
Skills: Diplomacy +6, Handle Animal +5, Listen +3 (includes racial bonus), Perform (dance, singing) +6, Ride +8, Search +4 (includes racial bonus), Spot +3 (includes racial bonus), Swim +6. Feats: Dodge, Iron Will, Weapon Finesse (short sword)
	Possessions:  Masterwork chain shirt (check penalty –1), small steel shield, short sword.

Sestun, Male Gully Dwarf Rog2: CR 2; Small Humanoid (3 ft. 7 in. tall); HD 2d4+6; hp 10; Init +3 (Dex); Spd 20 ft.; AC 14 (+1 Dex, +1 size, +2 leather armor); Atk +3 melee (1d6+1, hand axe); SA sneak attack +1d6; SQ darkvision 60 ft, dwarf traits, evasion; AL N; SV Fort +4, Ref +6, Will -2; Str 12, Dex 17, Con 16, Int 9, Wis 7, Cha 10.
	Skills: Climb +10, Craft (junk) +5, Hide +14, Listen +3, Move Silently +8, Pick Pocket +8, Spot +3, Tumble +6. Feats: Skill Focus (Climb).
	SQ-Dwarf traits (Ex): Stonecunning, +2 racial bonus on Climb, Craft (junk), Hide and Tumble checks, +2 racial bonus on saving throws against poison, spells and spell-like effects.
	Possessions:  Hand axe, helmet too big for his head, leather armor.

Tika Waylan, Barmaid, Female Human Rog3/Ftr2: CR 5; Medium-Size Humanoid (5 ft. 8 in. tall); HD 3d6+2d10+5; hp 22; Init +3; Spd 30 ft.; AC 14 (+3 Dex, +1 leather apron); Atk +7 melee (1d8+2, heavy frying pan); SA sneak attack +2d6; SQ uncanny dodge, evasion; AL NG; SV Fort +5, Ref +6, Will +2; Str 14, Dex 16, Con 13, Int 9, Wis 12, Cha 14.
	Skills: Bluff +6, Climb +10, Disable Device +3, Hide +5, Intimidate +6, Jump +3, Move Silently +5, Open Lock +7, Pick Pocket +9, Profession (barmaid) +5, Ride +4, Search +3, Sense Motive +5, Tumble +7. Feats: Dodge, Mobility, Spring Attack, Weapon Focus (heavy mace/frying pan), Weapon Focus (short sword).
	Possessions:  Frying pan, leather apron, gold ring (on chain around neck).

Verminaard, Dragonlord of the Red Wing, Male Human Clr8: CR 8; Medium-Size Humanoid (6 ft. 2 in. tall); HD 8d8+16; hp 50; Init +0; Spd 20 ft.; AC 19 (+9 half-plate); Atk +12/+7 melee (1d8+5, Nightbringer), +6/+1 ranged (1d2 subdual, whip); SA spells; SQ spells, rebuke undead; AL LE; SV Fort +8, Ref +2, Will +11; Str 14, Dex 10, Con 15, Int 12, Wis 16, Cha 18.
	Skills: Bluff +6, Concentration +8, Intimidate +10 (includes Skill Focus feat), Intuit Direction +6, Knowledge (religion) +7, Ride +4, Spellcraft +7. Feats: Combat Casting, Exotic Weapon Proficiency (whip), Iron Will, Skill Focus (Intimidate), Weapon Focus (heavy mace)
	Spells Prepared (6/5+1/4+1/4+1/2+1; base DC = 13 + spell level): 0-cure minor wounds (x2), guidance, inflict minor wounds (x2), resistance; 1st-bane, cause fear, cure light wounds (x2), detect good, inflict light wounds†; 2nd-augury, desecrate, hold person, shatter†, spiritual weapon (heavy mace); 3rd-animate dead, contagion, cure serious wounds, inflict serious wounds†, prayer; 4th-cure critical wounds, divine power†, inflict critical wounds.
	†Domain spell. Domains: Destruction (smite 1/day, +4 attack/+8 damage), War (gives free Weapon Focus feat)
	Possessions: Nightbringer (+3 unholy heavy mace, see Appendix), Red Dragonarmy +2 half-plate, whip, heavy leather gloves, dragon goad, dry meat, furred cloak, medallion of faith (Takhisis).

Treasures and Tomes:

Nightbringer
Verminaard’s weapon is a +3 unholy heavy mace. When a command word is given (“Midnight”) and an opponent is successfully hit, the weapon casts blindness on the opponent (Fortitude save negates, DC 14). The spell only lasts for 2-12 rounds. A character of good alignment who picks up Nightbringer must make a Fortitude save at a –2 profane penalty or be affected by the blindness spell also, although in this instance it is permanent unless dispelled or cured.

Wyrmslayer
Kith-Kanan’s sword is a +3 dragon bane greatsword. It is immune to the imprisoning effects of the death throes of Baaz draconians, and when held by the hilt the sword grants the weilder a +3 resistance bonus on all saving throws against dragon breath weapons, dragon spells and spell-like abilities, and spells cast by draconians. It also gives off a loud buzzing noise when within 30 ft of a true dragon (not a draconian or wyvern, for example) which will always wake a sleeping dragon.

Giant slug stat block converted by Scott Greene. Visit Scott Greene’s Creature Catalog website for other creature conversions and original creature creations (http://www.rpgplanet.com/dnd3e/creaturecatalog/)

Gully dwarf stat blocks originally converted by James O’ Rance (dragon-dreamer@geocities.com). Some modifications may have been made for this adventure conversion.

All encounter conversions and NPC conversions created by Cam Banks (boymonster@mindspring.com)